Exhibit 10(em)




                                    AGREEMENT




This  Agreement,  entered  into this 20th of May,  2004,  between  Kambrium,  AB
("Kambrium")  having  a  place  of  business  at  Stora  Angsholmen,  S-178  903
DROTTNINGHOLM, Sweden, and NCT Group, Inc. ("NCT") having a place of business at
20 Ketchum Street,  Westport,  CT 06880,  describes the arrangements,  terms and
conditions under which both Kambrium and NCT agree to proceed.

1.   Objective:  Kambrium will assist NCT, in particular its  subsidiary  Artera
     Group, Inc., in establishing distribution agreements, large end user sales,
     resellers,  capital,  funding,  joint venture partners, and private network
     opportunities.

2.   Term of the Agreement:  The Initial Term of this  Agreement  shall be for a
     one year period,  but will  automatically be extended beyond the expiration
     of such Initial term for additional consecutive one (1) year terms upon the
     anniversary of the commencement of each one (1) year term unless terminated
     by either party upon  written  notice to the other no less than thirty (30)
     days prior to the expiration of each respective term.  Termination shall in
     no way affect transactions  already completed for which compensation is due
     to Kambrium as described in Paragraph 4 below.

3.   Non-Compete:  Kambrium  shall make  available  such time as it, in its sole
     discretion,  shall deem  appropriate for the performance of its obligations
     under this  Agreement.  NCT  acknowledges  and agrees Kambrium will perform
     services for other  companies,  except that it may not do so for  companies
     that directly compete with NCT during the term of this Agreement..

4.   Compensation:  As compensation for Kambrium's services hereunder, NCT shall
     promptly pay to Kambrium as follows:

          (a)  Engagement Fee: A fee of $32,800 shall be paid to Kambrium on the
               signing of this Agreement.

          (b)  Raising  Capital and Debt:  A fee shall be paid to Kambrium of 5%
               (six percent) of the equity capital and 1% (one percent) for debt
               obligations   raised  for  NCT  from  those  parties   listed  as
               "Investors"  on Schedule A. Kambrium  will also receive  warrants
               exercisable  in two (2) years to  purchase an amount of equity in
               NCT  equal to 5% of the  equity  sold,  at the same  price as the
               equity sold.  "Equity  Capital," as used in this provision  shall
               include  funds used to purchase  (a) debt  obligations  which are
               convertible into equity, (b) any obligations or equity containing
               "put"  options,  (c)  preferred  stock of any  nature and (d) any
               other NCT  obligations in which the holder has rights in addition
               to repayment (other than rights against collateral).


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          (c)  Licensing and Distribution  Fees: A fee shall be paid to Kambrium
               of 7%  (seven  per  cent) of the gross  revenues  received,  when
               received,  under any  licensing  and/or  distribution  agreements
               between NCT and those  parties  listed on Schedule  "A"  attached
               hereto as Business  Targets.  "Gross Revenues" are defined as all
               revenues received under a licensing and/or distribution agreement
               between NCT and a Business  Target less  verifiable  direct costs
               incurred by NCT in delivery of the contracted  license,  services
               or products required by such agreement.  The 7% fee, as discussed
               above,  shall be paid for a period of three  (3)  years  from the
               date that revenue is first  received  from each  Business  Target
               listed  on  Schedule  A, and  thereafter,  the fee shall be 5% of
               Gross Revenue from such Business Targets.

          (d)  Joint  Venture  Income:  In the  event  NCT  enters  into a joint
               venture,  partnership  or other  business  relationship  with any
               Investor or Business  Target that results in gross revenues being
               paid to NCT, Kambrium will receive a fee of 7% (seven percent) of
               said  revenues  received,  when  received,  that  result from the
               aforementioned,  less verifiable  direct costs incurred by NCT in
               delivery of the contracted license (if any), services or products
               required by the  business  relationship  entered into between NCT
               and such  Business  Target(s).  The 7% fee, as  discussed  above,
               shall be paid for a period of three (3) years  from the date that
               revenue is first  received from each Investor or Business  Target
               listed  on  Schedule  A, and  thereafter,  the fee shall be 5% of
               Gross Revenue from such Business Targets.

          (e)  Sale of  NCT:  In the  event  any  Investor  or  Business  Target
               purchases greater than a majority interest of NCT, Kambrium shall
               receive 6% (six percent) of such purchase price. "Purchase price"
               shall  mean any  compensation  of any nature  received,  or to be
               received,  by NCT from such  transaction,  including  any  legal,
               beneficial  or  equitable  interest in a business  such as stock,
               stock   options,   partnership   interests,   member   interests,
               beneficial trust interests and similar types of interests as well
               as any deferred compensation.

          (f)  Adding and Deleting from  Schedules:  A  prospective  Investor or
               Business Target shall be added to Schedule A with written consent
               from NCT. Any such  prospect may be removed from Schedule A if it
               does not enter into a business relationship with NCT within three
               (3) months of its  addition to  Schedule  A. If in NCT's  opinion
               reasonable  progress  is  being  made  towards  entering  into  a
               business relationship the three (3) month period will be extended
               in writing until such time as the prospect is deemed by NCT to be
               inactive.


          (g)  Equity.  Kambrium may request any of the above- described fees as
               equity in NCT  instead of cash.  NCT at its sole  discretion  may
               decide to honor the request. If NCT decides to honor the request,
               the  price of the  equity  will be  mutually  agreed  upon by the
               parties  at the time


Agreement for Kambrium 05-24-04

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               of the  request  but in no event will such price be greater  than
               the price of the last capital infusion.  Kambrium and NCT may, on
               a comparable  basis,  agree that Kambrium will receive  equity in
               any joint  venture or  similar  transaction  referred  to in this
               Paragraph 4 in lieu of all or part of the cash fee  provided  for
               herein.

          (h)  If Kambrium uses other entities to assist them,  then Kambrium is
               responsible for the compensation to those entities.

5.   Expenses:  Kambrium agrees that ordinary expenses incurred by it associated
     with this agreement  will be paid by Kambrium,  except as agreed in advance
     by NCT and Kambrium.

6.   Relationship:  Except to such  extent  as might  hereinafter  be  expressly
     agreed for a particular  purpose,  Kambrium shall not have the authority to
     obligate or commit NCT in any manner whatsoever.

7.   Information:  NCT  acknowledges  that  Kambrium  will  rely on  information
     furnished by NCT concerning  NCT's  business  affairs  without  independent
     certification  and  represents  that such  information  will be  materially
     complete and correct.

8.   Confidentiality:  Except in the  course of the  performance  of its  duties
     hereunder,  Kambrium  agrees that it 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.

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

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

11.  Miscellaneous.

          (a)  NCT  agrees to  provide  Kambrium,  in regard to any  transaction
               contemplated hereby, with a timely copy of all letters of intent,
               offers, counter-offers,  final agreements, closing statements and
               any other  information  or materials  which are pertinent to such
               transaction.

          (b)  Each of the undersigned  signatories,  individually and on behalf
               of NCT and Kambrium,  respectively,  represents and warrants that
               he or she has the authority to enter into this Agreement.

          (c)  "NCT," as used in this Agreement,  shall mean the NCT Group, Inc.
               and any of its affiliates or successors-in-interest.  With regard
               to the Artera Optimization  Software Service,  license is limited
               to finding  distribution agents and technology  applications,  as
               listed in the  Schedule A, for the Artera Turbo  Residential  and
               Artera Turbo Small Business products.  Other products may only be
               included, on a case by case basis, with the prior written consent
               of NCT, and a listing on the Schedule A attached hereto.


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          (d)  No communications,  consents and other notices hereunder shall be
               effective  unless in writing and delivered by overnight  courier,
               telecopy  or  facsimile,  or mailed by  certified  mail,  postage
               prepaid, return receipt requested,  and properly addressed to the
               intended recipient at its last known address.


AGREED AND ACCEPTED:
-------------------


For NCT Group, Inc.

By: /s/  Michael J. Parrella
    ----------------------------------
         Michael J. Parrella
         Chairman and CEO

Date:    05/24/04
         -----------------------------


For Kambrium A.B.

By: /s/  Carl Horn af Rantzien
    ----------------------------------
         Carl Horn af Rantzien
         Managing Director

Date:    05/25/04
         -----------------------------


Agreement for Kambrium 05-24-04

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                                   Schedule A


DirectTV/direcway.com
Hughes Network Systems
Telia -Sonera
Nokia
Ericsson
Hutchinson-Whampoa
Virgin Holdings
Milicom
Glocalnet
Deutsche Telekom
Comviq
Tele2
Bredbandsbolaget
Telenor


Agreement for Kambrium 05-24-04