Exhibit 10(bm)


                              DMC HealthMedia Inc.
                                20 Ketchum Street
                           Westport, Connecticut 06880

                                December 11, 2002


Kalkines, Arky, Zall & Bernstein LLP    DMCH New York Representatives LLC
1675 Broadway, 27th Floor               c/o Kalkines, Arky, Zall & Bernstein LLP
New York, New York 10019                1675 Broadway, 27th Floor
Attn:  Steven M. Polan, Esq.            New York, New York 10019
                                        Attn:  George Kalkines, Esq.

Health Net Connections LLC
c/o Kalkines, Arky, Zall & Bernstein LLP
1675 Broadway, 27th Floor
New York, New York 10019
Attn:  George Kalkines, Esq.

Ladies and Gentlemen:

     Reference is made to the following:

     (i) The engagement letter (the "KAZB Engagement  Letter"),  dated as of May
1, 2000,  by and  between  DMC  HealthMedia  Inc.  f/k/a  HealthAdNet.com,  Inc.
("DMCH") and Kalkines, Arky, Zall & Bernstein LLP ("KAZB");

     (ii) The heads of agreement (the "Connections Agreement"),  dated as of May
1, 2000, by and between DMCH and Distributed Media Corporation f/k/a Distributed
Media.com,  Inc.  ("DMC"),  on the one hand,  and  Health  Net  Connections  LLC
("Connections"), on the other hand;

     (iii) The heads of agreement (the "NY Agreement"), dated as of May 1, 2000,
by and between DMCH and DMC, on the one hand,  and HNC New York  Representatives
LLC ("NYR"), on the other hand.

     This is to confirm  that,  effective as of the date hereof,  subject to the
approval  of this  agreement  by the  Board  of  Directors  of  NCT,  all of the
obligations  of each of the  parties  under  the  KAZB  Engagement  Letter,  the
Connections  Agreement  and  the  NY  Agreement  are  cancelled,  each  of  such
agreements are terminated and none of the parties to this letter agreement shall
have any obligation or liability to any of the other parties hereto under any of
such agreements;  provided,  however, that NCT Group, Inc. ("NCT"), an affiliate
of DMCH  and  DMC,  shall  have  those  obligations  set  forth  in this  letter
agreement.

     Subject to the approval of the Board of  Directors  of NCT (which  approval
NCT shall  attempt to secure as soon as  practicable),  NCT shall within  thirty
days  after  the date  hereof  cause to be  issued as  provided  in this  letter
agreement a warrant (the "Warrant") to purchase 1,250,000 shares of common stock
of NCT, par value $.01 per share (the "Common  Stock"),  at an exercise price of
$.063.  NCT covenants to include the Common Stock  underlying the Warrant within
the  next  available  registration  statement  filed  with  the SEC by NCT  that
pertains to Common Stock.  The Warrant shall be immediately  exercisable and the
Common Stock issuable upon exercise of the Warrant shall,  when issued upon such
exercise and upon delivery be validly issued, fully paid and nonassessable.

     KAZB, Connections and NYR hereby direct that the Warrant shall be issued to
the following entity on behalf of KAZB, Connections and NYR:

         KEQ Partners II
         c/o Kalkines, Arky, Zall & Bernstein LLP
         1675 Broadway, 27th Floor
         New York, New York 10019
         Attn:  Steven M. Polan, Esq.

     Please  confirm  your  agreement  to the  foregoing by signing in the space
provided below.

     Thank you.

                                      Very Truly Yours,

                                      DMC HealthMedia Inc.

                                      By:      \s\ Jonathan Charry
                                               ---------------------------------
                                               President & CEO


                                      Distributed Media Corporation

                                      By:      \s\ Michael Parrella
                                               ---------------------------------
                                               Chairman


                                      NCT Group, Inc.

                                      By:      \s\ Michael Parrella
                                               ---------------------------------
                                               Chairman

Agreed and Accepted:

Kalkines, Arky, Zall & Bernstein LLP

By:  \s\ Steven M. Polan
     ---------------------------------------
     Steven M. Polan, Partner


Health Net Connections LLC

By:  \s\ George Kalkine
     ---------------------------------------
     George Kalkines, Member


HNC New York Representatives LLC

By:  \s\ George Kalkines
     ---------------------------------------
     George Kalkines, Member