Exhibit 10.8


                              CONSULTING AGREEMENT
                              --------------------

     Consulting Agreement (this "Agreement"),  dated as of December 16, 2005, by
and among NCT Group, Inc., a Delaware corporation ("NCT"), Artera Group, Inc., a
Delaware  corporation  and  wholly-owned  subsidiary of NCT  ("Artera"),  Spyder
Technologies Group, LLC, a Connecticut limited liability company ("Consultant"),
and Jonathan Parrella, Consultant's current President ("Principal").

                                   WITNESSETH:
                                   ----------

     WHEREAS,  Artera  wishes  to  retain  Consultant  and  Principal  to act as
consultants  to  Artera  on the  terms and  conditions  set  forth  herein,  and
Consultant and Principal wish to be so retained; and

     WHEREAS,  NCT, Artera and Consultant wish to memorialize certain agreements
among them regarding intellectual property;

     NOW THEREFORE,  in  consideration  of the premises and the mutual  promises
herein made, the parties hereto agree as follows:

     1. Consulting Relationship.

         1.1  Appointment.  Consultant shall serve as a consultant to Artera for
the Consulting  Term (as defined  below).  Principal  shall perform on behalf of
Consultant  the  computer and data  processing  services set forth in Schedule A
hereto.

         1.2   Duties.  Principal  shall  devote a  substantial  portion  of his
business time to insure best efforts in the performance of  Consultant's  duties
hereunder  and to the  business  and  affairs  of  Artera,  and  Consultant  and
Principal shall use their best efforts to preserve the goodwill  associated with
Artera's business. In the performance of Consultant's  provision of computer and
data processing services hereunder,  Principal shall report directly to Artera's
Chief Operating Officer.

         1.3  Compliance.  Consultant and Principal  shall duly,  faithfully and
punctually perform and observe any and all rules and regulations that Artera may
now or shall hereafter establish governing the conduct of its business.

         1.4   Consulting  Term.  The term of this  Agreement  (the  "Consulting
Term") shall  commence on the date hereof and shall  continue until such time as
either Artera or Consultant  terminates this  Agreement,  with or without cause,
upon thirty days' written  notice to the other.  In addition,  Artera shall have
the right to terminate this Agreement at any time, upon ten days' written notice
to  Consultant,  in the event that Principal is no longer an officer or employee
of  Consultant  or otherwise  performing  under this  Agreement on  Consultant's
behalf.


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     2. Compensation.

         2.1  Consulting Fee. Artera shall pay to Consultant for the services to
be rendered by Principal on behalf of Consultant hereunder during the Consulting
Term  consulting  fees in the amount of $365.00 per day (or the pro rata portion
thereof which Principal shall have worked, based on an eight hour work day) (the
"Consulting  Fee") for worked  performed  on such day.  Consultant  shall submit
semi-monthly  invoices for such Consulting  Fees, and such Consulting Fees shall
be paid semi-monthly (one invoice period in arrears) and otherwise in accordance
with Artera's normal payment procedures.  Any business time devoted by Principal
on behalf of Consultant in furtherance of any other agreement between Artera and
Consultant, such as any master distributor,  reseller or finder agreement, shall
not be  applicable  to the  determination  of the  number  of  hours  worked  by
Principal in the performance of Consultant's duties under this Agreement, or the
Consulting Fee payable, on any given day.

         2.2  Expenses. In the event that Consultant incurs reasonable travel or
other reasonable out-of-pocket business expenses in connection with its services
hereunder which are authorized in advance by Artera's Chief  Operating  Officer,
Consultant  shall be reimbursed  therefor upon  submission of  documentation  to
Artera.

     3. Consultant Inventions.

         3.1  Assignment. Subject to the terms and conditions of this Agreement,
Principal hereby irrevocably  assigns,  conveys,  sells, grants and transfers to
NCT and  agrees  to  assign,  convey,  sell,  grant  and  transfer  to NCT,  its
successors  and assigns all of his rights,  title and interest of every kind and
character  throughout the world,  including moral rights,  in and to any and all
Consultant  Inventions (as defined below) to the full extent of his ownership or
interest therein;  including,  without limitation,  all federal, state, foreign,
statutory and common law and other rights in patents,  copyrights, moral rights,
trademarks, trade secrets, know-how, design rights and all intellectual property
and proprietary rights therein; all domestic and foreign  intellectual  property
applications  and  registrations  therefor  (and all  divisions,  continuations,
continuations-in-part,  reexaminations,  substitutions, reissues, extensions and
renewals of such applications and registrations,  and the right to apply for any
of the foregoing);  all goodwill associated  therewith;  all rights to causes of
actions and remedies related thereto (including,  without limitation,  the right
to sue for past, present or future  infringement,  misappropriation or violation
of rights related to the foregoing);  and any and all other rights and interests
arising out of, in connection with or in relation to the Consultant  Inventions.
Upon NCT's reasonable request,  Consultant and Principal will promptly take such
actions  including,  without  limitation,  the prompt  execution and delivery of
documents in recordable  form, as may be reasonably  necessary to vest,  secure,
perfect,  protect or  enforce  the  rights  and  interests  of NCT in and to the
Consultant  Inventions.  In the event NCT is unable, after reasonable effort, to
secure the  signature  of  Consultant  or Principal on any document or documents
needed  to apply for or  prosecute  any  patent,  copyright,  or other  right or
protection  relating  to a  Consultant  Invention,  for any  reason  whatsoever,
Consultant and Principal  hereby  irrevocably  designate and appoint NCT and its
duly authorized  officers and agents as Consultant's and Principal's  agents and
attorneys-in-fact  to act for and on  Consultant's  and  Principal's  behalf  to
execute  and file any

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such application or applications and to do all other lawfully  permitted acts to
further  the  prosecution  and  issuance  of  patents,  copyrights,  or  similar
protections  thereon  with the same  legal  force and effect as if  executed  by
Consultant and Principal.

     As  used  in  this  Agreement,   "Consultant  Inventions"  shall  mean  all
improvements,   inventions,   discoveries,   developments,   designs,  formulae,
processes, techniques, computer programs (source and object codes), know-how and
data,  whether or not  patentable,  made or  conceived or reduced to practice or
learned by Consultant or Principal,  either alone or jointly with others,  prior
to the date of this Agreement that (a) relate to or are or can be made useful in
the current business,  products or services (whether marketed or in development)
of  Artera,  (b)  relate to or are or can be made  useful  in  telecommunication
services or  computer  software  for  increasing  the speed of, or reducing  the
bandwidth  required  for,  documents,  text,  images,  voice or other  data when
transmitted  electronically over communication networks or lines, including data
sent to or  received  from the  Internet  or (c)  result  from use of  premises,
facilities or Proprietary Information (as defined below) or assets owned, leased
or contracted for by Artera or by NCT or its subsidiaries or affiliates (NCT and
such subsidiaries and affiliates, collectively, "Affiliates").

         3.2   Consultant  and Principal  Representations  and  Indemnification.
Consultant  and  Principal  each  hereby  represents  to NCT  that,  other  than
Principal,  no  person  has any  rights,  title  and  interest  of any  kind and
character whatsoever throughout the world, including moral rights, in and to any
and all Consultant Inventions. Consultant and Principal shall indemnify and hold
harmless NCT,  Artera and the Affiliates  from and against any and all causes of
action, lawsuits, debts, damages, claims and demands,  including attorneys' fees
and expenses of defense in any of the  foregoing,  arising out of or relating to
any  assertion  by any person of any rights,  title and interest of any kind and
character whatsoever throughout the world, including moral rights, in and to any
and all Consultant Inventions.

         3.3  Payment.  As payment for the assignment of the rights  pursuant to
Section 3.1 above and subject to the  limitations  set forth in this Section 3.3
below,  Artera will pay to Principal a quarterly fee (the "Royalty  Fee") of two
percent  (2%) of Net  Revenues  (as defined  below)  received  from the targeted
Internet advertising delivery system and subscription-free  Internet accelerator
offering,  currently  known  as the  "Rev  The  Web"  service.  As  used in this
Agreement,  "Net Revenues" shall mean all quarterly  operating revenues received
by Artera (to which it is  anticipated  NCT will grant a license to utilize  the
Consultant Inventions) or any Affiliate from any "Rev The Web" service, that, at
the  applicable  time,  utilizes any Consultant  Inventions,  less all quarterly
commissions, other revenue sharing arrangements and similar direct selling costs
payable in connection with the distribution of such service; provided,  however,
that  "Net  Revenues"  shall  not  include  (a) any  revenues  received  from an
Affiliate  or from Artera  (i.e.,  intercompany  payments)  or (b) any  revenues
received by Artera or any Affiliate  from the sale or other  disposition  of the
business  assets of the "Rev The Web"  service  or any  equity  interest  in the
entity that owns such  assets.  Notwithstanding  the  foregoing,  no Royalty Fee
shall be paid or accrued for any  quarter to the extent  such  Royalty Fee would
exceed 50% of Net Profits. As used in this Agreement, Net Profits shall mean the
excess,  if any,  of Net  Revenues  over  net  quarterly  expenses  incurred  in
connection  with  the  distribution  of the "Rev  the  Web"  Service

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(including  depreciation  and other non-cash  expenses) but not including income
taxes.

         4.   Proprietary  Information  and Artera  Inventions.  Consultant  and
Principal recognize that Artera has been, is and will be engaged in a continuous
program of research, development,  experimentation and production respecting its
business and technology.

     Consultant  and  Principal  represent  that  Consultant's  and  Principal's
relationship with Artera will not violate any other employment,  non-competition
or  confidentiality  agreement or other  obligation  Consultant or Principal may
have to any employer or other person or entity,  that  Consultant  and Principal
have obtained all necessary  approvals to perform  Consultant's  and Principal's
consultancy  hereunder,  and that  Consultant  and Principal  will adhere to all
policies,  procedures,  rules and  regulations  of any other  employer  or other
person in performing Consultant's and Principal's obligations hereunder.

     Consultant and Principal understand that:

     A.  As part of  Consultant's  and  Principal's  relationship  with  Artera,
Consultant and Principal may make new technical  contributions and inventions of
value to Artera.

     B.  Consultant's  and  Principal's  consultancy  creates a relationship  of
confidence  and trust  between them and Artera with  respect to any  information
applicable  to the  business  or  technology  of Artera  and  applicable  to the
business or technology of any client, customer, distributor, licensee, affiliate
or co-venturer of Artera,  which may be made known to Consultant or Principal by
Artera or by any such person,  or learned by Consultant or Principal  during the
period of Consultant's consultancy.

     C. In  consideration  of  Consultant's  consultancy  and  the  compensation
received by Consultant from Artera pursuant to Section 2 above (and by Principal
from  Consultant)  from time to time,  Consultant and Principal hereby agrees as
follows:

          (1) All  Proprietary  Information (as defined below) shall be the sole
     property of Artera and its assigns, and Artera and its assigns shall be the
     sole  owner of all  patents,  copyrights,  trademarks  and other  rights in
     connection therewith. Subject to Section 3 above with respect to Consultant
     Inventions,  Consultant  and  Principal  hereby assign to Artera any rights
     Consultant or Principal may have or acquire in all Proprietary Information.
     At all times,  during  Consultant's  consultancy  with Artera and after its
     termination, Consultant or Principal will not disclose to anyone outside of
     Artera  or use for  its or his  own  benefit  any  Proprietary  Information
     without the prior written consent of Artera,  except as may be necessary in
     the ordinary course of performing Consultant's and Principal's duties as an
     advisor to Artera.

          As  used in  this  Agreement,  "Proprietary  Information"  shall  mean
     information that Artera or any of the Affiliates  possesses and will in the
     future possess that has been, or will be, created, discovered, developed or
     acquired by Artera or any of the  Affiliates,  or has become or will become
     otherwise  known to Artera  or any of the  Affiliates  (including,

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     without  limitation,  information  created,  discovered,  developed or made
     known by Consultant or Principal to Artera (or any of the Affiliates) or to
     Consultant  or  Principal by Artera (or any of the  Affiliates)  during the
     period of or arising out of Consultant's  consultancy with Artera),  and in
     which property  rights have been or will be assigned or otherwise  conveyed
     to Artera,  which information has or will have actual or potential economic
     value in the business in which Artera is engaged.  By way of  illustration,
     Proprietary  Information  includes  but is not  limited  to trade  secrets,
     processes, formulae, data, know-how,  discoveries,  developments,  designs,
     improvements,    inventions,   techniques,   licenses,   marketing   plans,
     strategies,   budgets,   projections,   unpublished  financial  statements,
     forecasts,   computer   programs   (source  and  object  codes),   software
     documentation, customer lists, supplier lists, prices and costs.

          (2) In the event of the termination of Consultant's  consultancy  with
     Artera for any reason,  Consultant and Principal will deliver to Artera all
     documents or other materials of any description or any  reproduction of any
     description containing any, or relating to any, Proprietary Information.

          (3)  Consultant  and  Principal  agree  that for a period of two years
     following  termination  of  services  to  Artera,  neither  Consultant  nor
     Principal will entice,  induce or solicit  employees of Artera to leave its
     employ.

          (4) Consultant and Principal agree to disclose  promptly to Artera any
     Artera  Inventions (as defined below).  Any Artera  Inventions shall be the
     sole  property of Artera and its assigns,  and Artera and its assigns shall
     be the sole owner of all patents and other rights in connection  therewith.
     Consultant and Principal hereby assign to Artera any and all rights,  title
     and interest  Consultant  and  Principal  may have or acquire in all Artera
     Inventions.  Consultant  and  Principal  further  agree  as to  all  Artera
     Inventions to execute all necessary  documents and otherwise provide proper
     assistance (but at Artera's expense), during and subsequent to Consultant's
     and  Principal's  consultancy,  to  obtain  and from  time to time  enforce
     patents,  copyrights,  trademarks and other rights and protections relating
     to the Artera  Inventions in any and all  countries,  as Artera may desire,
     together with any  assignments  thereof to Artera or persons  designated by
     it. Artera shall  compensate  Consultant and Principal at a reasonable rate
     for the time actually spent by Consultant and Principal at Artera's request
     on such assistance following  termination of Consultant's  consultancy.  In
     the  event  Artera is  unable,  after  reasonable  effort,  to  secure  the
     signature of Consultant or Principal on any document or documents needed to
     apply for or prosecute any patent,  copyright, or other right or protection
     relating to an Artera Invention, for any reason whatsoever,  Consultant and
     Principal  hereby  irrevocably  designates and appoints Artera and its duly
     authorized  officers and agents as Consultant's  and Principal's  agent and
     attorney-in-fact  to act for and on Consultant's and Principal's  behalf to
     execute and file any such  application or applications  and to do all other
     lawfully permitted acts to further the prosecution and issuance of patents,
     copyrights,  or similar  protections  thereon with the same legal force and
     effect as if executed by Consultant and Principal.

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          As  used  in  this  Agreement,  "Artera  Inventions"  shall  mean  all
     improvements,  inventions,  discoveries,  developments,  designs, formulae,
     processes,   techniques,  computer  programs  (source  and  object  codes),
     know-how and data, whether or not patentable,  made or conceived or reduced
     to practice or learned by Consultant or Principal,  either alone or jointly
     with others, during the period of Consultant's and Principal's  consultancy
     that (a) relate to or are or can be made  useful in the  current  business,
     products or services  (whether  marketed or in development) of Artera,  (b)
     relate to or are or can be made  useful in  telecommunication  services  or
     computer  software for  increasing  the speed of, or reducing the bandwidth
     required for, documents, text, images, voice or other data when transmitted
     electronically over communication networks or lines, including data sent to
     or received from the Internet, (c) result from Consultant's and Principal's
     consultancy with Artera, or (d) result from use of premises,  facilities or
     Proprietary Information or assets owned, leased or contracted for by Artera
     or by any of the Affiliates.

          (5) Consultant and Principal  represent that  Consultant and Principal
     do not possess confidential information arising out of any other employment
     or consultancy which, in Consultant's and Principal's best judgment,  would
     be utilized in connection with  Consultant's and Principal's  engagement by
     Artera.  If, in spite of the  previous  sentence,  Consultant  or Principal
     should find that confidential  information  belonging to any other employer
     or business  with which  Consultant  or  Principal  has  consulted  or been
     employed might be usable in connection with Artera's  business,  Consultant
     and  Principal  will not  intentionally  disclose  to  Artera or use on its
     behalf any  confidentia1  information  belonging to any former  employer or
     business with which Consultant or Principal has consulted or been employed;
     but during Consultant's engagement by Artera, Consultant and Principal will
     use in the performance of Consultant's and Principal's  duties  information
     which is generally  known and used by persons with training and  experience
     comparable to Consultant's and Principal's own and all information which is
     common knowledge in the industry or otherwise legally in the public domain.

          Artera,  Consultant and Principal  understand that this Section 4 does
     not apply to  inventions  for which no  equipment,  supplies,  facility  or
     Proprietary  Information  of  Artera  was used  and  which  were  developed
     entirely on Consultant's or Principal's own time.

          5. Exclusivity and Covenant Not to Compete. During the Consulting Term
     and for a period of twelve months after the  termination  of any consulting
     or subsequent  employment  relationship between Consultant or Principal and
     Artera,  Consultant and Principal will not,  without Artera's prior express
     written consent, (a) engage in any employment, consulting or other business
     relationship  with any other person or entity whose  business is similar to
     Artera's business nor will Consultant or Principal,  for the benefit of any
     person or entity other than Artera or an Affiliate, engage in any research,
     development or other activity relating to any product or technology similar
     or  relating  to those  being  studied,  researched,  developed,  produced,
     marketed or sold by Artera prior to or as of the date of termination of any
     consulting  or subsequent  employment  relationship  between  Consultant or
     Principal  and Artera or (b) recruit or solicit any employee of Artera,  or
     otherwise induce such employee:  (i) to leave the employment of Artera;

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     or (ii) to become an employee or otherwise be associated with Consultant or
     Principal or any company or business with which  Consultant or Principal is
     or may become associated in competition with Artera.

          6.  Remedies.  Consultant  and  Principal  acknowledge  and agree that
     Artera's remedy at law for any breach of any of Consultant's or Principal's
     obligations  under Section 4 and/or  Section 5 hereof would be  inadequate,
     and agree and consent that temporary and/or permanent  injunctive relief or
     specific performance, as applicable, may be granted in any proceeding which
     may be brought  to  enforce  any  provision  of Section 4 and/or  Section 5
     hereof,  without the necessity of proof of actual damage, and, furthermore,
     Artera may recover from  Consultant  and Principal all costs and reasonable
     attorneys' fees incurred as a result of a breach of, and in the enforcement
     of, Section 4 and/or Section 5 hereof.

          7. Independent Contractor Status.

               7.1 Independent Contractor. Consultant and Artera acknowledge and
     agree that Consultant is being retained as an independent  contractor,  and
     that  Consultant  shall be responsible for determining the manner and means
     by which Consultant  performs the duties and  responsibilities  assigned to
     Consultant  under  this  Agreement.  Nothing  in this  Agreement  shall  be
     construed to make  Consultant  or Principal an employee or agent of Artera,
     to entitle  Consultant or Principal to receive the benefits of any employee
     benefit plan of Artera,  or to create a joint venture or partnership  among
     the parties.  Consultant shall not make an unauthorized  representation  or
     warranty  concerning the products or services of Artera or commit Artera to
     any agreement or obligation  without the express  authorization of Artera's
     Chief Operating Officer.

               7.2 Taxes.  No payroll or  employment  taxes of any kind shall be
     withheld or paid with respect to payments to Consultant.  Consultant  shall
     be responsible  for the payment of all taxes,  including but not limited to
     any income,  sales or use tax, levied with respect to the services provided
     hereunder by Consultant.

               7.3  Insurance.  No workers'  compensation  insurance has been or
     will be obtained by Artera on account of Consultant or Principal.

               7.4  Indemnification.  Consultant  agrees to indemnify Artera and
     the  Affiliates  against,  and to defend and hold Artera and the Affiliates
     harmless  from,  any  liabilities,  claims,  costs or  expenses  (including
     reasonable  attorneys'  fees)  which  may be made  against  Artera  and the
     Affiliates,  or  incurred  by Artera and the  Affiliates,  by reason of the
     performance  by  Consultant  of  Consultant's  responsibilities  under this
     Agreement.

     8. Enforceability. The failure of NCT or Artera at any time or from time to
time to require  performance of any of Consultant's  or Principal's  obligations
under  this  Agreement  shall in no manner  affect  NCT's or  Artera's  right to
enforce any provision of this Agreement at a subsequent  time, and the waiver by
NCT or Artera of any right arising out of any breach shall not be construed as a
waiver of any right arising out of any subsequent breach.

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     9. Binding  Effect.  The terms and  provisions of this  Agreement  shall be
binding upon Consultant,  Principal, NCT and Artera, and their respective heirs,
executors,  administrators,   successors  and  permitted  assigns.  The  parties
acknowledge  and agree  that the  Affiliates  that are not  signatories  to this
Agreement may enforce the rights granted to NCT and Artera hereunder.

     10. Assignment.

          10.1 Assignment by Consultant or Principal.  This Agreement may not be
assigned by  Consultant  or  Principal  without  the written  consent of NCT and
Artera, which consent shall not be unreasonably withheld.

          10.2  Assignment by NCT or Artera.  This Agreement may not be assigned
by NCT or Artera without the written consent of Consultant and Principal,  which
consent shall not be  unreasonably  withheld,  except that this Agreement may be
assigned by NCT or Artera  (without the consent of  Consultant  or Principal) to
(a) any Affiliate,  (b) any person or entity that acquires all or  substantially
all of the assets of NCT or Artera, respectively,  or of the business unit(s) of
NCT or Artera, respectively, then utilizing any Consultant Inventions or (c) any
person or entity with or into which NCT or Artera, respectively, is consolidated
or merged;  provided,  however, that any such assignment shall be subject to the
terms and conditions of this Agreement and NCT or Artera,  as applicable,  shall
deliver  to  Consultant  a  written  acknowledgement  to that  effect  from  the
assignee.

          10.3  Successors-In-Interest.  The benefits under this Agreement shall
inure to the  benefit of the  respective  successors-in-interest  of the parties
hereto.

     11. Governing Law. This Agreement is being delivered and shall be construed
(both as to  validity  and  performance)  and  enforced in  accordance  with and
governed by the laws of the State of Connecticut  applicable to agreements  made
and to be performed  wholly within such  jurisdiction.  Consultant and Principal
hereby irrevocably agree that any suit, action or other legal proceeding arising
out of this  Agreement  or any of the  transactions  contemplated  hereby may be
brought in any  Connecticut  or United States Federal Court located in the State
of Connecticut.

     12. Notices. All notices under this Agreement shall be in writing and shall
be deemed duly given upon  delivery by hand,  by fax, by  recognized  commercial
courier or by  certified  mail  (return  receipt  requested),  in each case with
postage or delivery charges pre-paid, as follows:

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         (i)    If to Consultant or Principal:

                Spyder Technologies Group, LLC
                147 Leffingwell Avenue
                Waterbury, CT 06710
                Attn:  Jonathan Parrella
                Facsimile:  203-454-3094

         (ii)   If to NCT or Artera:

                NCT Group, Inc./Artera Group, Inc.
                20 Ketchum Street
                Westport, CT 06880
                Attention: Chief Financial Officer
                Facsimile:  203-226-4338

or to such other  address or to such persons as NCT or Artera,  on the one hand,
or Consultant or Principal,  on the other, shall have last designated by written
notice to the other party.

     13. Severability.  In the event any covenant,  condition or other provision
of this Agreement is held to be invalid or  unenforceable by a final judgment of
a court of  competent  jurisdiction,  then  such  covenant,  condition  or other
provision shall be automatically  terminated and performance thereof waived, and
such  invalidity  or  unenforceability  shall in no way  affect any of the other
covenants,  conditions  or  provisions  hereof,  and the  parties  hereto  shall
negotiate  in  good  faith  to  agree  to  such  amendments,   modifications  or
supplements of or to this Agreement or such other appropriate actions as, to the
maximum extent practicable, shall implement and give effect to the intentions of
the parties as reflected herein.

     14.  Survival.  The terms of Sections  3, 4, 5, 6 and 11 shall  survive the
termination of this Agreement.

     15. Miscellaneous.

          15.1 Entire  Agreement;  Release.  This Agreement  contains all of the
terms agreed upon by the parties with respect to the subject  matter  hereof and
there are no  representations  or  understandings  between the parties except as
provided  herein.  The  parties  acknowledge  and  agree  that any and all prior
agreements,  arrangements and  understandings  among the parties with respect to
the subject  matter  hereof,  including,  but not  limited  to, the  arrangement
pursuant to which Spyder has provided to Artera  technical  consulting  services
pertaining  to Artera  Turbo (the "Prior  Consulting  Arrangement"),  are hereby
terminated and shall be of no further force or effect. In addition,  Consultant,
for  itself  and  its   successors   and   assigns,   hereby   irrevocably   and
unconditionally   releases  NCT,  Artera,   the  Affiliates  and  the  officers,
directors,  stockholders,  employees  and agents of all thereof from any and all
obligations, liabilities, damages, claims and expenses now or hereafter existing
that  arise out of or relate to the Prior  Consulting  Arrangement.  For sake of
clarity, that certain  Non-Disclosure

                                       9
<PAGE>

Agreement,  dated as of  October  24,  2002,  between  Artera  and  Spyder  (the
"Non-Disclosure  Agreement")  shall  remain in full force and effect.  Principal
shall be subject to all of the provisions of the  Non-Disclosure  Agreement that
are applicable to Consultant  thereunder,  and neither  Consultant nor Principal
may terminate the Non-Disclosure  Agreement or the obligations described therein
during the Consulting Term.

          15.2  Amendment.  This Agreement may not be amended or modified in any
way  except  by a written  amendment  to this  Agreement  duly  executed  by the
parties.

          15.3  Waiver.  To  the  extent  that,  pursuant  to  Section  5 of the
Non-Disclosure  Agreement,  the written  consent of Artera is  required  for the
consummation  of the  transactions  set forth in this  Agreement,  Artera hereby
grants such consent.

          15.4 Third-Party Licenses. The parties acknowledge and agree that this
Agreement  shall in no way affect the rights and  obligations of Artera pursuant
to that certain License Agreement,  dated as of June 4, 2002, between NCT Group,
Inc. and Artera (as amended,  if applicable) and that certain License Agreement,
dated as of June 4, 2002, between Midcore Software, Inc. and Artera (as amended,
if applicable).


                            [Signature Page Follows]

                                       10
<PAGE>

     IN WITNESS WHEREOF,  the parties have caused this Agreement to be executed,
in multiple counterparts, on the date first above written.

   NCT GROUP, INC.                           ARTERA GROUP, INC.


   By: /s/  Cy E. Hammond                    By: /s/  Cy E. Hammond
       -----------------------------------       -------------------------------
        Cy E. Hammond                             Cy E. Hammond
        Sr. V.P. & Chief Financial Officer        Treasurer

   SPYDER TECHNOLOGIES GROUP, LLC            PRINCIPAL:


   By: /s/  Jinathan Parrella                     /s/  Jonatahn Parrella
       -----------------------------------       -------------------------------
        Jonathan Parrella                         Jonathan Parrella
        President


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

To the extent that the waiver of rights of NCT Group,  Inc.  pursuant to Section
5.2(a)(iii) of that certain License Agreement, dated as of June 4, 2002, between
NCT Group,  Inc. and Artera Group,  Inc. is required for the consummation of the
transactions set forth in Section 3 of the foregoing Consulting  Agreement,  NCT
Group, Inc. hereby grants such waiver, effective as of the date of the foregoing
Consulting Agreement.

NCT GROUP, INC.


By:  /s/  Cy E. Hammond
     -----------------------------------
      Cy E. Hammond
      Sr. V.P. & Chief Financial Officer

To the extent that the waiver of rights of Midcore  Software,  Inc.  pursuant to
Section 5.2(a)(iii) of that certain License Agreement, dated as of June 4, 2002,
between  Midcore  Software,  Inc.  and Artera  Group,  Inc. is required  for the
consummation  of the  transactions  set  forth  in  Section  3 of the  foregoing
Consulting  Agreement,   Midcore  Software,  Inc.  hereby  grants  such  waiver,
effective as of the date of the foregoing Consulting Agreement.

MIDCORE SOFTWARE, INC.


By:  /s/  Cy E. Hammond
     -----------------------------------
     Cy E. Hammond
     Treasurer

                                       11
<PAGE>

                                                                      Schedule A
                                                                      ----------

                             DESCRIPTION OF SERVICES
                             -----------------------


1.   Programming of product interfaces

2.   Development and maintenance of web based applications and web sites

3.   Graphic design and development

4.   Development  and maintenance of ad server  demographic  interfaces and skin
     delivery platforms

5.   Development and delivery of customized customer product builds

6.   Development  and  maintenance  of program  for  tracking  product  language
     translations



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