EXHIBIT 99.12
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 service, fulfillment services, as well as Internet
related services.
Agreement made this 10th day of September, 2001, 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
relationship 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.
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
(a) Aiding a Corporation in developing a marketing plan directed at
informing the investing public as to the business of the Corporation;
and
(b) Providing assistance and expertise in devising an advertising campaign
in conjunction with the marketing campaign as set forth in (1) above;
and
(c) Advise the Corporation and provide assistance in dealing with
institutional investors as it pertains to the Company's offerings of
its securities; and
(d) 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
(e) Aid and advise the Corporation in establishing a means of securing
nationwide interest in the Corporation's securities; and
(f) Aid and assist the Corporation in creating an "institutional site
program" to provide ongoing and continuous information to fund
managers; and
(g) Aid and consult with the Corporation in the preparation and
dissemination of press releases and news announcements; and
(h) Aid and consult with the Corporation in the preparation an
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 forth services provided by Consultant to the Corporation
the Corporation shall pay or cause to be delivered to the Consultant on the
execution of this agreement or as otherwise provided by the following:
(a) 750,000 warrants at $.20 per share
(b) 1 million warrants $.30 per share
All warrants listed are to be piggybacked on next registration
Columbia Financial Group
Compliance
4. At the time of Consultants execution of the referred to in #3, Compensation
above, common shares underlying the warrants, delivered by Corporation to
Consultant will, at that particular time, be free trading, or, if not, if a
registration is contemplated, the shares will have "piggy back"
registration rights and will, at the expense of the Corporation, be
included in said registration.
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Representation of Corporation
5. (a). The Corporation, upon entering this Agreement, hereby warrants and
guarantees to the Consultant that to the best knowledge of the Officers and
Directors of the Company, all statement, 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 material
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. View Systems, Inc.
a. Authorized: ___________ shares
b. Issued: ___ shares
c. Outstanding: ________ shares
d. Free trading (float): ___ shares (approx.)
e. 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 with 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 9, 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:
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(a) In the event the Agreement is terminated by the Consultant in months 1
through 6, Consultant shall repay to Corporation two-thirds (2/3) 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:
Xxxxxxx X. Rieu Xxxxxxx Than
Columbia Financial Group, Inc. View Systems, Inc.
0000 Xxxx Xxxx, Xxx. 400 00 Xxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000 Xxxxxx, XX 00000
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. In connection 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 being rendered by the arbitrators be submitted to a Court of
competent jurisdiction with the State of Maryland, if initiated by
Consultant, or in the state of Pennsylvania, if initiated by the
Corporation.
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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 City, MD and Golden, CO
and all parties hereby consent to that venue as the proper jurisdiction for
said proceeding 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.
Legal Construction
13. In case any one or more of the provisions contained in this Agreement shall
for any reason by 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.
Columbia Financial Group
Prior Agreements Superseded
14. This Agreement constitutes the sole and only Agreement of the contracting
parties and supersedes any prior understanding 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.
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Liability of Miscellaneous Expenses
16. The Corporation shall be responsible to any miscellaneous fees and costs
approved in writing prior by the Company or its agents to commitment that
are unrelated to the agreement made between the Parties.
Headings
17. Headings used throughout this Agreement are for reference and convenience,
and in on way define, limit or describe the scope or intent of this
Agreement or effect is provisions.
IN WITNESS WHEREOF, the parties have set their hands and seal as of
the date written above.
By:/s/ Xxxxxxx X. Rieu
---------------------------------
Xxxxxxx X. Rieu, President
Columbia Financial Group, Inc.
By:/s/ Xxxxxxx Than
---------------------------------
Xxxxxxx Than
View Systems, Inc.
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