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Published on 2/15/2005 in the Prospect News PIPE Daily.

New Issue: NCT raises $15.98 million in private placement of notes

By Sheri Kasprzak

Atlanta, Feb. 15 - NCT Group Inc. said it has raised $15,986,793 from the sale of a convertible note.

The company sold the note to Carole Salkind. The note matures Aug. 9, 2005 and bears interest at 8% annually or 13% in the event of a default.

The notes are convertible into a total of 910,377,432 common shares at $0.018 each.

The company will use the proceeds from the note to pay its default on two notes from Aug. 2, 2004. The principal of the current note will roll over for a total of $13,987,645.08 plus a default penalty of 10% and accrued interest.

Salkind also received warrants for 270 million shares at $0.018 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:$15,986,793
Maturity:Aug. 9, 2005
Coupon:8%
Price:Par
Yield:8%
Conversion price:$0.018
Conversion ratio:Into 910,377,432 shares
Warrants:For 270 million shares
Warrant expiration:Five years
Warrant strike price:$0.018
Investor:Carole Salkind
Settlement date:Feb. 9
Stock price:$0.02 at close Feb. 9

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