Exhibit 10(ff)


                                    AGREEMENT

This  Agreement,  dated as of July 30, 2004 between  LightSpeed  Networks,  Inc.
("LightSpeed"),  a New York  corporation  having a place of  business as 33 High
Way,  Chappaqua,  NY 10514, and NCT Group, Inc. ("NCT"), a Delaware  corporation
and  having a place of  business  at 20  Ketchum  Street,  Westport,  CT  06880,
describes the arrangements, terms and conditions under which both LightSpeed and
NCT agree to proceed.

"NCT," as used in this Agreement shall mean NCT Group,  Inc. and its affiliates,
direct and indirect subsidiaries and the  successors-in-interest of any thereof;
provided,  however, that (a) as to stock options and compensation obligations in
Sections  4 and 5 hereof,  "NCT"  shall mean only NCT  Group,  Inc.;  and (b) if
Artera  Group,  Inc.  ("Artera"),  which is currently a subsidiary of NCT Group,
Inc.,  is no longer an affiliate or direct or indirect  subsidiary of NCT Group,
Inc. (an "Artera  Spin-Off"),  this  Agreement,  as it relates to Artera,  shall
automatically become an agreement between Artera and LightSpeed, with references
herein to "NCT" being deemed  references to "Artera," with  obligations  arising
under this  Agreement  prior to the Artera  Spin-Off  Date that relate to Artera
becoming  obligations  solely of Artera and with Artera's address and fax number
for notices  under this  Agreement  being those of Artera's  principal  place of
business immediately following the Artera Spin-Off. In such event, however, this
Agreement  as it relates to NCT Group,  Inc. and its  affiliates  and direct and
indirect subsidiaries other than Artera would remain in effect.

1.   Duties of LightSpeed:  LightSpeed will provide such consulting services and
     advice  pertaining to NCT's  business  affairs as NCT may from time to time
     reasonably  request.  Without  limiting the  generality  of the  foregoing,
     LightSpeed  will assist NCT,  and in  particular  Artera,  in  establishing
     distribution agreements, large end user sales, resellers, capital, funding,
     and joint venture partners and in maintaining  Artera's  relationship  with
     Avaya Inc. and its subsidiaries (as applicable, "Avaya").

2.   Term of  Agreement:  The initial term of this  Agreement  shall be from the
     date hereof to July 30, 2006, 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 ninety (90) days,  prior to the expiration of each respective term. In
     addition,  either party may terminate this Agreement upon twenty (20) days'
     prior  written  notice to the other party for the  material  breach of this
     Agreement  by such other  party not cured by the end of the notice  period,
     and NCT may  terminate  this  Agreement  upon ten (10) days' prior  written
     notice to  LightSpeed  in the event that  Jonathan M.  Charry,  the current
     President of LightSpeed ("Charry"),  is no longer an officer or employee of
     LightSpeed  or  otherwise  performing  under this  Agreement on its behalf.
     Termination shall in no way affect transactions already completed for which
     compensation is due to LightSpeed as described in Section 5 below.

3.   Time and  Non-Compete:  LightSpeed 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 that LightSpeed or its
     employees may perform services for other companies, except that it and they
     may not do so for companies  that directly  compete with NCT (including its
     subsidiaries) at the time.

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4.   Charry Stock Options:  For the benefit of  LightSpeed,  with respect to all
     options to purchase shares of common stock of NCT that were owned by Charry
     as of April 30, 2004 (the date as of which  Charry  resigned as an employee
     of NCT, referred to herein as the "Resignation Date"),  subject to approval
     or ratification by the Board of Directors or Compensation Committee of NCT,
     (a) for any options that would otherwise have expired  automatically  three
     (3) months after the  Resignation  Date, NCT shall be deemed to have waived
     such automatic  expiration;  and (b) any options (including those described
     in clause (a) above)  that are not  vested as of the date  hereof  shall be
     deemed vested as of the date hereof.

5.   Compensation:  As compensation for  LightSpeed's  services  hereunder,  NCT
     shall promptly pay to LightSpeed the following:

     (a)  Raising  Capital and Debt: A fee shall be paid to  LightSpeed of 5% of
          the equity  capital  and 1% for debt  obligations  raised for NCT from
          those parties  listed as  "Investors"  on Schedule A attached  hereto.
          LightSpeed will also receive five-year warrants, exercisable as of the
          date of  issuance,  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  herein,  shall  include  funds used to purchase (i)
          debt obligations that are convertible into equity, (ii) obligations or
          equity  containing "put" options,  (iii) preferred stock of any nature
          and (iv) any other NCT  obligations in which the holder has a right to
          acquire an equity interest in NCT.

     (b)  Licensing and Distribution  Fees: A fee shall be paid to LightSpeed of
          5% of the gross  revenues  received by NCT, 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," as used herein,  shall mean all revenues received by
          NCT under a licensing and/or distribution  agreement between NCT and a
          Business Target.  The 5% fee, as discussed above,  shall be paid for a
          period of three (3) years from the date that gross  revenues are first
          received by NCT from each Business  Target,  and  thereafter,  the fee
          shall  be  3%  of  gross   revenues   from  such   Business   Targets.
          Notwithstanding   the   foregoing,   with  respect  to  licensing  and
          distribution  of Artera's  electronic data  transmission  optimization
          products,  LightSpeed's  right to compensation under this Section 5(b)
          shall be limited to Artera's  residential and small business  versions
          of its Artera Turbo product unless Artera  expressly  otherwise agrees
          in writing with respect to a specified Business Target.

     (c)  Licensing  and  Distribution  Fees for  Avaya:  A fee shall be paid to
          LightSpeed of 2% of the gross revenues received by NCT, when received,
          from Avaya.

     (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,
          LightSpeed  will receive a fee of 5% of said gross revenues  received,
          when  received,  that result from the  aforementioned.  The 5% fee, as
          discussed  above,  shall be paid for a period of three (3) years  from
          the date  that  gross  revenues  are first  received  by NCT from each
          Investor or Business Target and

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          thereafter,  the fee shall be 3% of gross revenues from such Investors
          and Business Targets.

     (e)  Sale of NCT: In the event any  Investor or Business  Target  purchases
          all  or a  majority  interest  of  NCT  Group,  Inc.  or  its  assets,
          LightSpeed shall receive 6% of such purchase price.  "Purchase price,"
          as used herein,  shall mean any compensation of any nature received by
          NCT or its shareholders  from such  transaction,  including any legal,
          beneficial or equitable  interest in a business  such as stock,  stock
          options, partnership interests, membership interests, beneficial trust
          interests  and similar  types of  interests,  as well as any  deferred
          compensation when received.

     (f)  Adding and Deleting from Schedules: A prospective investor or business
          target  shall be added to  Schedule A as an  "Investor"  or  "Business
          Target" only with written  consent from NCT. Any such  prospect may be
          removed from  Schedule A by NCT via written  notice to  LightSpeed  if
          LightSpeed 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, NCT shall refrain from sending such removal notice until
          such time as the prospect is deemed by NCT to be inactive.

     (g)  Equity:  LightSpeed  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
          of the  request  but in no event will such  price be greater  than the
          price of the last capital  infusion into NCT by an unaffiliated  third
          party in an amount of at least $1,000,000.  LightSpeed and NCT may, on
          a comparable  basis,  agree that LightSpeed will receive equity in any
          joint venture or similar transaction  referred to in this Section 5 in
          lieu of all or part of the cash fee provided for herein.

     (h)  Waiver:  Notwithstanding  the foregoing  provisions of this Section 5,
          LightSpeed   hereby   irrevocably   waives  the  first   $421,500   in
          compensation  that may become due and payable to it under this Section
          5. If any of such amount  would have been payable in assets other than
          cash (e.g., securities),  such assets shall be valued, for purposes of
          calculating the extent to which such waiver has been satisfied, at the
          same valuation as in the NCT transaction to which such assets relate.

6.   Expenses  and  Use of  NCT  Facilities:  LightSpeed  agrees  that  ordinary
     expenses  incurred by it in performing under this Agreement will be paid by
     LightSpeed,  except  as  agreed  in  advance  in each  instance  by NCT and
     LightSpeed. NCT shall permit Charry, acting on behalf of LightSpeed, use of
     the NCT office facilities,  including an office,  computer (with e-mail and
     Internet access capability),  telephone, facsimile and use of NCT's support
     personnel,  for the purpose of performing  services on behalf of LightSpeed
     under this Agreement. LightSpeed shall ensure that Charry complies with all
     building  and  equipment  use  policies  applied  generally  by  NCT or its
     landlord.

7.   Relationship:  Nothing herein shall constitute LightSpeed as an employee or
     agent of NCT (it being  understood  that  LightSpeed will be an independent
     contractor). Except to

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     such  extent as might  hereinafter  be  expressly  agreed for a  particular
     purpose.  LightSpeed shall not have the authority to obligate or commit NCT
     in any manner whatsoever.

8.   Information:  NCT  acknowledges  that  LightSpeed  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.

9.   Confidentiality: LightSpeed shall comply with the confidentiality rules set
     forth in Schedule B attached hereto.

10.  Indemnification:  Each party hereto  agrees to indemnify  and hold harmless
     the other party, its affiliates,  partners, officers, directors,  employees
     and agents, and each person who controls any thereof,  from and against any
     losses,  claims,  damages,  liabilities and expenses whatsoever  (including
     reasonable attorneys' fees, as incurred) (collectively, "Losses"), to which
     they or any of them may  become  subject  arising  out of a breach  of this
     Agreement by the indemnifying  party. In addition,  NCT agrees to indemnify
     and  hold  harmless  LightSpeed,   its  affiliates,   partners,   officers,
     directors, employees and agents, and each person who controls LightSpeed or
     any thereof,  from and against any Losses, to which they or any of them may
     become  subject  arising  out  of  LightSpeed's   performance   under  this
     Agreement, except as set forth above and except in the event of intentional
     wrongdoing, bad faith or gross negligence by LightSpeed.  LightSpeed agrees
     to indemnify  and hold harmless NCT, its  affiliates,  partners,  officers,
     directors,  employees  and agents,  and each person who controls NCT or any
     thereof,  from and  against  any  Losses,  to which they or any of them may
     become subject  arising out of LightSpeed's or Charry's use of NCT's office
     facilities as described in Section 6 hereof.

11.  Assignment:  This  Agreement may not be assigned by LightSpeed  without the
     prior written consent of NCT.

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

13.  Miscellaneous:

     (a)  NCT agrees to provide  LightSpeed,  in regard to any transaction  that
          does or might  generate a right to  compensation  of LightSpeed  under
          Section 5 hereof, with a timely copy of all letters of intent, offers,
          counter-offers,  final  agreements,  closing  statements and any other
          information   or  materials   which  are  or  might  be  pertinent  to
          calculating such compensation.

     (b)  Each party  represents and warrants to the other that it has the right
          and power to enter into and perform this Agreement,  and that entering
          into  and  performing  this  Agreement  do not and  will  not  breach,
          conflict  with or  constitute  a default  under  any other  agreement,
          instrument or judicial or  regulatory  order to which such party is or
          may become bound.

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     (c)  Each of the undersigned signatories,  on behalf of NCT and LightSpeed,
          respectively, represents and warrants that he or she has the authority
          to execute and deliver this Agreement.

     (d)  No  notices  hereunder  shall  be  effective  unless  in  writing  and
          delivered  by hand,  by courier or  facsimile,  or mailed by certified
          mail,  postage  prepaid,   return  receipt  requested,   and  properly
          addressed to the intended recipient as follows:

             If to NCT:                         NCT Group, Inc.
                                                20 Ketchum Street
                                                Westport, CT  06880
                                                Attn: Chief Financial Officer
                                                Facsimile: 203-226-4338

             If to LightSpeed:                  LightSpeed Networks, Inc.
                                                33 High Way
                                                Chappaqua, NY  10514
                                                Attn: Jonathan M. Charry
                                                Facsimile: 914-238-1333

          Either party may change its address or facsimile number for notice via
          a notice sent as aforesaid.

     (e)  This Agreement  constitutes the entire  agreement  between the parties
          hereto with respect to the subject  matter hereof and  supersedes  any
          and all other prior or  contemporaneous  written or oral agreements or
          understandings  between  the  parties  with  respect  to such  subject
          matter.

     (f)  This  Agreement  may not be  amended  except by a  written  instrument
          executed by both parties hereto.


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

NCT GROUP, INC.



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


LIGHTSPEED NETWORKS, INC.



By:  /s/  Jonathan M. Charry
     ---------------------------------
          Jonathan M. Charry
          President

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

The undersigned,  Artera Group, Inc., a Delaware corporation, hereby accepts and
agrees to the provisions of the second  introductory  paragraph of the foregoing
Agreement.

ARTERA GROUP, INC.


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

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                                   SCHEDULE A
                                   ----------


Investors:
---------


Greenfield Capital
Salomon Smith Barney
Merrill Lynch
Soundview Partners
First American Financial
Hudson Capital Partners
JP Morgan
Deutsche Bank Securities


Business Targets:
----------------


Hydro Quebec
Con Edison
Manitoba Hydro
ABB
Ciba-Geigy
Alcatel
Alstom
Aventis
France Telecom
Schneider
Akzo Nobel
Sydkraft
Vattenfall

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<PAGE>


                                   SCHEDULE B
                                   ----------


1.   For purposes of this Agreement,  "Confidential  Information" shall mean all
     information  disclosed by NCT to LightSpeed  that relates in any way to NCT
     or  NCT's   business,   operations,   properties   or  finances.   However,
     Confidential  Information  does  not  include  information  that  (a) is or
     becomes  generally  available to the public through no fault of LightSpeed,
     (b) was  transmitted  to  LightSpeed  by an entity  other  than NCT that to
     LightSpeed's knowledge is not bound by a confidentiality  obligation to NCT
     and is not prohibited from transmitting the information to LightSpeed,  (c)
     was already in LightSpeed's possession prior to receipt from NCT or (d) was
     independently  developed by  LightSpeed  without  reliance on  Confidential
     Information.

2.   LightSpeed  will  not,  without  NCT's  prior  written   consent,   divulge
     Confidential   Information  to  any  third  parties   except   LightSpeed's
     authorized  representatives  on a need to know  basis  in  connection  with
     LightSpeed's interest in a possible business  transaction,  relationship or
     arrangement with, or investment in, NCT.

3.   LightSpeed   acknowledges  that  any  unauthorized  use  or  disclosure  of
     Confidential   Information  will  constitute  a  material  breach  of  this
     Agreement  and would  cause  damage to NCT for  which  LightSpeed  would be
     responsible.

4.   LightSpeed  will  promptly  return  to  NCT  or  destroy  all  Confidential
     Information,  plus all notes and derivative  documents,  at the time of any
     such  request by NCT to do so and will make no further use of  Confidential
     Information thereafter.

5.   All Confidential  Information supplied under this Agreement is delivered on
     an "as is" basis,  with no warranty as to accuracy or  suitability  for any
     particular use.

6.   The  obligations  in this  Schedule B shall  survive the  expiration or any
     termination of this Agreement for a period of five (5) years.

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