EXHIBIT 2.5
JOINT DEVELOPMENT AGREEMENT
Milestone Technology Inc. of 0000 Xxxx 00xx Xxxxxx, Xxxxx Xxxxx, Xxxxx, 00000,
owners of certain Security Technologies, hereinafter referred to as Milestone.
And View Systems, Inc. of 0000 Xxxxx Xxxxx, Xxxxxxxxx, XX owners of certain
video security technologies, hereinafter referred to as View.
WHEREAS, Milestone has obtained and developed a proprietary "Concealed
Weapons and Metal Detector" (CWD) product, and is desirous of entering into a
joint development agreement (JDA) for the purpose of combining Milestone
technology with View technology, to develop a more comprehensive product.
WHEREAS, View is established in digital video, character and facial
recognition in the security industry, they desire to collaborate with Milestone
to enhance the "Concealed Weapons and Detection System" product and other
products produced by View.
SCOPE OF AGREEMENT -
Prior to the development efforts the parties agree that funding will be needed.
For Milestone, approximately $1M will be required to expense earlier technology
development and proceed with development of enhanced and integrated technology.
Milestone will contribute 6% of their stock as in-kind value for this
development effort and View will provide a minimum of 500,000 shares of its
common stock as an exchange of like kind.
View will register the above shares in a public filing for funding purposes.
Phase I:
A scope of work will then be developed to define enhanced products or integrated
products to be marketed by either or both Milestone and View.
Phase II:
This phase of development will include the actual physical and electrical
integration of both View and Milestone technologies.
SCHEDULE:
A definitive project plan will be developed immediately following availability
of funds, via sale of View Systems, Inc. stock by Milestone. Milestone reserves
the right to review any documents which will be filed with SEC regarding this
transaction. And also determine when the View Systems, Inc. stock will be sold
and at what price. Funds will be directed as needed for prototype product
engineering, software development and packaging efforts as well as ancillary
procurement of parts, inventory and related operating expenses. If, within a
one-year period from the date of this agreement, the View System stock is not
sold by Milestone, View Systems, Inc., agrees to return 3% (or half of the
amount described above,) of the Milestone stock to Milestone. Similarly,
Milestone will retain the View Systems, Inc. stock for an undetermined period.
Phase II Start Date: TBD, by View and Milestone.
APPROVALS: DATE: December 4, 2001
/s/
---------------------------------- ------------------------------------------
Milestone Technology, Inc. View Systems, Inc.
