Exhibit 10(ax)


                                 FIFTH AMENDMENT
                             OF CONSULTING AGREEMENT
                            DATED SEPTEMBER 30, 2002
                                     BETWEEN
                                 NCT GROUP, INC.
                                       AND
                              ACME ASSOCIATES, INC.


                                                Dated November 3, 2003

     WHEREAS,  a Consulting  Agreement was entered into between NCT Group,  Inc.
(hereinafter   referred  to  as  the  "Company")  and  Acme   Associates,   Inc.
(hereinafter  referred to as "Consultant") which commenced on September 30, 2002
(the "Agreement"); and

     WHEREAS,  it is the  desire of the  parties  hereto to amend the  Agreement
because  of  substantial  additional  consulting  services  to  be  provided  by
Consultant.

     NOW THEREFORE, in consideration of the mutual promises contained herein, it
is agreed as follows:

1.   Paragraph 2, Duties of  Consultant,  shall be amended to add the following:
     "In  addition to the above  consulting  services,  Consultant  will provide
     consulting services in the nature of tax advice."

2.   Paragraph 5, Equity for Services, shall be amended to add the following:
     "The Company hereby grants the Consultant an additional five year (5) stock
     option in the Company's  common stock for 2,000,000 shares of the Company's
     common stock at the price per share of $.045,  which was the closing  price
     as of November 3, 2003.  The foregoing  options will vest  immediately  and
     will be part of the Stock  Option  Agreement  to be created by the Company.
     The shares  underlying  this option will be  registered by the Company with
     the next registration  statement filed by the Company. This option has

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     been  approved by the Board of Directors.  All previous  options as amended
     shall continue to be in full force and effect."

3.   All other terms and conditions of the Agreement, except as modified herein,
     are hereby ratified, confirmed and are in full force and effect between the
     parties.


                               AGREED & ACCEPTED:


     NCT GROUP, INC.                                 ACME ASSOCIATES, INC.
                                                     Consultant



     /s/  Michael J. Parrella                        /s/  Morton Salkind
     ---------------------------------               --------------------------
     By:  Michael J. Parrella                        By:  Morton Salkind
          Chairman & C.E.O.                               President

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