Exhibit 4(dh)


                                 NCT GROUP, INC.
                             STOCK OPTION AGREEMENT

     STOCK OPTION AGREEMENT,  dated as of December 17, 2003,  between NCT Group,
Inc., a Delaware corporation (the "Company"),  and Acme Associates,  Inc., a New
Jersey corporation ("Optionee").

     The Company  hereby grants to Optionee  options to acquire  Common Stock of
the Company upon the following terms and conditions:

     1. Grant of Options. The Company grants to Optionee options (the "Options")
to purchase up to Ninety-Nine Million Seven Hundred Fifty Thousand  (99,750,000)
fully  paid and  nonassessable  shares of the Common  Stock,  par value $.01 per
share,  of the Company  (the  "Shares"),  to be issued upon the  exercise of the
Options,  as set forth below.  Such Options are granted pursuant to the December
17, 2003  Seventh  Amendment  of the  September  30, 2002  Consulting  Agreement
between the Company and Optionee (the "Agreement").

     2.  Exercise  Price.  The exercise  price of the Options shall be $.037 per
Share.  The  Company  shall  pay all  original  issue or  transfer  taxes on the
exercise of the Options.

     3. Vesting of Options. The Options shall vest as of the date hereof.

     4.  Expiration of Options.  The Options shall expire and not be exercisable
after December 17, 2008.

     5. Non-Assignability of Options.  Except as set forth in Section 12 hereof,
the Options shall not be given, granted, sold, exchanged,  transferred, pledged,
assigned  or  otherwise  encumbered  or  disposed  of by  Optionee  and shall be
exercisable only by Optionee or its agent or attorney-in-fact.

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     6.  Method of Exercise of  Options.  Optionee  shall  notify the Company by
written notice sent by certified mail,  return receipt  requested,  addressed to
the Company's  principal  office,  or by hand delivery to such office, as to the
number of Shares which  Optionee  desires to purchase  under the options,  which
written notice shall be accompanied by Optionee's  check payable to the order of
the Company for the full option  price of such  Shares.  As soon as  practicable
after the receipt of such written  notice,  the Company shall,  at its principal
office,  tender to Optionee a certificate or  certificates  issued in Optionee's
name evidencing the Shares purchased by Optionee hereunder.

     7. Shares of Common Stock as Investment. By accepting the Options, Optionee
agrees that any and all Shares  purchased  upon the  exercise  thereof  shall be
acquired for investment and not for  distribution,  and upon the issuance of any
or all of the  Shares  subject to the  Options,  Optionee  shall  deliver to the
Company a representation  in writing that such Shares are being acquired in good
faith for  investment  and not with a view toward  resale or  distribution.  The
Company  may  place an  appropriate  restrictive  legend on the  certificate  or
certificates evidencing such Shares.

     8. Adjustments upon Changes in  Capitalization.  In the event of changes in
the outstanding Common Stock of the Company by reason of stock dividends,  stock
splits, recapitalizations,  mergers, consolidations,  combinations, exchanges of
shares,  separations,  reorganization  or  liquidations,  the  number  of Shares
issuable  upon the exercise of the Options,  the exercise  price thereof and any
limitation  on exercise set forth in Section 3 hereof  shall be  correspondingly
adjusted by the Company. Any such adjustment in the number of Shares shall apply
proportionately  to  only  the  then  unexercised  portion  of the  Options.  If
fractional shares

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<PAGE>


would result from any such  adjustment,  the adjustment  shall be revised to the
next lower whole number of shares.

     9.  No  Rights  as  Stockholders.  Optionee  shall  have  no  rights  as  a
stockholder in respect to the shares as to which the Options shall not have been
exercised and payment made as herein provided.

     10. Board  Approval.  The Option grants  described in Section 1 hereof have
been approved by the Board of Directors of the Company.

     11. Notices.  Notices,  demands and other  communications  given under this
Stock  Option  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 Optionee:                                with a copy to:
--------------                                 --------------
Acme Associates, Inc.                          Peter Rosen, Esq.
322 Green Pond Rd.                             Rosen & Avigliano
Hibernia, NJ  07842                            431 Route 10
                                               Randolph, NJ  07689
Facsimile:  973-328-1335                       Facsimile:  973-361-1644

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

If to the Company:                             with a copy to:
-----------------                              --------------
NCT Group, Inc.                                NCT Group, Inc.
20 Ketchum Street                              20 Ketchum Street

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<PAGE>


Westport, CT  06880                            Westport, CT  06880
Attention:  Chief Financial Officer            Attention:  General Counsel
Facsimile:  203-226-4338                       Facsimile:  203-226-4338


     12.  Miscellaneous.  This Stock Option  Agreement  may be amended,  and any
provision  of this Stock  Option  Agreement  may be  waived,  only via a written
instrument  executed by both  parties  hereto.  No course of dealing  between or
among any persons  having any  interest in this Stock Option  Agreement  will be
deemed  effective to modify or amend any part of this Stock Option  Agreement or
any rights or  obligations of any person under or by reason of this Stock Option
Agreement. This Stock Option Agreement and all of the provisions hereof shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors  and  permitted  assigns,  except that (a) the Company may not assign
this  Stock  Option  Agreement  or any of the  Company's  rights,  interests  or
obligations hereunder except with the prior written consent of Optionee; and (b)
Optionee may not assign this Stock Option Agreement or any of Optionee's rights,
interests or obligations  hereunder except (i) with the prior written consent of
the Company, or (ii) to an individual that controls Optionee (or a family member
thereof)  or (iii) to an entity  that  controls,  is  controlled  by or is under
common control with Optionee.  Whenever  possible,  each provision of this Stock
Option Agreement will be interpreted in such manner as to be effective and valid
under  applicable  law, but if any  provision of this Stock Option  Agreement is
held to be prohibited by or invalid under applicable law, such provision will be
ineffective  only to the  extent  of such  prohibition  or  invalidity,  without
invalidating the remainder of such provision or the remaining provisions of this
Stock  Option  Agreement.  This  Stock  Option  Agreement  contains  the  entire
agreement  between the parties  with  respect to the subject  matter  hereof and
supersedes any prior understandings, agreements or representations by or between
the

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<PAGE>


parties,  written or oral, with respect to such subject matter. To the extent of
any inconsistency  between the Agreement and this Stock Option  Agreement,  this
Stock  Option  Agreement  shall  prevail.  This Stock  Option  Agreement  may be
executed  in one or more  counterparts,  any one of which need not  contain  the
signatures  of more than one party,  and all such  counterparts  taken  together
shall constitute one and the same instrument.  This Stock Option Agreement 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 Stock Option Agreement.

     IN WITNESS  WHEREOF,  the parties have executed this Stock Option Agreement
as of the day and year first above written.


                                              NCT GROUP, INC.


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


                                              ACME ASSOCIATES, INC.


                                              By:   /s/  Morton Salkind
                                              ----------------------------------
                                              Name:
                                                  ------------------------------
                                              Title:
                                                  ------------------------------

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<PAGE>


                              OPTION EXERCISE FORM

        (To be executed by the Optionee in order to exercise the Option)


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


     The undersigned  hereby irrevocably elects to exercise the within Option to
the extent of purchasing  __________  shares of Common Stock, par value $.01 per
share, of NCT Group, Inc. (the "Shares") and hereby makes payment at the rate of
$___.____ per share, or an aggregate of $_________, in payment therefor.


     The undersigned represents, warrants and certifies as follows:

     (a)  Optionee  is  acquiring  the  Shares  in good  faith for  purposes  of
          investment and not with a view to the resale or distribution thereof.

     (b)  All  offers  and  sales of the  Shares  shall be made  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 1933
          Act.


Dated:  ___________________, 20____



                                              ----------------------------------
                                              (print name of Optionee)


                                              By:
                                              ----------------------------------
                                                  Name:
                                                       -------------------------
                                                  Title:
                                                       -------------------------


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