Prepared by MERRILL CORPORATION www.edgaradvantage.com QuickLinks Exhibit 4.1 Agreement with Columbia Financial Group Granting Warrants and Stock and Registration Rights CONSULTANT AGREEMENT Columbia Financial Group is an investor relations, direct...
Prepared by XXXXXXX CORPORATION xxx.xxxxxxxxxxxxxx.xxxQuickLinks
Exhibit 4.1 Agreement with Columbia Financial Group Granting Warrants and Stock and Registration Rights
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 services, fulfillment services, as well as Internet related services. Agreement made this 17th day of June, 1999, 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"):
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(1)Aiding
a Corporation in developing a marketing plan directed at informing the investing public as to the business of the Corporation; and
(2)Providing
assistance and expertise in devising an advertising campaign in conjunction with the marketing campaign as set forth in (1) above; and
(3)Advise
the Corporation and provide assistance in dealing with institutional investors as it pertains to the Company's offerings of its securities; and
(4)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
(5)Aid
and advise the Corporation in establishing a means of securing nationwide interest in the Corporation's securities; and
(6)Aid
and assist the Corporation in creating an "institutional site program" to provide ongoing and continuous information to fund managers; and
(7)Aid
and consult with the Corporation in the preparation and dissemination of press releases and news announcements; and
(8)Aid
and consult with the Corporation in the preparation and 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 mangers requesting such information from the Corporation.
Compensation 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:
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1.200,000
shares restricted stock.
2.400,000
five year warrants at 2.00 per share
Compliance 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.
Representation of Corporation
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(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
statements, 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 materials 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. ,
Inc.
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ViewSystems, Inc.
1.Authorized: shares
2.Issued: shares
3.Outstanding: shares
0.Xxxx
trading (float): shares (approx.)
5.Shares
subject to Rule 144 restrictions: shares (approx.)
Limited Liability
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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 when said acts or omissions of the
Consultant are due to its willful misconduct or culpable negligence.
Termination
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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 Corproation. 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
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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
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 judgement collections proceedings. Arbitration
Governing Law 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 County, MD and Golden, CO and all parties hereby consent to that venue as the proper jurisdiction for said proceedings provided herein. Parties Bound
Legal Construction
Prior Agreements Superseded
Multiple Copies or Counterparts of Agreement
Liability of Miscellaneous Expenses
Headings
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