CONSULTANT AGREEMENT
Columbia Financial Group is an investor relations, direct marketing,
publishing, public relations and advertising firm with expertise in the
dissemination of information about publicly traded companies. Also in the
business of providing investor relations services, public relations services,
publishing, advertising services, fulfillment services, as well as Internet
related services.
Agreement made this 17th day of June, 1999, between View Systems, Inc.
(hereinafter referred to as "Corporation"), and Columbia Financial Group, Inc.
(hereinafter referred to as "Consultant"), (collectively referred to as the
"Parties"):
Recitals
The Corporation desires to engage the services of the Consultant to
perform for the Corporation consulting services regarding all phases of the
Corporation's "Investor Relations" to include direct investor relations and
broker/dealer relations as such may pertain to the operation of the
Corporation's business.
The Consultant desires to consult with the Board of Directors, the
Officers of the Corporation, and certain administrative staff members of the
Corporation, and to undertake for the Corporation consultation as to the
company's investor relations activities involving corporate relations and
relationships with various broker/dealers involved in the regulated securities
industry.
AGREEMENT
1. The respective duties and obligations of the contracting parties
shall be for a period of twelve (12) months commencing on the date
first appearing above. This agreement may be terminated by either
parties only in accordance with the terms and conditions set forth
in Paragraph 7 below.
Services Provided by Consultant
2. Consultant will provide consulting services in connection with the
Corporation's "investor relations" dealings with NASD
broker/dealers and the investing public. (At no time shall the
Consultant provide services which would require Consultant to be
registered and licensed with any federal or state regulatory body
or self-regulating agency.) During the term of this Agreement,
Consultant will provide those services customarily provided by an
investor relations firm to a Corporation, including but not
limited to the following:
Columbia Financial Group
1. Aiding a Corporation in developing a marketing plan directed
at informing the investing public as to the business of the
Corporation; and
2. Providing assistance and expertise in devising an advertising
campaign in conjunction with the marketing campaign as set
forth in (1) above; and
3. Advise the Corporation and provide assistance in dealing with
institutional investors as it pertains to the Company's
offerings of its securities; and
4. Aid and assist the Corporation in the Corporation's efforts to
secure "market makers" which will trade the Corporation's
stock to the public by providing such information as may be
required; and
5. Aid and advise the Corporation in establishing a means of
securing nationwide interest in the Corporation's securities;
and
6. Aid and assist the Corporation in creating a "web site"; and
7. Aid and assist the Corporation in creating an "institutional
site program" to provide ongoing and continuous information to
fund managers; and
8. Aid and consult with the Corporation in the preparation and
dissemination of press releases and news announcements; and
9. Aid and consult with the Corporation in the preparation and
dissemination of all "due diligence" packages requested by and
furnished to NASD registered broker/dealers, the investing
public, and/or other institutional and/or fund managers
requesting such information from the Corporation.
Compensation
3. In consideration for the services provided by Consultant to the
Corporation, the Corporation shall pay or cause to be delivered
and in existence to the Consultant or on the execution of this
agreement or as otherwise provided the following: a. 200,000
shares restricted stock b. 400,000 five year warrants at 2.00 per
share
Columbia Financial Group
Compliance
4. At the time of Consultants execution of the referred to in #3,
Compensation above, shares delivered by Corporation to Consultant
will, at that particular time, it says "restricted" be free
trading, or, if not, if a registration is contemplated, the shares
shall have the normal and usual "piggy back" registration rights
and subject to the underwriter's reasonable judgment will, at the
expense of the Corporation, be included in said registration.
Representation of Corporation
5. a. The Corporation, upon entering this Agreement, hereby warrants
and guarantees to the Consultant that all statements, either
written or oral, made by the Corporation to the Consultant are
true and accurate, and contain no misstatements of a material
fact. Consultant acknowledges that estimates of performance made
by Corporation are based upon the best information available to
Corporation officers at the time of said estimates of performance.
The Corporation acknowledges that the information it delivers to
the Consultant will be used by the Consultant in preparing
materials regarding the Company's business, including but not
necessarily limited to, its financial condition, for dissemination
to the public. Therefore, in accordance with Paragraph 6, below,
the Corporation shall hold harmless the Consultant from any and
all errors, omissions, misstatements, except those made in a
negligent or intentionally misleading manner in connection with
all information furnished by Corporation to Consultant.
6. ___________________________, Inc.
1. Authorized: __________ shares.
2. Issued: ___________ shares.
3. Outstanding: _______ shares
4. Free trading (float): _______ shares. (approx.)
5. Shares subject to Rule 144 restrictions: ____ shares (approx.)
Limited Liability
7. With regard to the services to be performed by the Consultant
pursuant to the terms of this Agreement, the Consultant shall not
be liable to the Corporation, or to anyone who may claim any right
due to any relationship with the Corporation, for any acts or
omissions in the performance of services on the part of the
Consultant, except when said acts or omissions of the Consultant
are due to its willful misconduct or culpable negligence.
Columbia Financial Group
Termination
8. This Agreement may be terminated by either party upon the giving
of not less than sixty (60) days written notice, delivered to the
parties at such address or addresses as set forth in Paragraph 8,
below. In the event this Agreement is terminated by the
Corporation, all compensation paid by Corporation to the
Consultant shall be "back-charged" to Consultant, and payable to
the Corporation as follows:
a. In the event the Agreement is terminated by the Consultant in
months 1 through 6, Consultant shall repay to Corporation two
thirds (2/3rds) of the fees paid pursuant to Paragraph 3
above.
b. In the event the Consultant terminates this Agreement during
months 7 through 10, the Corporation shall be entitled to a
return of fifty percent (50%) of the fees paid in accordance
with Paragraph 3 above; thereafter, all fees paid shall be
deemed earned.
c. In the event of a termination by either party, any repayment
of funds or stock due from Consultant to Corporation may be
paid either in cash or the equivalent number of shares of the
Corporation received by Consultant from the Corporation in
accordance with Paragraph 3 above, payable at the option of
the Consultant.
The valuation of said shares for purposes of repayment of shares, shall be the
bid price of said shares as of the date shares are tendered back to the
Corporation. If there is no bid price, then the price shall be agreed to, by
separate writing to be determined by the parties upon the execution of this
Agreement.
Notices
9. Notices to be sent pursuant to the terms and conditions of this
Agreement, shall be sent as follows:
Timothy J. Rieu Gunther Than
Columbia Financial Group, Inc. View Systems, Inc.
1301 York Road, Ste. 400 28 Dekker Drive
Lutherville, Maryland 21093 Golden, CO 80401
Columbia Financial Group
Attorney's Fees
In the event any litigation or controversy, including arbitration,
arises out of or in connection with this Agreement between the parties hereto,
the prevailing party in such litigation, arbitration or controversy, shall be
entitled to recover from the other party or parties, all reasonable attorney's
fees expenses and suit costs, including those associated within the appellate or
post judgment collections proceedings.
Arbitration
10. Inconnection with any controversy or claim arising out of or
relating to this Agreement, the parties hereto agree that such
controversy shall be submitted to arbitration, in conformity with
the Federal Arbitration Act (Section 9 U.S. Code Section 901 et
seq), and shall be conducted in accordance with the Rules of the
American Arbitration Association. Any judgment rendered as a
result of the arbitration of any dispute herein, shall upon bring
rendered by the arbitrators be submitted to a Court of competent
jurisdiction with the State of Pennsylvania or in any state where
a party to this action maintains its principal business or is a
Corporation incorporated in said state.
Governing Law
11. This Agreement shall be construed under and in accordance with the
laws of the State of Maryland and the State of Colorado, and all
obligations of the parties created under it are performed in
Baltimore County, MD, and Golden, CO venue for said arbitration
shall be in Baltimore County, MD and Golden, CO and all parties
hereby consent to that venue as the proper jurisdiction for said
proceedings provided herein.
Parties Bound
12. This Agreement shall be binding on and inure to the benefit of the
contracting parties and their respective heirs, executors,
administrators, legal representatives, successors, and assigns
when permitted by this Agreement.
Columbia Financial Group
Legal Construction
13. Incase any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, the invalidity, illegality, or
unenforceability shall not affect any other provision, and this
Agreement shall be construed as if the invalid, illegal, or
unenforceable provision had never been contained in it.
Prior Agreements Superseded
14. This Agreement constitutes the sole and only Agreement of the
contracting parties and supersedes any prior understandings or
written or oral agreements between the respective parties.
Further, this Agreement may only be modified or changed by written
agreement signed by all the parties hereto.
Multiple Copies or Counterparts of Agreement
15. The original and one or more copies of this Agreement may be
executed by one or more of the parties hereto. In such event, all
of such executed copies shall have the same force and effect as
the executed original, and all of such counterparts taken together
shall have the effect of a fully executed original. Further, this
Agreement may be signed by the parties and copies hereof delivered
to each party by way of facsimile transmission, and such facsimile
copies shall be deemed original copies for all purposes if
original copies of the parties' signatures are not delivered.
Columbia Financial Group
Headings
16. Headings used throughout this Agreement are for reference and
convenience, and in no way define, limit or describe the scope or
intent of this Agreement or effect its provisions.
IN WITNESS WHEREOF, the parties have set their hands and seal as of the date
written above.
BY: _________________________________
Timothy J. Rieu, President
Columbia Financial Group
BY: _________________________________
Gunther Than
View System, Inc.
28 Dekker Drive
Golden, CO 80401