Exhibit 10.31
Exhibit 10.31 Agreement Between View Systems, Inc. and Magnum Financial, dated
February 27th, 2000
February 21, 2000
Xxxxxxx Than
VIEW SYSTEMS, INC.
000 X. Xxxxxx Xxxxxx, Xx. 00
Xxxxxxxxx, XX 00000
RE: LETTER OF AGREEMENT
Financial Communications Services
---------------------------------
Mr. Than:
Under separate cover, entitled "PRELIMINARY PROPOSAL FOR SERVICES" dated
February 17, 2000, we previously submitted our assessment of View Systems and
our recommendations as to how we would carry out comprehensive financial
communications program for them. As we have now concluded after several phone
conversations and a meeting with management, we are prepared to commence
financial communications activities on behalf of the Company for certain
compensation as outlined below. Attached herewith are the details of the subject
activities we have agreed upon which are exhibited as "Summary of Program
Components" and "Program Activity Schedule."
To reiterate statements previously made to View Systems, the objective of our
financial communications program is to broaden the awareness of the Company in
the U.S. capital markets through a methodical, disciplined and proven
communications process structured to generate interest in the Company's
securities with a goal of achieving the highest sustainable market value for
those securities.
This Letter of Agreement shall serve as the complete and final understanding by
and between the Parties hereto which, upon execution hereof, becomes the binding
agreement by and between View Systems, Inc. (hereafter "View Systems," "VYST" or
the Company") and Magnum Financial Group, LLC (hereafter "Magnum"), both of
which are also referred to collectively herein as "the Parties."
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COMPENSATION
As consideration for the services Magnum has agreed to provide, View Systems
shall pay Magnum monthly cash fees according to the following schedule:
CASH FEES
View Systems shall pay Magnum cash as follows...$18,000 monthly on or
before the first of each month. Monthly fees are invoiced on the 20th of the
month prior to their due date as they are due upon the 10th of each month when
services are to be rendered. A two percent (02%) discount may be taken for
payments made and received at our office on or before the 20th of the month due;
the payment is late on the 20th, in which event Magnum has the right to stop
services until the payment is received. In the event subject payment is not
received by the 30th of the month, Magnum reserves the right to terminate this
Agreement and accelerate all compensation and reimbursable expenses as due and
payable (see "Termination")
EXPENSES
As is typical with the rendering of professional services, we shall invoice View
Systems for a pro-rata share of the indirect costs incurred on behalf of all of
our clients which include long-distance telephone, outgoing broadcast
facsimiles, cellular telephone, on-line securities trading and data services,
and printed reference materials. These additional charges will initially run
$450-$550 per month during the advisory and corporate development phase (March
through April) (and to wind down the program in October), and then increase to
$750-$1150 per month during the aggressive marketing phase (May through
September). It is the policy of Magnum to pass through these indirect costs
without markup. Your pro-rata portion of the indirect costs will be itemized,
paid by Magnum in advance, and then billed to your separately from the monthly
flat fee charge at the end of each month hereafter and due within thirty (30)
days of receipt.
Total indirect costs shall be capped at $9000 for the term of this Agreement.
In addition, View Systems will normally incur certain direct costs from time to
time over the duration of this Agreement for news wire distribution services,
printing, 35mm color slides, color and black & white reproductions, bulk-mail
postage, airfare, hotel, ground transportation,
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meeting rooms, audio/visual equipment rental, catering, entertainment, and
monthly maintenance of the contact database we develop for you. It is the policy
of Magnum to pass through these additional direct costs without markup and
therefore will be billed to you directly from the vendor when pre-approved.
Our purchase of goods and services from vendors and others outside of Magnum on
your behalf (direct costs) related to our carrying out the subject activities
for View Systems shall first be approved by View Systems and then billed
directly to View Systems when practicable.
EXCESS EVENTS, PREMIUM FEES
Our monthly fees are designed to provide a planned financial communications
program that is implemented consistently over a period of time based on a
reasonable estimate of the hours of work required to effect that plan. For
reasons beyond our control, particularly in times of crisis (proxy fights,
auditor resignations, class-action litigation, suspension of trading, de-listing
of securities, frenzied trading activity, etc) or rush situations (such as late
SEC filings, last minute news releases, other critical news releases, after-hour
meetings, etc.) the Company may require our involvement and time beyond the
scope of this Agreement.
These events and situations shall henceforth be considered "excess" events. In
such events, should any principal or employee of Magnum be required to work in
excess of eight (08) hours per day to complete tasks for the Company, then the
company shall be billed on an hourly basis at the rate of $375.00 per hour.
Pre-approval by the Company is required.
EQUITY AND DEBT FINANCING EXPRESSLY EXCLUDED
Further, while our scope of work traditionally interfaces with investment
bankers and investment funds in the financial community, we do not engage in
corporate finance. Our services are defined as financial communications and
investor relations, and our fees are structured to cover only these services.
Should View Systems require any form of financing, we would be more than pleased
to facilitate an introduction to Atlantis Capital Group, LLC who will consider
the financing request and possibly place it with the appropriate commercial
lenders, investment banks or institutional funds known to them. In such case, a
separate success fee would apply should the financing be secured.
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EFFECTIVE DATE, COMMENCEMENT DATE
While the effective date of the Agreement is the date it is signed by view
Systems, the date our activities will actually commence will be March 1, 2000.
Both the effective date and commencement date are subject to View Systems'
execution of this Agreement and their timely delivery of the various
compensation instruments and an original signed document as stipulated herein
(see "Acceptance, Execution, & Completion".
TERM OF AGREEMENT
Upon the Company's execution hereof and their timely delivery of compensation
instruments as stipulated herein (see "Acceptance, Execution, & Completion"),
this Agreement shall continue for a duration of nine (09) months from the
Commencement Date (see " Commencement Date"0. Thereafter, if the Agreement is
not terminated as provided herein, the Agreement shall continue on a
month-to-month basis at a monthly fee that may be negotiated and agreed upon by
and between the Parties upon the Agreement converting to a month-to-month basis.
In the event the Agreement is not terminated as provided herein and a monthly
fee is not determined by the Parties prior to the conversion to month-to-month,
then the Agreement shall continue on a month-to month-basis, at a monthly fee as
determined by the last fee remitted by the View Systems to Magnum, until
terminated by either Party.
TERMINATION
This Agreement may be terminated by either party after the nine-month period
without cause by providing fifteen (15) days written notice to the other and
delivering same by registered mail.
View Systems shall, within ten (100 days of the execution date hereof, remit to
Magnum the compensation instruments and an original of this signed as stipulated
further in this Agreement (see "Acceptance, Execution, & Completion"). In the
event View Systems fails to remit any of the items stipulated, then Magnum shall
have the right to terminate this Agreement immediately without notice or demand.
In the event Magnum is not in receipt of its monthly fee or reimbursed for
expenses billed within thirty (30) days of its due date, then Magnum shall have
the right to terminate this Agreement immediately without notice or demand.
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Should Magnum desire to terminate this Agreement as provided herein, then all
monies, stock, and stock purchase warrants then earned or unearned shall
accelerate and become due, payable, and issuable, as the case may be. Simple
interest of twelve percent (12%0 per annum will be levied on any and all unpaid
balances, whether monies owed are fees or expenses to be reimbursed Magnum. All
costs of collection, litigation, and enforcement of any judgment shall be paid
by losing party.
Notwithstanding the above, any material breach, insolvency, or bankruptcy of
either party shall terminate this Agreement immediately.
LAWS, REGULATIONS, & CONFIDENTIALITY
In this relationship, Magnum agrees to comply fully with all federal and state
securities laws and regulations, industry guidelines and applicable corporate
law. Additionally, our firm shall maintain the confidentiality of all
information of View Systems not cleared by the Company for public release.
INDEMNIFICATION
View Systems agrees to indemnify and hold harmless Magnum, including its
principals, members, and employees from and against any and all losses, claims,
damages, expenses and/or liabilities which Magnum may incur arising out Magnum's
reliance upon and approved use of information, reports, and data furnished by
and representations made by View Systems, with respect to itself, whereby Magnum
in turn distributes and conveys such information, reports, and data to the
public in the normal course of representing View Systems in financial
communications activities. Such indemnification shall include, but not be
limited to, expenses (including all attorney's fees), judgments , and amounts
paid in settlement actually and reasonably incurred by Magnum in connection with
an action, suit or proceeding brought against Magnum and/or its principals,
members, or employees.
Similarly, Magnum agrees to indemnify and hold harmless View Systems, including
its principals, directors, officers, and employees from and against any and all
losses, claims, damages, expenses and/or liabilities which View Systems may
incur arising out of Magnum's representation of View Systems to the investment
community, media, or its shareholder. Such indemnification shall include, but
not be limited to, expenses (including all attorney's fees), judgments, and
amounts paid in settlement actually and reasonably incurred by View Systems in
connection with an action, suit or proceeding brought
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against View Systems and/or its principals, members, or employees
ACCEPTANCE, EXECUTION, & COMPLETION
Should you accept the terms, conditions, and provisions outlined herein please
indicate such by signing and dating as provided for below.
In order that Magnum Financial have documented authority to represent View
Systems, Inc., please forward a facsimile of the signed and dated document to us
at (Fax: 000-000-0000) immediately upon execution.
To complete the transaction between us, View Systems shall, within ten (10) days
of the execution date hereof, remit the following: (i. An original of the signed
and dated document; and (ii. A check in the amount of $18,000 ( as the March
fee). We recommend that you express all aforementioned items for timely
delivery.
MISCELLANEOUS
This Agreement shall be deemed to be executed and delivered within the State of
California and is to be construed, interpreted and applied in accordance with
the laws of the State of California, excluding that body of law relating to the
Conflicts of Law. This Agreement shall have venue in the courts of Los Angeles
County.
If any provision, term, or condition of this Agreement, or any application
thereof, shall be declared invalid or unenforceable by any court of competent
jurisdiction, then the remainder of this Agreement, and any other application of
such provision, term, or condition, shall survive and continue in full force and
effect.
The failure of either party to exercise any right, power, options or remedies
provided or hereunder, or to insist upon strict compliance with the terms hereof
by the other, shall not constitute a waiver of the terms and conditions of this
Agreement with respect to any other subsequent breach thereof, nor a waiver by
either party compliance with all terms hereof. The rights and remedies hereunder
are cumulative to any other rights or remedies that may granted by law. of its
rights at any time thereafter to require exact and strict
The undersigned hereby represent, warrant and certify that they in fact have
full authority to enter into this specific Agreement; and furthermore agree to
provide each other proof of such authority should such proof be
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requested.
This is the complete and final Agreement between the Parties relative to the
subject matter hereof and all prior and contemporaneous statements, both oral
and written are hereby superceded.
On behalf of the principals and entire staff at Magnum Financial Group, we wish
to thank you for your confidence in retaining our firm. Your account team looks
forward to working with you now and in the future toward mutually beneficial
goals.
Respectfully submitted and agreed upon:
MAGNUM FINANCIAL GROUP, LLC
Xxxxxx X. Xxxxxxx
Principal
IN AGREEMENT AND ACCEPTANCE OF THE TERMS AND CONDITIONS HEREIN:
VIEW SYSTEMS, INC.
__________________________ ________________
Xxxxxxx Than Date
President & Chief Executive Officer
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ADDENDUM
Xx. Xxxxxxx Than
President & CEO
View Systems, Inc.
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Dear Xxxxxxx:
This letter forms an Addendum to that Agreement between Magnum Financial Group,
LLC and View Systems, Inc. dated February 27, 2000.
Magnum Financial Group, LLC and View Systems, Inc. hereby agree to an early
termination of the Agreement for financial communications services, such
termination to be effective April 30, 2000, and such termination will be
conditional upon payment in full by View Systems, Inc. of $20,301.34, by April
28, 2000, being the financial communications fees for the month of April, and
all expenses incurred by Magnum not yet paid by View Systems. Upon such payment
each party shall be released from any further obligations or liabilities in
connection with the Agreement.
Please acknowledge this Addendum to the Agreement by signing below. Please fax a
copy to our office, and Federal Express an original signed copy to us, for our
records.
Sincerely;
MAGNUM FINANCIAL GROUP, LLC
Xxxxxxx Xxxxxxx
Principal
Acknowledge and accepted on behalf of View Systems, Inc.
________________________
Xxxxxxx Than, CEO
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