[PETERS ELWORTHY & MOORE LETTERHEAD]
                               Salisbury House, Station Road
                                 Cambridge CB1 2LA England
 
Noise Cancellation Technologies, Inc.          Our Ref:  PRC/J/5799
1025 West Nursery Road, Suite 120              Date:     31 March 1998
Linthicum, MD  21090-1203  USA

Dear Sirs

Noise Cancellation Technologies (UK) Limited

We consent to the  incorporation  of our opinion on the financial  statements of
Noise Cancellation Technologies (UK) Limited as of December 31, 1996 and for the
year ended  December 31, 1996,  which report is included in the Annual Report on
Form 10-K.

Yours faithfully

/s/  PETERS ELWORTHY & MOORE
<PAGE>

Noise Cancellation Technologies (UK) Ltd

Auditors' Report to the Shareholders
on the Financial Statements for the year ended 31 December 1996

We have  audited  the  financial  statements  on pages 6 to 15,  which have been
prepared under the historical  cost  convention and the accounting  policies set
out on page 10.

Respective Responsibilities of the Directors and Auditors

As  described  on  page  4 the  Company's  directors  are  responsible  for  the
preparation of the financial  statements.  It is our  responsibility  to form an
independent  opinion,  based on our audit, on those statements and to report out
opinion to you.

Basis of Opinion

We conducted  our audit in  accordance  with  Auditing  Standards  issued by the
Auditing  Practices  Board. An audit includes  examination,  on a test basis, of
evidence relevant to the amounts and disclosures in the financial statements. It
also includes an assessment of the significant  estimates and judgements made by
the directors in the preparation of the financial statements, and of whether the
accounting policies are appropriate to the Company's circumstances, consistently
applied and adequately disclosed.

We  planned  and  performed  our  audit  so as to  obtain  all  information  and
explanations  which we consider necessary in order to provide us with sufficient
evidence to give  reasonable  assurance  that the financial  statements are free
from material misstatement, whether caused by fraud other irregularity or error.
In  forming  our  opinion  we  also  evaluated  the  overall   adequacy  of  the
presentation of the information in the financial statements.

Going Concern

In forming our opinion,  we have considered the adequacy of the disclosures made
in note 1 of the  financial  statements  concerning  the  Company's  operational
results  and  financial  position.  In view of the  significance  of the Company
continuing to generate  adequate working capital,  and its reliance on continued
financial support from the parent company we consider that it should be drawn to
your attention but our opinion is not qualified in this respect.

Opinion

In our opinion the financial  statements  give a true and fare view of the state
of the  Company's  affairs as at 31  December  1996 and of its loss for the year
then ended and have been properly  prepared in accordance with the provisions of
the Companies Act 1985 applicable to small companies.


/s/  PETERS ELWORTHY & MOORE
Chartered Accountants and
Registered Auditor

Cambridge
7 March 1997