Exhibit 10(aj)

                               LICENSE AGREEMENT

License  Agreement,  dated as of January 6, 2003,  between  NCT Group,  Inc.,  a
Delaware corporation ("Licensor"), and Stopnoise, Inc., a New Jersey corporation
("Licensee").

WHEREAS, Licensor is engaged in the development of technologies and is the owner
of certain  United States and foreign  patents and copyrights  covering  various
aspects  of such  technologies  that both  parties  believe  can be  applied  to
products manufactured and sold by Licensee; and

WHEREAS,  Licensee  is  engaged  in the  design,  development,  manufacture  and
marketing of noise canceling sound barriers;

WHEREAS,  Licensee  desires  to obtain a license  from  Licensor  to make,  use,
develop and sell products incorporating certain of Licensor's  technologies,  as
more fully described herein;

NOW,  THEREFORE,  in consideration of the mutual covenants  contained herein, as
well as other good and valuable  consideration,  the receipt and  sufficiency of
which are hereby acknowledged, the parties agree as follows:

ARTICLE 1.  DEFINITIONS
As used herein, the terms described below have the following meanings:

1.1  "Affiliate"  shall mean any legal entity which directly or  indirectly,  is
     controlled  by, is in control of, or under  common  control  with the legal
     entity with reference to which the term "Affiliate" is used.

1.2  "Confidential  Information" shall mean the information described in Article
     5 hereof.

1.3  "Deliverables"  shall  mean the  models,  specifications,  codes  and other
     documentation  and  materials  described  on  Schedule  1.3  hereto  to  be
     delivered  by  Licensor to  Licensee  as  described  in Section 4.2 of this
     Agreement.

1.4  "Improvement" shall mean any improvement,  further invention,  enhancement,
     derivative  product,  technology,  software,  firmware,  mask  work,  trade
     secret, Know-how, patent, patent application or other intellectual property
     making use of, extending, based upon or relating to (a) Licensor Technology
     ("Licensor   Improvements")   or   (b)   Licensee   Technology   ("Licensee
     Improvements");  provided  however,  that no  Sponsor  Technology  shall be
     deemed an Improvement.

1.5  "Know-how",  in general, will have its usual and accepted meaning, that is,
     inter alia, all factual  knowledge and  information not capable of precise,
     separate description but that, in an accumulated form, after being acquired
     as the result of trial and error,  gives to the one acquiring it an ability
     to produce and market something that one otherwise would not have known how
     to produce and market with the same  accuracy or  precision  necessary  for
     commercial success.

1.6  "Licensed  Patents"  shall mean all those patents  relating to the Licensor
     Technology  owned by Licensor  and listed on Schedule  1.6 hereto  together
     with those patents  issued under patent  applications  filed or to be filed
     relating to the Licensor Technology and also listed on Schedule 1.6 hereto,
     including any continuations, continuations-in-part,  divisions, extensions,
     reissues, re-examinations and renewals of any of the foregoing.

1.7  "Licensed  Product"  shall mean a specific  Licensee  Product  embodying or
     employing  all  or  part  of  the  Licensed  Patents  and/or  the  Licensed
     Technology.

1.8  "Licensed Technology" shall mean that unpatented technology relating to the
     Licensor Technology described on Schedule 1.8 hereto.

1.9  "Licensee Products" shall mean Licensee-developed  proprietary Active Sound
     Barriers.

1.10 "Licensee Technology" shall mean all existing and future technology,  other
     than Sponsor Technology,  relating to the design, development,  manufacture
     and assembly of Licensee Products,  now or hereinafter owned or licensed by
     or  to  Licensee  or  its  Affiliates,  including  without  limitation  all
     Know-how,  trade  secrets,   methods,   operating  techniques,   processes,
     software,  materials,  technical data, engineering  information,  formulas,
     specifications,   drawings,   machinery  and  apparatus,   patents,  patent
     applications, copyrights and other intellectual property relating thereto.

1.11 "Licensor Technology" shall mean all existing and future technology,  other
     than Sponsor Technology,  relating to the attenuation,  isolation,  control
     and/or  cancellation  of noise  and/or  vibration  and/or  signals,  now or
     hereinafter  owned  or  licensed  by  or to  Licensor  or  its  Affiliates,
     including  but  not  limited  to  all  Know-how,  trade  secrets,  methods,
     operating  techniques,  processes,  software,  materials,  technical  data,
     engineering information, formulas, specifications,  drawings, machinery and
     apparatus, patents, patent applications,  copyrights and other intellectual
     property relating thereto.

1.12 "Licensor  Technology  License"  shall  mean the  license  to the  Licensed
     Patents and the Licensed  Technology  granted by Licensor to Licensee under
     Article 2 of this Agreement.

1.13 "Market" shall mean the world.

1.14 "Sponsor  Technology"  shall mean, with respect to a party hereto,  (a) all
     existing  and  future  technology  owned by or  licensed  to a party or its
     Affiliates that, by virtue of contract  restrictions binding on such party,
     cannot be disclosed or transferred to the other party on the same terms and
     conditions as Licensor Technology or Licensee  Technology,  as the case may
     be,  and (b) all  existing  and future  technology  that  results  from the
     combination of such party's  technology and a third party's  technology and
     that by virtue of  contract  restrictions  binding on such party  cannot be
     disclosed  or  transferred  to the  other  party  on  the  same  terms  and
     conditions as Licensor Technology or Licensee  Technology,  as the case may
     be.

1.15 "Technical  Information"  shall mean technical,  design,  engineering,  and
     manufacturing  information and data pertaining to the design,  manufacture,
     commercial  production and distribution of Licensed Products in the form of
     designs,   prints,   plans,  material  lists,   drawings,   specifications,
     instructions,  reports, records, manuals, other written materials, computer
     programs and software and other forms or media relating thereto.

ARTICLE 2.  LICENSES

2.1  Licensor  Technology  License.  Subject to the terms and conditions of this
     Agreement, Licensor hereby grants to Licensee an exclusive license to make,
     have made,  use,  distribute,  sell and have sold  Licensed  Products  that
     incorporate or embody, or are covered or claimed by, or are based on one or
     more of, the Licensed Patents and/or Licensed Technology.

2.2  Limitations.  The  Licensor  Technology  License  shall be  limited  to the
     manufacture,  use, distribution and sale of Licensed Products in the Market
     that  practice,  claim or contain the Licensed  Patents and/or the Licensed
     Technology.

2.3  Sublicensing and Assignment.  The rights and licenses granted hereunder may
     not be sublicensed, conveyed, assigned or otherwise transferred by Licensee
     to any  third  party  without  Licensor's  prior  written  consent  in each
     instance. Licensee may have Licensed Products manufactured for it by others
     only after  obtaining  Licensor's  prior written  consent  thereto and only
     under  nondisclosure  agreements  implemented in accordance with Articles 4
     and 5 hereof.

2.4  Acceptance.  Licensee  hereby (a)  accepts  the rights  under the  Licensor
     Technology  License  granted to it by Licensor under this Article 2 and (b)
     acknowledges  that the rights  granted to Licensee  hereunder are exclusive
     and  limited to the  manufacture,  use,  distribution  and sale of Licensed
     Products in the Market subject to the limitations set forth herein.

2.5  Patent and Copyright  Notices.  Licensee  shall mark each Licensed  Product
     sold,  leased,  distributed or otherwise  transferred,  and shall cause all
     licenses,  contracts and agreements with other parties for the sale, lease,
     distribution,  use or other  disposition of Licensed  Products to contain a
     provision  requiring  (if feasible in Licensee's  reasonable  opinion) such
     other  parties  to mark  each  Licensed  Product,  with a  suitable  legend
     identifying  the  Licensed   Patents  and  Licensed   Technology  with  the
     appropriate  patent  or  copyright  notice,  as the  case  may be.  If,  in
     Licensee's  reasonable opinion, the Licensed Product is too small to have a
     legend  placed on it,  Licensee will use all  reasonable  efforts to have a
     legend  placed on the  packaging  for the  Licensed  Product  or some other
     location of like visibility.

2.6  Product  Marking.  Licensee shall  prominently  mark each Licensed  Product
     sold,  leased,  distributed or otherwise  transferred,  and shall cause all
     licenses,  contracts and agreements with other parties for the sale, lease,
     distribution,  use or other  disposition of Licensed  Products to contain a
     provision  requiring  (if feasible in Licensee's  reasonable  opinion) such
     other parties  prominently to mark each Licensed  Product,  with a suitable
     legend   identifying   the  Licensed   Product  as  being  a  product  that
     incorporates  Licensor Technology and including the words "NCT Group, Inc."
     If, in Licensee's  reasonable opinion, the Licensed Product is too small to
     have such a legend placed on it,  Licensee will use all reasonable  efforts
     to have such a legend placed on the  packaging for the Licensed  Product or
     some other location of like visibility.

ARTICLE 3.  FEES AND ROYALTIES

3.1  Fees.  Licensee  agrees to completely  fund the  development by Licensor of
     Active Sound Barrier products derived from Licensed Patents and/or Licensed
     Technology as a non-refundable  license fee. Such development fees shall be
     payable  within  30  days  of  Licensee's  receipt  of  Licensor's  invoice
     therefor.

3.2  Unit Royalties.  Licensee shall pay Licensor a royalty with respect to each
     Licensed  Product  unit  ("Unit,"  which  term,  for  purposes  of  royalty
     calculations, shall not include prototypes or engineering samples furnished
     without consideration to unaffiliated customers) sold, leased,  distributed
     or otherwise  transferred by Licensee or any  sublicensee  permitted  under
     Section 2.3 hereof of 5% (five percent) of the gross revenues  generated by
     the Licensed Technology.

3.2  Payment. Unit royalties shall be paid to Licensor within 45 days of the end
     of each calendar quarter and otherwise as provided in Article 7 hereof.

ARTICLE 4.  DISCLOSURE OF INFORMATION, DATA AND KNOW-HOW

4.1  Disclosure.  The  parties  shall  disclose  to each other such  appropriate
     Technical  Information  as may be  reasonably  required to  accomplish  the
     purposes of this Agreement.  Neither party, however,  shall be obligated to
     disclose  information,  the  disclosure  of which has been  restricted by a
     third party.

4.2  Deliverables.  Licensor  shall  deliver  the  Deliverables  to  Licensee in
     accordance with the delivery dates set forth on Schedule 1.3 hereto.

4.3  Treatment.   All  disclosed  Technical  Information  that  is  Confidential
     Information (as defined in Article 5 hereof) shall be kept  confidential by
     the receiving party in accordance with the further  provisions of Article 5
     and shall remain the property of the disclosing party.

ARTICLE 5.  CONFIDENTIALITY

5.1  Definition.  Each party possesses and will continue to possess confidential
     information  relating to its business and technology  that has  substantial
     commercial  and  scientific  value in the  business  in which it is engaged
     ("Confidential  Information").  Subject to Section 5.4 hereof, Confidential
     Information  includes  but  is  not  limited  to  Deliverables,   Technical
     Information,   Know-how,   trade  secrets,   processes,   formulas,   data,
     discoveries,  developments, designs, improvements,  inventions, techniques,
     samples,   models,   prototypes,   drawings,   specifications,    formulas,
     algorithms,   operating  techniques,   processes,   technical  information,
     information  relating  to  research  or  investigations,  marketing  plans,
     strategies,  forecasts,  new products,  products in development,  software,
     software  documentation,   financial  statements,   budgets,   projections,
     licenses,  prices,  costs,  customer  lists,  supplier  lists and any other
     material marked "Confidential Information," "Proprietary Information" or in
     some  other  reasonable  manner to  indicate  it is  confidential,  in each
     instance  whether  given in writing,  orally,  visually or in electronic or
     other form.  Any  Confidential  Information  disclosed  between the parties
     hereto orally or visually, in order to be subject to this Agreement,  shall
     be so  identified  to the  receiving  party at the time of  disclosure  and
     confirmed  in a written  summary  appropriately  marked as herein  provided
     within ten days after such oral or visual disclosure.

5.2  Treatment.  Each party shall,  during the term of this  Agreement and for a
     period of five years  thereafter,  hold in  confidence  and not disclose to
     third parties,  except as specifically permitted under this Section 5.2 and
     Section  5.4  hereof,  all  Confidential  Information  of the  other  party
     disclosed directly or indirectly to it by the other party. Each party shall
     take the  following  minimum  safeguards  with respect to the  Confidential
     Information of the other party:

     (a)  Only those of its  employees and  contractors  who need to receive the
          other  party's  Confidential  Information  in order  to carry  out the
          purposes  of this  Agreement  shall have  access to such  Confidential
          Information,  and such access shall be limited to only so much of such
          Confidential  Information as is necessary for the particular  employee
          or  contractor to perform his or her proper  functions.  All employees
          and  contractors  who have access to  Confidential  Information of the
          other  party  shall  be  under  written  obligation  to  (i)  hold  in
          confidence  and  not  disclose  the   Confidential   Information  made
          available  to them  except as  authorized  by the party  employing  or
          retaining  them in a manner  consistent  with this Article 5; (ii) use
          such  Confidential  Information only in the course of performing their
          duties;  and (iii) assign to the party  hereto  employing or retaining
          them all rights to inventions or  improvements in any way derived from
          or relating to the Confidential Information.

     (b)  All documents,  drawings,  writings and other embodiments that contain
          Confidential  Information  of the other party shall be maintained in a
          prudent  manner in a secure  fashion  separate  and apart  from  other
          information in the party's  possession and shall be removed  therefrom
          only as necessary to carry out the purposes of this Agreement.

     (c)  All   documents,   drawings,   writings  and  other   embodiments   of
          Confidential  Information the  possession,  security or safekeeping of
          which  are  subject  to  governmental  regulations  shall  be  kept in
          accordance with such regulations.

In no event  shall the party  receiving  Confidential  Information  of the other
party disassemble,  reverse engineer, re-engineer,  redesign, decrypt, decipher,
reconstruct,  re-orient,  modify or alter any  Confidential  Information  of the
disclosing party or any circuit design, algorithm,  logic or program code in any
of  the  disclosing   party's  products,   models  or  prototypes  that  contain
Confidential  Information,  or attempt any of the  foregoing,  without the prior
written consent of the disclosing party in each instance.

5.3  Return.  All  documents,  drawings,  writings  and other  embodiments  of a
     party's  Confidential  Information,  as well as those produced,  created or
     derived  from  the  disclosing   party's   Confidential   Information  that
     incorporate the disclosing party's Confidential Information, and all copies
     thereof,  shall be  returned  promptly  to it by the other  party  upon the
     termination of this Agreement. Such return, however, shall not terminate or
     affect the party's continuing obligations with respect to such Confidential
     Information under Section 5.2 hereof.

5.4  Exclusions. Confidential Information shall not include information that:

     (a)  Was at the time of disclosure in the public domain through no fault of
          the party receiving it;

     (b)  Becomes  part of the  public  domain  after  disclosure  to the  party
          receiving it through no fault of such party;

     (c)  Was in the  possession  of the party  receiving  it (as  evidenced  by
          written  records)  at the  time of  disclosure  and  was not  acquired
          directly or  indirectly  from the other  party,  or from a third party
          that was at the time under an  obligation  of  confidence of which the
          party receiving it was aware;

     (d)  Was  received  by the party  receiving  it (as  evidenced  by  written
          records) after the time of disclosure hereunder from a third party who
          did not require it to be held in confidence and who did not acquire it
          directly  or  indirectly  from  the  other  party  under a  continuing
          obligation of confidence of which the party receiving it was aware;

     (e)  Is required by law, governmental regulations, court order or the rules
          of any relevant securities  exchange to be disclosed,  but only to the
          extent of such required disclosure;  provided, however, that the party
          required to so disclose  Confidential  Information  shall use its best
          efforts to notify the other party of such potential disclosure as soon
          as practicable so that such party may seek a protective order or other
          remedy to maintain in confidence such Confidential Information;

     (f)  Was developed  independently by the receiving party without the use of
          any Confidential  Information received from the disclosing party under
          this Agreement; or

     (g)  Was or is disclosed by the party  owning it to third  parties  without
          restrictions  on use  or  disclosure  comparable  to  those  contained
          herein.

ARTICLE 6.  IMPROVEMENTS

6.1  Licensor Improvements. In the event that Licensee, individually or together
     with  Licensor,  discovers,  develops or creates any Licensor  Improvements
     during  the term of this  Agreement,  Licensee  promptly  shall  grant  and
     assign,  on a  quitclaim  basis,  all of its  rights of  ownership  in such
     Licensor  Improvements to Licensor,  whether such Licensor Improvements are
     patentable or  non-patentable,  subject to any governmental  approvals that
     may be required for such grant and assignment, it being understood that any
     such Licensor  Improvements that are not made the subject of a patent shall
     constitute part of the Licensed  Technology  licensed to Licensee hereunder
     and that any such  Licensor  Improvements  that are made the  subject  of a
     patent shall  constitute one of the Licensed  Patents  licensed to Licensee
     hereunder. In the event that Licensor individually  discovers,  develops or
     creates any Licensor  Improvements  during the term of this  Agreement that
     make use of,  extend,  are based upon or relate to the Licensed  Patents or
     the Licensed Technology,  any such Licensor  Improvements that are not made
     the subject of a patent shall  constitute  part of the Licensed  Technology
     licensed  hereunder  and any such Licensor  Improvements  that are made the
     subject of a patent shall constitute a Licensed Patent licensed hereunder.

6.2  Licensee Improvements.  In the event that Licensor individually or together
     with  Licensee  discovers,  develops or creates any  Licensee  Improvements
     during  the term of this  Agreement,  Licensor  promptly  shall  grant  and
     assign,  on a  quitclaim  basis,  all of its  rights of  ownership  in such
     Licensee  Improvements to Licensee,  whether such Licensee Improvements are
     patentable or  non-patentable,  subject to any governmental  approvals that
     may be required for such grant and assignment.

6.3  Joint  Discoveries.  In  the  event  that  Licensee  and  Licensor  jointly
     discover,  develop or create any intellectual property,  whether patentable
     or  non-patentable,  that is not an Improvement  or is an  Improvement  not
     covered by Section  6.1 or 6.2  hereof,  all rights and  interest in and to
     such intellectual property shall be owned equally by Licensee and Licensor,
     and each  party  hereby  grants  to the other a  royalty  free,  perpetual,
     irrevocable license to use and exploit any such intellectual property.

6.4  Dual  Improvements.  In the event Licensee and Licensor  jointly  discover,
     develop  or  create  any  intellectual  property,   whether  patentable  or
     non-patentable,  that is or could be an Improvement under both Sections 6.1
     and 6.2  hereof,  all  rights  and  interest  in and to  such  intellectual
     property  shall be owned equally by Licensee and  Licensor,  and each party
     hereby grants to the other a royalty free,  perpetual,  irrevocable license
     to use and exploit any such intellectual property.

6.5  Individual  Discoveries.  In the event that  either  Licensee  or  Licensor
     individually  discovers,  develops  or creates any  intellectual  property,
     whether patentable or  non-patentable,  that is not an Improvement or is an
     Improvement  not  covered  by  Section  6.1 or 6.2  hereof,  all rights and
     interest in and to such  intellectual  property shall be owned by the party
     discovering, developing or creating the same.

6.6  Further  Assurances.  The parties shall take all action  legally  permitted
     that may be necessary or  appropriate  to assure full  compliance  with the
     provisions of this Article 6,  notwithstanding  the fact that  intellectual
     property covered by this Article 6 may be discovered,  developed or created
     by an employee of one of the parties hereto.

ARTICLE 7.  PAYMENTS, REPORTS AND RECORDS

7.1. Payments.  Except as may be otherwise provided herein, royalties under this
     Agreement are due and payable in U.S. dollars in immediately  available New
     York, New York funds within 45 days after the end of each calendar  quarter
     of each calendar year during the term of this Agreement.

7.2. Books and  Records.  Licensor  or its agent,  at  Licensor's  expense,  may
     inspect  Licensee's  books and records  pertaining to royalties  under this
     Agreement,  during  ordinary  business  hours,  but no more  than  once per
     calendar year upon 15 days' prior written notice to Licensee.

7.3. Royalty  Reports.  Upon the written  request of  Licensor,  Licensee  shall
     direct its independent certified public accountants, at Licensee's expense,
     to provide  Licensor with a certified  written royalty report (the "Royalty
     Report") for each of Licensee's fiscal years, or portions  thereof,  during
     the term of this  Agreement  within 60 days after the end of each  calendar
     year  during the term of this  Agreement.  Such  Royalty  Reports  shall be
     prepared in  accordance  with the  standard  reporting  procedures  of such
     independent  certified public accountants applied in a consistent manner. A
     similar  Royalty  Report  shall  be  rendered  within  60  days  after  the
     expiration or any termination of this Agreement.

ARTICLE 8.  TERM

The term of this Agreement  shall begin on the date hereof and,  unless extended
or earlier  terminated by written  agreement of the parties or the provisions of
Article 9 hereof,  shall  expire (a) with  respect to rights  granted  under any
patent  hereunder,  upon the expiration of such patent under  applicable law and
(b) with respect to the other rights granted  hereunder,  upon the expiration of
the last to expire of the patents licensed hereunder.

ARTICLE 9.  TERMINATION

9.1  General.  This Agreement may be terminated prior to the end of its ordinary
     term under any of the following provisions of this Article.

9.2  Breach.  In the  event  of a  material  breach  of this  Agreement,  if the
     defaulting  party fails to cure the breach within 30 days (in the case of a
     breach involving non-payment of amounts payable) or 60 days (in the case of
     any other kind of breach)  after  written  notice  from the  non-defaulting
     party  specifying the nature of the breach and the corrective  action to be
     taken,  then the  non-defaulting  party may  terminate  this  Agreement  by
     delivering a further  written notice that this Agreement is terminated.  In
     the event of any payment default, a cure shall require the defaulting party
     to pay  interest on the default  amount at the then  current  prime rate as
     reported in the Wall Street Journal.

9.3  Bankruptcy,  Etc. If one of the parties becomes bankrupt,  files a petition
     therefor,  makes  a  general  assignment  for  the  benefit  of  creditors,
     otherwise  seeks  protection  under any  bankruptcy  or  insolvency  law or
     suffers  the  appointment  of a receiver  over its assets  (the  "Insolvent
     Party"),  the other party shall have the right to terminate  this Agreement
     upon written notice to the Insolvent Party.  Notwithstanding the foregoing,
     such right of termination  shall not apply (a) with respect to a bankruptcy
     petition  filed  against the  Insolvent  Party by a third party,  until the
     passage of 120 days after such filing  without  dismissal of such  petition
     and (b) for so  long  as the  Insolvent  Party  continues  to  satisfy  its
     obligations  under this  Agreement and conduct its business in the ordinary
     course.

9.4  Survival.  Notwithstanding  the  termination of this Agreement under any of
     the provisions of this Article 9, the provisions of Section 4.3, Articles 5
     and 14, and the  provisions  of Article 6 that pertain to the  ownership of
     rights acquired, shall survive the termination of this Agreement.

ARTICLE 10.  FORCE MAJEURE

In the event of enforced delay in the performance by either party of obligations
under this Agreement due to unforeseeable  causes beyond its reasonable  control
and without its fault or  negligence,  including but not limited to acts of God,
acts of the government, acts of the other party, fires, floods, strikes, freight
embargoes,  unusually  severe  weather or delays of  subcontractors  due to such
causes  (an  "Event  of  Force  Majeure"),  the  time  for  performance  of such
obligations shall be extended for the period of the enforced delay, if the party
seeking  the benefit of this  provision  (a) as soon as  practicable,  gives the
other party written  notice of the delay,  describes its cause and, if possible,
provides an estimate  of the  duration of the delay and (b) uses all  reasonable
efforts  to  minimize  the  delay and any  other  effects  of the Event of Force
Majeure.

ARTICLE 11.  APPLICABLE LAW

This Agreement  shall be interpreted in accordance with and governed by the laws
of the State of Connecticut  and the United States of America,  as applicable to
agreements to be performed  wholly therein,  excluding with respect to conflicts
of law principles.

ARTICLE 12.  DISPUTE RESOLUTION

12.1.Informal Discussion.  The parties agree to attempt in good faith to resolve
     any  disputes  arising  out  of  or in  connection  with  the  performance,
     operation  or  interpretation  of this  Agreement  promptly by  negotiation
     between the authorized  contacts of the parties. If a dispute should arise,
     the authorized contacts will meet at least once and will attempt to resolve
     the matter.  Either authorized contact may request the other to meet within
     14 days,  at a mutually  agreed time and place.  If the matter has not been
     resolved  within 30 days of the request for such  meeting,  the  authorized
     contacts shall refer the matter to the  representatives  of the parties who
     are responsible for matters at the policy or strategic level who shall meet
     within 14 days of the end of such 30-day period,  at a mutually agreed time
     and place.

12.2.Arbitration.  If a  dispute  has not been  resolved  within  30 days of the
     meeting described in the last sentence of Section 12.1 hereof,  the dispute
     shall be settled by arbitration conducted under the then current Commercial
     Arbitration   Rules   of  the   American   Arbitration   Association   (the
     "Association")  in  accordance  with  the  terms  of  this  Agreement.  The
     arbitration shall be conducted at the Association's regional office located
     closest to Licensor's  principal place of business by an arbitrator  agreed
     upon by the parties or, if they cannot  agree,  by three  arbitrators,  one
     selected  by each  of the  parties  and  the  third  selected  by such  two
     arbitrators.  Judgment  upon  the  arbitration  award  may be  entered  and
     enforced  in any  court of  competent  jurisdiction.  Neither  party  shall
     institute an arbitration proceeding hereunder unless at least 30 days prior
     thereto  such party shall have given  written  notice to the other party of
     its intent to do so. Neither party shall be precluded  hereby from securing
     equitable remedies in courts of any jurisdiction, including but not limited
     to temporary restraining orders and preliminary injunctions, to protect its
     rights and  interests,  but such  remedies  shall not be sought solely as a
     means to avoid or delay arbitration.

ARTICLE 13.  NOTICE

Any  notices  under  this  Agreement  shall be in  writing  and  shall be deemed
delivered  (a) if delivered  personally,  on the date of delivery (b) if sent by
recognized commercial courier, on the date of scheduled delivery, (c) if sent by
telecopy  and promptly  confirmed  by first class mail,  on the date of telecopy
delivery,  (d) if sent by  registered  or  certified  mail  (postage  or charges
prepaid),  on the  third  day  following  dispatch.  Unless  notice  is given in
accordance  herewith to change the data below,  any notice under this  Agreement
shall be addressed as follows:

If to Licensor:                                      If to Licensee:
--------------                                       --------------
NCT Group, Inc.                                      Stopnoise, Inc.
20 Ketchum St.                                       431 Route 10
Westport, CT  06880                                  Randolph, NJ  07102
Attention:  Chief Executive Officer                  Attention:  Morton Salkind
Telecopy:  203-226-3123                              Telecopy:  973-328-1335


ARTICLE 14.  INDEMNIFICATION

14.1.Breaches of this Agreement.  Each of Licensor and Licensee shall indemnify,
     defend and hold  harmless the other party,  the other  party's  Affiliates,
     successors and assigns, and the officers,  directors,  employees and agents
     of all  thereof  (the  "Indemnified  Party")  against  any and all  losses,
     claims, damages, liabilities, costs and expenses (including but not limited
     to reasonable  attorneys'  fees and other costs of defense)  (collectively,
     "Losses") that the Indemnified Party may incur or for which the Indemnified
     Party may become liable on account of any suit,  claim or proceeding  based
     upon or purporting to be based upon a breach of this Agreement by the other
     party (the "Indemnifying Party") or its employees or agents.

14.2.Intellectual   Property.   Licensor  (as  an   Indemnifying   Party)  shall
     indemnify,  defend  and  hold  harmless  Licensee,  Licensee's  Affiliates,
     successors and assigns, and the officers,  directors,  employees and agents
     of all thereof (as an  Indemnified  Party) against any and all Losses based
     on or  arising  out of  actual or  alleged  infringement  of any  patent or
     trademark or any unfair trade  practice  resulting from the exercise or use
     of any right or license granted to Licensee under this Agreement; provided,
     however,  that Licensor shall have no liability to defend or pay damages or
     costs to Licensee  with  respect to any claim of  infringement  based on or
     arising  out of an  implementation  designed or modified by Licensee or any
     third party or based on or arising out of  Licensee's  use of the  Licensed
     Patents or the Licensed  Technology  for any purpose other than the design,
     manufacture, use or sale of Licensed Products pursuant to this Agreement.

14.3.Procedures.  The Indemnified  Party shall promptly advise the  Indemnifying
     Party of any such suit,  claim or proceeding  and shall  cooperate with the
     Indemnifying  Party in the defense of such suit,  claim or  proceeding.  No
     settlement of such a suit,  claim or  proceeding  shall be made without the
     prior  written  consent  of  the  Indemnified  Party,  which  shall  not be
     unreasonably withheld. In any event, the Indemnified Party shall furnish to
     the  Indemnifying  Party such  information  relating to such suit, claim or
     proceeding as the Indemnifying  Party shall  reasonably  request for use in
     defending the same.

ARTICLE 15.  WARRANTIES AND DISCLAIMER

15.1.Validity and  Non-Infringement.  To the best of  Licensor's  knowledge  and
     belief, as of the date of this Agreement the Licensed Patents are valid and
     do not infringe any other patent issued prior to the date hereof.

15.2.Enforcement.   Throughout  the  term  of  this  Agreement,  Licensor  shall
     maintain in force the Licensed Patents. In this connection,  Licensor shall
     promptly pay all costs of continuations, continuations-in-part,  divisions,
     extensions, reissues, re-examinations, or renewals of the Licensed Patents,
     including  but not  limited  to the costs of  attorneys,  experts  or other
     professionals engaged in connection with any of the foregoing. In addition,
     Licensor shall actively  protect the Licensed  Patents and shall  institute
     such suits, actions or proceedings for infringement of the Licensed Patents
     as may be necessary in this regard; provided, however, that no suit, action
     or  proceeding  need be  brought by  Licensor  unless  Licensor  shall have
     received  the advice of counsel  that  success on the merits is  reasonably
     certain.  In the event Licensor fails to commence an enforcement  action or
     otherwise  protect  the  Licensed  Patents  as  aforesaid  after  notice of
     possible infringement from Licensee,  Licensee shall be entitled by itself,
     at its own expense,  to institute  proceedings  in the name of and with the
     cooperation  of Licensor  to restrain  such  infringement.  Where  Licensee
     proceeds alone and achieves an award from the official enforcement forum in
     an action  brought by it,  Licensee shall be entitled to retain such award.
     However,  any  compromise  of such  enforcement  action  or  concession  of
     invalidity  or priority of invention of any patent,  whether in  connection
     with  an  enforcement  action  or  any  other  proceeding,   shall  require
     Licensor's participation and prior written consent. If Licensor has elected
     to participate and share in the expense of any such enforcement action, any
     award shall be shared equally by Licensor and Licensee.

15.3.DISCLAIMER.  EXCEPT AS SPECIFICALLY  SET FORTH IN THIS AGREEMENT,  LICENSOR
     HEREBY   DISCLAIMS  ANY  EXPRESS  OR  IMPLIED  WARRANTY  OF  THE  ACCURACY,
     RELIABILITY,   TECHNOLOGICAL  OR  COMMERCIAL  VALUE,  COMPREHENSIVENESS  OR
     MERCHANTABILITY  OF THE LICENSED  PATENTS,  THE LICENSED  TECHNOLOGY OR THE
     LICENSED  PRODUCTS,  OR  THEIR  SUITABILITY  OR  FITNESS  FOR  ANY  PURPOSE
     WHATSOEVER.  LICENSOR  DISCLAIMS ALL OTHER  WARRANTIES OF WHATEVER  NATURE,
     EXPRESS OR IMPLIED. LICENSOR DISCLAIMS ALL LIABILITY FOR ANY LOSS OR DAMAGE
     RESULTING,  DIRECTLY OR INDIRECTLY,  FROM THE USE OF THE LICENSED  PATENTS,
     THE LICENSED TECHNOLOGY AND THE LICENSED PRODUCTS, OTHER THAN THOSE ARISING
     FROM  CLAIMS  OF  INFRINGEMENT  OF  INTELLECTUAL  PROPERTY  RIGHTS OF THIRD
     PARTIES; WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,  THIS DISCLAIMER
     EMBRACES CONSEQUENTIAL, INCIDENTAL AND PUNITIVE DAMAGES, LOSS OF PROFITS OR
     GOOD WILL,  EXPENSES FOR  DOWNTIME OR FOR MAKING UP  DOWNTIME,  DAMAGES FOR
     WHICH  LICENSEE  MAY BE LIABLE TO OTHER  PERSONS,  DAMAGES TO PROPERTY  AND
     INJURY TO OR DEATH OF ANY PERSONS.

ARTICLE 16.   SUPPORT SERVICES

Licensor shall provide Licensee with engineering,  maintenance and sales support
with respect to Licensed Products to be sold,  leased,  distributed or otherwise
transferred  by Licensee under this Agreement to the extent and at the rates set
forth in Schedule 16 hereto.

ARTICLE 17.   MISCELLANEOUS

17.1.Authority.  Each party  hereto  represents  and warrants to the other party
     that it has the right,  power and  authority to enter into and perform this
     Agreement  and that  such  execution  and  performance  will not  breach or
     conflict with any agreement or  governmental  or judicial order by which it
     or its assets are bound.

17.2.Announcements.  Except for disclosures  required by law, including required
     filings with the  Securities and Exchange  Commission,  neither party shall
     use the other party's name or disclose the terms of this Agreement  without
     the prior  written  consent of the other party,  which consent shall not be
     unreasonably withheld. Notwithstanding the foregoing, upon the execution of
     this  Agreement,  either  party may issue a press  release in such  party's
     customary  format reporting the execution of this Agreement and its general
     subject  matter if such party has received the other  party's prior written
     consent thereto, which consent shall not be unreasonably withheld.

17.3.Taxes.   Licensee  shall  be  solely   responsible  for  any  sales,   use,
     occupational  or privilege  taxes,  duties,  fees or other similar  charges
     imposed by any  governmental  authority in connection with the manufacture,
     sale, lease, distribution, use or other disposition by Licensee of Licensed
     Products or of any other rights granted to Licensee hereunder. Other taxes,
     including  income taxes based on royalties and other  payments to Licensor,
     shall be the responsibility of Licensor.

17.4.Independent  Contractors.  Each party hereto is an  independent  contractor
     with respect to the other party hereto and neither shall be considered  the
     partner, employer, agent or representative of the other.

17.5.Entire Agreement.  This Agreement  constitutes the entire agreement between
     the parties with respect to the subject  matter hereof and  supersedes  all
     prior oral or written  agreements  or  understandings  of the parties  with
     regard to such subject matter.

17.6.Waivers.  No waiver of any  provision  of this  Agreement  shall be binding
     unless in writing and executed by the party being charged. No modification,
     waiver or discharge of any right or claim under this Agreement shall affect
     the right of a party hereto to enforce any other claim or right hereunder.

17.7.Severability.  If any portion of this  Agreement for any reason is declared
     invalid or unenforceable, such declaration shall not affect the validity or
     enforceability of the remainder of this Agreement,  which shall still be in
     full force and effect;  provided,  however,  that in the event a portion of
     this Agreement is declared invalid and the invalidity or  enforceability of
     such portion has the effect of materially  altering the  obligations of any
     party under this  Agreement,  the parties  will  negotiate in good faith to
     amend this  Agreement  so as to put such party in a position  substantially
     similar to the position such party was in prior to such declaration.

17.8.Successors  and Assigns.  Neither party hereto may assign this Agreement or
     any of its rights or  obligations  hereunder,  except (a) as  described  in
     Section 2.3 hereof;  (b) with the prior written consent of the other party;
     or (c) where the assignment is to an Affiliate of the assigning  party,  if
     the assigning  party gives the other party 30 days' prior written notice of
     the  assignment  and the  assignee  agrees  in  writing  to be bound by the
     provisions of this Agreement.  This Agreement shall inure to the benefit of
     and be binding upon the  successors  and  permitted  assigns of the parties
     hereto.

17.9.Drafter.  No provision of this Agreement shall be construed  against either
     party hereto solely because such party or its agent drafted such provision.

IN WITNESS WHEREOF, Licensor and Licensee have executed this Agreement as of the
date first above written.

Licensor:                                      Licensee:
--------                                       --------

NCT GROUP, INC.                                STOPNOISE, INC.

By: /s/   Michael J. Parrella                 By:  /s/   Morton Salkind
-------------------------------               -----------------------------
   Name:  Michael J. Parrella                    Name:   Morton Salkind
      -------------------------                  --------------------------
   Title: C.E.O.                                 Title:  Vice President
      -------------------------                  --------------------------



                                                                 Schedule 1.3

                                  DELIVERABLES

In  accordance  with  Section 4.2 of this  Agreement,  Licensor  will deliver to
Licensee the following  Deliverables on or before the respective dates set forth
below:

Deliverable:                                   Date:
-----------                                    ----

None.


                                                                 Schedule 1.6
                                LICENSED PATENTS

1.       Patents:
         -------

The patents listed below:


           Patent Number                                    Country
           -------------                                    -------

  4,489,441                                        United States
  4,654,871                                        United States
  4,566,118                                        United States
  2110504B                                         United Kingdom
  EP(BE)96684                                      Belgium
  EP(FR)96684                                      France
  P3269764.3                                       Germany
  EP(NL)96884                                      Netherlands
  8302725                                          Norway
  82/8700                                          South Africa
  EP(SE)96684                                      Sweden
  EP(CH)96684                                      Switzerland
  2147166A                                         United Kingdom
  4,589,133                                        United States
  1964147                                          Japan
  2,142,091                                        United Kingdom
  4,596,033                                        United States
  2,154,830                                        United Kingdom
  4,637,048                                        United States
  2,155,734                                        United Kingdom
  4,669,122                                        United States
  2,160,742                                        United Kingdom
  4,862,506                                        United States
  1,322,782                                        Canada
  5,097,923                                        United States
  PCT/US89/00665                                   PCT
  622158                                           Australia
  1,329,140                                        Canada
  0373188                                          EPO
  0373188                                          United Kingdom
  0373188                                          SE
  0373188                                          IT
  0373188                                          FR
  P 689 11 112.6-08                                DE
  2709743                                          Japan
  137271                                           Korea
  2009334                                          Russia
  4,977,600                                        United States
  1,296,651                                        Canada
  4,878,188                                        United States
  PCT/US89/03907                                   PCT
  628401                                           Australia
  1,329,834                                        Canada
  0396666                                          EPO
  0396666                                          FR
  689 26 039                                       DE
  0396666                                          IT
  0396666                                          SE
  0396666                                          GB
  2627807                                          Japan
  122602                                           Korea
  5,105,377                                        United States
  PCT/US91/00722                                   PCT
  650259                                           Australia
  2,076,007-9                                      Canada
  0 521 868                                        EPO
  03-504512                                        Japan
  136565                                           Korea
  5,091,953                                        United States
  PCT/US91/00756                                   PCT
  2,074,951                                        Canada
  0 515 518                                        EPO
  50 5555/91                                       Japan
  PCT/US91/02731                                   PCT
  0 580 579                                        EPO
  E 167.775                                        Austria
  691 29 664.2                                     Germany
  HK1011163                                        Hong Kong
  PCT/US92/05770                                   PCT
  2,140,152                                        Canada
  0 651 899                                        EPO
  5,563,817                                        United States
  5,311,453                                        United States
  PCT/US92/05772                                   PCT
  2,140,153                                        Canada
  0 659 288                                        EPO
  69231855                                         Germany
  5,627,746                                        United States
  PCT/US92/03025                                   PCT
  2,118,211                                        Canada
  92916056.2                                       EPO
  0 636 207                                        Austria
  69220245.5                                       Germany
  07/928,471                                       United States
  PCT/US92/07650                                   PCT
  2,142,014                                        Canada
  0 655 151                                        EPO
  506204/94                                        Japan
  PCT/US92/05229                                   PCT
  2,138,553                                        Canada
  0 694 234                                        EPO
  5,638,022                                        United States
  PCT/US92/05228                                   PCT
  2,138,552                                        Canada
  0 647 372                                        EPO
  5,469,087                                        United States
  PCT/US92/07802                                   PCT
  2,145,077                                        Canada
  0 660 958                                        EPO
  5,652,770                                        United States
  5,361,303                                        United States
  PCT/US94/03357                                   PCT
  2,159,589                                        Canada
  0695452                                          EP
  5,440,642                                        United States
  PCT/US94/09999                                   PCT
  94928558.9                                       EP
  2,170,026                                        CA
  3219770                                          JP
  PCT/US94/08393                                   PCT
  94922156.8                                       EP
  3027824                                          JP
  5,546,467                                        United States
  PCT/US95/01038                                   PCT
  2,179,619                                        CA
  0 742 941                                        EP
  69524062                                         Germany
  5,745,581                                        United States
  5,475,761                                        United States
  PCT/US95/01039                                   PCT
  2,179,620                                        CA
  0 742 971                                        EP
  69522208                                         Germany
  PCT/GB91/00265                                   PCT
  639761                                           Australia
  2076390-6                                        Canada
  91904859.5                                       EPO
  0 516 695                                        France
  691 25 601.2-08                                  Germany
  0 516 695                                        Italy
  0 516 695                                        Netherlands
  0 516 695                                        Sweden
  0 516 695                                        United Kingdom
  505505                                           Japan
  08/050,023                                       United States
  PCT/GB91/01850                                   PCT
  660291                                           Australia
  2,095,038                                        Canada
  0 555 248                                        EPO
  0 555 248                                        Austria
  0 555 248                                        Belgium
  0 555 248                                        Denmark
  0 555 248                                        France
  0 555 248                                        Germany
  69129413.5                                       Greece
  0 555 248                                        Italy
  0 555 248                                        Luxembourg
  0 555 248                                        Netherlands
  0 555 248                                        Spain
  0 555 248                                        Sweden
  0 555 248                                        Switzerland
  0 555 248                                        United Kingdom
  516924/91                                        Japan
  4,715,559                                        United States
  2230920                                          United Kingdom
  2049332-1                                        Canada
  5,365,594                                        United States
  PCT/GB90/00617                                   PCT
  635266                                           Australia
  0470153                                          EPC
  0470153 (FR)                                     France
  0470153 (DE)                                     Germany
  0470153 (IT)                                     Italy
  0470153 (SP)                                     Spain
  0470153 (SE)                                     Sweden
  5,133,017                                        United States
  PCT/US91/01395                                   PCT
  0 533 680                                        EPC
  PCT/GB92/01399                                   PCT
  665565                                           Australia
  2114529                                          Canada
  5-503383                                         Japan
  231938                                           Korea
  5,638,454                                        United States
  0 596 971                                        EPC
  69223147.1                                       Germany
  PCT/GB92/00642                                   PCT
  664988                                           Australia
  2107663                                          Canada
  4-507711                                         Japan
  0255030                                          Korea
  5,434,925                                        United States
  0 579 667                                        EPC
  PCT/US93/03354                                   PCT
  08/082,402                                       United States
  PCT/US94/07027                                   PCT
  0 705 472                                        EPC
  99203047.8                                       EP
  6,118,878                                        United States
  09/595,558                                       United States
  5,416,845                                        United States
  (FWC of 08/054,935
  PCT/US94/04821                                   PCT
  0 724 415                                        EP
  2,160,672                                        CA
  2,001,199-8                                      Canada



2.       Patents Pending Under Filed Applications:
         ----------------------------------------

None.



3.       Disclosures for Which Patent Applications are to be Filed:
         ---------------------------------------------------------

None.


                                                                 Schedule 1.8
                               LICENSED TECHNOLOGY

1.   The unpatented  technology contained in the patent applications filed or to
     be filed and listed on Schedule 1.6 to this Agreement.

2.   The unpatented technology in Licensor's possession that Licensor is free to
     disclose and that  supports,  amplifies,  explains or enables the design or
     manufacture  of  products  embodying  any of  the  claims  of the  Licensed
     Patents.

3.   The unpatented technology contained in the Deliverables.

4.   The  technology  contained in the expired or  abandoned  patents and patent
     applications listed below:


  Patent or Patent Application Number                    Country
  -----------------------------------                    -------

  4,122,303                                        United States
  1555760                                          United Kingdom
  501 428                                          Australia
  853039                                           Belgium
  7710193                                          France
  2712534                                          Germany
  148465                                           Norway
  211/81                                           Singapore
  77/1689                                          South Africa
  4,153,815                                        United States
  1577322                                          United Kingdom
  507 688                                          Australia
  854547                                           Belgium
  2351466                                          France
  P2721745.5                                       Germany
  147851                                           Norway
  210/81                                           Singapore
  447937                                           Sweden
  4,417,098                                        United States
  EP(UK)34592                                      United Kingdom
  537227                                           Australia
  EP(FR)34592                                      France
  P3066842.9                                       Germany
  2012840                                          Japan
  EP(NL)346592                                     Netherlands
  151684                                           Norway
  81/0990                                          South Africa
  EP(SE)34592                                      Sweden
  EP(CH)34592                                      Switzerland
  2077988B                                         United Kingdom
  542511                                           Australia
  E40613                                           Austria
  EP(FR)40613                                      France
  P3071417.1                                       Germany
  EP(NL)40613                                      Netherlands
  153074                                           Norway
  EP(SE)40613                                      Sweden
  EP(CH)40613                                      Switzerland
  2104754B                                         United Kingdom
  550700                                           Australia
  E17410                                           Austria
  EP(FR)81516                                      France
  P3268382.0                                       Germany
  EP(NL)81516                                      Netherlands
  157478                                           Norway
  82/4145                                          South Africa
  EP(SE)81516                                      Sweden
  EP(CH)81516                                      Switzerland
  4,527,282                                        United States
  2105948B                                         United Kingdom
  552558                                           Australia
  E13953                                           Austria
  EP(BE)85691                                      Belgium
  EP(FR)85691                                      France
  P3264276.8                                       Germany
  EP(LU)85691                                      Luxembourg
  EP(NL)85691                                      Netherlands
  158392                                           Norway
  82/5676                                          South Africa
  EP(SE)85691                                      Sweden
  EP(CH)85691                                      Switzerland
  4,423,289                                        United States
  1484903                                          Japan
  2054999                                          United Kingdom
  4,480,333                                        United States
  2097629                                          United Kingdom
  4,171,465                                        United States
  1,548,362                                        United Kingdom
  4,044,203                                        United States
  7,341,862                                        France
  80/469                                           Hong Kong
  80/116                                           Singapore
  1,456,018                                        United Kingdom
  2009334                                          Ukraine
  2,108,696                                        Canada
  518527/91                                        Japan
  08/133,119                                       United States
  08/422,403                                       United States
  PCT/US93/06633                                   PCT
  08/318,629                                       United States
  08/065,420                                       United Stated
  PCT/US94/05640                                   PCT
  08/104,754                                       United States
  PCT/US95/02704                                   PCT
  08/187,022                                       United States
  520165/95                                        JP
  07/920,494                                       United States
  2,088,951B                                       United Kingdom
  4,473,906                                        United States
  1667325                                          Japan
  1,161,766                                        Canada
  3144052                                          Germany
  506649/90                                        Japan
  20440115-0                                       Canada
  9116433.5                                        United Kingdom
  9107416.1                                        United Kingdom
  07/866,918                                       United States
  93909299.5                                       EPC
  2,117,803                                        Canada
  503060/95                                        JP
  524609/94                                        JP




                                                                 Schedule 16

                                SUPPORT SERVICES

In connection with this License Agreement,  Licensor shall provide Licensee with
engineering,  maintenance  and sales  support  services,  subject  to  personnel
availability,  at the rates set forth  below.  Rates are  subject to change upon
reasonable  prior  notice.  Out-of-pocket,  travel and  materials  expenses  are
additional and will be billed and paid at cost.


Personnel:                            Hourly Rate:
---------                             -----------
Technician/Draftsman                  Licensor's  then-standard rate(s) therefor

Junior Engineer                       Licensor's  then-standard rate(s) therefor

Engineer                              Licensor's  then-standard rate(s) therefor

Senior Engineer                       Licensor's  then-standard rate(s) therefor

Manager                               Licensor's  then-standard rate(s) therefor