Prepared by MERRILL CORPORATION www.edgaradvantage.com QuickLinks Exhibit 4.6 Consulting Agreement with Tom Cloutier Granting Warrants and Registration Rights Consulting Agreement This Agreement is made effective as of December 9, 1999, by and between...

 Prepared by XXXXXXX CORPORATION xxx.xxxxxxxxxxxxxx.xxx



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  Exhibit 4.6  

 Consulting Agreement with Xxx Xxxxxxxx Granting Warrants and Registration Rights

 Consulting Agreement

    This
Agreement is made effective as of December 9, 1999, by and between View Systems, Inc., of 0000 Xxxxxx Xxxx, Xxxxx X, Xxxxxxxx, Xxxxxxxx 00000, and Xxx Xxxxxxxx,
0000 X. Xxxxxx Xxxxxxxx, Xxxx Xxxxxxx, Xxxxxxxxxx 00000.

    In
this Agreement, the party who is contracting to receive services shall be referred to as "View", and the party who will be providing the services shall be referred to as
"Xxxxxxxx".

    Xxxxxxxx
has a background in investor relations, direct marketing, publishing, public relations and advertising with expertise in the dissemination of information about publicaly
traded companies.

    View
desires to have services provided by Xxxxxxxx.

    Therefore,
the parties agree as follows:

    1.  DESCRIPTION OF SERVICES.  Xxxxxxxx has been performing and shall perform the following services for
View: investor relations, direct marketing, publishing, public relations and advertising, dissemination of information about View, fulfillment, internet related services.

    2.  PERFORMANCE OF SERVICES.  The manner in which the Services are to be performed and the specific hours
to be worked by Xxxxxxxx shall be determined by Xxxxxxxx. View will rely on Xxxxxxxx to work as many hours as may be reasonably necessary to fulfill Xxxxxxxx'x obligations under this Agreement.
Xxxxxxxx will report to Xxxxxxx Than during this engagement.

    3.  PAYMENT.  View shall pay Xxxxxxxx $5,000 per month for his services. In addition, View grants
Xxxxxxxx warrants to 44,000 purchase shares of common stock in View at an exercise price of $2.00 per share. These warrants may be exercised at any time from the date of this agreeent to
5 years thereafter. View agrees to register for resale, at its expense, the shares issuable upon exercise of the warrants in its next primary and/or secondary registration of securities
pursuant to the Securities Act of 1933, as amended. This registration obligation includes View's obligation to (i) use its best efforts to register or qualify the shares acquired upon exercise
of the warrants for offer or sale under state securities or blue sky laws of such jurisdictions as Xxxxxxxx shall reasonably request and do any and all other acts and things which may be necessary or
advisable to enable Xxxxxxxx to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction; and (ii) furnish to Xxxxxxxx any prospectus included in any
such registration statement, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as Xxxxxxxx may from time to time reasonably request.


    4.  NEW PROJECT APPROVAL.  Xxxxxxxx and View recognize that Xxxxxxxx'x Services will include working on
various projects for View. Xxxxxxxx shall obtain the approval of View prior to the commencement of a new project.

    5.  TERM/TERMINATION.  This Agreement may be terminated by either party upon 30 days notice to the
other party.

    6.  RELATIONSHIP OF PARTIES.  It is understood by the parties that Xxxxxxxx is an independent contractor
with respect to View, and not an employee of View. View will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of
Xxxxxxxx.

    7.  DISCLOSURE.  Xxxxxxxx is required to disclose any outside activities or interests, including
ownership or participation in the development of prior inventions, that conflict or may conflict with the

best interests of View. Prompt disclosure is required under this paragraph if the activity or interest is related, directly or indirectly, to:

    —a
product or product line of View 
    —a manufacturing process of View 
    —a customer or potential customer of View 
    —a product or system design of View 
    —a distributor, reseller or OEM of View

    8.  INDEMNIFICATION.  Xxxxxxxx agrees to indemnify and hold View harmless from all claims, losses,
expenses, fees including attorney fees, costs, and judgments that may be asserted against View that result from the acts or omissions of Xxxxxxxx, Xxxxxxxx'x employees, if any, and Xxxxxxxx'x agents.

    9.  ASSIGNMENT.  Xxxxxxxx'x obligations under this Agreement may not be assigned or transferred to any
other person, firm, or corporation without the prior written consent of View.

    10.  NONSOLICITATION.  During the term of this Agreement, and for 12 months thereafter, Xxxxxxxx
shall not solicit or hire View's employees to work for it, nor shall he solicit View's customers to sell products substantially similar to View's products. During the term of this Agreement, and for
12 months thereafter, Xxxxxxxx shall not compete, directly or indirectly with View, in producing, selling and distributing products that are substantially similar to View's products.

    11.  CONFIDENTIALITY.  View recognizes that Xxxxxxxx has and will have the following information:

    —inventions

    —products 
    —prices 
    —costs 
    —discounts 
    —future plans 
    —business affairs 
    —trade secrets 
    —technical information 
    —customer lists 
    —product design information 
    —copyrights

and
other proprietary information (collectively, "Information") which are valuable, special and unique assets of View and need to be protected from improper disclosure. In consideration for the
disclosure of the Information, Xxxxxxxx agrees that he will not at any time or in any manner, either directly or indirectly, use any Information for Xxxxxxxx'x own benefit, or divulge, disclose, or
communicate in any manner any Information to any third party without the prior written consent of View. Xxxxxxxx will protect the Information and treat it as strictly confidential. A violation of this
paragraph shall be a material violation of this Agreement.

    12.  UNAUTHORIZED DISCLOSURE OF INFORMATION.  If it appears that Xxxxxxxx has disclosed (or has
threatened to disclose) Information in violation of this Agreement, View shall be entitled to an injunction to restrain Xxxxxxxx from disclosing, in whole or in part, such Information, or from
providing any services to any party to whom such Information has been disclosed or may be disclosed. View shall not be prohibited by this provision from pursuing other remedies, including a claim for
losses and damages.

    13.  CONFIDENTIALITY AFTER TERMINATION.  The confidentiality provisions of this Agreement shall remain in
full force and effect after the termination of this Agreement.



    14.  RETURN OF RECORDS.  Upon termination of this Agreement, Xxxxxxxx shall deliver all records, notes,
data, memoranda, models, and equipment of any nature that are in Xxxxxxxx'x possession or under Xxxxxxxx'x control and that are View's property or relate to View's business.


    15.  NOTICES.  All notices required or permitted under this Agreement shall be in writing and shall be
deemed delivered when delivered in person or deposited in the United States mail, postage prepaid, addressed as follows:

IF
for View: 
View Systems, Inc. 
Xxxxxxx Than, President 
0000 Xxxxxx Xxxx, Xxxxx X 
Xxxxxxxx, Xxxxxxxx 00000

IF
for Xxxxxxxx: 
Xxx Xxxxxxxx 
0000 X. Xxxxxx Xxxxxxxx 
Xxxx Xxxxxxx, Xxxxxxxxxx 00000

Such
address may be changed from time to time by either party by providing written notice to the other in the manner set forth above.

    16.  ENTIRE AGREEMENT.  This Agreement contains the entire agreement of the parties and there are no
other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

    17.  AMENDMENT.  This Agreement may be modified or amended if the amendment is made in writing and is
signed by both parties.

    18.  SEVERABILITY.  If any provision of this Agreement shall be held to be invalid or unenforceable for
any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision
it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

    19.  WAIVER OF CONTRACTUAL RIGHT.  The failure of either party to enforce any provision of this Agreement
shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

    20.  APPLICABLE LAW.  This Agreement shall be governed by the laws of the State of Maryland.

Party
receiving services: 
View Systems, Inc.


By:
Xxxxxxx Than
President

 
Party providing services:

 
 Xxx Xxxxxxxx








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 Exhibit 4.6