Exhibit 4(ax)

This  Warrant  has not been  registered  under the  Securities  Act of 1933,  as
amended,  or applicable  state  securities  laws, nor the securities laws of any
other  jurisdiction.  This Warrant may not be sold or transferred in the absence
of an effective registration statement under those securities laws or an opinion
of counsel, in form and substance  satisfactory to the Company, that the sale or
transfer is pursuant to an exemption to the  registration  requirements of those
securities laws.

               WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK
         (void after 5:00 p.m., New York City time, on November 15, 2006

No. 02 - 5                    300,000 Shares       Dated as of December 16, 2002
----------

     FOR  VALUE  RECEIVED,   NCT  GROUP,  INC.,  a  Delaware   corporation  (the
"Company"), as of the date hereof (the "Grant Date"), hereby issues this warrant
(the  "Warrant")  and certifies that Steven Keenan (the "Holder") is granted the
right,  subject to the provisions of this Warrant, to purchase from the Company,
during the period  commencing at 9:00 a.m. New York City local time on the Grant
Date and expiring,  unless earlier terminated as hereinafter  provided,  at 5:00
p.m.  New York City local time on November  15, 2006 or, if such day is a day on
which  banking  institutions  in the City of New York are  authorized  by law to
close,  then on the  next  succeeding  day  that  shall  not be such a day  (the
"Exercise  Period"),  up to Three  Hundred  Thousand  (300,000)  fully  paid and
non-assessable  shares of common stock, par value $.01 per share, of the Company
at a price of $0.099 per share (the "Exercise Price").  As used herein,  "Common
Stock"  means the  shares of common  stock,  par value  $.01 per  share,  of the
Company  as  constituted  on the Grant  Date,  together  with any  other  equity
securities  that  may be  issued  by  the  Company  in  addition  thereto  or in
substitution  therefor. The number of shares of Common Stock to be received upon
the  exercise of this Warrant may be adjusted  from time to time as  hereinafter
set forth.  The Common Stock  deliverable  upon such exercise,  as adjusted from
time to time,  is  sometimes  referred to herein as the  "Warrant  Stock."  Upon
receipt by the Company of evidence  reasonably  satisfactory  to it of the loss,
theft,  destruction  or mutilation  of this  Warrant,  and (in the case of loss,
theft or  destruction)  of  reasonably  satisfactory  indemnification,  and upon
surrender  and  cancellation  of this Warrant,  if mutilated,  the Company shall
execute and  deliver a new Warrant of like tenor and date.  Any such new Warrant
executed and delivered shall constitute an additional  contractual obligation on
the part of the Company,  whether or not this Warrant so lost, stolen, destroyed
or mutilated shall be at any time enforceable by anyone. This Warrant is issued,
and all  the  rights  hereunder  are  held,  subject  to all of the  conditions,
limitations and provisions set forth herein.

     1. Exercise of Warrant.  This Warrant may be exercised in whole or in part,
at any time or from time to time,  during the  Exercise  Period.  Subject to the
restrictions  and limitations set forth above,  this Warrant may be exercised by
presentation  and  surrender  of this  Warrant to the  Company at its  principal
office, together with a completed and duly executed Warrant Exercise Form in the
form attached hereto as Exhibit 1 (the "Exercise Form"), payment (either in cash
or by certified or official bank check,  payable to the order of the Company) of
the  Exercise  Price for the number of shares of Common  Stock  specified in the
Exercise Form and instruments of transfer, if appropriate,  duly executed by the
Holder.  If this  Warrant is  exercised in part only,  the Company  shall,  upon
surrender  of this Warrant for  cancellation,  execute and deliver a new Warrant
evidencing  the  rights of the  Holder to  purchase  the  balance  of the shares
purchasable hereunder.  Upon receipt by the Company of this Warrant, an executed
Exercise Form, the Exercise Price and any  appropriate  instruments of transfer,
the  Holder  shall be deemed to be the  holder of record of the shares of Common
Stock issuable upon such exercise, notwithstanding that the stock transfer books
of the  Company  shall  then be closed or that  certificates  representing  such
shares of Common Stock shall not then be actually  delivered to the Holder.  The
Company  shall pay any and all  documentary  stamp or similar  issue or transfer
taxes payable in respect of the issue or delivery of shares of Common Stock upon
exercise of this Warrant.

     2.  Reservation  of Shares.  The  Company  shall at all times  reserve  for
issuance and delivery  upon  exercise of this Warrant all shares of Common Stock
of the Company from time to time receivable  upon exercise of this Warrant.  All
such shares shall be duly authorized and, when issued upon such exercise,  shall
be  validly  issued,  fully  paid,  non-assessable  and free of all  pre-emptive
rights.

     3. Warrant Stock  Transfer to Comply with the  Securities  Act of 1933. The
Warrant  Stock may not be sold,  exchanged,  transferred,  assigned or otherwise
disposed of unless  registered  pursuant to the provisions of the Securities Act
of 1933,  as  amended  (the  "1933  Act"),  or an opinion of counsel in form and
content  satisfactory  to the Company is delivered  to the Company  stating that
such sale or other disposition is made in compliance with an available exemption
from such registration.  Any sale or other disposition of the Warrant Stock must
also comply with all applicable state securities laws and regulations.

     4. Fractional Shares. No fractional shares or scrip representing fractional
shares shall be issued upon the exercise of this Warrant,  but the Company shall
issue one  additional  share of its Common  Stock in lieu of each  fraction of a
share otherwise called for upon any exercise of this Warrant.

     5.  Exchange,  Transfer  or  Assignment  of  Warrant.  This  Warrant is not
registered  under the 1933 Act nor under any state securities law or regulation.
This  Warrant may not be sold,  exchanged,  transferred,  assigned or  otherwise
disposed of unless  registered  pursuant to the provisions of the 1933 Act or an
opinion of counsel in form and content  satisfactory to the Company is delivered
to the Company stating that such  disposition is in compliance with an available
exemption  from  registration.  Any  such  disposition  must  also  comply  with
applicable state securities laws and regulations.

     6.  Rights of the  Holder.  The Holder  shall  not,  by virtue  hereof,  be
entitled  to any rights of a  stockholder  of the  Company,  either at law or in
equity,  and the  rights of the Holder are  limited to those  expressed  in this
Warrant.

     7. Redemption. This Warrant is not redeemable by the Company.

     8. Anti-Dilution Provisions.

     8.1 Adjustment for Certain Dividends and Reclassifications.  In case at any
time or from time to time after the Grant Date the  holders of Common  Stock (or
any other  securities at the time  receivable upon the exercise of this Warrant)
shall have received,  or on or after the record date fixed for the determination
of eligible  stockholders  shall have become entitled to receive without payment
therefor,  (a) other or additional  securities or property  (other than cash) by
way of dividend,  (b) any cash paid or payable  except out of earned  surplus of
the Company at the Grant Date as increased  (decreased)  by  subsequent  credits
(charges)  thereto  (other  than  credits in  respect of any  capital or paid-in
surplus or surplus  created as a result of a  revaluation  of  property)  or (c)
other or additional (or less) securities or property  (including cash) by way of
stock-split,  spin-off,  split-up,  reclassification,  combination  of shares or
similar corporate  rearrangement,  then, in each such case, the Holder, upon the
exercise of this  Warrant as provided in Section 1 hereof,  shall be entitled to
receive,  subject to the  limitations  and  restrictions  set forth herein,  the
amount of securities  and property  (including  cash in the cases referred to in
clauses  (b) and (c)  above)  that such  Holder  would  hold on the date of such
exercise  if on the Grant Date it had been the holder of record of the number of
shares of Common Stock (as  constituted  on the Grant Date)  subscribed for upon
such  exercise as provided  in Section 1 hereof and had  thereafter,  during the
period from the Grant Date to and including the date of such exercise,  retained
such  shares  and/or all other  additional  (or less)  securities  and  property
(including  cash  in the  cases  referred  to in  clauses  (b)  and  (c)  above)
receivable  by  it as  aforesaid  during  such  period,  giving  effect  to  all
adjustments called for during such period by Section 8.2 hereof.

     8.2 Adjustment for Reorganization,  Consolidation,  Merger, Etc. In case of
any reorganization of the Company (or any other  corporation,  the securities of
which are at the time  receivable  on the  exercise of this  Warrant)  after the
Grant  Date  or in  case  after  such  date  the  Company  (or  any  such  other
corporation) shall consolidate with or merge into another  corporation or convey
all or  substantially  all of its assets to another  corporation,  then, in each
such case, the Holder,  upon the exercise of this Warrant as provided in Section
1  hereof  at  any  time  after  the   consummation   of  such   reorganization,
consolidation,  merger or conveyance,  shall be entitled to receive,  in lieu of
the securities and property  receivable  upon the exercise of this Warrant prior
to such consummation, the securities or property to which such Holder would have
been entitled upon such  consummation  if such Holder had exercised this Warrant
immediately  prior  thereto,  all subject to further  adjustment  as provided in
Section  8.1  hereof.  In each such  case,  the terms of this  Warrant  shall be
applicable to the  securities or property  receivable  upon the exercise of this
Warrant after such consummation.

     8.3  Certificate  as to  Adjustments.  In each case of an adjustment in the
number of shares of Common Stock (or other  securities  or property)  receivable
upon the  exercise of this  Warrant,  the Company  shall  promptly  compute such
adjustment  in  accordance  with the terms of this  Warrant  and  deliver to the
Holder a  certificate  setting forth such  adjustment  and showing in detail the
facts upon which such  adjustment  is based,  including a  statement  of (a) the
consideration  received or to be  received  by the  Company  for any  additional
shares of Common Stock issued or sold or deemed to have been issued or sold, (b)
the number of shares of Common Stock outstanding or deemed to be outstanding and
(c) the pro forma adjusted Exercise Price.

     8.4  Notices of Record  Date,  Etc.  In the event (a) the  Company  takes a
record  of the  holders  of  Common  Stock  (or  other  securities  at the  time
receivable  upon the exercise of this Warrant) for the purpose of entitling them
to receive any dividend (other than a cash dividend) or other  distribution,  or
any right to subscribe for, purchase or otherwise acquire any shares of stock of
any class or any other  securities,  or to receive any other  right,  (b) of any
capital reorganization of the Company (other than a stock split or reverse stock
split),  any   reclassification  of  the  capital  stock  of  the  Company,  any
consolidation or merger of the Company with or into another  corporation  (other
than a merger for purposes of change of domicile)  or any  conveyance  of all or
substantially all of the assets of the Company to another  corporation or (c) of
any  voluntary or  involuntary  dissolution,  liquidation  or  winding-up of the
Company,  then,  in each such case,  the Company  shall  deliver to the Holder a
notice  specifying,  as the case may be, the date on which such  record is to be
taken for the purpose of such dividend,  distribution  or right (and stating the
amount and  character of such  dividend,  distribution  or right) or the date on
which such reorganization, reclassification,  consolidation, merger, conveyance,
dissolution, liquidation or winding-up is to take place (and the time, if any is
fixed,  in which the holders of record of Common Stock or such other  securities
at the time  receivable  upon the exercise of this Warrant  shall be entitled to
exchange their shares of Common Stock or such other securities for securities or
other  property   deliverable   upon  such   reorganization,   reclassification,
consolidation, merger, conveyance, dissolution, liquidation or winding-up). Such
notice  shall be  mailed  at least  twenty  (20)  days  prior to the date of the
corporate event to which it relates,  and this Warrant may be exercised no later
than five (5) days  prior to the date of such  corporate  event (if  during  the
Exercise Period).

     9. Legend. In the event of the exercise of this Warrant and the issuance of
any Warrant Stock hereunder,  all certificates  representing Warrant Stock shall
bear on the face thereof substantially the following legend:

     THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
     UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED.  THE  SECURITIES  HAVE BEEN
     ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE
     ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
     SECURITIES  ACT OF 1933,  AS  AMENDED,  OR AN  OPINION  OF COUNSEL IN FORM,
     SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE BORROWER THAT REGISTRATION
     IS NOT  REQUIRED  UNDER SAID ACT OR UNLESS SOLD  PURSUANT TO RULE 144 UNDER
     SAID ACT.  ANY SUCH SALE,  TRANSFER  OR  ASSIGNMENT  MUST ALSO  COMPLY WITH
     APPLICABLE STATE SECURITIES LAWS.

     10. Governing Law and  Jurisdiction.  This Warrant shall be governed by the
internal laws of the State of Delaware,  without regard to the conflicts of laws
principles   thereof.   The  parties  hereto  hereby  submit  to  the  exclusive
jurisdiction  of the United States  Federal  Courts  located in the state of New
Jersey with respect to any dispute arising under this Warrant.

     11. Notices.  Notices,  demands and other  communications  given under this
Agreement  shall be in  writing  and shall be deemed  to have  been  given  when
delivered  (if  personally  delivered),  on the  scheduled  date of delivery (if
delivered  via  commercial  courier),  three  days  after  mailed  (if mailed by
certified  or  registered  mail,  return  receipt  requested)  or  when  sent by
facsimile  (if  sent by  facsimile  with  evidence  of  successful  transmission
retained by the  sender);  provided,  however,  that  failure to give proper and
timely  notice as set forth in the "with a copy to"  provisions  below shall not
invalidate a notice  properly and timely given to the associated  party.  Unless
another  address or  facsimile  number is  specified  by notice  hereunder,  all
notices shall be sent as follows:

If to the Holder:
----------------

Marketing and Media Consultant
15 Lynch Brook Lane
Ridgefield, CT  06877
Attn: Steven Keenan

If to the Company:                                with a copy to:
-----------------                                 --------------

NCT Group, Inc.                                   NCT Group, Inc.
20 Ketchum Street                                 20 Ketchum Street
Westport, CT  06880                               Westport, CT  06880
Attention:  Chief Financial Officer               Attention:  General Counsel
Facsimile:  203-226-4338                          Facsimile:  203-226-4338

     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed on its
behalf,  in its corporate name, by its duly authorized  officer,  as of the date
first set forth above.

NCT GROUP, INC.


                                            By:  /s/  Michael J. Parrella
                                              ----------------------------------
                                              Name:   Michael J. Parrella
                                                  ------------------------------
                                              Title:  Chairman & C.E.O.
                                                  ------------------------------


<PAGE>




                              WARRANT EXERCISE FORM
         (to be executed by the Holder in order to exercise the Warrant)

                         TO:  NCT Group, Inc.
                              20 Ketchum Street
                              Westport, CT  06880
                              Attention:  Chief Financial Officer


The undersigned hereby irrevocably elects to exercise the within Warrant to
the extent of purchasing  ____________ shares of Common Stock of NCT Group, Inc.
and hereby  makes  payment at the rate of $______ per share,  or an aggregate of
$__________, in payment therefor.

     The  undersigned  represents,  warrants and  certifies  that all offers and
sales  of the  Warrant  Stock  shall  be  made:  (i)  pursuant  to an  effective
registration  statement  under the 1933 Act or pursuant to an exemption from, or
in a transaction not subject to, the registration  requirements of the 1993 Act;
and (ii) in compliance  with applicable  state  securities laws and those of any
other applicable jurisdiction.


Dated:
      ---------------------

                                                     ---------------------------
                                                     Name of Warrant Holder


                                                     ---------------------------
                                                     Signature