Exhibit 4(aj)

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 October 11, 2007)

No. FP-1                  2,000,000 Shares          Dated as of October 11, 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 FairPoint Communications, Inc. (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 October 11, 2007 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 Two Million (2,000,000) fully paid and
non-assessable  shares of common stock, par value $.01 per share, of the Company
at a price of $0.15 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.


     1.1 Standard Exercise Procedure.  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.

     1.2 Warrant Exchange.  Notwithstanding  the foregoing or anything herein to
the contrary,  at any time (prior to the  expiration of the Exercise  Period) in
which the Warrant  Stock is not  registered  with the  Securities  and  Exchange
Commission  (the "SEC") under an effective  registration  statement,  the Holder
may,  at its  option,  exchange  this  Warrant,  in whole or in part (a "Warrant
Exchange"),  into the number of shares of Warrant Stock determined in accordance
with this Section 1.2, by surrendering  this Warrant at the principal  office of
the Company,  accompanied by the Warrant Exchange Subscription Form, in the form
attached  hereto as Exhibit  2,  stating  such  Holder's  intent to effect  such
exchange,  the portion of this Warrant  which the Holder  wishes to be exchanged
for shares of Warrant Stock and the date on which the Holder  requests that such
Warrant  Exchange occur (the "Notice of Exchange").  The Warrant  Exchange shall
take place on the date  specified  in the Notice of Exchange  or, if later,  the
date the Notice of Exchange is received by the Company  (the  "Exchange  Date").
Certificates for the shares of Warrant Stock issuable upon such Warrant Exchange
and, if  applicable,  a new Warrant of like tenor  evidencing  the rights of the
Holder to purchase  the balance of the shares  purchasable  hereunder,  shall be
issued as of the Exchange Date and delivered to the Holder within seven (7) days
following  the Exchange  Date.  In connection  with any Warrant  Exchange,  this
Warrant  shall  represent  the right to subscribe  for and acquire the number of
shares of Warrant Stock  (rounded to the next highest  integer) equal to (i) the
number of shares of  Warrant  Stock  specified  by the  Holder in its  Notice of
Exchange  (the "Total  Number")  less (ii) the number of shares of Warrant Stock
equal to the  quotient  obtained by dividing (A) the product of the Total Number
and the  Exercise  Price by (B) the Market  Price of Common Stock on the date of
the Notice of Exchange.  "Market  Price" means the closing price of the class of
stock of which the  Warrant  Stock is a part on the public  market on which such
class of stock is predominantly traded (as of the date of this Warrant, the NASD
Over-The-Counter  Electronic  Bulletin  Board) for the trading  day  immediately
preceding  the date on which the Notice of Exchange is received by the  Company.
If,  at the time of the  Warrant  Exchange,  the  shares  of stock of which  the
Warrant Stock are a part are not publicly  traded,  the "Market  Price" shall be
determined by independent appraisal.

     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.

     3.1 Transfer  Restrictions.  The Warrant Stock may not be sold,  exchanged,
transferred,  assigned or otherwise disposed of unless it is 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.

     3.2 Registration.  At the Holder's request,  the Company shall use its best
efforts, at its own expense, to register the Warrant Stock under the 1933 Act as
soon as practicable on the Company's next available SEC  registration  statement
(and thereafter,  on any subsequently available registration statement until all
of the Warrant Stock is covered  under a  registration  statement).  The Company
shall provide the Holder  written notice of its intention to file a registration
statement with the SEC no less than twenty-five (25) days prior to the filing of
such registration  statement and the Holder shall have a period of ten (10) days
from its  receipt of such  notice to notify the Company in writing of its desire
to have the  Warrant  Stock  registered  on such  registration  statement.  If a
registration  statement covering Warrant Stock is declared effective by the SEC,
the  Company  shall use its best  efforts  to keep such  registration  statement
effective  for a period of not less than one hundred  eighty (180) days from its
effective date. In connection  with the filing and maintenance of  effectiveness
of a registration statement covering Warrant Stock, the Holder shall provide all
information  reasonably  requested of it regarding the Holder, the Warrant Stock
or the Holder's  intended  method(s) of  distribution  of the Warrant Stock.  In
connection  with any such  registration,  the Company  shall  undertake all such
actions  and  deliver  to the  Holder  all  such  documents  as are  customarily
undertaken  by a similarly  situated  issuer and  customarily  delivered  to its
selling shareholders in connection with a registration under the 1933 Act.

     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:                            with a copy to:
----------------                             --------------

FairPoint Communications, Inc.               Shirley J. Linn, General Counsel
521 East Morehead Street, Suite 250          FairPoint Communications, Inc.
Charlotte, NC  28202                         521 East Morehead Street, Suite 250
Attention:  Peter G. Nixon, Senior V.P.      Charlotte, NC  28202
Facsimile:  704-344-8143                     Facsimile:  704-344-1594


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
                                             -----------------------------------
                                                       Michael J. Parrella
                                                       Chairman & C.E.O.





                                                                     EXHIBIT 1
                                                                     ---------


                              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, par value $.01 per
share,  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 common stock  received upon exercise of the within Warrant shall be
made (i) pursuant to an effective  registration  statement  under the Securities
Act of 1933, as amended (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.

Instructions if stock is to be issued to other than to the registered  holder of
the within Warrant:

Name:
       -------------------------------------------------------------------------
Address:
       -------------------------------------------------------------------------
Social Security or Taxpayer Identification Number:
                                                     ---------------------------



Dated:
      ------------------,20-----

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


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


                                                                     EXHIBIT 2
                                                                     ---------



                       WARRANT EXCHANGE SUBSCRIPTION FORM

                         TO:  NCT Group, Inc. (the "Company")
                              20 Ketchum Street
                              Westport, CT  06880
                              Attention:  Chief Financial Officer

     The  undersigned  irrevocably  elects to purchase  ______ shares of Warrant
Stock of the Company by exercising the Warrant to which this form is attached by
surrendering  _____  Warrants  in  exchange  for such  shares of  Warrant  Stock
determined pursuant to Section 1.2 of the Warrant. The undersigned requests that
the  certificates  representing the shares of Warrant Stock of the Company as to
which the Warrant is being exercised be registered as follows:

Name:
    ----------------------------------------------------------------------------
Social Security or Employer Identification Number:
                                                     ---------------------------
Address:
            --------------------------------------------------------------------
Deliver to:
            --------------------------------------------------------------------
Address:
            --------------------------------------------------------------------



     If the number of shares of Warrant  Stock as to which the  Warrant is being
exercised  are fewer than all the shares of Warrant  Stock to which the  Warrant
relates,  please  issue a new  Warrant for the balance of such shares of Warrant
Stock  registered  in  the  name  of  the  undersigned  and  deliver  it to  the
undersigned at the following address:

Address:
            --------------------------------------------------------------------



Date:                                   Signature:
    -----------------------                      -------------------------------
                                        (Signature must conform with the name of
                                        the Holder as specified on the face of
                                        the Warrant)