Exhibit 4(by)

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.

                                -----------------

No. CS-32                                           Dated as of January 15, 2003
---------

          Void after 5:00 p.m., New York City time, on January 15, 2008

                                     WARRANT

              for the Purchase of 2,000,000 Shares of Common Stock

     FOR  VALUE  RECEIVED,   NCT  GROUP,   INC.  (the  "Company"),   a  Delaware
corporation,  on this 15th day of January, 2003 (the "Grant Date") hereby issues
this warrant (the "Warrant") and certifies that Carole Salkind (the "Holder") is
granted the right,  subject to the  provisions of the Warrant,  to purchase from
the Company,  at any time, or from time to time during the period  commencing at
9:00 a.m. New York City local time on January 15,  2003,  and  expiring,  unless
earlier  terminated as  hereinafter  provided,  at 5:00 p.m. New York City local
time  on  January  15,  2008  up to  Two  Million  (2,000,000)  fully  paid  and
nonassessable  shares of Common Stock, $.01 par value, of the Company at a price
(the "Exercise Price") of $0.042 per share per share;  provided,  however,  that
if, on the date hereof and the three Trading Days (as defined below)  thereafter
(the  "Window"),  neither  the Holder nor any Related  Party (as defined  below)
sells or,  whether in writing or otherwise,  agrees to sell any shares of Common
Stock (as defined below) or any option, warrant,  instrument or right to convert
into,  exchange for or acquire  Common Stock,  then the Exercise  Price shall be
reduced to a price equal to the lowest  closing  sale  price,  if lower than the
price specified above in this sentence, of the Common Stock during the Window on
the  principal  securities  exchange or market on which the Common Stock is then
traded as reported on Bloomberg  Financial Markets. If any closing sale price of
the Common  Stock  during the  Window is lower than the price  specified  in the
immediately  preceding  sentence,  the  Holder  shall give the  Borrower  prompt
written  notice of any sale of or  agreement to sell any Common Stock or option,
warrant,  instrument  or right to convert into,  exchange for or acquire  Common
Stock made by the Holder or a Related  Party  during the Window.  "Trading  Day"
shall mean any day on which the applicable common stock is traded for any period
on the NASDAQ National Market, or on the principal  securities exchange or other
securities  market on which the  applicable  common stock is then being  traded.
"Related Party" shall mean a member of the Holder's immediate family,  including
spouse (even if separated  or not residing  with the Holder) and adult  children
(even if not residing with the Holder), or an entity (other than the Company) of
which the Holder or any such immediate family member is an

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officer,  director or beneficial shareholder  (determined under Rule 13d-3 under
the Securities Exchange Act of 1934, as amended).

     The term "Common  Stock" means the shares of Common Stock,  $.01 par value,
of the Company constituted on the Grant Date of this Warrant,  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  shares  of  Common  Stock  deliverable  upon such
exercise,  and as adjusted from time to time, are hereinafter sometimes referred
to as "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.

     The Holder agrees with the Company that this Warrant is issued, and all the
rights  hereunder shall be 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 period  commencing at 9:00 a.m.,
New York City local time,  on January 15, 2003,  and expiring at 5:00 p.m.,  New
York City local  time,  on January 15,  2008,  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.

     Subject to the restrictions  and limitations set forth above,  this Warrant
may be  exercised by  presentation  and  surrender  hereof to the Company at its
principal  office with the Warrant  Exercise Form attached  hereto duly executed
and  accompanied  by 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  specified in such Form and  instruments of transfer,  if appropriate,
duly executed by the Holder.  If this Warrant  should be 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  thereof to purchase
the balance of the shares purchasable hereunder.  Upon receipt by the Company of
this Warrant, together with the Warrant Exercise Form and the Exercise Price, at
its office,  in proper form for  exercise,  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 on exercise of this Warrant.

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     2.  Reservation  of  Shares.  The  Company  will 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 and  nonassessable  and free of all  preemptive
rights.

     3. Warrant Stock  Transfer to Comply with the  Securities  Act of 1933. The
Warrant  Stock  may not be sold  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 obtained  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,  Assignment of Loss of Warrant. This Warrant is not
registered  under the 1933 Act nor under any applicable  state securities law or
regulation.  This Warrant cannot 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
obtained  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  dividends  in  Other  Securities,   Property,   Etc.:
Reclassification,  Etc. 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

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<PAGE>

less) securities or property  (including cash) by way of stock-split,  spin-off,
split-up,   reclassification,   combination  of  shares  or  similar   corporate
rearrangement, then, and in each such case, the Holder of this Warrant, upon the
exercise thereof as provided in Section 1, shall be entitled to receive, subject
to the limitations and  restrictions  set forth above,  the amount of securities
and  property  (including  cash in the cases  referred to in clauses (b) and (c)
above) which 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 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.

     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, and in each
such case,  the Holder of this Warrant upon the exercise  thereof as provided in
Section  1  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; 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 on
the exercise of the Warrant,  the Company at its expense will  promptly  compute
such  adjustment  in  accordance  with the terms of the  Warrant  and  prepare 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.  The Company will  forthwith mail a copy of each such
certificate to the holder of this Warrant.

     8.4 Notices of Record Date, Etc.

         In case:

          (a) the Company shall take a record of the holders of its Common Stock
     (or  other  securities  at the time  receivable  upon the  exercise  of the
     Warrant) for the purpose of entitling  them to receive any dividend  (other
     than a cash dividend) or other distribution, or any

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<PAGE>

     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; or

          (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,  and in each such case, the Company shall
     mail or  cause to be  mailed  to each  holder  of the  Warrant  at the time
     outstanding a notice specifying,  as the case may be, (i) the date on which
     a 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 (ii) 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 to be fixed,  as to which the
     holders  of record of Common  Stock (or such other  securities  at the time
     receivable  upon the exercise of the 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
     therein  specified  and the  Warrant  may be  exercised  prior to said date
     during  the term of the  Warrant  no later than five (5) days prior to said
     date.

     9. Legend. In the event of the exercise of this Warrant and the issuance of
any of the Warrant Stock hereunder, all certificates  representing Warrant Stock
shall bear on the face thereof  substantially the following legends,  insofar as
is consistent with Delaware law:

          "The shares of common stock  represented by this  certificate have not
          been registered  under the Securities Act of 1933, as amended,  or the
          Securities  laws of any  state or other  jurisdiction,  and may not be
          sold,  offered for sale,  assigned,  transferred or otherwise disposed
          of, unless  registered  pursuant to the  provisions of that Act and of
          such  Securities  laws or an  opinion  of  counsel  acceptable  to the
          Corporation is obtained stating that such disposition is in compliance
          with an available exemption from such registration."

     10. Governing Law and  Jurisdiction.  This Warrant shall be governed by the
internal  laws of the State of  Delaware,  without  regard to  conflicts of laws
principles.  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

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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:
----------------                                     --------------
Ms. Carole Salkind                                   Peter Rosen, Esq.
c/o Sills, Cummis, Radin, Tishman,                   Rosen & Avigliano
    Epstein & Gross                                  431 Route 10 East
One Riverfront Plaza                                 Randolph, NJ  07689
Newark NJ  07102
Facsimile:  973-643-6500                             Facsimile:  973-361-1644


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 written above.

                                     NCT GROUP, INC.


                                     By: /s/  Michael J. Parrella
                                         ---------------------------------------
                                              Michael J. Parrella
                                              Chairman & Chief Executive Officer

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                              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

                ------------------------------------------------

                       INSTRUCTIONS FOR ISSUANCE OF STOCK

         (if other than to the registered holder of the within Warrant)


Name:        --------------------------------------------------------
                  (Please type or print in block letters)

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

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

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