Exhibit 10(ej)


                          SECURITIES PURCHASE AGREEMENT


     SECURITIES PURCHASE AGREEMENT (the "Agreement"),  dated as of May 11, 2004,
by and between NCT GROUP, INC., a Delaware corporation, with principal executive
offices located at 20 Ketchum Street,  Westport,  Connecticut 06880 ("NCT"), and
CRAMMER ROAD LLC, a Cayman Islands Limited  Liability  Company,  with offices at
Harbour House,  Waterfront  Drive,  Road Town,  Tortola,  British Virgin Islands
(hereinafter "Purchaser").

     WHEREAS,  NCT and Purchaser are executing and delivering  this Agreement in
reliance upon the exemption  from  securities  registration  afforded by Section
4(2) of the Securities Act of 1933, as amended (the "1933 Act");

     WHEREAS,  Purchaser  desires to purchase and NCT desires to sell,  upon the
terms and  conditions set forth in this  Agreement,  twenty seven (27) shares of
Series H  Preferred  Stock,  $10,000  stated  value  per share  (the  "Preferred
Stock"),  of NCT in  consideration  for the payment by  Purchaser  to NCT of Two
Hundred, Thirty Thousand Dollars ($230,000.00); and

     NOW THEREFORE,  in  consideration  of the premises and the mutual covenants
contained  herein and other good and  valuable  consideration,  the  receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

     1. PURCHASE AND SALE OF PREFERRED STOCK.

          a. Purchase of Preferred Stock of NCT. On the Closing Date (as defined
     below),  NCT shall sell and deliver to Purchaser,  and Purchaser  agrees to
     purchase  from NCT, an aggregate  amount of twenty seven (27) shares of the
     Preferred  Stock (the  "Shares")  in  consideration  for  $230,000.00  (the
     "Purchase Price").

          b.  Closing  Date.  Subject  to the  satisfaction  (or  waiver) of the
     conditions thereto set forth in Section 5 and Section 6 below, the date and
     time of the sale of the Shares  pursuant to this  Agreement  (the  "Closing
     Date") shall be 12:00 noon Eastern  Standard  Time on or about May 11, 2004
     or such other mutually  agreed upon time.  The closing of the  transactions
     contemplated by this Agreement (the  "Closing")  shall occur on the Closing
     Date at the offices of Krieger & Prager, 39 Broadway, Suite 1440, New York,
     New York or at such other location as may be agreed to by the parties.

          c. Form of Payment.  On the Closing Date, (i) Purchaser  shall pay the
     balance due of Purchase Price in United States dollars, less commission and
     applicable  legal fees, by wire transfer of immediately  available funds to
     an account designated in writing by NCT for such purpose,  against delivery
     of the Shares,  and (ii) NCT shall deliver to Purchaser stock  certificates
     representing the Shares, which Purchaser is then purchasing,  duly executed
     on behalf of NCT, against delivery of the Purchase Price.

<PAGE>


     2. PURCHASER'S  REPRESENTATIONS  AND WARRANTIES.  Purchaser  represents and
warrants to NCT that:

          a. Investment Purpose.  Purchaser is purchasing the Shares for its own
     account for  investment  purposes only and not with a view towards,  or for
     resale in connection with the public sale or distribution  thereof,  except
     pursuant to sales  registered or exempted under the 1993 Act and applicable
     state   securities   laws;   provided,   however,   that  by   making   the
     representations herein,  Purchaser does not agree to hold any of the Shares
     for any minimum or other specific term and reserves the right to dispose of
     the Shares at any time in  accordance  with or pursuant  to a  registration
     statement  or  an  exemption  under  the  1933  Act  and  applicable  state
     securities laws.

          b. Reliance on Exemptions.  Purchaser  understands that the Shares are
     being offered and sold to it in reliance upon specific  exemptions from the
     registration  requirements  of United States  federal and state  securities
     laws and that  Purchaser  is relying  upon the truth and  accuracy  of, and
     Purchaser's compliance with, the representations,  warranties,  agreements,
     acknowledgments  and  understandings of Purchaser set forth herein in order
     to determine the availability of such exemptions and the eligibility of the
     Purchaser to acquire the Shares.

          c.  Information.  Purchaser  and  its  advisors,  if  any,  have  been
     furnished  with  all  materials  relating  to the  business,  finances  and
     operations  of NCT,  and  materials  relating  to the offer and sale of the
     Shares which have been  requested by Purchaser or its  advisors.  Purchaser
     and its  advisors,  if any,  have  been  afforded  the  opportunity  to ask
     questions  of NCT.  Neither  such  inquiries  nor any other  due  diligence
     investigation   conducted   by   Purchaser   or  any  of  its  advisors  or
     representatives  shall modify, amend or affect Purchaser's right to rely on
     NCT's   representations  and  warranties  contained  in  Section  3  below.
     Purchaser  understands  that  its  investment  in  the  Shares  involves  a
     significant degree of risk.

          d. Governmental  Review.  Purchaser  understands that no United States
     federal or state agency or any other government or governmental  agency has
     passed upon or made any recommendation or endorsement of the Shares.

          e.  Transfer  or Resale.  Purchaser  understands  that (i) the sale or
     resale of the  Shares  has not been and is not being  registered  under the
     1933 Act or any applicable state securities laws, and the Shares may not be
     transferred  unless  (a) the  Shares  are  sold  pursuant  to an  effective
     registration  statement  under the 1933  Act,  (b) the  Shares  are sold or
     transferred pursuant to an exemption from such registration, (c) the Shares
     are  sold  or  transferred  to an  "affiliate"  (as  defined  in  Rule  144
     promulgated  under  the 1933 Act (or a  successor  rule)  ("Rule  144")) of
     Purchaser  who agrees to sell or  otherwise  transfer  the  Shares  only in
     accordance  with this Section 2(f) and who is an Accredited  Purchaser,  or
     (d) the Shares are sold  pursuant to Rule 144,  if such Rule is  available;
     (ii) any sale of such  Shares made in reliance on Rule 144 may be made only
     in accordance with the terms of said Rule and further,  if said Rule is not
     applicable,  any resale of such  Shares  under  circumstances  in which the
     seller (or the person through whom the sale is made) may be deemed to be an
     underwriter  (as  that  term  is  defined  in the  1933  Act)  may  require
     compliance  with some other  exemption  under the 1933 Act or the rules and
     regulations of the SEC thereunder.

<PAGE>


          f.  Legends.  Purchaser  understands  that  the  Shares  shall  bear a
     restrictive legend in the following form (and a stop-transfer  order may be
     placed against transfer of the certificates for such Shares):

          "[FOR SHARES]  NEITHER THESE  SECURITIES  NOR THE SECURITIES
          INTO  WHICH  THESE  SECURITIES  ARE  CONVERTIBLE  HAVE  BEEN
          REGISTERED  WITH THE SECURITIES  AND EXCHANGE  COMMISSION OR
          THE SECURITIES  COMMISSION OF ANY STATE, IN RELIANCE UPON AN
          EXEMPTION  FROM  REGISTRATION  UNDER THE  SECURITIES  ACT OF
          1933, AS AMENDED (THE "SECURITIES  ACT"), AND,  ACCORDINGLY,
          MAY NOT BE OFFERED OR SOLD EXCEPT  PURSUANT TO AN  EFFECTIVE
          REGISTRATION  STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
          TO AN AVAILABLE  EXEMPTION  FROM,  OR IN A  TRANSACTION  NOT
          SUBJECT TO, THE REGISTRATION  REQUIREMENTS OF THE SECURITIES
          ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

          [ONLY FOR UNDERLYING SHARES TO THE EXTENT THE RESALE THEREOF
          IS NOT COVERED BY AN EFFECTIVE REGISTRATION STATEMENT AT THE
          TIME  OF  CONVERSION,   ISSUANCE  OR  EXERCISE]  THE  SHARES
          REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
          WITH  THE   SECURITIES   AND  EXCHANGE   COMMISSION  OR  THE
          SECURITIES  COMMISSION  OF ANY STATE,  IN  RELIANCE  UPON AN
          EXEMPTION  FROM  REGISTRATION  UNDER THE  SECURITIES  ACT OF
          1933, AS AMENDED (THE "SECURITIES  ACT"), AND,  ACCORDINGLY,
          MAY NOT BE OFFERED OR SOLD EXCEPT  PURSUANT TO AN  EFFECTIVE
          REGISTRATION  STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
          TO AN AVAILABLE  EXEMPTION  FROM,  OR IN A  TRANSACTION  NOT
          SUBJECT TO, THE REGISTRATION  REQUIREMENTS OF THE SECURITIES
          ACT  AND IN  ACCORDANCE  WITH  APPLICABLE  STATE  SECURITIES
          LAWS."

          g.  Authorization;  Enforcement.  This  Agreement  has  been  duly and
     validly authorized by Purchaser.  This Agreement has been duly executed and
     delivered on behalf of Purchaser,  and this  Agreement  constitutes a valid
     and binding  agreement  of Purchaser  enforceable  in  accordance  with its
     terms,   except  as  such  enforceability  may  be  limited  by  applicable
     bankruptcy, insolvency, reorganization,  moratorium, liquidation or similar
     laws relating to, or affecting  generally,  the  enforcement  of creditors'
     rights  and  remedies  or  by  other   equitable   principles   of  general
     application.

     3. REPRESENTATIONS AND WARRANTIES OF NCT. NCT represents and

<PAGE>


warrants to NCT that:

          a.  Authorization;  Enforcement.  (i) NCT has all requisite  corporate
     power  and  authority  to enter  into and  perform  this  Agreement  and to
     consummate the transactions  contemplated hereby and to sell the Shares, in
     accordance  with the terms hereof,  (ii) the execution and delivery of this
     Agreement  by  NCT  and  the   consummation  by  it  of  the   transactions
     contemplated hereby (including without  limitation,  the sale of the Shares
     to Purchaser)  have been duly  authorized by NCT and no further  consent or
     authorization of NCT or its directors is required, (iii) this Agreement has
     been  duly  executed  and  delivered  by  NCT,  and  (iv)  this   Agreement
     constitutes  a legal,  valid  and  binding  obligation  of NCT  enforceable
     against NCT in accordance with its terms, except as such enforceability may
     be   limited  by   applicable   bankruptcy,   insolvency,   reorganization,
     moratorium,   liquidation   or  similar  laws  relating  to,  or  affecting
     generally,  the  enforcement of creditors'  rights and remedies or by other
     equitable principles of general application

          b. [INTENTIONALLY OMITTED]


          c. No  Conflicts.  The  execution,  delivery and  performance  of this
     Agreement  by  NCT  and  the   consummation  by  NCT  of  the  transactions
     contemplated hereby (including,  without limitation, the sale of the Shares
     to  Purchaser)  will not (i) conflict  with or result in a violation of any
     provision   of  its   certificate   of   incorporation,   bylaws  or  other
     organizational  documents, or (ii) violate or conflict with, or result in a
     breach of any provision of, or constitute a default (or an event which with
     notice or lapse of time or both could become a default)  under,  or give to
     others any rights of termination,  amendment,  acceleration or cancellation
     of, any agreement,  note, bond,  indenture or other instrument to which NCT
     is a party,  or (iii) result in a violation of any law,  rule,  regulation,
     order,  judgment or decree (including federal and state securities laws and
     regulations and regulations of any  self-regulatory  organizations to which
     NCT is subject)  applicable  to NCT or by which any  property of NCT or the
     Shares are bound or affected.  Except as specifically  contemplated by this
     Agreement and as required under the 1933 Act and any applicable federal and
     state  securities  laws,  NCT  is  not  required  to  obtain  any  consent,
     authorization  or order of, or make any filing or  registration  with,  any
     court, governmental agency, regulatory agency, self regulatory organization
     or stock  market or any third party in order for it to execute,  deliver or
     perform any of its obligations  under this Agreement in accordance with the
     terms  hereof.  Except for filings  that may be required  under  applicable
     federal and state  securities laws in connection with the issuance and sale
     of  the  Shares,  all  consents,   authorizations,   orders,   filings  and
     registrations  which NCT is  required to obtain  pursuant to the  preceding
     sentence have been obtained or effected on or prior to the date hereof.

          d. No  Brokers.  NCT has taken no action  which would give rise to any
     claim by any person for  brokerage  commissions,  finder's  fees or similar
     payments  relating  to  this  Agreement  or the  transactions  contemplated
     hereby,  except for dealings with Greenfield  Capital Partners,  LLC, whose
     commissions and fees in the amount of Eleven Thousand, Five Hundred Dollars
     ($11,500.00) will be paid for by NCT.

     4. COVENANTS.

          a. Best  Efforts.  The parties shall use their best efforts to satisfy
     timely each of the

<PAGE>


     conditions described in Section 5 and Section 6 of this Agreement.

          b. Registration  Rights.  The Company  acknowledges that the Purchaser
     shall be entitled to all the rights granted under that certain Registration
     Rights Agreement (the "Registration  Rights Agreement") dated June 21, 2002
     between the Company and  Purchaser  as if fully set forth herein and made a
     part hereof.

     5. CONDITIONS TO NCT'S  OBLIGATION TO SELL. The obligation of NCT hereunder
to sell and deliver the  certificate(s)  representing the Shares to Purchaser at
the Closing is subject to the  satisfaction,  at or before the  Closing  Date of
each of the following conditions thereto, provided that these conditions are for
NCT's sole benefit and may be waived by NCT at any time in its sole discretion:

          a. NCT shall have  executed  this  Agreement and delivered the same to
     Purchaser.

          b.  Purchaser  shall have  delivered the Purchase  Price in accordance
     with Section 1(c) above.

          c. The representations and warranties of NCT shall be true and correct
     in all  material  respects  as of the date when made and as of the  Closing
     Date as though made at that time (except for representations and warranties
     that speak as of a specific date), and NCT shall have performed,  satisfied
     and complied in all material  respects with the  covenants,  agreements and
     conditions  required  by  this  Agreement  to be  performed,  satisfied  or
     complied with by NCT at or prior to the Closing Date.

          d. No litigation, statute, rule, regulation,  executive order, decree,
     ruling or  injunction  shall have been  enacted,  entered,  promulgated  or
     endorsed  by or  in  any  court  or  governmental  authority  of  competent
     jurisdiction or any self-regulatory  organization having authority over the
     matters  contemplated hereby which prohibits the consummation of any of the
     transactions contemplated by this Agreement.

     6.  CONDITIONS TO  PURCHASER'S  OBLIGATION TO PURCHASE.  The  obligation of
Purchaser  hereunder  to  purchase  the Shares at the  Closing is subject to the
satisfaction, at or before the Closing Date of each of the following conditions,
provided  that these  conditions  are for  Purchaser's  sole  benefit and may be
waived by Purchaser at any time in its sole discretion.

          a.  Purchaser  shall have executed this  Agreement,  and delivered the
     same to NCT.

          b. NCT shall have delivered to Purchaser duly executed  certificate(s)
     representing   the  Shares  (in  such   denominations  as  Purchaser  shall
     reasonably request) in accordance with Section 1(c) above and an opinion of
     Counsel in the form annexed hereto.

          c. The  representations  and warranties of Purchaser shall be true and
     correct  in all  material  respects  as of the date when made and as of the
     Closing  Date as though made at such time

<PAGE>


     (except  for  representations  and  warranties  that speak as of a specific
     date) and  Purchaser  shall have  performed,  satisfied and complied in all
     material respects with the covenants, agreements and conditions required by
     this Agreement to be performed,  satisfied or complied with by Purchaser at
     or prior to the Closing Date.

          d. No litigation, statute, rule, regulation,  executive order, decree,
     ruling or  injunction  shall have been  enacted,  entered,  promulgated  or
     endorsed  by or  in  any  court  or  governmental  authority  of  competent
     jurisdiction or any self-regulatory  organization having authority over the
     matters  contemplated hereby which prohibits the consummation of any of the
     transactions contemplated by this Agreement.

     7. GOVERNING LAW; MISCELLANEOUS.

          a. Governing  Law;  Jurisdiction.  THIS  AGREEMENT  SHALL BE ENFORCED,
     GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW
     YORK APPLICABLE TO AGREEMENTS  MADE AND TO BE PERFORMED  ENTIRELY WITH SUCH
     STATE,  WITHOUT  REGARD TO THE  PRINCIPLES OF CONFLICT OF LAWS. THE PARTIES
     HERETO  HEREBY SUBMIT TO THE  EXCLUSIVE  JURISDICTION  OF THE UNITED STATES
     FEDERAL  COURTS  LOCATED IN THE CITY OF NEW YORK,  NEW YORK WITH RESPECT TO
     ANY DISPUTE  ARISING UNDER THIS AGREEMENT,  THE AGREEMENTS  ENTERED INTO IN
     CONNECTION  HEREWITH OR THE  TRANSACTIONS  CONTEMPLATED  HEREBY OR THEREBY.
     BOTH PARTIES  IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE
     MAINTENANCE  OF SUCH SUIT OR  PROCEEDING.  BOTH PARTIES  FURTHER AGREE THAT
     SERVICE OF PROCESS  UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED
     IN EVERY  RESPECT  EFFECTIVE  SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH
     SUIT OR PROCEEDING.  NOTHING HEREIN SHALL AFFECT ANY PARTY'S RIGHT TO SERVE
     PROCESS IN ANY OTHER  MANNER  PERMITTED  BY LAW.  THE PARTIES  AGREE THAT A
     FINAL  NON-APPEALABLE  JUDGMENT  IN ANY SUCH  SUIT OR  PROCEEDING  SHALL BE
     CONCLUSIVE  AND MAY BE  ENFORCED  IN  OTHER  JURISDICTIONS  BY SUIT ON SUCH
     JUDGMENT OR IN ANY OTHER LAWFUL MANNER. THE PARTIES HEREBY WAIVE A TRIAL BY
     JURY IN ANY ACTION,  PROCEEDING  OR  COUNTERCLAIM  BROUGHT BY EITHER OF THE
     PARTIES HERETO AGAINST THE OTHER IN RESPECT OF ANY MATTER ARISING OUT OF OR
     IN CONNECTION WITH THIS AGREEMENT.

          b.  Counterparts;  Signatures  by  Facsimile.  This  Agreement  may be
     executed  in one or more  counterparts,  each of which  shall be  deemed an
     original but all of which shall  constitute  one and the same agreement and
     shall become effective when counterparts have been signed by each party and
     delivered to the other party. This Agreement, once executed by a party, may
     be delivered to the other party hereto by facsimile  transmission of a copy
     of this  Agreement  bearing the signature of the party so  delivering  this
     Agreement.

          c.  Headings.  The headings of this  Agreement are for  convenience of
     reference only and shall not form part of, or affect the interpretation of,
     this Agreement.

<PAGE>


          d. Severability.  In the event that any provision of this Agreement is
     invalid or enforceable  under any  applicable  statute or rule of law, then
     such  provision  shall be  deemed  inoperative  to the  extent  that it may
     conflict  therewith  and  shall be deemed  modified  to  conform  with such
     statute or rule of law. Any  provision  hereof  which may prove  invalid or
     unenforceable under any law shall not affect the validity or enforceability
     of any other provision hereof.

          e. Entire  Agreement;  Amendments.  This Agreement and the instruments
     referenced  herein  contain the entire  understanding  of the parties  with
     respect  to  the  matters   covered  herein  and  therein  and,  except  as
     specifically  set forth  herein or  therein,  NCT makes no  representation,
     warranty,  covenant  or  undertaking  with  respect  to  such  matters.  No
     provision  of this  Agreement  may be waived or  amended  other  than by an
     instrument in writing signed by the party to be charged with enforcement.

          f.  Notices.  Any notices  required or permitted to be given under the
     terms of this  Agreement  shall be sent by  certified  or  registered  mail
     (return receipt requested) or delivered personally or by courier (including
     a  recognized  overnight  delivery  service) or by  facsimile  and shall be
     effective  five days after being  placed in the mail,  if mailed by regular
     United States mail, or upon receipt, if delivered  personally or by courier
     (including a recognized  overnight  delivery  service) or by facsimile,  in
     each case addressed to a party. The addresses for such communications shall
     be:

                         If to NCT:

                              NCT Group, Inc.
                              20 Ketchum Street
                              Westport, CT 06880
                              Attn:  General Counsel
                              Telephone No.:  (203) 226-4447, ext. 3572
                              Telecopier No.: (203) 226-4338

                         With a copy to:


                         If to Purchaser, to:

                         Crammer Road LLC
                         Harbour House, 2nd Floor
                         Waterfront Drive
                         PO Box 972
                         Road Town
                         Tortola, British Virgin Islands


                         With a copy to:

<PAGE>


                         Krieger & Prager LLP
                         39 Broadway, Suite 1440
                         New York, NY  10006
                         Attention:  Samuel Krieger
                         Telephone:  212-363-2900
                         Facsimile:  212-363-2999

     Each party  shall  provide  notice  to the  other  party of any  change  in
     address.

          g.  Successors and Assigns.  This Agreement  shall be binding upon and
     inure to the  benefit of the  parties  and their  successors  and  assigns.
     Neither NCT nor  Purchaser  shall  assign this  Agreement  or any rights or
     obligations  hereunder  without  the prior  written  consent  of the other.
     Notwithstanding  the  foregoing,  subject to Section  2(e),  Purchaser  may
     assign  its  rights  hereunder  to any person  that  purchases  Shares in a
     private  transaction from Purchaser or to any of its  "affiliates," as that
     term is defined under the 1934 Act, without the consent of NCT.

          h. Third Party  Beneficiaries.  This  Agreement  is  intended  for the
     benefit of the parties hereto and their respective permitted successors and
     assigns,  and is not for the  benefit of, nor may any  provision  hereof be
     enforced by, any other person.

          i.  Survival.  The  representations  and  warranties  of NCT  and  the
     agreements  and  covenants  set forth in Sections 4 and 7 shall survive the
     closing hereunder notwithstanding any due diligence investigation conducted
     by or on behalf  of  Purchaser.  Purchaser  agrees  to  indemnify  and hold
     harmless NCT and all their  officers,  directors,  employees and agents for
     loss or damage  arising  as a result of or related to any breach or alleged
     breach by NCT of any of its  representations,  warranties and covenants set
     forth in Sections 2 and 3 hereof or any of its  covenants  and  obligations
     under  this  Agreement,  including  advancement  of  expenses  as they  are
     incurred (except in the case of gross  negligence or willful  misconduct by
     NCT).

          j. Further Assurances. Each party shall do and perform, or cause to be
     done and performed, all such further acts and things, and shall execute and
     deliver all such other agreements, certificates, instruments and documents,
     as the other party may reasonably  request in order to carry out the intent
     and accomplish the purposes of this Agreement and the  consummation  of the
     transactions contemplated hereby.

          k. Fees and  Expenses.  The Company  shall pay $13,000 of the fees and
     expenses  of  the  Investor's   counsel,   incident  to  the   negotiation,
     preparation,  execution,  delivery and performance of this  Agreement.  The
     Company shall pay all stamp and other taxes and duties levied in connection
     with the issuance of the Shares  pursuant  hereto.  The  Investor  shall be
     responsible  for its own tax  liability  that may  arise as a result of the
     investment  hereunder or the  transactions  contemplated by this Agreement.

          l. No Strict Construction. The language used in this Agreement will be
     deemed to be the  language  chosen by the parties to express  their  mutual
     intent,  and no rules of strict  construction  will be applied  against any
     party.

<PAGE>


          IN WITNESS  WHEREOF,  NCT and  Purchaser  have caused this  Securities
     Purchase Agreement to be duly executed as of the date first above written.


NCT GROUP, INC.                               CRAMMER ROAD LLC


By: /s/  Cy E. Hammond                    By: /s/ Arlene DeCastro & Tracy Primus
    --------------------------------          ----------------------------------
    Name:   Cy Hammond                        Name:
    Title:  Senior Vice President,            Title:  Navigator Management Ltd.
            Chief Financial Officer                          Director
            and Director