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Published on 8/16/2005 in the Prospect News PIPE Daily.

New Issue: NCT issues $18.68 million 8% convertible to cure default on two notes

By Sheri Kasprzak

New York, Aug. 16 - NCT Group, Inc. said it has issued a convertible note for $18,681,625.40 to settle a default under two notes from February 2005.

The note, which was issued to investor Carole Salkind, includes a total of $16,386.793.78 in principal rolled over from the two notes plus interest at a default rate of 10%.

The new note bears interest at 8% annually, matures in six months and is convertible into a total of 1,868,162,540 common shares at $0.01 each.

The notes upon which the company defaulted were issued on Feb. 9, 2005.

Salkind received warrants for 307,750,000 shares, exercisable at $0.01 each for five years.

Based in Westport, Conn., NCT develops products to reduce noise for companies in the media and entertainment industries.

Issuer:NCT Group, Inc.
Issue:Convertible note
Amount:$18,681,625
Maturity:Six months
Coupon:8%
Price:Par
Yield:8%
Conversion price:$0.01
Conversion ratio:Into 1,868,162,540 common shares
Warrants:For 307,750,000 shares
Warrant expiration:Five years
Warrant strike price:$0.01
Investor:Carole Salkind
Settlement date:Aug. 10
Stock price:$0.01 at close Aug. 10

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