Exhibit 10(am)



January 20, 1999


Mr. Morton Salkind
Lebencare, Inc.


RE: CONSULTING AGREEMENT


Dear Mr. Salkind:

This will  confirm  the  arrangements,  terms and  conditions  pursuant to which
Morton Salkind of Lebencare. 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,  commencing  on  January  20,1999,  providing  the
Agreement is not canceled by either party after the initial  period of the first
year. The undersigned hereby agrees to the following terms and conditions:

1.        Duties of Consultant: Consultant will provide such consulting services
          and  advice  pertaining  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 January
          20,1999.  The term of this Agreement  extends through January 19,2000.
          This agreement is cancelable by either party after the first 90 days.

3.        Available  Time:  Consultant  shall make available such time as it. in
          its sole discretion, shal1 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

          (a)  Initial Period: A monthly retainer of $2500 commencing on January
               20,1999 and paid at the end of the Initial Period.

          (b)  After  Initial  Period:  A monthly  retainer of $1500  commencing
               after the Initial Period and paid monthly for the duration of the
               contract.

          (c)  A cash  performance  bonus  for extra  services  may be issued to
               Consultant by Company at the Company's discretion.

1.        Equity for Services: The Company will grant the Consultant a Five Year
          (5) Stock Option in the Company's  common stock for 600,000  shares of
          the Company's  common stock at the c1osing stock price per share as of
          March  17,1999.  The  foregoing  Options  will  vest at the end of the
          Initial  Period and v ill 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 fi1ed
          by the  Company.  This  option  has  been  approved  by the  Board  of
          Directors.

2.        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.

3.        Health Care: The Company agrees to provide health coverage at its cost
          to the Consultant.

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

5.        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.

6.        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.

7.        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 resu1t of this  Agreement  unless and until such
          information becomes generally known.

8.        Indemnification: The Company agrees to indemnify and hold harmless the
          Consultant,  its  partners,  officers,  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.

9.       Assignment:  This Agreement shall not be assignable by either party.


10.       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. Morton Salkind,  431 Rte 10,
          Randalph NJ 07869 and Noise Cancellation Technologies,  Inc., One Dock
          Street, Suite 300, Stamford, CT 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 AND ACCEPTED:


Leben Care Inc.
By: /s/ Morton Salkind
Name:  Mr. Morton Salkind
Title:  Consultant
Date: 1/20/99


<PAGE>




                                      NCTI
                                20 KETCHUM STREET
                               WESTPORT, CT. 06880



January 8, 2002


Mr. Morton Salkind
Lebencare,Inc.


RE: CONSULTING AGREEMENT

This will  confirm  the  arrangements.  terms and  conditions  pursuant to which
Morton Salkind of Lebencare, Inc. ("Consultant"),  has been retained to serve as
an arrangement consultant and advisor to Noise Cancellation Technologies,  Inc.,
("the Company"),  for one (1) year,  automatically renewable for a period of one
(1) year,  commencing  on January  19,  2002,  providing  the  Agreement  is not
canceled  by either  party  after the  initial  period  of the first  year.  The
undersigned hereby agrees to the following terms and conditions:


 1.   Duties  of   Consultant:
                    Consultant will provide such consulting  services and advice
                    pertaining to 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,   strategy  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 January 19, 2002.
                    The term of this Agreement extends through January 19, 2003.


 3.   Availab1e 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:

                    (a) A monthly  retainer of $2,500  commencing on January 19,
                    2002 and paid on January 19, 2003.

                    (b) A cash  performance  bonus  for  extra  services  may be
                    issued to Consultant by Company at the Company's discretion.

                    (c) All prior  compensation  agreements remain in full force
                    and effect.

 5.   Equity for Services:
                    The Company will grant the  Consultant a Five Year (5) Stock
                    Option in the Company's common stock for 1.500.000 Shares of
                    the  Company's  common  stock at the price per share of .079
                    which was the  closing  price as of  January  7,  2002.  The
                    foregoing  Options will vest at the end to be created by the
                    Company.   The  shares   underlying   this  Option  will  be
                    registered  by  the  Company  with  the  next   registration
                    statement  filed  by  the  Company.  This  option  has  been
                    approved by the Board of Directors.  All previous options as
                    amended shall continue to be in full force and effect.

 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 costs
                    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. officers, 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.  Prior Agreements:
                    This  Agreement  is a  continuation  of the January 20, 1999
                    Consulting  Agreement between the parties and its amendments
                    and extensions. The compensation and equity for services set
                    forth in this Agreement are in addition to the  compensation
                    and equity for  services  set forth in the prior  Consulting
                    Agreement, it's amendments and extensions,  all of which are
                    hereby reaffirmed.

 14.  Assignment:
                     This Agreement shall not be assignable by either party.


 15.  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.

 16.  Notices:
                    All notices  will be sent via  certified  mail or  overnight
                    courier. such as Federal Express, to Mr. Morton Salkind, 431
                    Route  10,  Randolph,   NJ  07869  and  Noise   Cancellation
                    Technologies  Inc., 20 Ketchum Street,  Westport,  CT 06880,
                    Attention: Michael J. Parrella.

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




Very truly yours,


NCT GROUP, INC.


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



AGREED & ACCEPTED:


Name:  LEBENCARE, INC.
       Consultant

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


Dated:  January 8, 2002

<PAGE>



                             AMENDMENT AND EXTENSION
                             OF CONSULTING AGREEMENT
                              DATED JANUARY 20,1999
                             BETWEEN NCT GROUP, INC.
                                       AND
                                LEBEN CARE, INC.

     WHEREAS,  a Consulting  Agreement was entered into between NCT Group,  Inc.
(hereinafter referred to as "NCT") and Leben Care, Inc. (hereinafter referred to
as "LI") which  commenced  on January 20, 1999 and extends  through  January 19,
2000; and

     WHEREAS,  it is the  desire of the  parties  hereto to amend and extend the
above agreement.

     NOW THEREFORE, in consideration of the mutual promises contained herein, it
is agreed, as follows:


     1.   Paragraph 2, Term of the Agreement,  shall be amended to read that the
          term of t he agreement shall extend through January 19, 2001.


     2.   Paragraph 4, Compensation, shall be amended, as follows:

          (a)  In order  to  preserve  the cash  position  of NCT,  the  monthly
               retainer  for the initial  period of $2,500,  which was not paid,
               shall be due and payable, in cash, on January 19, 2001.

          (b)  Shall be amended to indicate  that the retainer  shall be the sum
               of $2,500 per month from the  initial  period  until  January 19,
               2001.  The total  amount  due in cash under 4(a) and (b) shall be
               $60,000 and shall be paid on or before January 19, 2001.

          3.   Paragraph 5, Equity for Services, this paragraph which grants the
               Consultant  a Five Year (5) Stock  Option for  600,000  shares of
               common stock is specifically  reaf5rmed and an additional  option
               for 300,000  shares at $.41 per share as approved by the Board of
               Directors  in its  stock  option  plan is hereby  awarded  to the
               consultant  under this  agreement.  Said options  shall be vested
               immediately.

          4.   All  other  terms and  conditions  of the  Consulting  Agreement,
               except as modified herein, are hereby ratified, confirmed and are
               in full force and effect between the parties.


                                            NCT  GROUP, INC.
                                            By: /s/ Michael J. Parrella
                                            --------------------------------
                                                    Michael J. Parrella
                                                    President


                                             AGREED AND ACCEPTED


                                             LEBEN CARE, INC.
                                             By: /s/  Morton Salkind
                                             -------------------------------
                                               Name:  Morton Salkind
                                                      Vice President
                                                      Title: Consultant


<PAGE>





                                 FIRST AMENDMENT
                             OF CONSULTING AGREEMENT
                              DATED JANUARY 8, 2002
                                     BETWEEN
                                 NCT GROUP, INC.
                                       AND
                                 LEBENCARE, INC.


     WHEREAS,  a Consulting  Agreement was entered into between NCT Group,  Inc.
(Hereinafter referred to as "NCT") and Lebencare,  Inc. (hereinafter referred to
as "LI") which commenced on January 8, 2002; and


     WHEREAS,  it is the  desire  of the  parties  hereto  to  amend  the  above
agreement because of substantial  additional  consulting services to be provided
internationally.

     NOW THEREFORE, in consideration of the mutual promises contained herein, it
is agreed as follows:

          1.   Paragraph  1.  Duties  of  Consultant:  to  the  contents  of the
               paragraph  shall be  added a second  paragraph  as  follows:  "In
               addition  to  the  above  consulting  services,  consultant  will
               provide such  consulting  services and advise  pertaining  to the
               company's  international business affairs as well as domestic, as
               the company may, from time-to-time, request."

          2.   Paragraph 5. Equity for  Services:  the contents of the paragraph
               shall be deleted and replaced  with the  following:  "The company
               hereby grants the  consultant a five year (5) stock option in the
               company's  common  stock for  1,500,000  shares of the  company's
               common  stock at the  price  per  share of  $.079,  which was the
               closing price as of January 7, 2002.  The company  hereby further
               grants to the  consultant  an  additional  option  for  5,000,000
               shares at the closing price on January 25, 2002 of $.09 per share
               to  induce  consultant  to  undertake  international   consulting
               services  in  addition  to  domestic  consulting  services.   The
               foregoing  options will vest  immediately and will be part of the
               Stock Option  Agreement to be created by the company.  The shares
               underlying this option will be registered by the company with the
               next registration statement filed by the company. This option has
               been approved by the Board of Directors.  All previous options as
               amended shall continue to be in full force and effect."

          3.   Commencement Date:  Notwithstanding anything to the contrary, the
               effective - date of the January 8, 2002  Consulting  Agreement is
               hereby  changed to  January  25,  2002 with the five year  option
               period to run through January 24, 2007.

          4.   Additional Consultants: If for any reason Morton Salkind of LI is
               not available to perform  services  under this  Agreement,  it is
               agreed that Carole  Sa1kind or her designee is hereby  authorized
               to  perform  the  consulting   services  as  set  forth  in  this
               Consulting  Agreement  as well as in any  other  prior or  future
               Consulting   Agreements   entered   into   between  NCT  and  LI.
               Immediately upon the execution of this Agreement,  Carole Salkind
               shall be added to the health and life  insurance  provided by NCT
               as such coverage is provided to Morton Salkind and executives and
               employees of NCT. Said coverage is to be at the executive level.

          5.   All  other  terms and  conditions  of the  Consulting  Agreement,
               except as modified herein, are hereby ratified, confirmed and are
               in full force and effect between the parties.


                               AGREED & ACCEPTED:





NCT GROUP, INC.                               Name: LEBENCARE, INC.


/s/   Michael J Parrella                      /s/    Morton Salkind
------------------------------------          ----------------------------------
By: Michael J. Parrella, Chairman/CEO         By: Morton Salkind, Vice President

<PAGE>





                                     SECOND
                             AMENDMENT AND EXTENSION
                             OF CONSULTING AGREEMENT
                             DATED JANUARY 20, 1999
                                     BETWEEN
                                 NCT GROUP, INC.
                                       AND
                                LEBEN CARE, INC.


     Whereas,  a Consulting  Agreement was entered into between NCT Group, Inc.,
(hereinafter referred to as "NCT") and Leben Care, Inc. (Hereinafter referred to
as "LI") which  commenced  on January 20, 1999 and extends  through  January 19,
2000, and which was amended and extended by agreement  through January 19, 2001;
and

     WHEREAS,  it is the  desire of the  parties  hereto to amend and extend the
above agreement.


     NOW THEREFORE, in consideration of the mutual promises contained herein, it
is agreed as follows:


          1.   Paragraph 2, Term of the Agreement, shall be amended to read that
               the term of the agreement shall extend through January 19, 2002.


          2.   Paragraph 4, Compensation, shall be amended as follows:
               (A) In order to preserve  the cash  position of NCT,  the monthly
               retainer  for the initial  period of $2.500,  which was not paid,
               shall be due and payable, in cash, on January 19, 2002. (B) Shall
               be  amended to  indicate  that the  retainer  shall be the sum of
               $2,500 per month from the initial  period until January 19, 2002.
               The total  amount due in cash under 4(a) and (b) shall be $90,000
               and shall be paid on or before January 19, 2002.


          3.   Paragraph 5. Equity for Service,  this paragraph which grants the
               consultant a five year stock option is amended as follows:
               (A) The five year stock option for 600,000 shares of common stock
               is from  January  19,  2001 at a price of $.2031 per share and an
               additional  option  for  300,000  shares  at $.41 per  share,  as
               approved by the Board of Directors  in its Stock Option Plan,  is
               specifically  reaffirmed.  The consultant is also hereby given an
               additional  option  for  450,000  shares  at a price of $.205 per
               share as already approved by the Board of Directors.  The options
               contained  herein  shall be  exercised  within  five  years  from
               January  19,  2001.  4. All  other  terms and  conditions  of the
               Consulting  Agreement,  except  as  modified  herein  and  by the
               previous  amendment,  are hereby  ratified,  confirmed and are in
               full force and effect between the parties.


                                                 NCT  GROUP, INC.

                                                 By:/s/   Michael J. Parrella
                                                 -------------------------------
                                                 Name:  Michael J. Parrella
                                                 Chairman of the Board & CEO

                                                 AGREED AND ACCEPTED

                                                 LEBEN CARE, INC.
                                                 By: /s/  Morton Salkind
                                                 -------------------------------
                                                 Name:  Morton Salkind
                                                 Vice President
                                                 Title: Consultant
<PAGE>





                                 THIRD AMENDMENT
                             OF CONSULTING AGREEMENT
                             DATED JANUARY 20, 1999
                                     BETWEEN
                                 NCT GROUP, INC.
                                       AND
                                LEBEN CARE, INC.




     WHEREAS,  a Consulting  Agreement was entered into between NCT Group, Inc.,
(hereinafter referred to as "NCT") and Leben Care, Inc. (hereinafter referred to
as "LI") which  commenced  on January 20, 1999 and extends  through  January 19,
2000, and which was amended and extended by agreement  through January 19, 2001;
and further amended and extended by agreement dated February 1, 2001.


     WHEREAS,  it is the  desire  of the  parties  hereto  to  amend  the  above
agreements because of substantial  additional  consulting  services provided and
costs incurred by Leben Care over and above those  contemplated  in the original
agreement.

     NOW THEREFORE, in consideration of the mutual promises contained herein. it
is agreed as follows:



     1.        Paragraph 5, Equity for  Services:  the contents of the paragraph
               shall be deleted and replaced with the following language.

          (A)  The  Consultant  is hereby  given the option to purchase  500,000
               shares of common stock in NCT at a price of $0.13 per share which
               option shall be exercised  within five years from May 22, 2001. A
               warrant for this option  shall issue upon the  execution  of this
               agreement for these shares.


          (B)  The Consultant has been granted  various options for the purchase
               of stock in  exchange  for  services.  It is the  desire  of both
               parties  to amend  the  various  options  and  memorialize  those
               changes in this  amendment.  The Consultant is hereby granted the
               following  separate  options for which  separate  warrants  shall
               issue upon the  execution of this  agreement The options shall be
               at the price of $0.13 per  share  and shall be  exercised  within
               five years from May 22, 2001. They are as follows:


               A.   600,000 shares;

               B.   300,000 shares;

               C.   450,000 shares.


               These  options   replace  all  options   previously   granted  to
               Consultant.  The Company hereby  represents that it has taken all
               the  necessary  legal steps in order to issue  these  warrants in
               accordance with applicable law.


     2.        All  other  terms and  conditions  of the  Consulting  Agreement,
               except as modified  herein and by the  previous  amendments,  are
               hereby  ratified,  confirmed  and are in full  force  and  effect
               between the parties.



                                                   NCT GROUP, INC.

                                                   By:/s/  Michael J. Parrella
                                                   -----------------------------
                                                   Name: Michael J. Parrella
                                                   Chairman of the Board and CEO

     Dated: May 22, 2001

                                                   AGREED AND ACCEPTED:


                                                   LEBEN CARE, INC.

                                                   By: /s/   Morton Salkind
                                                   -----------------------------
                                                   Morton Salkind