Exhibit 10(fn)1


                          REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement ("Agreement"), dated as of September 30,
2004,  is  made  by  and  between  NCT  GROUP,  INC.,  a  Delaware   corporation
("Company"), and CRAMMER ROAD LLC, a Cayman Islands LLC (the "Subscriber").

                                    RECITALS

     WHEREAS,  upon the terms and subject to the  conditions  of the Amended and
Restated  Private  Equity  Credit  Agreement  (the "Equity  Credit  Agreement"),
between the Subscriber and the Company, the Company has agreed to issue and sell
to the Subscriber up to Fifty Million Dollars  ($50,000,000) of the common stock
of the  Company  ("Subscribed  Shares"),  $.01 par value per share (the  "Common
Stock"), and

     WHEREAS,  to induce the Subscriber to execute and deliver the Equity Credit
Agreement,  the Company has agreed to provide certain  registration rights under
the  Securities  Act  of  1933,  as  amended,  and  the  rules  and  regulations
thereunder,  or any similar  successor  statute  (collectively,  the "Securities
Act"),  and  applicable  state  securities  laws with respect to the  Subscribed
Shares;

     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 Company and the  Subscriber
hereby agree as follows:

     1.  Definitions.

          (a) As used in this  Agreement,  the  following  terms  shall have the
following meaning:

                    (i) "Potential  Material  Event" means any of the following:
(A)  the  possession  by the  Company  of  material  information  not  ripe  for
disclosure   in  a   Registration   Statement,   which  shall  be  evidenced  by
determinations  in good  faith by the Board of  Directors  of the  Company  that
disclosure  of  such  information  in  the   Registration   Statement  would  be
detrimental  to the  business  and affairs of the  Company,  or (B) any material
engagement  or  activity  by  the  Company  which  would,   in  the  good  faith
determination of the Board of Directors of the Company, be adversely affected by
disclosure in a Registration  Statement at such time, which  determination shall
be  accompanied by a good faith  determination  by the Board of Directors of the
Company that the Registration  Statement would be materially  misleading  absent
the inclusion of such information.

                    (ii)  "Prospectus"  means  the  prospectus  included  in the
Registration Statement (including, without limitation, a prospects that includes
any  information  previously  omitted  from a  prospectus  filed  as  part of an
effective  registration  statement in reliance upon Rule 430A promulgated  under
the Securities  Act), as amended or supplemented  by any prospectus  supplement,
with  respect to the terms of the  offering  of any  portion of the  Registrable
Securities covered by the Registration  Statement,  and all other amendments and
supplements to the  prospectus,  including  post-effective  amendments,  and all
material incorporated by reference in such prospectus.

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                    (iii) "Register," "registered" and "registration" refer to a
registration  effected  by  preparing  and filing a  Registration  Statement  or
Statements in compliance  with the Securities Act and pursuant to Rule 415 under
the Securities Act or any successor rule providing for offering  securities on a
delayed or continuous  basis ("Rule 415"),  and the  declaration  or ordering of
effectiveness of such Registration Statement by the United States Securities and
Exchange Commission (the "SEC").

                    (iv) "Registrable Securities" means the Subscribed Shares.

                    (v) "Registration  Statement" means a registration statement
of the Company under the Securities Act.

                    (vi) "Subscription Date" means the date of this Agreement.

                    (vii) "Subscriber" has the meaning set forth in the preamble
to this Agreement.

                  (b) Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings set forth in the Equity Credit
Agreement.

     2.  Registration.

                    (a)  Mandatory  Registration.  The Company shall prepare and
file with the SEC, no later than thirty (30) business  days after  effectiveness
of the  registration  statement for the Exchange  Agreement dated as of June 21,
2002,  between  the Company  and  Subscriber  ("Filing  Date"),  a  Registration
Statement registering for distribution by the Subscriber pursuant to Rule 457(o)
of the Securities Act, no less than 150% of the Minimum  Commitment Amount under
the Equity Credit Agreement.  Such  Registration  Statement shall state that, in
accordance with the Securities Act, it also covers such indeterminate  number of
additional  shares of Common  Stock as may become  issuable to prevent  dilution
resulting  from stock  splits or stock  dividends.  If at any time the number of
Subscribed  Shares  exceeds the aggregate  number of shares of Common Stock then
registered,  the Company  shall,  within ten (10) business days after receipt of
written notice from the Subscriber, file with the SEC an additional Registration
Statement to register the Subscribed  Shares that exceed the aggregate number of
shares of Common Stock already registered.

                    (b) Termination.  If the Registration Statement covering the
Registrable  Securities  required to be filed by the Company pursuant to Section
2(a) hereof is not declared  effective  within one hundred and eighty (180) days
from the Filing Date (the "Effective  Date"),  then the commitment  contained in
the Equity Credit Agreement and in this Agreement (the  "Commitment")  shall, at
the option of the Subscriber, and upon written notice to the Company, terminate.

     3.  Obligations of the Company.  In connection with the registration of the
Registrable Securities, the Company shall do each of the following:

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          (a)  Prepare  promptly,  and file with the SEC by the Filing  Date,  a
Registration  Statement  with respect to not less than the number of Registrable
Securities  provided in Section 2(a) above,  and,  thereafter,  use all diligent
efforts  to  cause  the  Registration  Statement  relating  to  the  Registrable
Securities  to become  effective the earlier of (i) five (5) business days after
notice from the SEC that the Registration  Statement may be declared  effective,
or (ii) the Effective Date, and keep the Registration Statement effective at all
times until the  earliest of (A) the date that is one year after the  completion
of the last Closing Date under the Equity  Credit  Agreement,  (B) the date when
the Subscriber may sell all Registrable Securities under Rule 144 without volume
limitations,  or  (C)  the  date  the  Subscriber  no  longer  owns  any  of the
Registrable  Securities   (collectively,   the  "Registration  Period"),   which
Registration  Statement  (including any  amendments or  supplements  thereto and
prospectuses  contained  therein)  shall not contain any untrue  statement  of a
material fact or omit to state a material fact required to be stated  therein or
necessary  to make the  statements  therein,  in the light of the  circumstances
under which they were made, not misleading;

          (b)  Prepare  and  file  with  the  SEC  such  amendments   (including
post-effective amendments) and supplements to the Registration Statement and the
prospectus  used  in  connection  with  the  Registration  Statement  as  may be
necessary to keep the Registration  Statement  effective at all times during the
Registration  Period,  and, during the Registration  Period, and comply with the
provisions  of  the  Securities  Act  with  respect  to the  disposition  of all
Registrable  Securities  of the Company  covered by the  Registration  Statement
until the expiration of the Registration Period;

          (c) Permit a single firm of counsel designated by Subscriber to review
the  Registration  Statement  and  all  amendments  and  supplements  thereto  a
reasonable  period of time (but not less than three (3) business  days) prior to
their  filing  with the SEC,  and not file any  document in a form to which such
counsel reasonably  objects, it being understood that such review and objections
shall relate  exclusively  to matters in the  Registration  Statement or omitted
therefrom  affecting any or all of the Equity Credit  Agreement,  Subscriber and
the Registrable Securities or compliance with the terms of this Agreement or the
other Transaction Documents;

          (d) Notify Subscriber and Subscriber's legal counsel identified to the
Company (which,  until further  notice,  shall be deemed to be Krieger & Prager,
LLP, ATTN: Samuel Krieger,  Esq.;  "Subscriber's  Counsel") (and, in the case of
(i)(A) below, not less than five (5) business days prior to such filing) and (if
requested by any such  person)  confirm such notice in writing no later than one
(1) business day following the day (i): (A) when a prospectus or any  prospectus
supplement or post-effective amendment to the Registration Statement is proposed
to be filed;  (B) whenever the SEC notifies the Company  whether there will be a
"review"  of  such  Registration   Statement;   and  (C)  with  respect  to  the
Registration Statement or any post-effective amendment, when the same has become
effective;  (ii)  of any  request  by the  SEC or any  other  Federal  or  state
governmental  authority  for  amendments  or  supplements  to  the  Registration
Statement or the prospectus or for additional information; (iii) of the issuance
by the SEC of any stop order  suspending the  effectiveness  of the Registration
Statement covering any or all of the Registrable Securities or the initiation of
any proceedings for that purpose; (iv) if at any time any of the representations
or warranties  of the Company  contained in any  agreement  contemplated  hereby
ceases to be true and correct in all  material  respects;  (v) of the receipt by
the  Company  of  any  notification  with  respect  to  the  suspension  of  the
qualification  or  exemption  from  qualification  of  any  of  the  Registrable
Securities for sale in any jurisdiction, or the initiation or threatening of any
proceeding for such purpose; and (vi) of the occurrence of any event that to the
knowledge of the Company makes any statement made

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in the Registration  Statement or the prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect or
that requires any revisions to the  Registration  Statement,  the  prospectus or
other  documents  so that,  in the  case of the  Registration  Statement  or the
prospectus,  as the case may be, it will not contain any untrue  statement  of a
material fact or omit to state any material  fact required to be stated  therein
or necessary to make the statements  therein,  in the light of the circumstances
under which they were made, not misleading;

          (e) Furnish to Subscriber and Subscriber's Counsel, (i) promptly after
the same is prepared and publicly  distributed,  filed with the SEC, or received
by the Company,  one (1) copy of the  Registration  Statement,  each preliminary
prospectus and the  prospectus,  and each amendment or supplement  thereto,  all
correspondence  to,  with,  or from the SEC and (ii) such  number of copies of a
prospectus,   including  a  preliminary  prospectus,   and  all  amendments  and
supplements  thereto and such other documents,  as the Subscriber may reasonably
request in order to facilitate  the  disposition of the  Registrable  Securities
owned by the Subscriber;

          (f) Use all  diligent  efforts  to (i)  register  and/or  qualify  the
Registrable  Securities  covered by the Registration  Statement under such other
securities  or blue  sky  laws  of  such  jurisdictions  as the  Subscriber  may
reasonably  request and in which  significant  volumes of shares of Common Stock
are  traded,  (ii)  prepare  and file in  those  jurisdictions  such  amendments
(including post-effective  amendments) and supplements to such registrations and
qualifications as may be necessary to maintain the effectiveness  thereof at all
times during the  Registration  Period,  (iii) take such other actions as may be
necessary to maintain  such  registrations  and  qualification  in effect at all
times during the Registration Period, and (iv) take all other actions reasonably
necessary or advisable to qualify the  Registrable  Securities  for sale in such
jurisdictions;  provided,  however,  that the  Company  shall not be required in
connection  therewith or as a condition thereto to (A) qualify to do business in
any  jurisdiction  where it would not  otherwise  be required to qualify but for
this  Section  3(f),  (B)  subject  itself  to  general  taxation  in  any  such
jurisdiction,  (C) file a general  consent  to  service  of  process in any such
jurisdiction,  (D) provide any undertakings that cause more than nominal expense
or burden to the Company or (E) make any change in its charter or by-laws or any
then existing contracts;

          (g) As promptly as  practicable  after  becoming  aware of such event,
notify the  Subscriber  of the  happening  of any event of which the Company has
knowledge,  as a result of which the  prospectus  included  in the  Registration
Statement,  as then in effect,  includes any untrue statement of a material fact
or omits to state a material fact required to be stated  therein or necessary to
make the statements  therein, in the light of the circumstances under which they
were made, not misleading ("Registration Default"), and use all diligent efforts
to promptly prepare a supplement or amendment to the  Registration  Statement or
other  appropriate  filing  with the SEC to correct  such  untrue  statement  or
omission,  and any other necessary steps to cure the Registration  Default,  and
deliver a number of copies of such  supplement or amendment to the Subscriber as
the  Subscriber  may  reasonably  request.  Failure to file such  supplement  or
amendment to the Registration Statement with the SEC within twenty (20) business
days shall result in the Company incurring  liquidated damages of 1% of the cost
of all  Registrable  Securities then held by the Subscriber for each twenty (20)
business day period or portion  thereof,  beginning on the  twenty-first  (21st)
business day after the  Registration  Default and  terminating  on the date such
supplement or amendment to the Registration Statement is filed with the SEC.

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          (h) As promptly as  practicable  after  becoming  aware of such event,
notify  the  Subscriber  (or,  in the  event of an  underwritten  offering,  the
managing underwriters) of the issuance by the SEC of any notice of effectiveness
or any stop order or other  suspension of the  effectiveness of the Registration
Statement;

          (i) Notwithstanding the foregoing, if at any time or from time to time
after the date of  effectiveness  of the  Registration  Statement,  the  Company
notifies  Subscriber in writing of the existence of a Potential  Material  Event
("Blackout  Notice"),  Subscriber  shall  not  offer  or  sell  any  Registrable
Securities,  or engage in any other  transaction  involving  or  relating to the
Registrable Securities,  from the time of the giving of notice with respect to a
Potential  Material  Event until  Subscriber  receives  written  notice from the
Company that such  Potential  Material  Event  either has been  disclosed to the
public or no longer constitutes a Potential Material Event;  provided,  however,
that the  Company may not so suspend  the right to such  holders of  Registrable
Securities  for more than two ten (10) day periods in the  aggregate  during any
12-month  period  ("Blackout  Period")  with at  least a ten (10)  Business  Day
interval between such periods,  during the periods the Registration Statement is
required to be in effect;

          (j) Use its commercially  reasonable efforts,  if eligible,  either to
(i) cause all the Registrable  Securities covered by the Registration  Statement
to be listed on a national  securities  exchange and on each additional national
securities  exchange on which  securities  of the same class or series issued by
the  Company  are  then  listed,  if any,  if the  listing  of such  Registrable
Securities is then permitted  under the rules of such  exchange,  or (ii) secure
designation  of all  the  Registrable  Securities  covered  by the  Registration
Statement as a National  Association of Securities Dealers Automated  Quotations
System ("Nasdaq") "Small  Capitalization"  within the meaning of Rule 11Aa2-1 of
the SEC under the  Securities  Exchange Act of 1934,  as amended (the  "Exchange
Act"),  and the quotation of the Registrable  Securities on the Nasdaq Small Cap
Market; or if, despite the Company's commercially  reasonable efforts to satisfy
the preceding  clause (i) or (ii), the Company is  unsuccessful  in doing so, to
secure NASD  authorization and quotation for such Registrable  Securities on the
over-the-counter  bulletin  board and,  without  limiting the  generality of the
foregoing,  to  arrange  for at least two  market  makers to  register  with the
National  Association of Securities Dealers,  Inc. ("NASD") as such with respect
to  such  Registrable  Securities;   provided,   however,  that  the  Subscriber
acknowledges  that the Company  does not  currently  meet the  requirements  for
listing  on a  national  securities  exchange  or the  Nasdaq  Small Cap  Market
pursuant to (i) or (ii) and that nothing in this  section  shall be construed to
require the Company to pursue such qualification  until such time as the Company
satisfies such requirements for a period of not less than forty-five (45) days;

          (k) Provide a transfer agent for the Registrable  Securities not later
than the Effective Date;

          (l) Cooperate with the Subscriber to facilitate the timely preparation
and  delivery  of  certificates  for the  Registrable  Securities  to be offered
pursuant to the  Registration  Statement  and enable such  certificates  for the
Registrable  Securities to be in such  denominations  or amounts as the case may
be, as the Subscriber may reasonably  request and  registration in such names as
the  Subscriber  may  request;  and,  within  five  (5)  business  days  after a
Registration   Statement  which  includes  Registrable   Securities  is  ordered
effective by the SEC, the Company shall  deliver,  and shall cause legal counsel
selected by the Company to deliver,  to the transfer  agent for the  Registrable

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Securities  (with  copies to the  Subscriber)  an  appropriate  instruction  and
opinion of such counsel, if so required by the Company's transfer agent; and

          (m) Take all  other  reasonable  actions  necessary  to  expedite  and
facilitate distribution to the Subscriber of the Registrable Securities pursuant
to the Registration Statement.

     4.  Obligations of the Subscriber.  In connection with the  registration of
the Registrable Securities, the Subscriber shall have the following obligations:

          (a) It  shall  be a  condition  precedent  to the  obligations  of the
Company to complete the registration  pursuant to this Agreement with respect to
the Registrable  Securities of the Subscriber  that the Subscriber  shall timely
furnish to the  Company  such  information  regarding  itself,  the  Registrable
Securities held by it, and the intended method of disposition of the Registrable
Securities  held  by  it,  as  shall  be  reasonably   required  to  effect  the
registration  of such  Registrable  Securities  and shall  timely  execute  such
documents in connection  with such  registration  as the Company may  reasonably
request;

          (b) The Subscriber, by such Subscriber's acceptance of the Registrable
Securities,  agrees to cooperate with the Company as reasonably requested by the
Company  in  connection  with the  preparation  and  filing of the  Registration
Statement hereunder; and

          (c) The  Subscriber  agrees that,  upon receipt of any notice from the
Company of the  happening of any event of the kind  described in Section 3(g) or
3(h) above  (except for an SEC notice of  effectiveness),  the  Subscriber  will
immediately  discontinue  disposition of Registrable  Securities pursuant to the
Registration Statement covering such Registrable Securities until the Subscriber
receives the copies of the  supplemented or amended  prospectus  contemplated by
Section 3(g) or 3(h) and, if so directed by the Company,  the  Subscriber  shall
deliver to the Company (at the expense of the  Company) or destroy  (and deliver
to the Company a  certificate  of  destruction)  all copies in the  Subscriber's
possession,  of the prospectus  covering such Registrable  Securities current at
the time of receipt of such notice.

     5.  Expenses  of  Registration.  (a) All  reasonable  expenses  (other than
underwriting   discounts   and   commissions)   incurred  in   connection   with
Registrations,  filings or  qualifications  pursuant  to  Section 3,  including,
without limitation, all Registration, listing, and qualifications fees, printers
and accounting  fees, and the fees and  disbursements of counsel for the Company
shall be borne by the  Company.  A fee,  not to exceed  $5,000.00,  for a single
counsel for  Subscriber  for the  initial  Registration  Statement  and for each
additional  Registration  Statement covering the Registrable Securities shall be
borne by the Company.

          (b) Except as otherwise provided for in Schedule 5(b) attached hereto,
the Company nor any of its  subsidiaries  has,  as of the date  hereof,  and the
Company  shall  not on or  after  the  date of this  Agreement,  enter  into any
agreement with respect to its securities  that is  inconsistent  with the rights
granted  to  Subscriber  in this  Agreement  or  otherwise  conflicts  with  the
provisions  hereof.  Except as  otherwise  provided  for in Schedule  5(b),  the
Company has not previously  entered into any agreement granting any registration
rights with respect to any of its securities to any person.

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     Except as otherwise  provided  for in this Section 5, and without  limiting
the generality of the foregoing,  without the written consent of Subscriber, the
Company  shall not grant to any  person  the right to  request  the  Company  to
Register  any  securities  of the Company  under the  Securities  Act unless the
rights so granted  are subject in all  respects  to the prior  rights in full of
Subscriber set forth herein,  and are not otherwise in conflict or  inconsistent
with the provisions of this Agreement and the other Transaction Documents.

     6.  Indemnification.   After  Registrable  Securities  are  included  in  a
Registration Statement under this Agreement:

          (a) To the extent  permitted by law, the Company  will  indemnify  and
hold harmless, the Subscriber,  the directors,  if any, of such Subscriber,  the
officers,  if any, of such  Subscriber,  each  person,  if any, who controls the
Subscriber  within the meaning of the  Securities Act or the Exchange Act (each,
an "Indemnified Person"),  against any losses, claims,  damages,  liabilities or
expenses (joint or several)  incurred  (collectively,  "Claims") to which any of
them may become subject under the Securities Act, the Exchange Act or otherwise,
insofar  as such  Claims  (or  actions  or  proceedings,  whether  commenced  or
threatened,  in respect  thereof) arise out of or are based upon: (i) any untrue
statement  or alleged  untrue  statement  of a material  fact  contained  in the
Registration  Statement or any post-effective  amendment thereof or the omission
or alleged  omission  to state  therein a material  fact  required  to be stated
therein or necessary to make the  statements  made therein,  in the light of the
circumstances under which the statements therein were made, not misleading, (ii)
any untrue statement or alleged untrue statement of a material fact contained in
the final  prospectus  (as amended or  supplemented,  if the  Company  files any
amendment thereof or supplement thereto with the SEC) or the omission or alleged
omission to state  therein any material  fact  necessary to make the  statements
made  therein,  in the light of the  circumstances  under  which the  statements
therein were made, not misleading or (iii) any violation or alleged violation by
the Company of the Securities Act, the Exchange Act, any state securities law or
any rule or regulation  under the Securities  Act, the Exchange Act or any state
securities  law (the matters in the  foregoing  clauses (i) through  (iii) being
collectively referred to as "Violations"). Subject to clause (b) of this Section
6, the Company  shall  reimburse the  Subscriber,  promptly as such expenses are
incurred  and are due  and  payable,  for any  reasonable  legal  fees or  other
reasonable  expenses  incurred  by  them in  connection  with  investigating  or
defending  any such Claim.  Notwithstanding  anything to the contrary  contained
herein, the  indemnification  agreement contained in this Section 6(a) shall not
(i) apply to any Claims arising out of or based upon a Violation which occurs in
reliance upon and in  conformity  with  information  furnished in writing to the
Company  by or on  behalf  of  any  Indemnified  Person  expressly  for  use  in
connection  with  the  preparation  of the  Registration  Statement  or any such
amendment  thereof or supplement  thereto,  if such  Registration  Statement was
timely made available by the Company pursuant to Section 3(b) hereof;  (ii) with
respect to any preliminary  prospectus,  inure to the benefit of any such person
from  whom  the  person  asserting  any such  Claim  purchased  the  Registrable
Securities  that  are the  subject  thereof  (or to the  benefit  of any  person
controlling  such person) if the untrue  statement or omission of material  fact
contained in the preliminary  prospectus was corrected in the final  prospectus,
as then  amended or  supplemented,  if such  final  prospectus  was timely  made
available by the Company pursuant to Section 3(b) hereof;  (iii) be available to
the  extent  such Claim is based on a failure  of the  Subscriber  to deliver or
cause to be delivered the Prospectus  made available by the Company;  (iv) apply
to  amounts  paid in  settlement  of any Claim if such  settlement  is  effected
without the prior  written  consent of the Company,  which  consent shall not be
unreasonably  withheld;  or (v) apply to the extent  that such Claims are caused
by, result from

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or  arise  out of  any  breach  of  this  Agreement  by  the  Subscriber  or any
intentionally  wrongful  or grossly  negligent  conduct by the  Subscriber.  The
Subscriber  will  indemnify the Company and its  officers,  directors and agents
(including  legal counsel) (each, an  "Indemnified  Person")  against any claims
arising out of or based upon a Violation  which  occurs in reliance  upon and in
conformity with information furnished in writing to the Company, by or on behalf
of such Subscriber,  expressly for use in connection with the preparation of the
Registration  Statement,  or  arising  out of or  based  upon a  failure  of the
Subscriber to deliver or cause to be delivered the Prospectus  made available by
the  Company,  subject  to such  limitations  and  conditions  set  forth in the
previous  sentence.  Such  indemnity  shall  remain  in full  force  and  effect
regardless of any investigation made by or on behalf of any Indemnified Person.

          (b) Promptly after receipt by an Indemnified Person under this Section
6 of  notice of the  commencement  of any  action  (including  any  governmental
action),  such Indemnified  Person shall, if a Claim in respect thereof is to be
made  against  any  indemnifying  party  under this  Section  6,  deliver to the
indemnifying  party a written notice of the  commencement  thereof.  In case any
such  action is brought  against any  Indemnified  Person,  and it notifies  the
indemnifying party of the commencement  thereof,  the indemnifying party will be
entitled to participate in, and, to the extent that it so desires,  jointly with
any other  indemnifying  party  similarly  notified,  to assume  control  of the
defense thereof with counsel mutually satisfactory to the indemnifying party and
the Indemnified Person. Subject to the provisions herein stated and after notice
from the indemnifying party to such Indemnified Person of its election to assume
control of the defense  thereof,  the  indemnifying  party will not be liable to
such   Indemnified   Person  under  this  Section  6  for  any  legal  or  other
out-of-pocket  expenses  subsequently  incurred  by such  Indemnified  Person in
connection   with  the  defense   thereof   other  than   reasonable   costs  of
investigation,  unless the indemnifying party shall not pursue the action to its
final conclusion. The Indemnified Person shall have the right to employ separate
counsel in any such action and to  participate in the defense  thereof,  but the
fees and reasonable  out-of-pocket  expenses of such counsel shall not be at the
expense of the  indemnifying  party if the  indemnifying  party has  assumed the
defense of the action with counsel  reasonably  satisfactory  to the Indemnified
Person. The failure to deliver written notice to the indemnifying party within a
reasonable  time of the  commencement  of any such action shall not relieve such
indemnifying party of any liability to the Indemnified Person under this Section
6, except to the extent that the indemnifying party is prejudiced in its ability
to defend such action. The  indemnification  required by this Section 6 shall be
made by  periodic  payments  of the  amount  thereof  during  the  course of the
investigation or defense, as such expense, loss, damage or liability is incurred
and is due and payable.

     7. Contribution. To the extent any indemnification by an indemnifying party
is  prohibited  or limited by law,  the  indemnifying  party  agrees to make the
maximum contribution with respect to any amounts for which it would otherwise be
liable  under  Section  6 to the  fullest  extent  permitted  by law;  provided,
however,  that (a) no contribution shall be made under  circumstances  where the
maker would not have been liable for  indemnification  under the fault standards
set  forth in  Section  6; (b) no  seller of  Registrable  Securities  guilty of
fraudulent  misrepresentation  (within  the  meaning  of  Section  11(f)  of the
Securities Act) shall be entitled to contribution from any seller of Registrable
Securities  who was not  guilty of such  fraudulent  misrepresentation;  and (c)
contribution by any seller of Registrable  Securities shall be limited in amount
to the net  proceeds  received by such seller from the sale of such  Registrable
Securities.

                                       8
<PAGE>


     8.  Reports  under  Exchange  Act.  With a view to making  available to the
Subscriber the benefits of Rule 144 promulgated  under the Securities Act or any
other  similar  rule or  regulation  of the SEC that may at any time  permit the
Subscriber to sell securities of the Company to the public without  registration
("Rule 144"), the Company agrees to use its reasonable best efforts to:

          (a) make and keep  public  information  available,  as those terms are
understood and defined in Rule 144;

          (b)  file  with the SEC in a  timely  manner  all  reports  and  other
documents required of the Company under the Exchange Act;

          (c)  furnish  to  the  Subscriber  so  long  as  the  Subscriber  owns
Registrable  Securities,  promptly upon request,  (i) a written statement by the
Company that it has complied  with the reporting  requirements  of Rule 144, the
Securities  Act and the Exchange  Act,  (ii) a copy of the most recent annual or
quarterly report of the Company and such other reports and documents so filed by
the Company solely if unavailable by EDGAR, and (iii) such other  information as
may be reasonably  requested to permit the  Subscriber  to sell such  securities
pursuant to Rule 144 without registration; and

          (d)  at the  request  of  the  Subscriber,  give  its  Transfer  Agent
instructions  (supported  by an opinion  of  Company  counsel,  if  required  or
requested by the Transfer Agent) to the effect that,  upon the Transfer  Agent's
receipt from such Subscriber of:

         (i) a certificate (a "Rule 144 Certificate")  certifying (A)
         that such  Subscriber  has held the  shares  of  Registrable
         Securities  which  the  Subscriber  proposes  to  sell  (the
         "Securities  Being  Sold") for a period of not less than (1)
         year and (B) as to such other matters as may be  appropriate
         in accordance with Rule 144 under the Securities Act, and

         (ii) an opinion of Subscriber's  counsel,  acceptable to the
         Company,  that,  based  on the  Rule  144  Certificate,  the
         Securities Being Sold may be sold pursuant to the provisions
         of  Rule  144,   even  in  the   absence  of  an   effective
         Registration Statement,

the Transfer  Agent is to effect the transfer of the  Securities  Being Sold and
issue to the buyer(s) or  transferee(s)  thereof one or more stock  certificates
representing  the  transferred  Securities  Being Sold  without any  restrictive
legend and without  recording any  restrictions on the  transferability  of such
shares on the Transfer  Agent's books and records (except to the extent any such
legend  or  restriction  results  from  facts  other  than the  identity  of the
Subscriber,  as the seller or transferor thereof,  or the status,  including any
relevant  legends or  restrictions,  of the shares of the Securities  Being Sold
while held by the  Subscriber).  If the Transfer  Agent  requires any additional
documentation at the time of the transfer, the Company shall deliver or cause to
be delivered all such reasonable additional documentation as may be necessary to
effectuate the issuance of an unlegended certificate.

                                       9
<PAGE>


     9.  Miscellaneous.

          (a) Registered  Owners. A person or entity is deemed to be a holder of
Registrable  Securities  whenever  such  person  or entity  owns of record  such
Registrable  Securities.  If  the  Company  receives  conflicting  instructions,
notices or elections  from two or more  persons or entities  with respect to the
same  Registrable   Securities,   the  Company  shall  act  upon  the  basis  of
instructions,  notice or election  received  from the  registered  owner of such
Registrable  Securities,  who shall provide a bond or other form of satisfactory
protection  to the Company so as to cover  contingent  liability  against  other
claimants.

          (b) Rights  Cumulative;  Waivers.  The  rights of each of the  parties
under this Agreement are cumulative. The rights of each of the parties hereunder
shall not be capable of being waived or varied  other than by an express  waiver
or variation in writing.  Any failure to exercise or any delay in exercising any
of such rights  shall not operate as a waiver or  variation of that or any other
such right.  Any  defective or partial  exercise of any of such rights shall not
preclude any other or further  exercise of that or any other such right.  No act
or course of conduct or  negotiation  on the part of any party  shall in any way
preclude such party from exercising any such right or constitute a suspension or
any variation of any such right.

          (c)  Benefit;   Successors   Bound.  This  Agreement  and  the  terms,
covenants,  conditions,  provisions,  obligations,   undertakings,  rights,  and
benefits  hereof,  shall be binding upon, and shall inure to the benefit of, the
undersigned parties and their heirs, executors, administrators, representatives,
successors, and permitted assigns.

          (d) Entire  Agreement.  This Agreement  contains the entire  agreement
between the parties  with  respect to the subject  matter  hereof.  There are no
promises,  agreements,  conditions,  undertakings,  understandings,  warranties,
covenants or representations,  oral or written, express or implied, between them
with  respect to this  Agreement  or the matters  described  in this  Agreement,
except as set forth in this Agreement and in the other documentation relating to
the transactions contemplated by this Agreement. Any such promises,  agreements,
conditions,    undertakings,    understandings,    warranties,    covenants   or
representations shall not be used to interpret or constitute this Agreement.

          (e) Assignment.  The rights to have the Company  register  Registrable
Securities  pursuant to this Agreement may be assigned by the Subscribers to any
transferee,  only if (a)  the  Company  receives  a legal  opinion  in form  and
substance  satisfactory to the Company that the proposed  transfer complies with
federal and state  securities laws and does not adversely effect the validity of
the  transactions  executed (or to be  executed)  under this  Agreement  and the
Equity  Credit  Agreement  under  federal  and state  securities  laws;  (b) the
assignment  requires that the transferee or assignee (the "Transferee") be bound
by all of the  provisions  contained  in this  Agreement,  and  Subscriber,  the
Company  and the  Transferee  enter  into a written  agreement,  which  shall be
enforceable by the Company against the Transferee and by the Transferee  against
the Company, to assign such rights; and (c) immediately  following such transfer
or assignment the further  disposition  of such  securities by the transferee or
assignee is restricted  under the Securities Act and applicable state securities
laws.  Prior to the assignment,  the Company shall have the right to perform its
own due  diligence  regarding the  Transferee  and have the right to approve the
assignment,  provided that

                                       10
<PAGE>


such approval shall not be unreasonably  withheld.  In the event of any delay in
filing  or  effectiveness  of the  Registration  Statement  as a result  of such
assignment,  the Company  shall not be liable for any damages  arising from such
delay.

          (f) Amendment.  Any provision of this Agreement may be amended and the
observance  thereof may be waived (either generally or in a particular  instance
and either retroactively or prospectively), only with the written consent of the
Company and Subscriber. Any amendment or waiver affected in accordance with this
Section 9 shall be binding upon the Company and any subsequent Transferees.

          (g)  Severability.  Each  part of this  Agreement  is  intended  to be
 everable.  In the event that any  provision  of this  Agreement is found by any
court  or  other   authority  of  competent   jurisdiction   to  be  illegal  or
unenforceable,  such  provision  shall be  severed  or  modified  to the  extent
necessary to render it enforceable and as so severed or modified, this Agreement
shall continue in full force and effect.

          (h) Notices. Notices required or permitted to be given hereunder shall
 e in writing and shall be deemed to be given as  provided in the Equity  Credit
Agreement.

          (i) Governing Law. This Agreement shall be governed by and interpreted
in accordance  with the laws of the State of New York for contracts to be wholly
performed  in such state and without  giving  effect to the  principles  thereof
regarding  the conflict of laws.  Each of the parties  consents to the exclusive
jurisdiction of the federal courts whose  districts  encompass the County of New
York or the state  courts of the State of New York  sitting in the County of New
York in  connection  with any dispute  arising  under this  Agreement and hereby
waives,  to the maximum extent  permitted by law, any  objection,  including any
objection based on forum non conveniens,  to the bringing of any such proceeding
in such jurisdictions.

          (j) Jury Trial Waiver. The Company and Subscriber 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 the Transaction Documents

          (k)  Consents.  The person  signing  this  Agreement on behalf of each
party hereby  represents and warrants that he has the necessary  power,  consent
and authority to execute and deliver this Agreement on behalf of that party.

          (l) Further  Assurances.  In addition to the instruments and documents
to be made,  executed  and  delivered  pursuant to this  Agreement,  the parties
hereto  agree to make,  execute  and deliver or cause to be made,  executed  and
delivered, to the requesting party such other instruments and to take such other
actions as the requesting party may reasonably require to carry out the terms of
this Agreement and the transactions contemplated hereby.

          (m) Section  Headings.  The Section headings in this Agreement are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation of this Agreement.

                                       11
<PAGE>


          (n)  Construction.  Unless the context otherwise  requires,  when used
herein,  the singular shall be deemed to include the plural, the plural shall be
deemed to include each of the  singular,  and pronouns of one or no gender shall
be deemed to include the equivalent pronoun of the other or no gender.

          (o) Execution in  Counterparts.  This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original but all of which
shall constitute one and the same agreement.  This Agreement, once executed by a
party,  may be delivered to the other party hereto by telephone  line  facsimile
transmission  of a copy of this Agreement  bearing the signature of the party so
delivering this  Agreement.  A facsimile  transmission of this signed  Agreement
shall be legal and binding on all parties hereto.

          (p) Termination of Prior Agreement.  The Registration Rights Agreement
between the parties dated July 25, 2002 is hereby  terminated and shall be of no
further force or effect.

     IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to be duly
executed by their  respective  officers  thereunto duly authorized as of the day
and year first above written.


                                 COMPANY:

                                 NCT GROUP, INC.


                                 By:     /s/  Michael J. Parrella
                                         -------------------------------------
                                 Name:   Michael J. Parrella
                                         -------------------------------------
                                 Title:  CEO
                                         -------------------------------------


                                 SUBSCRIBER:

                                 CRAMMER ROAD LLC


                                 By:     /s/  David Sims
                                         -------------------------------------
                                 Name:   David Sims
                                         -------------------------------------
                                 Title:  Director of Navigator Management Ltd.
                                         -------------------------------------

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