Exhibit 10.5


                             [NCT Group, Inc. logo]





                                              Michael J. Parrella
                                              Chairman & Chief Executive Officer
                                              Telephone 203-226-4447, ext. 3510
                                              E-mail nonoise@aol.com

                                              January 7, 2005

Mr. Morton Salkind
195 Greenpond Road
Rockaway, NJ  07866

                           Re:  Consulting Agreement

Dear Mr. Salkind:

This will  confirm  the  arrangements,  terms and  conditions  pursuant to which
Morton  Salkind  ("Consultant"),  has  been  retained  to  serve  as  management
consultant and advisor to NCT Group, Inc. (the "Company") for the term described
below. The undersigned hereby agree to the following terms and conditions:

1.  Duties of Consultant:  During  the term of this Agreement, consultants shall
                    provide  the  company  with  such   regular  and   customary
                    consulting advice as is reasonably requested by the Company,
                    provided that Consultant  shall not be required to undertake
                    duties not reasonably  within the scope of the financial and
                    consulting advisory services contemplated by this Agreement.
                    It is understood  and  acknowledged  by the parties that the
                    value of  Consultant's  advice is not readily  quantifiable,
                    and that Consultant shall be obligated to render advice upon
                    request  of the  Company,  in good  faith,  but shall not be
                    obligated to spend any specific  amount of time in so doing.
                    Consultant's duties may include, but will not necessarily be
                    limited  to,   providing   recommendations   concerning  the
                    following financial and related matters:

                    (a)  Disseminating  information  about  the  Company  to the
                         investment community at large;

                    (b)  Rendering  advice and assistance in connection with the
                         preparation  of annual and  interim  reports  and press
                         releases;

                    (c)  Assisting in the Company's financial public relations;

                    (d)  Arranging,  on behalf of the  Company,  at  appropriate
                         times,  meetings  with  securities  analysts  of  major
                         regional investment banking firms;

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                    (e)  Rendering  advice with  regard to internal  operations,
                         including:
                    (1)  The   formation   of   corporate    goals   and   their
                         implementation;
                    (2)  The Company's  financial structure and its divisions or
                         subsidiaries;
                    (3)  Securing,   when  and  if   necessary   and   possible,
                         additional  financing  through  banks and/or  insurance
                         companies; and
                    (4)  Corporate organization and personnel; and

                    (f)  Rendering  advice with  regard to any of the  following
                         corporate finance matters:
                         (1)    Changes in the capitalization of the Company;
                         (2)    Changes in the Company's corporate structure;
                         (3)    Redistribution of shareholdings of the Company's
                                stock;
                         (4)    Offerings of securities in public transactions;
                         (5)    Sales of securities in private transactions;
                         (6)    Alternative uses of corporate assets;
                         (7)    Structure and use of debt; and
                         (8)    Sales of stock by insiders pursuant to Rule 144
                                or otherwise.

                    In addition to the foregoing,  Consultant  agrees to furnish
                    advice to the Company in connection with (x) the acquisition
                    and/or merger of or with other companies, divestiture or any
                    other similar transaction, or the sale of the Company itself
                    (or any  significant  percentage,  assets.  subsidiaries  or
                    affiliates thereof),  and (y) financings,  including private
                    financing  and   financing   from   financial   institutions
                    (including  but not limited to lines of credit,  performance
                    bonds, letters of credit, loans or other financings).

                    Consultant  shall render such other  financial  advisory and
                    consulting  services as may from time to time be agreed upon
                    by Consultant and the Company.

2.  Term of Agreement: The effective  date of this Agreement is the date hereof.
                    The term of this Agreement extends through January 7, 2008.

3.  Available Time: Consultant shall make available such time as he, in his sole
                    discretion,  shall deem  appropriate  for the performance of
                    his  obligations  under  this  Agreement  and may in certain
                    circumstances  be entitled  to  additional  compensation  in
                    connection therewith.

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<PAGE>

4.  Compensation:   As  compensation  for  Consultant's  services hereunder, the
                    Company shall pay to Consultant the following:

                    (a)  A monthly retainer of $5,000  commencing on the date of
                         this  Agreement  and  payable  at the  end of the  term
                         hereof.

                    (b)  The  use  of  one  2005   Cadillac   STS-V8   four-door
                         automobile,  which  automobile shall be owned or leased
                         by the  Company and shall be under  Cadillac  warranty.
                         The Company shall maintain  insurance  coverage on such
                         automobile  with  coverage  amounts no lower than those
                         for other automobiles the Company owns or leases.

                    (c)  A cash  performance  bonus  for extra  services  may be
                         issued  to  Consultant  by  Company  at  the  Company's
                         discretion.

5.  Expenses:       The Company  agrees to reimburse  Consultant  for reasonable
                    out-of-pocket  expenses  related to  performing  services on
                    behalf  of  the  Company.   Such  expenses  typically  might
                    include,  but are not  limited  to,  phone  calls,  postage,
                    shipping,  messengers,  travel,  meals and lodging expenses.
                    All travel will be pre-approved by the Company.

6.  Health Care:    The Company agrees to provide health  coverage at no cost to
                    Consultant and his family.

7.  Communications: The   Company   agrees  to  set  up  a   private   line  for
                    communications between Consultant and Michael J. Parrella.

8.  Relationship:   Nothing herein shall constitute Consultant as an employee or
                    agent of the Company,  except to such extent as might herein
                    be  expressly  agreed for a particular  purpose.  Consultant
                    shall not have the  authority  to  obligate  or  commit  the
                    Company in any manner whatsoever.

9.  Information:    The  Company  acknowledges  that  Consultant  will  rely  on
                    information   furnished  by  the  Company   concerning   the
                    Company's business affairs without independent certification
                    and  represents  that such  information  will be  materially
                    complete and correct.

10. Confidentiality:  Except in the course  of  the  performance  of his  duties
                    hereunder,  Consultant  agree that he shall not disclose any
                    trade secrets,  know-how,  or other proprietary  information
                    not in  the  public  domain  learned  as a  result  of  this
                    Agreement   unless  and  until  such   information   becomes
                    generally known.

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<PAGE>

11. Indemnification:   The Company  agrees  to  indemnify   and  hold   harmless
                    Consultant,  his  partners,  affiliates,  employees and each
                    person who controls any of his partners or  affiliates  from
                    and against any losses,  claims,  damages,  liabilities  and
                    expenses   whatsoever   (including   reasonable   costs   of
                    investigation  or defending any action) to which they or any
                    of them may become  subject under any applicable law arising
                    out of  Consultant's  performance  under this  Agreement and
                    will reimburse  Consultant for all expenses  related thereto
                    (including counsel fees) as they are incurred.

12. Assignment:     This Agreement shall not be assignable by either party.

13. Entire Agreement: This  Agreement  supersedes   any   and  all   prior   and
                    contemporaneous    written    or   oral    agreements    and
                    understandings  between the parties  hereto with  respect to
                    the subject matter hereof.

14. Governing Law:  This  Agreement  shall be deemed to be a contract made under
                    the laws of the State of  Connecticut  and for all  purposes
                    shall  be  construed  in  accordance  with  the laws of said
                    State.

15. Notices:        All notices under this  Agreement  will be delivered by hand
                    or sent via certified mail or recognized  commercial courier
                    such as Federal Express or UPS, to Mr. Morton  Salkind,  195
                    Greenpond Road,  Rockaway,  NJ 07866 and NCT Group, Inc., 20
                    Ketchum Street,  Westport, CT 06880,  Attention:  Michael J.
                    Parrella.


                                              Very truly yours,



                                              /s/  Michael J. Parrella
                                              ----------------------------------
                                              Michael J. Parrella
                                              Chairman & Chief Executive Officer
                                              NCT Group, Inc.


AGREED & ACCEPTED:
-----------------


/s/  Motron Salkind
--------------------
MORTON SALKIND


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