Exhibit 10.4
Consulting Agreement
This is an agreement dated and effective this 27th day of
December, 2005 by Business Development Corporation, Inc., a corporation
organized under the laws of the State of Nevada having its principal office
at 2452 East Camino Pelicano in Palm Springs, CA 92262 (hereinafter referred
to as The Company), and View Systems, Inc. (VYST) (hereinafter referred to as
The Client) for business development services for View Systems, Inc. (VYST).
Recitals
I. The Client desires to obtain consulting services from The Company as
more particularly described herein ("Scope of Services and Manner of
Performance").
II. The Company is in the business of providing such consulting
services and has agreed to provide the services on the terms and conditions
set forth in this agreement.
Now, therefore, in consideration of the faithful performance of the
obligations set forth herein and other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, The Company and The
Client hereby agree as follows.
Terms
1. Scope of Services. The Company will perform financial consulting and
corporate development for and on behalf of The Client in relation to
interactions with members of the public and business entities and will consult
with and advise The Client on matters pertaining to company in financing,
public relations, business modeling and corporate development including:
a. Acquisitions
b. Mergers
c. Financing
2. Manner of performance. It is intended that The Company will provide
research on the company and distribute company material to institutions,
business development managers, financial advisers and other persons whom The
Company determines in its sole discretion, are capable of disseminating such
information to the public. The Company will also advise The Client concerning
promotional matters relating to its business. It is expressly agreed and
acknowledged that The Company will not be expected to provide investment
advice or recommendations regarding The Client to anyone. The Company will
focus on contracting persons, generally though conventional communications in
order to familiarize them with information concerning The Client.
Additionally, The Company shall be available for advice and counsel to the
officers and directors of The Client at such reasonable and convenient times
and places as may be mutually agreed upon. Except as aforesaid, the time,
place and manner of performance of the services hereunder, including the
amount of time allocated by the Company, shall be determined at the sole
discretion of The Company.
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3. Status of Consultant. The Company shall act as an independent
Consultant and not as an agent or employee of The Client and The Company shall
make no representation as an agent or employee of The Client. The
Companyshall furnish insurance and be responsible for all taxes as an
independent Consultant. The Company shall have no authority to bind The
Client or incur other obligations on behalf of The Client. Likewise, The
Client shall have no authority to bind on incur obligations on behalf of The
Company.
4. Disclosure of Material Events. The Client agrees to promptly disclose to
The Company those events/discoveries which are known and/or anticipated that
may conceivably have an impact on the stock, business operations, future
business, or public perception of The Client, as this has material impact on
the ability and effectiveness of The Company and service rendered.
5. Confidentiality Agreement. In the event The Client discloses
information to The Company that The Client considers to be secret, proprietary
or non-public and so notifies the Company, the Company agrees to hold said
information in confidence. Proprietary information shall be used by The
Company only in connection with services rendered under this Agreement.
Proprietary information shall not be deemed to include information under a) is
in or becomes in the public domain without violation of this Agreement by The
Client, or b) is rightfully received from a third entity having no obligation
to The Client and without violation of this Agreement. In reciprocal, The
Client agrees to hold confidential all trade secrets of and methods employed
by The Company in fulfillment of services rendered.
6. Indemnification. The Client agrees to indemnify and hold harmless
The Company against any losses, claims, damages, liabilities and/or expenses
(including any legal or other expenses reasonably incurred in investigating or
defending any action or claim in respect thereof) to which The Company is
willing and capable of providing services on a "Best Efforts" basis. The
Company cannot be held liable for negative stock activity unless it can be
shown that this activity comes as a direct result of willful, negligent, in
appropriate and illegal representation or misrepresentation by The Company.
The Company cannot and will not provide a guarantee as to the anticipated
stock price, performance and/or trading volume. The Company does intend to
sell all of the stock provided as payment by The Client. Payment by The
Client to The Company is irrevocable and irreversible.
7. Conflict of Interest. The Company shall be free to perform services for
other persons. The Company will notify The Client of its performance of
consulting services for any other Client that could conflict with its
obligations under this agreement.
8. Term. Refer to Schedule A.
9. Payment. Refer to Schedule B.
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10. Severability. This agreement may be dissolved at any time at the
express consent of both parties. In the event any part of this agreement
shall be held to be invalid by any competent court or arbitration panel, this
agreement shall be interpreted as if only that part is invalid and that the
parties to this agreement will continue to execute the rest of this agreement
to the best of their abilities unless both parties mutually consent to the
dissolution of this agreement.
This agreement shall be interpreted accordance with laws of the State of
Maryland. This agreement and attached schedules constitutes the entire
contract of the parties with respect to the matters addressed herein and no
modifications of this agreement shall be enforceable unless in writing signed
by both The Company and The Client. This agreement is not assignable by
either party without the consent of the other.
Schedule A
Term of Commitment
The Company shall perform consulting services for The Client for twelve
months. Such services shall commence upon receipt of payment as outlined in
Schedule B.
Schedule B
Compensation:
2,500,000 (Two million five hundred thousand) Options * with piggyback
registration
* (Described by Subscription Agreement)
View Systems, Inc. (Gunther Than)
Authorized person x/S/Gunther Than Title CEO Date 12/27/05
I hereby certify that I agree to the terms of the contract above and am
authorized to enter into a binding contract.
Business Development Corporation, Inc. (Thomas Cloutier)
Authorized person x/s/Thomas Cloutier Title President Date 12/27/05
I hereby certify that I agree to the terms of the contract above and am
authorized to enter into a binding contract.
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