EX. 4.02
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement"), dated as of November
l7th, 2001, between View Systems, Inc. a C corporation having its principal
office at 1100 Wilso Drive, Baltimore, MD 21223 (the "Company") and Paul Lemmon,
with executive offices located at 106 Main Street, Suite 615, Houlton, Maine
04730 (the "Consultant").
RECITALS
This Agreement is made with reference to the following facts and
circumstances.
A. The Company wishes to engage the services of the Consultant to
advise and consult with the Company on certain business and financial matters in
foreign markets as set forth in this Agreement.
B. The Consultant is willing to accept such engagement, on the terms
set forth in this Agreement.
AGREEMENT
In consideration of the foregoing premises and the mutual covenants
and agreements set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Company and the
Consultant hereby agree as follows:
1. Engagement.
1.1 The Company hereby engages the services of the Consultant, as an
independent contractor for a period of three months beginning on March 1, 2002
and ending on June 1, 2002 (the "Term"), and the Consultant hereby accepts such
engagement, for the purposes set forth in Section 1.2.
1.2 The scope of the services to be rendered by the Consultant to the
Company include and are limited to the following:
(a) The Consultant shall advise and consult with the Company's
board of directors and executive officers regarding the Company's merger and
acquisition strategies, including the evaluation of targets and the structuring
of transactions in Europe and Asia;
(b) The Consultant shall consult with the Company regarding an
image campaign in foreign markets;
(c) The Consultant shall provide consulting services to the
Company, consisting of subject proposals and consultation regarding the timing,
distribution, preparation and organization of discussions and interviews with
members of the financial press, as well as preparing written response to
inquiries;
(d) The Consultant shall be responsible for coaching the members
of the board of management of the Company to prepare them for presentations at
press/analyst conferences and one-on-one meetings; this includes rehearsals,
preparation of lectures and working through fact lists, which shall be prepared
by the Company;
(e) The Consultant will attempt to identify potential strategic
partners, customers and working relationships in foreign markets;
(f) The Consultant will assist the Company with translating the
Executive Summary of the Company from English to German and other necessary
languages;
(g) The Consultant shall provide the Company with one (1)
round-trip business class air ticket for travel from the United States to
Germany and Hong Kong;
(h) The Consultant shall provide the Company with all
intra-continental train and air tickets needed to travel to scheduled meetings
during the two week initial tour;
(i) The Consultant shall cover all lodging expenses incurred by
the Company during the two week scheduled tour;
(j) Expenses arising from any additional related functions
including but not limited to: printing, advertising, and the contracting of
external advisors/consultants, shall be borne the Company when prior written
consent of the Company has been obtained by the Consultant; and
(k) The Consultant shall devote such time to this engagement as
is reasonably necessary, but the Consultant need not devote full time or
attention to the engagement. The Company recognizes that the Consultant has
numerous clients and engagements, and that this engagement is not exclusive.
1.3 Notwithstanding any of the services to be performed above, the
Consultant is prohibited from rendering, and hereby acknowledges that none of
the foregoing consulting services permit or require him to render, services in
any way connected to capital raising or promoting, making a market or
conditioning the market with respect to the Company's capital stock or any other
services or activities that would cause any shares of common stock issuable by
the Company as payment of all or part of the Consulting Fee to be ineligible for
registration for resale on Form S-8 with the Securities and Exchange Commission.
2. Consulting Fees and Expenses.
2.1 In consideration of the services to be performed hereunder, the
Consultant shall receive the fee of Two Hundred Fifty Thousand Dollars
($250,000) in cash, common stock of the Company or any combination thereof (the
"Consulting Fee"). The Company shall be permitted to pay all or part of the
Consulting Fee, at its option, in cash or in shares of its common stock or any
combination thereof. If the Company's common stock is issued, the Consultant
shall receive the stock in certificated form and the Company agrees to register
for resale with the Securities and Exchange Commission on a registration
statement on Form S-8, any shares of common stock issued hereunder as payment of
-2-
all or part of the Consulting Fee. In connection with the receipt by Consultant
of shares of the Company's common stock as payment of all or part of the
Consulting Fee, the Consultant agrees to execute, from time to time, one or more
of the Company's standard forms of Investment Representation Letter, a copy of
which has been delivered to Consultant, and such other instruments as shall be
reasonably requested by the Company in connection with the payment of the
Consulting Fee in shares of the Company's common stock. The amount of common
stock issuable by the Company as payment of any portion of the Consulting Fee
shall be determined by dividing the dollar amount of the Consulting Fee then
payable by the average of the two lowest closing bid prices occurring within
five (5) trading days prior to the date on which payment is due.
2.2 All payments shall be in United States dollars
$150,000 for services relating to going public in Europe and
$100,000 for services relating to going public in the Far East. These fees may
be paid in equity (shares of View Systems) at the agreed upon rate.
2.3 Consultant shall have the right for two (2) years from the
execution date of this Agreement to purchase up to 100,000 shares of the
Company's common stock at an exercise price equal to the closing bid price on
March 1, 2002.
A. Termination.
This Agreement may not be terminated during the course of the
agreement, as both parties acknowledge that introductions will be made during
the first two weeks of the agreement who's potential value exceeds the
compensation identified in this agreement.
B. Miscellaneous.
a. The relationship between the Company and the Consultant
created by this Agreement is that of independent contractors. The Consultant is
not, by virtue of this Agreement, and shall not for any purpose be deemed to be
hereunder, an officer, employee, agent or affiliate of the Company. The services
to be rendered by the Consultant pursuant to this Agreement do not include the
services or activities of an Investment Advisor, as that term is defined by U.S.
federal or state laws and, in performing services under this Agreement, the
Consultant shall not be deemed to be an Investment Advisor under such laws.
b. The Company hereby agrees to defend, indemnify, and hold
the Consultant harmless from and against any and all claims, damages, judgments,
penalties, costs, and expenses (including attorney fees and court costs now or
hereafter arising from the enforcement of this clause) arising directly or
indirectly from the consulting services provided by the Consultant under Section
1.2 of this Agreement (except to the extent of Consultant's gross negligence in
-3-
the performance of those services), or from the activities of the Company or any
of its shareholders, officers, directors, employees, agents or affiliates,
whether such claims are asserted by any governmental agency or any other person.
The Consultant hereby agrees to defend, indemnify, and hold the Company and its
agents and employees harmless from and against any and all claims, damages,
judgments, penalties, costs, and expenses (including attorney fees and court
costs now or hereafter arising from the enforcement of this clause) arising
directly or indirectly from Consultant's gross negligence (or that of any agent
or employee of Consultant) in the performance of the consulting services, or any
conduct outside the scope of the consulting services, provided by the Consultant
under Section 1.2 of this Agreement, whether such claims are asserted by any
governmental agency or any other person. These indemnities shall survive
termination of this Agreement.
c. This Agreement shall be governed by, and construed in
accordance with the laws of the State of Maryland without respect to conflicts
of laws principles. The courts of Baltimore, Maryland shall have exclusive
jurisdiction for any action arising out of or related to this Agreement.
d. This Agreement constitutes the entire agreement of the
parties with respect to the subject matter hereof and supersedes any prior or
contemporaneous agreements or understandings relating to the subject matter
hereof
e. The terms and conditions of this Agreement shall inure to
the benefit of, and be binding upon, the respective successors and permitted
assigns of the parties hereto. This agreement may not be assigned without the
prior written consent of the non-assigning party. No person shall be a third
party beneficiary of this Agreement except as specifically provided herein.
f. The provisions of this Agreement are severable. If any
provisions of this Agreement shall be held to be invalid or otherwise
unenforceable, in whole or in part, the remainder of the provisions or
enforceable parts thereof shall not be affected thereby and shall be enforced to
the fullest extent permitted by law.
g. No amendment, modification or alteration of the terms or
provisions of this Agreement shall be binding unless the same shall be in
writing and duly executed by the Principal Investors, except that any of the
terms or provisions of this Agreement may be waived in writing at any time by
-4-
the Party which is entitled to the benefits of such waived terms or provisions.
No waiver of any of the provisions of this Agreement shall be deemed to or shall
constitute a waiver of any other provision hereof (whether or not similar). No
delay on the part of any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof.
h. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument. Telecopies and fax
copies of original signature pages shall be deemed to be originally-signed
signature pages for all purposes of this Agreement.
[signature page follows]
-5-
IN WITNESS WHEREOF, the parties have executed this Agreement,
effective as of the date first above written.
THE CONSULTANT: THE COMPANY
Paul Lemmon View Systems, Inc.
By_______________________________ By______________________________
Name: Paul Lemmon Name: Gunther Than
Title: CEO
Date signed:_____________________ Date signed:______________________
-6-