Exhibit 10(an)


                                      NCTI
                                20 KETCHUM STREET
                               WESTPORT, CT 06880




July 1, 2001
Mr. John Harris
Stopnoise.com. Inc.


Re: Consulting Agreement

Dear Mr. Harris:

This will confirm the arrangements,  terms and conditions pursuant to which John
Harris of Stopnoise.com,  Inc.  ("Consultant"),  has been retained to serve as a
management  consultant  and advisor to Noise  Cancellation  Technologies,  Inc.,
("the Company"),  for an Initial Period of one (1) year, automatically renewable
for a period of one (1) year, conferencing July 1, 2001, 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.

  l.      Duties of consultant: Consultant will provide such consulting services
          and advice peraining to the Company's  business affairs as the Company
          may  from  time to  time  reasonably  request.  Without  limiting  the
          generality  of the  foregoing,  Consultant  will assist the Company in
          corporate    development,    evaluating    merger   and    acquisition
          opportunities,  refining business plan,  evaluation of marketing plan,
          strategic  planning,  and recruiting.  The services described shall be
          rendered by  Consultant  with the direction of the Company and at such
          time and place and in such manner  (whether by conference.  telephone,
          letter or otherwise) as Company and Consultant may mutually determine.

  2.      Term of the Agreement: The effective date of this Agreement is July 1,
          2001.  The term of this  Agreement  is through  June 30,  2002  unless
          extended.

  3.      Available  Time:  Consultant  shall make available such time as it, in
          its sole discretion, shall deem appropriate for the performance of its
          obligations under this Agreement and may, in certain  circumstances be
          entitled to additional compensation in connection therewith.

  4.      Compensation: As compensation for Consultant's services hereunder, the
          Company shall pay to Consultant  compensation for business  consulting
          services as follows:

  5.      Equity for Services: The Company will grant the Consultant a Five Year
          (5) Stock Option in the Company's  common stock for 625,000  shares of
          the Company's common stock at $0.12 per share.  The foregoing  options
          shall  vest at the end of the  Initial  Period 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.

  6.      Expenses:   The  Company   agrees  to  reimburse  the  Consultant  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 cost
          to the Consultant.

  8.      Communications:   Company   agrees  to  set  up  a  private  line  for
          communications between Consultant and Michael J. Parrella.

  9.      Relationship:   Nothing  herein  shall  constitute  Consultant  as  an
          employee  or agent of the  Company,  except  to such  extent  as might
          hereinafter be expressly agreed for a particular  purpose.  Consultant
          shall not have the  authority to obligate or commit the Company in any
          manner whatsoever.

  10.     Information:  The Company  acknowledges  that  Consultant 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,  Consultant  agrees  that it 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
          Consultant,  its  partners,  of5cers,  directors,  employees  and each
          person  who  controls  Consultant  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  Consultant's  performance  under this
          Agreement and will reimburse  Consultant  for all expenses  (including
          counsel fees) as they are incurred.

  13.     Assignment: this Agreement shall not be assignable by either party.


  14.     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.

  15.     Notices:  All notices  will be sent via  certified  mail or  overnight
          courier such as Federal  Express,  to Mr. John  Harris,  431 Route 10,
          Randolph, New Jersey 07869 and Noise Cancellation Technologies,  Inc.,
          One dock Street,  Suite 300, Stamford,  Connecticut  06902,  Attention
          Michael J. Parrella.

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



Very truly yours,


/s/ Michael J. Parrella
---------------------------
Michael J. Parrella
President
NCT Group, Inc.


AGREED & ACCEPTED


By:  Stopnoise.com. Inc.


Name: Mr. John Harris

/s/ John Harris
---------------------------
Title: Consultant

Date:7/5/01

<PAGE>




                                      NCTI
                                20 KETCHUM STREET
                               WESTPORT, CT 06880




October 9. 2001


Mr. John Harris
Stopnoise.com, Inc.

Re:  Addendum to the July 1, 2001 Consulting Agreement


Dear Mr. Harris:

This will  confirm  that the above  referred to  consulting  agreement is hereby
amended to add the following:

In consideration of a special corporate  assignment including the development of
Poison Pill  Strategies,  the consultant is hereby granted an additional  option
for 1.5  Million  shares  of the  company's  common  stock at  $.0925  per share
(today's  price) under the same terms and  conditions,  except for price, as set
forth in the consulting agreement of July 1, 2001.

All other terms of the above referenced consulting agreement are hereby ratified
and re-affirmed.


Very truly your,


/s/ Michael J. Parrella
-----------------------------
Michael J. Parrella
President NCT Group, Inc.


AGREED & ACCEPTED

By: Stopnoise.com, Inc.

/s/ John Harris
----------------------------
Name: John Harris
Title: Consultant
Dated: 10/9/01

<PAGE>



                                      NCTI
                                20 KETCHUM STREET
                               WESTPORT, CT 06880



February 15. 2002


Mr. John Harris
Stopnoise.com, Inc.


Re: Second Addendum to the July 1, 2001 Consulting Agreement


Dear Mr. Harris:

This will  confirm  that the above  referred to  consulting  agreement is hereby
amended to add the following:

          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  advice  pertaining  to the  company's
          international  business  affairs as well as  domestic,  as the company
          may, from time-to-time, request. As consideration for these additional
          services,  consultant  is hereby  granted an  additional  option for 1
          Million shares of the company's  common stock at $.082 per share,  the
          closing   price  on  February  15.  2002  under  the  same  terms  and
          conditions, except for price, as set forth in the consulting agreement
          of July 1, 2001."

All other terms of the above referenced consulting agreement are hereby ratified
and re-affirmed.


Very truly yours,


/s/ Michael J. Parrella
----------------------------
Michael J. Parrella
President

AGREED & ACCEPTED

By: Stopnoise.com. Inc.

/s/ John Harris
---------------------------
Name: John Harris
Title: Consultant
Date: 2/15/02


<PAGE>



                                      NCTI
                                20 KETCHUM STREET
                               WESTPORT, CT 06880




February 27, 2002
Mr. John Harris
Stopnoise.com, Inc.


Re: Third Addendum to the July 1, 2001 Consulting Agreement

Dear Mr. Harris:


This will  confirm  that the above  referred to  consulting  agreement is hereby
amended as follows:

          Delete  the  amendment  contained  in the  February  15,  2002  Second
          Amendment  to the  July  1,  2002  Consulting  Agreement,  and add the
          following language:

          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  advice  pertaining  to the  company's
          international  business  affairs as well as  domestic,  as the company
          may, from time-to-time, request. As consideration for these additional
          services,  consultant is hereby granted an additional  option for 1.25
          Million shares of the company's  common stock at $.079 per share,  the
          closing   price  on  February  27,  2002  under  the  same  terms  and
          conditions, except for price, as set forth in the consulting agreement
          of July 1, 2001."

All other terms of the above referenced consulting agreement are hereby ratified
and re-affirmed.


Very truly yours,


/s/ Michael J. Parrella
----------------------------
Michael J. Parrella
President

AGREED & ACCEPTED

By: Stopnoise.com, Inc.

/s/ John Harris
---------------------------
Name: John Harris
Title: Consultant
Date: 2/27/02