Exhibit 4(cq)(1)


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-54                                            Dated as of August 28, 2003
---------

          Void after 5:00 p.m., New York City time, on August 28, 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 day of August 28, 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 August 28,  2003,  and  expiring,  unless
earlier  terminated as  hereinafter  provided,  at 5:00 p.m. New York City local
time  on  August  28,  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
per share (the  "Exercise  Price") equal to the closing sale price of the Common
Stock (as  defined  below) on the Trading  Day (as  defined  below)  immediately
preceding the date of this Warrant;  provided,  however, that if, on the date of
this Warrant and the three Trading Days 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 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
officer,  director or beneficial shareholder  (determined under Rule 13d-3 under
the Securities Exchange Act of 1934, as amended).

<PAGE>


     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 August 28, 2003,  and  expiring at 5:00 p.m.,  New
York City  local  time,  on August 28,  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.

     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

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<PAGE>


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 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

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<PAGE>


     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 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

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<PAGE>


               (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  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

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<PAGE>


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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<PAGE>


                              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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