0001014100-01-500107.txt : 20011019 0001014100-01-500107.hdr.sgml : 20011019 ACCESSION NUMBER: 0001014100-01-500107 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20011016 EFFECTIVENESS DATE: 20011016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIEW SYSTEMS INC CENTRAL INDEX KEY: 0001075857 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 592928366 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71662 FILM NUMBER: 1760095 BUSINESS ADDRESS: STREET 1: 825 W KENYON AV STREET 2: SUITE 15 CITY: ENGLEWOOD STATE: CO ZIP: 80110 BUSINESS PHONE: 3032957200 MAIL ADDRESS: STREET 1: 925 W KENYON AVREET STREET 2: SUITE 15 CITY: ENGLEWOOD STATE: CA ZIP: 80110 S-8 1 oth0955.txt VIEW SYSTEMS - REGISTRATION STATEMENT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 View Systems, Inc. (Exact Name of Registrant as Specified in Its Charter) Florida (State or Other Jurisdiction of Incorporation or Organization) 59-2928366 (I.R.S. Employer Identification No.) 925 West Kenyon Avenue, Suite 15, Englewood, Colorado 801106 (Address of Principal Executive Offices) (Zip Code) View Systems Consulting Agreements (845,000 shares) (Full Title of the Plan) Gunther Than President and Chief Executive Officer 925 West Kenyon Avenue, Suite 15 Englewood, Colorado 80110 (Name and Address of Agent for Service) (303) 783-9153 (Telephone Number, Including Area Code, of Agent For Service)
================================================================================================================ Calculation of Registration Fee ================================================================================================================ Proposed Proposed Maximum Maximum Amount of Title of Securities Amount To Be Offering Aggregate Registration To Be Registered Registered1 Price Per Share2 Offering Price Fee Common Stock, 845,000 $.83 $701,350.00 $175.34 Par Value, $.001 ================================================================================================================ 1 In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein. 2 Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 (c) based on the average of the high and low prices reported on the OTCBB on October 11, 2001, which was $.83.
PART I INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION. The information required for this Item is included in documents distributed to the Participant. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. The information required for this Item is included in documents distributed to the Participant. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents previously filed with the Securities and Exchange Commission (the "Commission") by View Systems, Inc. (the "Company") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") are, as of their respective dates, hereby incorporated by reference in this Registration Statement: (i) The Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000 filed pursuant to Section 13(a) or 15(d) of the Exchange Act; (ii) All other reports of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Company's documents referred to in Paragraph (i) above; and (iii) The description of the Company's Common Stock contained in the Company's Registration Statement on Form SB-2 Registration Numbers 333-94411 and 333-55394 filed with the Commission. All other documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the filing of a post-effective amendment which indicates that all of the Company's shares of Common Stock, par value $.001 per share (the "Shares"), offered hereby have been sold or that all Shares then remaining unsold have been deregistered shall be deemed to be incorporated by reference in and made a part of this Registration Statement from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in a document subsequently filed modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. 2 ITEM 4. DESCRIPTION OF SECURITIES. Not required. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not required. ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS. Florida corporations are authorized to indemnify against liability any person who is a party to any legal proceeding because such person is a director or officer of the corporation. The officer or director must act in good faith and in a manner reasonably believed to be in the best interests of the corporation and, with respect to any criminal action or proceeding, have no reasonable cause to believe the conduct was unlawful. Florida law does not allow indemnification for an act or omission that involves intentional misconduct or a knowing violation of a law. In the case of an action by or on behalf of a corporation, indemnification may not be made if the person seeking indemnification is found liable, unless the court in which such action was brought determines such person is fairly and reasonably entitled to indemnification. Indemnification is required if a director or officer has been successful on the merits. The indemnification authorized under Florida law is not exclusive and is in addition to any other rights granted to officers and directors. A corporation may purchase and maintain insurance or furnish similar protection on behalf of any officer or director. Our article of incorporation provide for the indemnification of directors and executive officers to the maximum extent permitted by Florida law. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or controlling persons pursuant to the foregoing provisions or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. There is no pending litigation or proceeding involving any of our directors, officers, employees or agents where indemnification would be required or permitted. We are not aware of any threatened litigation or proceeding that would result in a claim for such indemnification. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. 3 ITEM 8. EXHIBITS. Exhibits. Copies of the following documents are included as exhibits to this registration statement pursuant to Item 601 of regulation S-B SEC Exhibit No. Description ------------------------------------------------- 3.01 Articles of Incorporation.* 3.02 Bylaws.* 4.01 Specimen certificate for Common Stock.* 4.02 Consulting Agreement with John Clayton.** 4.03 Consulting Agreement with Nixel Holdings.*** 4.04 Consulting Agreement with Aero Financial.*** 4.05 Consulting Agreement with Russ Benefield.*** 4.06 Consulting Agreement with Alexander Orlando.*** 5.01 Letter opinion, including consent of Gordon, Feinblatt, Rothman, Hoffberger & Hollander, LLC, regarding legality of Common Stock to be issued pursuant to the Consulting Agreements.*** 23.01 Consent of Stegman & Company, PA, independent certified public accountants.*** ----------------------------------- * Incorporated by reference to Form 10-SB filed August 13, 1999, File No. 001-15247 ** Incorporated by referenced to Form SB-2 filed February 12, 2001, File No. 333-55394 *** Filed herewith ITEM 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. 4 (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe it meets all the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baltimore, State of Maryland, on this 12th day of October, 2001. VIEW SYSTEMS, INC. By: /S/ Gunther Than __________________________________ Gunther Than, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gunther Than and Martin Maassen, and each of them individually, his true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, may lawfully do or cause to be done. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons as of the date indicated below. SIGNATURE DATE October 12, 2001 /S/ Gunther Than ------------------------ Gunther Than, President and Chief Executive Officer October 12, 2001 /S/ Martin Maassen ------------------------ Martin Maassen, Chairman of the Board October 12, 2001 /S/ Michael Bagnoli ------------------------ Michael Bagnoli, Director 6 EX-4 3 ex403.txt CONSULTING AGREEMENT OF NIXEL HOLDINGS, LLC Consulting For Product Marketing Agreement This Agreement is made effective as of July 15, 2001, by and between: View Systems, Inc., of Baltimore, MD 21223 & Aero Financial, Inc. of Monkton, MD 21111 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 "Aero". Aero has a background in marketing and advertising with expertise in the dissemination of information about new products and developing markets therefor. View desires to have services provided byAero. Therefore, the parties agree as follows: 1. DESCRIPTION OF SERVICES. Aero has been performing and shall perform the following services for View: Corporate Development and Business Consulting. 2. PERFORMANCE OF SERVICES. The manner in which the Services are to be performed and the specific hours to be worked by Aero shall be determined by Aero. View will rely on Aero to work as many hours as may be reasonably necessary to fulfill Aero's obligations under this Agreement. Aero will report to Gunther Than during this engagement. 3. PAYMENT. View grants Aero warrants to purchase shares of common stock in View at an exercise price of $.25 per share. These warrants may be exercised at any time from the date of this agreement to 1 year thereafter. View agrees to register for resale, at its expense, the shares issuable upon exercise of the warrants. 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 Aero shall reasonably request and do any and all other acts and things which may be necessary or advisable to enable Aero to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction; and (ii) furnish to Aero and prospectus included in any such registration statement, and all amendments and supplements to such documents in each case as soon available an in such quantifies as Aero may from time to time reasonably request. 4. NEW PROJECT APPROVAL. Aero and View recognize that Aero's Services will include working on various projects for View. Aero 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 Aero 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 Aero. 7. DISCLOSURE. Aero 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. Aero 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 Aero, Aero's employees, if any, and Aero's agents. 9. ASSIGNMENT. Aero's 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, Aero 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, Aero 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 Aero 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, Aero agrees that he will not at any time or in any manner, either directly or indirectly, use any Information for Aero's own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior written consent of View. Aero 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 Aero has disclosed (or has threatened to disclose) Information in violation of this Agreement, View shall be entitled to an injunction to restrain Aero 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. 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, Aero shall deliver all records, notes, data, memoranda, models, and equipment of any nature that are in Aero's possession or under Aero's 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. Gunther Than, President 9693 Gerwig Lane, Suite O Columbia, Maryland 21046 IF for Aero: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 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: /S/ Gunther Than ____________________________________________________ Gunther Than President Party providing services: Aero Financial, Inc. /S/ ---------------------------------------------------- EX-4 4 ex404.txt CONSULTING AGREEMENT OF AERO FINANCIAL, INC. Consulting For Product Marketing Agreement This Agreement is made effective as of July 15, 2001, by and between: View Systems, Inc., of Baltimore, MD 21223 & Nixel Holdings, LLC of Towson, MD 21286 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 "Nixel". Nixel has a background in marketing and advertising with expertise in the dissemination of information about new products and developing markets therefor. View desires to have services provided by Nixel. Therefore, the parties agree as follows: 1. DESCRIPTION OF SERVICES. Nixel has been performing and shall perform the following services for View: Corporate Development and Business Consulting. 2. PERFORMANCE OF SERVICES. The manner in which the Services are to be performed and the specific hours to be worked by Nixel shall be determined by Nixel. View will rely on Nixel to work as many hours as may be reasonably necessary to fulfill Nixel's obligations under this Agreement. Nixel will report to Gunther Than during this engagement. 3. PAYMENT. View grants Nixel warrants to purchase shares of common stock in View at an exercise price of $.25 per share. These warrants may be exercised at any time from the date of this agreement to 1 year thereafter. View agrees to register for resale, at its expense, the shares issuable upon exercise of the warrants. 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 Nixel shall reasonably request and do any and all other acts and things which may be necessary or advisable to enable Nixel to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction; and (ii) furnish to Nixel and prospectus included in any such registration statement, and all amendments and supplements to such documents in each case as soon available an in such quantifies as Nixel may from time to time reasonably request. 4. NEW PROJECT APPROVAL. Nixel and View recognize that Nixel's Services will include working on various projects for View. Nixel 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 Nixel 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 Nixel. 7. DISCLOSURE. Nixel 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. Nixel 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 Nixel, Nixel's employees, if any, and Nixel's agents. 9. ASSIGNMENT. Nixel's 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, Nixel 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, Nixel 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 Nixel 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, Nixel agrees that he will not at any time or in any manner, either directly or indirectly, use any Information for Nixel's own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior written consent of View. Nixel 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 Nixel has disclosed (or has threatened to disclose) Information in violation of this Agreement, View shall be entitled to an injunction to restrain Nixel 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. 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, Nixel shall deliver all records, notes, data, memoranda, models, and equipment of any nature that are in Nixel's possession or under Nixel's 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. Gunther Than, President 9693 Gerwig Lane, Suite O Columbia, Maryland 21046 IF for Nixel: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 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: /S/ Gunther Than ____________________________________________________ Gunther Than President Party providing services: Nixel Holdings, LLC /S/ Timothy Rieu ---------------------------------------------------- EX-4 5 oth0955ex4-5.txt CONSULTING AGREEMENT OF RUSS BENEFIELD Benefield March 1, 2001 Consulting Agreement This Agreement is made effective as of March 1, 2001, by and between: View Systems, Inc., of Denver, CO, and Russel Benefield, Denver, CO 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 "Benefield". Benefield has a background in investor relations and corporate development, public relations and advertising with expertise in the dissemination of information about publicly traded companies. View desires to have services provided by Benefield. Therefore, the parties agree as follows: 1. DESCRIPTION OF SERVICES. Benefield has been performing and shall perform the following services for View: Marketing and Promotion. 2. PERFORMANCE OF SERVICES. The manner in which the Services are to be performed and the specific hours to be worked by Benefield shall be determined by Benefield. View will rely on Benefield to work as many hours as may be reasonably necessary to fulfill Benefield's obligations under this Agreement. Benefield will report to Gunther Than during this engagement. 3. PAYMENT. View Systems will pay common stock for services rendered at the discretion of its Chief Executive Officer. The remuneration will be dependent on accomplishment and will be considered a commission. From time to time the company may elect to register such shares in an SB2 or S8 filing. Pre-approved expenses will be paid at the discretion of the Operations Director if supported with receipts. 4. NEW PROJECT APPROVAL. Benefield and View recognize that Benefield's Services will include working on various projects for View. Benefield 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 Benefield 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 Benefield. 7. DISCLOSURE. Benefield 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. Benefield 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 Benefield, Benefield's employees, if any, and Benefield's agents. 9. ASSIGNMENT. Benefield's 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, Benefield 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, Benefield 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 Benefield 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, Benefield agrees that he will not at any time or in any manner, either directly or indirectly, use any Information for Benefield's own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior written consent of View. Benefield 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 Benefield has disclosed (or has threatened to disclose) Information in violation of this Agreement, View shall be entitled to an injunction to restrain Benefield 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. 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, Benefield shall deliver all records, notes, data, memoranda, models, and equipment of any nature that are in Benefield's possession or under Benefield's 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. Gunther Than, President 9693 Gerwig Lane, Suite O Columbia, Maryland 21046 IF for Benefield: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 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: /S/ Gunther Than ____________________________________________________ Gunther Than President Party providing services: /S/ Russel Benefield ---------------------------------------------------- Russel Benefield EX-4 6 oth0955ex4-6.txt CONSULTING AGREEMENT OF ALEXANDER ORLANDO Dr. Orlando January 2, 2001 Consulting Agreement This Agreement is made effective as of January 2, 2001, by and between: View Systems, Inc., of Denver, CO, and Dr. Alexander Orlando, Baltimore, MD 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 "Dr. Orlando". Dr. Orlando has a background in investor relations and corporate development, public relations and advertising with expertise in the dissemination of information about publicly traded companies. View desires to have services provided by Dr. Orlando. Therefore, the parties agree as follows: 1. DESCRIPTION OF SERVICES. Dr. Orlando has been performing and shall perform the following services for View: corporate development and business consulting. 2. PERFORMANCE OF SERVICES. The manner in which the Services are to be performed and the specific hours to be worked by Dr. Orlando shall be determined by Dr. Orlando. View will rely on Dr. Orlando to work as many hours as may be reasonably necessary to fulfill Dr. Orlando's obligations under this Agreement. Dr. Orlando will report to Gunther Than during this engagement. 3. PAYMENT. View Systems will pay common stock for services rendered at the discretion of its Chief Executive Officer. The remuneration will be dependent on accomplishment and will be considered a commission. From time to time the company may elect to register such shares in an SB2 or S8 filing. Pre-approved expenses will be paid at the discretion of the Operations Director if supported with receipts. 4. NEW PROJECT APPROVAL. Dr. Orlando and View recognize that Dr. Orlando's Services will include working on various projects for View. Dr. Orlando 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 Dr. Orlando 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 Dr. Orlando. 7. DISCLOSURE. Dr. Orlando 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. Dr. Orlando 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 Dr. Orlando, Dr. Orlando's employees, if any, and Dr. Orlando's agents. 9. ASSIGNMENT. Dr. Orlando's 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, Dr. Orlando 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, Dr. Orlando 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 Dr. Orlando 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, Dr. Orlando agrees that he will not at any time or in any manner, either directly or indirectly, use any Information for Dr. Orlando's own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior written consent of View. Dr. Orlando 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 Dr. Orlando has disclosed (or has threatened to disclose) Information in violation of this Agreement, View shall be entitled to an injunction to restrain Dr. Orlando 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. 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, Dr. Orlando shall deliver all records, notes, data, memoranda, models, and equipment of any nature that are in Dr. Orlando's possession or under Dr. Orlando's 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. Gunther Than, President 9693 Gerwig Lane, Suite O Columbia, Maryland 21046 IF for Dr. Orlando: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 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: /S/ Gunther Than ____________________________________________________ Gunther Than President Party providing services: /S/ Dr. Orlando ---------------------------------------------------- Dr. Orlando EX-5 7 oth0955-ex5.txt GFRHH OPINION LETTER EXHIBIT 5 LAW OFFICES GORDON, FEINBLATT, ROTHMAN, HOFFBERGER & HOLLANDER, LLC THE GARRETT BUILDING 233 EAST REDWOOD STREET BALTIMORE, MARYLAND 21202-3332 410-576-4000 ------------ Telex 908041 BAL Fax 410-576-4246 October 15, 2001 View Systems, Inc. 925 West Kenyon Avenue, Suite 15 Englewood, Colorado 80110 Re: View Systems, Inc. Registration Statement on Form S-8 for the Consulting Agreements of View Systems, Inc. Ladies and Gentlemen: We have acted as counsel to View Systems, Inc. (the "Company"), in connection with the issuance by the Company of 845, 000 shares of common stock, par value $.001 per share (the "Shares"), under the Company's Consulting Agreements with Alexander Orlando, Russ Benefield, John Clayton, Nixel Holdings, LLC and Aero Financial Inc. (the "Agreements"), pursuant to the above-referenced Registration Statement (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), filed on this date by the Company with the Securities and Exchange Commission (the "Commission"). We have examined copies of (i) the Certificate of Incorporation of the Company, as amended (the "Charter"), (ii) the Bylaws of the Company, (iii) the Agreements, and (iv) resolutions adopted by the Board of Directors of the Company relating to the matters referred to herein. We have also examined the Registration Statement and Exhibits thereto (collectively, with the documents described in the preceding sentence, referred to as the "Documents"). In expressing the opinions set forth below, we have assumed, and so far as is known to us there are no facts inconsistent therewith, that all Documents submitted to us as originals are authentic, all documents submitted to us as certified or photostatic copies conform to the original documents, all signatures on all such Documents are genuine, all public records reviewed or relied upon by us or on our behalf are true and complete, and all statements and information contained in the Documents are true and complete. Based on the foregoing, it is our opinion that the Shares will be duly and validly issued, fully paid and nonassessable. We assume no obligation to supplement this opinion if any applicable laws change after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof. This opinion is being furnished to you for your benefit, and may not be relied upon by any other person without our prior written consent. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this opinion, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act. Very truly yours, /S/ GORDON, FEINBLATT, ROTHMAN, HOFFBERGER & HOLLANDER, LLC ---------------------------------- GORDON, FEINBLATT, ROTHMAN, HOFFBERGER & HOLLANDER, LLC EX-23 8 oth0955-ex232.txt CONSENT OF INDEPENDENT CPA EX-23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT We consent to the incorporation by reference in this Registration Statement (Form S-8) pertaining to the View Systems, Inc. Consulting Agreements of our report dated March 15, 2001, with respect to the financial statements and schedule of View Systems, Inc. included in its Annual Report on Form 10-KSB for the year ended December 31, 2000, filed with the Securities and Exchange Commission. /s/Stegman & Company Baltimore, Maryland October 15, 2001