[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, 1995 and for the
year ended  December 31, 1995,  which report is included in the Annual Report on
Form 10-K.

Yours faithfully

/s/  PETERS ELWORTHY & MOORE
<PAGE>

Noise Cancellation Technologies (UK) Limited
Auditors Report to the Members

We have  audited  the  financial  statements  on pages 6 to 17 which  have  been
prepared under the historical cost convention.

Respective Responsibilities of Directors and Auditors

As described on page 3 the  Company's  directors  are  responsible  for the
preparation of  financial  statements.  It is our  responsibility  to  form  an
independent  opinion,  based on our audit, on those statements and to report our
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 fiancial 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 the  information  and
explanations  which  we  considered  necessary  in  order  to  provide  us  with
sufficient evidence to give reasonable  assurance that the financial  statements
are  free  from  material   misstatement,   whether  cause  by  fraud  or  other
irregularity  or error.  In forming  our opinion we also  evaluated  the overall
adequacy of the presentation of information in the financial statements.

Fundamental Uncertainty

In  forming  our  opinion  we  have  considered the adequacy of the  disclosures
made in the  financial  statements  concerning  the  basis of  preparation.  The
financial  statements  have  been  prepared  on a going  concern  basis  and the
validity of this depends on the  Company's  ability to meet its  liabilities  as
they fall due. The  financial  statements  do not include any  adjustments  that
would result from a failure to continue to meet its liabilities.  Details of the
circumstance  relating to this fundamental  uncertainty are described in note 1.
Our opion is not qualified in this respect. Opinion

In our opinion the financial  statements  give a true and fair view of the state
of the Comapny's affairs at 31 December 1995 and of its profit and cashflows for
the year then  ended and have been  properly  prepared  in  accordance  with the
Companies Act 1985.

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

Cambridge
7 March 1996