Exhibit 4(l)
[NCT Conformed Letterhead]
Dated as of April 7, 2003
Alpha Capital Aktiengesellschaft
c/o Essex House - Suite 2701
160 Central Park South
New York, NY 10019
Re: December 6, 2002 Warrant (No. ACA-2)
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Gentlemen:
Reference is made to the Warrant (No. ACA-2), dated December 6, 2002 (the
"Warrant"), of NCT Group, Inc., a Delaware corporation (the "Company"), pursuant
to which Alpha Capital Aktiengesellschaft (the "Holder") is granted the right,
subject to terms and conditions of the Warrant, to purchase up to 15,000,000
shares (the "Warrant Shares") of common stock, par value $.01 per share (the
"Common Stock"), of the Company. As of the date hereof, the Warrant remains
unvested and unexercised as to all 15,000,000 Warrant Shares.
Section 1.7 of the Warrant is hereby amended to read in its entirety as follows:
1.7 Vesting. This Warrant shall vest and become exerciseable in its
entirety as of the date, if any, that the events in either clause (a) or
clause (b) below have occurred (the "Vesting Date"):
(a) Both (i) the Company has failed to pay, on or prior to May 30,
2003 (the "Reference Date"), any amount owed by the Company under the
Promissory Note, dated as of the date hereof, in the principal amount of
$385,000.00, made by the Company to the Holder (the "Note") and (ii) the
Company has failed to pay, by the Reference Date, any amount owed by the
Company under any Registration Penalty Provision (as defined in Exhibit A
hereto) and such payment obligation has not been otherwise discharged
(provided, that if the event described in clause (i) above occurs but the
event described in clause (ii) above does not occur, then this Warrant
shall vest and become exerciseable under this clause (a) as to two million
(2,000,000) shares of Warrant Stock only); or
(b) The Holder and selling broker have provided reasonably requested
certifications and representation letters, if any, but the Company has
failed to remove any legend and reissue certificates representing
Instrument Shares (as defined below) without a legend as required in one of
the following circumstances: (i) the Holder is permitted to and disposes of
any of the Instrument Shares pursuant to Rule 144(d) and/or Rule 144(k)
under the 1933 Act in the opinion of counsel reasonably satisfactory to the
Company or (ii) upon resale subject to an effective registration statement
after the Instrument Shares are registered under the 1933 Act. "Instrument
Shares" is defined as shares of Common Stock into which any of the
Instruments (as defined in Section 3(A) Settlement Agreement, dated as of
April 7, 2003, among the Company, Artera Group, Inc., the Holder, Austost
Anstalt Schaan, Balmore, S.A. f/k/a Balmore Funds, S.A. and Libra Finance,
S.A.) has been converted or for which any of the Instruments has been
exchanged.
If you agree to the foregoing amendment of the Warrant, please countersign this
letter where indicated below.
Very truly yours,
NCT GROUP, INC.
By: /s/ Michael J. Parrella
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Michael J. Parrella
Chairman & Chief Executive Officer
AGREED:
ALPHA CAPITAL AKTIENGESELLSCHAFT
By: /s/ Konrad Ackermann
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Name: Konrad Ackermann
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Title: Director
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