Exhibit 10(aq)


                                SECOND AMENDMENT
                             OF CONSULTING AGREEMENT
                            DATED SEPTEMBER 30, 2002
                                     BETWEEN
                                 NCT GROUP, INC.
                                       AND
                              ACME ASSOCIATES, INC.


     WHEREAS,  a Consulting  Agreement was entered into between NCT Group,  Inc.
(hereinafter   referred  to  as  the  "Company")  and  Acme   Associates,   Inc.
(hereinafter referred to as "Consultant") which commenced on September 30, 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
by Consultant.

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

1.   Paragraph 1, Duties of Consultant:  The contents of the paragraph  shall be
     amended  to  add  the  following:  "In  addition  to the  above  consulting
     services,  Consultant  will  provide  such  consulting  services and advice
     pertaining to negotiations with resellers."

2.   Paragraph 5, Equity for Services:  The contents of the  paragraph  shall be
     amended to add the following:

     "The Company hereby grants the consultant an additional five year (5) stock
     option in the Company's  common stock for 7,500,000 shares of the Company's
     common stock at the price per share of $.052,  which was the closing  price
     as of September 10, 2003. 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

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<PAGE>


     been  approved by the Board of Directors.  All previous  options as amended
     shall continue to be in full force and effect."

3.   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.                               ACME ASSOCIATES, INC.
                                                   Consultant



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



Dated:   September 11, 2003


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<PAGE>


                                 THIRD AMENDMENT
                             OF CONSULTING AGREEMENT
                            DATED SEPTEMBER 30, 2002
                                     BETWEEN
                                 NCT GROUP, INC.
                                       AND
                              ACME ASSOCIATES, INC.


                                                    Dated October 3, 2003

     WHEREAS,  a Consulting  Agreement was entered into between NCT Group,  Inc.
(hereinafter   referred  to  as  the  "Company")  and  Acme   Associates,   Inc.
(hereinafter referred to as "Consultant") which commenced on September 30, 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
by Consultant.

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

1.   Paragraph 1, Duties of Consultant:  The contents of the paragraph  shall be
     amended  to  add  the  following:  "In  addition  to the  above  consulting
     services,  Consultant  will  provide  such  consulting  services and advice
     pertaining to negotiations and relations with Avaya."

2.   Paragraph 5, Equity for Services:  The contents of the  paragraph  shall be
     amended to add the following:

     "The Company hereby grants the consultant an additional five year (5) stock
     option in the Company's  common stock for 5,750,000 shares of the Company's
     common stock at the price per share of $.043,  which was the closing  price
     as of October 3, 2003. The foregoing options will vest immediately and will
     be part of the Stock Option  Agreement

                                       1
<PAGE>


     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.   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.                                 ACME ASSOCIATES, INC.
                                                     Consultant


     /s/  Michael J. Parrella                        /s/  Morton Salkind
     ----------------------------                    ---------------------------
     By:  Michael J. Parrella                        By:  Morton Salkind
          Chairman & C.E.O.                               President


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<PAGE>


                                FOURTH AMENDMENT
                             OF CONSULTING AGREEMENT
                            DATED SEPTEMBER 30, 2002
                                     BETWEEN
                                 NCT GROUP, INC.
                                       AND
                              ACME ASSOCIATES, INC.


                                                   Dated October 14, 2003

     WHEREAS,  a Consulting  Agreement was entered into between NCT Group,  Inc.
(hereinafter   referred  to  as  the  "Company")  and  Acme   Associates,   Inc.
(hereinafter  referred to as "Consultant") which commenced on September 30, 2002
(the "Agreement"); and

     WHEREAS,  it is the  desire of the  parties  hereto to amend and extend the
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 September 30, 2004. 1.

2.   Paragraph 4(a), within  Compensation,  shall be amended to provide that the
     monthly retainer of $2,500 shall continue from October 1, 2003 to September
     30, 2004,  and that such retainer  (which totals  $30,000),  along with the
     retainer  for the period of September  30, 2002 to  September  30, 2003 (an
     additional  $30,000,  none of which  has yet been  paid),  shall be due and
     payable in cash (a total of $60,000) on September 30, 2004.

3.   Paragraph 5, Equity for Services, shall be amended to add the following:

     "The Company hereby grants the Consultant an additional five year (5) stock
     option in the Company's common stock for 44,000,000 shares of the Company's
     common stock at the price per share of $.044,  which was the closing  price
     as of October 13, 2003.  The foregoing  options will vest  immediately  and
     will be part of the Stock  Option  Agreement

                                       1
<PAGE>


     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."

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


                               AGREED & ACCEPTED:

     NCT GROUP, INC.                                 ACME ASSOCIATES, INC.
                                                     Consultant


     /s/  Michael J. Parrella                        /s/  Morton Salkind
     ----------------------------                    ---------------------------
     By:  Michael J. Parrella                        By:  Morton Salkind
          Chairman & C.E.O.                               President


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