Exhibit 4.1


THIS  WARRANT  HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED,  OR APPLICABLE  STATE  SECURITIES  LAWS, NOR THE SECURITIES LAWS OF ANY
OTHER  JURISDICTION.  THIS WARRANT MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THOSE SECURITIES LAWS OR AN OPINION
OF COUNSEL, IN FORM AND SUBSTANCE  SATISFACTORY TO THE COMPANY, THAT THE SALE OR
TRANSFER IS PURSUANT TO AN EXEMPTION TO THE  REGISTRATION  REQUIREMENTS OF THOSE
SECURITIES LAWS.

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

No. CS-102                                          Dated as of December 2, 2004
----------

          Void after 5:00 p.m., New York City time, on December 2, 2009

                                     WARRANT

              for the Purchase of 8,250,000 Shares of Common Stock

     FOR  VALUE  RECEIVED,   NCT  GROUP,   INC.  (the  "Company"),   a  Delaware
corporation,  on this day of December 2, 2004 (the "Grant  Date")  hereby issues
this warrant (the "Warrant") and certifies that Carole Salkind (the "Holder") is
granted the right,  subject to the  provisions of the Warrant,  to purchase from
the Company,  at any time, or from time to time during the period  commencing at
9:00 a.m.  New York City local time on December 2, 2004,  and  expiring,  unless
earlier  terminated as  hereinafter  provided,  at 5:00 p.m. New York City local
time on  December  2,  2009 up to  Eight  Million  Two  Hundred  Fifty  Thousand
(8,250,000) fully paid and nonassessable shares of Common Stock, $.01 par value,
of the Company at a price per share (the "Exercise  Price") equal to the closing
sale price of the Common Stock (as defined below) on the Trading Day (as defined
below) immediately preceding the date of this Warrant;  provided,  however, that
if, on the date of this  Warrant  and the three  Trading  Days  thereafter  (the
"Window"), neither the Holder nor any Related Party (as defined below) sells or,
whether in writing or  otherwise,  agrees to sell any shares of Common  Stock or
any  option,  warrant,  instrument  or right to convert  into,  exchange  for or
acquire Common Stock,  then the Exercise Price shall be reduced to a price equal
to the lowest  closing sale price,  if lower than the price  specified  above in
this sentence, of the Common Stock during the Window on the principal securities
exchange  or market on which the  Common  Stock is then  traded as  reported  on
Bloomberg  Financial  Markets.  If any  closing  sale price of the Common  Stock
during the Window is lower than the price specified in the immediately preceding
sentence,  the Holder shall give the Borrower  prompt written notice of any sale
of or agreement to sell any Common Stock or option, warrant, instrument or right
to convert  into,  exchange for or acquire  Common Stock made by the Holder or a
Related  Party during the Window.  "Trading Day" shall mean any day on which the
applicable  common stock is traded for any period on the NASDAQ National Market,
or on the principal  securities exchange or other securities market on which the
applicable  common  stock is then being  traded.  "Related  Party"  shall mean a
member of the Holder's immediate family,  including spouse (even if separated or
not residing with the Holder) and adult  children (even if not residing with the
Holder),  or an entity  (other than the Company) of which the Holder or any such
immediate  family  member is an  officer,  director  or  beneficial  shareholder
(determined  under Rule 13d-3  under the  Securities  Exchange  Act of 1934,  as
amended).

<PAGE>


     The term "Common  Stock" means the shares of Common Stock,  $.01 par value,
of the Company constituted on the Grant Date of this Warrant,  together with any
other equity securities that may be issued by the Company in addition thereto or
in  substitution  therefor.  The number of shares of Common Stock to be received
upon  the  exercise  of  this  Warrant  may be  adjusted  from  time  to time as
hereinafter  set  forth.  The  shares  of  Common  Stock  deliverable  upon such
exercise,  and as adjusted from time to time, are hereinafter sometimes referred
to as "Warrant Stock".

     Upon receipt by the Company of evidence  reasonably  satisfactory  to it of
the loss, theft,  destruction or mutilation of this Warrant, and (in the case of
loss, theft or destruction) of reasonably satisfactory indemnification, and upon
surrender  and  cancellation  of this Warrant,  if mutilated,  the Company shall
execute and  deliver a new Warrant of like tenor and date.  Any such new Warrant
executed and delivered shall constitute an additional  contractual obligation on
the part of the Company,  whether or not this Warrant so lost, stolen, destroyed
or mutilated shall be at any time enforceable by anyone.

     The Holder agrees with the Company that this Warrant is issued, and all the
rights  hereunder shall be held,  subject to all of the conditions,  limitations
and provisions set forth herein.

     1.  Exercise of Warrant.  This Warrant may be exercised in whole or in part
at any time,  or from time to time,  during the period  commencing at 9:00 a.m.,
New York City local time,  on December 2, 2004,  and expiring at 5:00 p.m.,  New
York City local time,  on  December  2, 2009,  or, if such day is a day on which
banking  institutions  in the City of New York are  authorized  by law to close,
then on the next succeeding day that shall not be such a day.

     Subject to the restrictions  and limitations set forth above,  this Warrant
may be  exercised by  presentation  and  surrender  hereof to the Company at its
principal  office with the Warrant  Exercise Form attached  hereto duly executed
and  accompanied  by payment  (either in cash or by certified  or official  bank
check, payable to the order of the Company) of the Exercise Price for the number
of shares  specified in such Form and  instruments of transfer,  if appropriate,
duly executed by the Holder.  If this Warrant  should be exercised in part only,
the Company shall, upon surrender of this Warrant for cancellation,  execute and
deliver a new Warrant  evidencing  the rights of the Holder  thereof to purchase
the balance of the shares purchasable hereunder.  Upon receipt by the Company of
this Warrant, together with the Warrant Exercise Form and the Exercise Price, at
its office,  in proper form for  exercise,  the Holder shall be deemed to be the
holder of record of the  shares of Common  Stock  issuable  upon such  exercise,
notwithstanding  that the stock  transfer  books of the  Company  shall  then be
closed or that  certificates  representing such shares of Common Stock shall not
then be  actually  delivered  to the Holder.  The Company  shall pay any and all
documentary  stamp or similar issue or transfer  taxes payable in respect of the
issue or delivery of shares of Common Stock on exercise of this Warrant.

     2.  Reservation  of  Shares.  The  Company  will at all times  reserve  for
issuance and delivery  upon  exercise of this Warrant all shares of Common Stock
of the Company from time to

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<PAGE>


time  receivable  upon exercise of this  Warrant.  All such shares shall be duly
authorized and, when issued upon such exercise,  shall be validly issued,  fully
paid and nonassessable and free of all preemptive rights.

     3. Warrant Stock  Transfer to Comply with the  Securities  Act of 1933. The
Warrant  Stock  may not be sold  or  otherwise  disposed  of  unless  registered
pursuant to the  provisions of the Securities Act of 1933, as amended (the "1933
Act"), or an opinion of counsel in form and content  satisfactory to the Company
is obtained  stating that such sale or other  disposition  is made in compliance
with  an  available  exemption  from  such  registration.   Any  sale  or  other
disposition  of the Warrant  Stock must also comply  with all  applicable  state
securities laws and regulations.

     4. Fractional Shares. No fractional shares or scrip representing fractional
shares shall be issued upon the exercise of this Warrant,  but the Company shall
issue one  additional  share of its Common  Stock in lieu of each  fraction of a
share otherwise called for upon any exercise of this Warrant.

     5. Exchange,  Transfer,  Assignment of Loss of Warrant. This Warrant is not
registered  under the 1933 Act nor under any applicable  state securities law or
regulation.  This Warrant cannot be sold,  exchanged,  transferred,  assigned or
otherwise  disposed of unless registered  pursuant to the provisions of the 1933
Act or an opinion of counsel in form and content  satisfactory to the Company is
obtained  stating  that such  disposition  is in  compliance  with an  available
exemption  from  registration.  Any  such  disposition  must  also  comply  with
applicable state securities laws and regulations.

     6.  Rights of the  Holder.  The Holder  shall  not,  by virtue  hereof,  be
entitled  to any rights of a  stockholder  of the  Company,  either at law or in
equity,  and the  rights of the Holder are  limited to those  expressed  in this
Warrant.

     7. Redemption. This Warrant is not redeemable by the Company.

     8. Anti-Dilution Provisions.

          8.1  Adjustment  for Dividends in Other  Securities,  Property,  Etc.:
Reclassification,  Etc. In case at any time or from time to time after the Grant
Date the holders of Common Stock (or any other securities at the time receivable
upon the  exercise  of this  Warrant)  shall have  received,  or on or after the
record date fixed for the  determination  of eligible  stockholders,  shall have
become  entitled to receive without  payment  therefor:  (a) other or additional
securities or property  (other than cash) by way of dividend,  (b) any cash paid
or  payable  except out of earned  surplus  of the  Company at the Grant Date as
increased  (decreased)  by  subsequent  credits  (charges)  thereto  (other than
credits  in respect of any  capital or paid-in  surplus or surplus  created as a
result  of a  revaluation  of  property)  or (c) other or  additional  (or less)
securities  or  property  (including  cash)  by  way of  stock-split,  spin-off,
split-up,   reclassification,   combination  of  shares  or  similar   corporate
rearrangement, then, and in each such case, the Holder of this Warrant, upon the
exercise thereof as provided in Section 1, shall be

                                       3
<PAGE>


entitled to  receive,  subject to the  limitations  and  restrictions  set forth
above,  the  amount of  securities  and  property  (including  cash in the cases
referred  to in clauses (b) and (c) above)  which such Holder  would hold on the
date of such  exercise  if on the Grant Date it had been the holder of record of
the  number  of  shares  of Common  Stock  (as  constituted  on the Grant  Date)
subscribed  for upon such exercise as provided in Section 1 and had  thereafter,
during  the  period  from  the  Grant  Date to and  including  the  date of such
exercise,  retained such shares and/or all other additional (or less) securities
and  property  (including  cash in the cases  referred to in clauses (b) and (c)
above)  receivable by it as aforesaid  during such period,  giving effect to all
adjustments called for during such period by Section 8.2.

          8.2 Adjustment for Reorganization, Consolidation, Merger, Etc. In case
of any reorganization of the Company (or any other  corporation,  the securities
of which are at the time  receivable on the exercise of this Warrant)  after the
Grant  Date  or in  case  after  such  date  the  Company  (or  any  such  other
corporation) shall consolidate with or merge into another  corporation or convey
all or substantially all of its assets to another corporation, then, and in each
such case,  the Holder of this Warrant upon the exercise  thereof as provided in
Section  1  at  any  time  after  the   consummation  of  such   reorganization,
consolidation,  merger or conveyance,  shall be entitled to receive,  in lieu of
the securities and property  receivable  upon the exercise of this Warrant prior
to such consummation, the securities or property to which such Holder would have
been entitled upon such  consummation  if such Holder had exercised this Warrant
immediately  prior  thereto,  all subject to further  adjustment  as provided in
Section 8.1; in each such case, the terms of this Warrant shall be applicable to
the  securities or property  receivable  upon the exercise of this Warrant after
such consummation.

          8.3  Certificate as to  Adjustments.  In each case of an adjustment in
the  number  of  shares  of Common  Stock  (or  other  securities  or  property)
receivable  on the  exercise of the  Warrant,  the  Company at its expense  will
promptly compute such adjustment in accordance with the terms of the Warrant and
prepare a certificate  setting forth such  adjustment  and showing in detail the
facts upon which such  adjustment  is based,  including a  statement  of (a) the
consideration  received or to be  received  by the  Company  for any  additional
shares of Common Stock issued or sold or deemed to have been issued or sold, (b)
the number of shares of Common Stock  outstanding  or deemed to be  outstanding,
and (c) the pro forma adjusted Exercise.  The Company will forthwith mail a copy
of each such certificate to the holder of this Warrant.

          8.4   Notices of Record Date, Etc.

                In case:

          (a) the Company shall take a record of the holders of its Common Stock
(or other  securities at the time  receivable  upon the exercise of the Warrant)
for the purpose of  entitling  them to receive any  dividend  (other than a cash
dividend)  or other  distribution,  or any right to subscribe  for,  purchase or
otherwise acquire any shares of stock of any class or any other  securities,  or
to receive any other right; or

                                       4
<PAGE>


          (b) of any capital  reorganization  of the Company (other than a stock
split or reverse stock split), any  reclassification of the capital stock of the
Company,  any  consolidation  or  merger  of the  Company  with or into  another
corporation  (other  than a merger for  purposes of change of  domicile)  or any
conveyance of all or  substantially  all of the assets of the Company to another
corporation; or

          (c) of any voluntary or involuntary dissolution,
liquidation  or  winding-up  of the Company,  then,  and in each such case,  the
Company  shall mail or cause to be mailed to each  holder of the  Warrant at the
time outstanding a notice specifying,  as the case may be, (i) the date on which
a record is to be taken for the purpose of such dividend, distribution or right,
and stating the amount and character of such dividend, distribution or right, or
(ii) the date on which  such  reorganization,  reclassification,  consolidation,
merger, conveyance, dissolution, liquidation or winding-up is to take place, and
the time,  if any,  is to be fixed,  as to which the holders of record of Common
Stock (or such other  securities at the time receivable upon the exercise of the
Warrant)  shall be entitled to exchange  their  shares of Common  Stock (or such
other  securities)  for  securities  or other  property  deliverable  upon  such
reorganization,    reclassification,    consolidation,    merger,    conveyance,
dissolution,  liquidation  or  winding-up.  Such notice shall be mailed at least
twenty  (20) days prior to the date  therein  specified  and the  Warrant may be
exercised  prior to said date  during the term of the Warrant no later than five
(5) days prior to said date.

     9. Legend. In the event of the exercise of this Warrant and the issuance of
any of the Warrant Stock hereunder, all certificates  representing Warrant Stock
shall bear on the face thereof  substantially the following legends,  insofar as
is consistent with Delaware law:

          "The shares of common stock  represented by this certificate
          have not been  registered  under the Securities Act of 1933,
          as  amended,  or the  Securities  laws of any state or other
          jurisdiction,  and  may  not  be  sold,  offered  for  sale,
          assigned,  transferred  or  otherwise  disposed  of,  unless
          registered  pursuant  to the  provisions  of that Act and of
          such Securities laws or an opinion of counsel  acceptable to
          the Corporation is obtained stating that such disposition is
          in  compliance   with  an  available   exemption  from  such
          registration."

     10. Governing Law and  Jurisdiction.  This Warrant shall be governed by the
internal  laws of the State of  Delaware,  without  regard to  conflicts of laws
principles.  The parties hereto hereby submit to the exclusive  jurisdiction  of
the United States Federal Courts located in the state of New Jersey with respect
to any dispute arising under this Warrant.

     11. Notices.  Notices,  demands and other  communications  given under this
Agreement  shall be in  writing  and shall be deemed  to have  been  given  when
delivered  (if  personally  delivered),  on the  scheduled  date of delivery (if
delivered  via  commercial  courier),  three  days  after  mailed  (if mailed by
certified  or  registered  mail,  return  receipt  requested)  or  when  sent by
facsimile  (if  sent by  facsimile  with  evidence  of  successful  transmission
retained by the  sender);  provided,  however,  that  failure to give proper and
timely  notice as set forth in the "with a copy to"  provisions  below shall not
invalidate a notice  properly and timely given to the

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<PAGE>


associated  party.  Unless another  address or facsimile  number is specified by
notice hereunder, all notices shall be sent as follows:

If to the Holder:                           with a copy to:
----------------                            --------------

--------------------------------------------------------------------------------
Ms. Carole Salkind                          Peter Rosen, Esq.
18911 Collins Ave., Apt. 2403               Rosen & Avigliano
Sunny Isles Beach, FL 33160                 431 Route 10 East
                                            Randolph, NJ  07689
--------------------------------------------------------------------------------
Facsimile:  305-932-2425                    Facsimile:  973-361-1644
--------------------------------------------------------------------------------

If to the Company:                          with a copy to:
-----------------                           --------------

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

     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed on its
behalf,  in its corporate name, by its duly authorized  officer,  as of the date
first written above.

                                         NCT GROUP, INC.


                                         By:  /s/  Michael J. Parrella
                                            ------------------------------------
                                              Michael J. Parrella
                                              Chairman & Chief Executive Officer

                                       6
<PAGE>


                              WARRANT EXERCISE FORM

         (To be executed by the Holder in order to Exercise the Warrant)

          TO:   NCT Group, Inc.
                20 Ketchum Street
                Westport, CT  06880
                Attention:  Chief Financial Officer

     The undersigned hereby irrevocably elects to exercise the within Warrant to
the extent of purchasing _________ shares of Common Stock of NCT Group, Inc. and
hereby  makes  payment at the rate of  $______  per share,  or an  aggregate  of
$________, in payment therefor.

     The  undersigned  represents,  warrants and  certifies  that all offers and
sales  of the  Warrant  Stock  shall  be  made:  (i)  pursuant  to an  effective
registration  statement  under the 1933 Act or pursuant to an exemption from, or
in a transaction not subject to, the registration  requirements of the 1993 Act;
and (ii) in compliance  with applicable  state  securities laws and those of any
other applicable jurisdiction.


Dated:
       -----------------------

                                                 -------------------------------
                                                 Name of Warrant Holder


                                                 -------------------------------
                                                 Signature


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

                       INSTRUCTIONS FOR ISSUANCE OF STOCK

         (if other than to the registered holder of the within Warrant)


Name:
             --------------------------------------------------------
                  (Please type or print in block letters)

Address:
          --------------------------------------------------------

Social Security or Taxpayer Identification Number:
                                                    ----------------------


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