SB-2

As filed with the Securities and Exchange Commission on January 11, 2000

SEC Registration No.       

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM SB-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

VIEW SYSTEMS, INC.
(Name of issuer in its charter)

Florida
(State of Incorporation) 5045
(Primary (Primary Standard Industrial Classification Code Number) 59-2928366
(I.R.S. Employer Identification No.)

925 West Kenyon Avenue, Suite 15
Englewood, Colorado 80110
(303)783-9153
(Address and telephone number of registrant's principal executive offices)

9693 Gerwig Lane, Suite O
Columbia, Md. 21046
(410)290-5919
(Address and telephone number of principal place of business)

Gunther Than, President & CEO, View Systems, Inc.
925 West Kenyon Avenue, Suite 15
Englewood, Colorado 80110
(303) 783-9153
(Name, Address and telephone number of agent for service)

With Copy To:

Andrew L. Jiranek, Esq., VP & General Counsel, View Systems, Inc.
9693 Gerwig Lane, Suite O
Columbia, Md. 21046
(410) 290-5919

Approximate date of commencement of proposed sale to the public: As soon as practicable after the Registration Statement becomes effective. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following boxes and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

    If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following boxes and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

    If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

    If delivery of the Prospectus is expected to be made pursuant to Rule 434, please check the following box. / /

Calculation of Registration Fee

Title and Par Value of each class of securities to be registered1 (Maximum)	Amount to be registered2	Proposed maximum aggregate offering price per share3	Proposed maximum offering price	Amount of Registration Fee
Common Stock, Par Value $.001	1,691,727	$5.00	$8,458,635	$2,233.07
Common Stock, Par Value $.001, Issuable Upon Exercise of the Warrants	454,000	$5.00	$2,270,000	$599.28
Total Registration Fee				$2,832.35

¹

This registration statement covers the resale by certain Selling Shareholders of up to an aggregate of 1,000,000 Shares of Common Stock, par value $0.001, of the Company, 606,000 shares of which were previously acquired by the Selling Shareholders, and 454,000 shares of which may be acquired by certain of the Selling Shareholders upon the exercise of Warrants.

²

If there is a stock split, stock dividend or similar transaction involving the Company's Common Stock, in order to prevent dilution, the number of shares registered hereunder will automatically be increased to cover the additional shares in accordance with Rule 416(a) under the Securities Act.

³

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) and (g).

PROSPECTUS

This Prospectus is part of a Registration Statement filed with the SEC and other government oversight agencies. We may not sell these securities until the Registration Statement has been reviewed by these government oversight agencies and is effective. However, information in this Prospectus is not complete and we may change it before the Registration Statement becomes effective. Any change may delay the effective date. This Prospectus is not an offer to sell these securities and it is not a solicitation of an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 11, 2000

VIEW SYSTEMS, INC.

a Florida corporation
2,145,727 shares of Common Stock
$5.00 per share

    This is our first public offering of stock. We are currently fully reporting to the SEC under the Securities Exchange Act of 1934, as amended. Our Common Stock is currently quoted on the NASD Electronic Bulletin Board and traded Over-the-Counter ("OTC"). This offering covers a maximum of 1,000,000 of our Shares of Common Stock (the "Shares") and a maximum of 1,145,727 Shares owned by certain Selling Shareholders. The initial public offering price is being estimated at $5.00 per Share at this time; however, we will adjust the offering price through an amendment to this Prospectus before we accept offers to purchase Shares. The price amendment will be based on market conditions existing at the time of amendment. We will not be responsible for the sale of the Selling Shareholders' 1,145,727 Shares and we will not receive any of the proceeds from the sale by the Selling Shareholders; however, we will receive the exercise price with respect to the exercise of the Warrants to purchase Shares. The use of the proceeds from the sale of the Company's shares and exercise of the Warrants is described below in the "Use of Proceeds" section. We are registering the Shares, including the Shares acquired upon exercise of the Warrants, of the Selling Shareholders pursuant to certain registration rights and contracted obligations incurred by the Company. The Shares of the Selling Shareholders being registered were issued pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended.

    This offering is not underwritten; instead, as to our Shares included in this offering, we are selling through our officers, without compensation to them, on a 50,000 shares minimum "all or none", 1,000,000 maximum "best efforts" basis until 90 days from the effective date, which period may be extended up to 180 days at our option. An indeterminate number of the Shares may be sold through broker/dealers who are members of the National Association of Securities Dealers, Inc., and who will be paid up to a 10 per cent commission on sales they make. No allowance has been made for such commission in the above table. The expenses of this offering are estimated to be $50,000, including legal and accounting fees, Blue Sky fees of various states, printing, EDGARizing, mailing, and miscellaneous items. The proceeds from the sale of our Shares will be escrowed until we have sold the designated minimum number of shares (50,000) under this offering. If the minimum amount of shares is not sold, the escrowed proceeds will be returned promptly without interest or deduction. The common stock underlying the Warrants will be sold as part of this offering only if the Warrant Holders exercise the Warrants. The purchase of shares in this offering is subject to a high degree of risk. You should not purchase the shares unless you can afford a total loss of your purchase price.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

	Offering Price		Proceeds to the Company4
Per share	$	5.00	$	4.95
Total Minimum (escrow)	$	250,000	$	200,000
Total Maximum (escrow)	$	5,000,000	$	5,858,000

⁴

The proceeds to us from the sale of the Shares in this Offering do not include the proceeds from the sale of the Shares of the Selling Shareholders; however, we will receive proceeds from exercise of the Warrants.

UNTIL 90 DAYS AFTER THE DATE OF THE PROSPECTUS ALL DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION MAY BE REQUIRED TO DELIVER A PROPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

You should rely only on the information contained in this Prospectus. We have not authorized anyone to provide you with information different from that contained in this Prospectus. The Selling Shareholders are offering and selling the Shares only in jurisdictions where offers and sales are permitted. The information contained in this Prospectus is accurate only as of the date of this Prospectus, regardless of the time of the delivery of the Prospectus or any sale of the Shares

    AVAILABLE INFORMATION.  We are subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (The "Exchange Act"), and, accordingly, files reports and other information with the Securities and Exchange Commission (the "Commission"). Such reports and other information filed with the Commission are available for inspection and copying at the public reference facilities maintained by the Commission at Room 1026, 450 Fifth Street NW, Washington, DC 20549, at the Commission's regional offices located at 7 World Trade Center in New York, New York 10007, at the Klucynski Building, 230 Fourth Dearborn Street, in Chicago, Illinois 60604 and at 5757 Wilshire Boulevard, Los Angeles, California 90024. Copies of such material also may be obtained from the Public Reference Section of the Commission, 450 Fifth Street NW, Judiciary Plaza, Washington, DC 20549 at prescribed rates and are also available on the Commission's web site at www.sec.gov.

    ADDITIONAL INFORMATION.  We have filed a Registration Statement with the Commission under the Securities Act with regard to the Securities offered hereby. The Prospectus does not contain all of the information set forth in the Registration Statement and in the Exhibits and Schedules thereto, certain parts of which are omitted in accordance with the rules and regulations of the Commission. For further information with respect to the Company and the Securities offered hereby, reference is made to such Registration Statement and the Exhibits and Schedules thereto. The Registration Statement and any amendments thereto, including Exhibits filed as a part thereof, are available for inspection and copying as set forth above. We intend to distribute Annual Reports containing audited financial statements to our Shareholders.

Table of Contents
Part I

	Page
Front on Registration Statement and Outside Front Cover of Prospectus—Item 501 of Reg. S-B
Inside Front and Outside Back Cover Pages of Prospectus—Item 502 of Regulation S-B
Prospectus Summary Information—Item 503 of Regulation S-B	5
Risk Factors—Item 503 of Regulation S-B	9
Description of Our Business—Item 101 of Regulation S-B	16
Management's Discussion and Analysis of Financial Condition and Results of Operation—Item 303 of Regulation S-B	23
Description of Property—Item 102 of Regulation S-B	28
Use of Proceeds—Item 504 of Regulation S-B	29
Determination of Our Offering Price—Item 505 of Regulation S-B	29
Dilution—Item 506 of Regulation S-B	30
Capitalization	31
Selling Security Holders—Item 507 of Regulation S-B	32
Plan of Distribution—Item 508 of Regulation S-B	33
Directors, Executive Officers, Promoters and Control Persons—Item 401 of Regulation S-B	34
Security Ownership of Certain Beneficial Owners and Management—Item 403 of Regulation S-B	36
Description of Securities—Item 202 of Regulation S-B	37
Interest of Named Experts and Counsel—Item 509 of Regulation S-B	39
Disclosure of Commission Position on Indemnification for Securities Act Liabilities—Item 510 of Regulation S-B	40
Legal Proceedings—Item 103 of Regulation S	40
Transactions with Promoters—Item 404 of Regulation S-B	40
Certain Relationships and Related Transactions—Item 404 of Regulation S-B	41
Market for Common Equity and Related Stockholder Matters—Item 201 of Regulation S-B	42
Executive Compensation—Item 402 of Regulation S-B	43
Part F/S—Financial Information
Financial Statements—Item 310 of Regulation S-B	46
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure Item 304 of Regulation SB	61
Part II
Indemnification of Directors and Officers—Item 702 of Regulation S-B	61
Other Expenses of Issuance and Distribution—Item 511 of Regulation S-B	62
Recent Sales of Unregistered Securities—Item 701 of Regulation S-B	62
Exhibits—Item 601 of Regulation S-B	64
Undertakings—Item 512 of Regulation S-B	66
Signatures	68

PROSPECTUS SUMMARY INFORMATION

The Company

    Effective October 13, 1999, we became a reporting company pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended. We are up to date on all of our required filings under the Securities Exchange Act of 1934, as amended. Our stock is currently quoted on the NASD Electronic Bulletin Board under the symbol VYST and traded Over-the-Counter. We operate out of executive offices at 925 West Kenyon Avenue, Suite 15, Englewood, Colorado 80110 and engineering design and production facilities at 9693 Gerwig Lane, Suite O, Columbia, Maryland 21046. Our phone number at our executive offices is (303) 783-9153 and our phone number at our principal place of business in Columbia, Maryland is (410) 290-5919. We operate on a calendar year fiscal year, ending December 31, 1999. The person to contact in respect to this offering is Gunther Than, at our executive offices. Our World Wide Web site is www.viewsystems.com.

    Our products are produced by our wholly owned subsidiary, Eastern Tech Manufacturing Corp. (ETMC), which maintains strict quality control standards and a shop floor of approximately 8,000 square feet. In addition to manufacturing View's products, ETMC provides contract manufacturing services to producers of electronic products, including medical devices, communications hardware, cruise missile connector assemblies, and guidance systems. ETMC also offers complementary engineering design and test services.

    We distribute and support our products through an extensive network of value added resellers, OEMs, sales representatives and strategic partners.

Our Business

    We develop and produce digital closed circuit television (CCTV) systems. Our devices capture, digitize, archive and transmit event triggers, images and sound. The capture, transmission and archiving components of these systems are digital, as opposed to analog. Our systems permit people, places and activities to be remotely monitored and the events, images and sound captured by cameras, recorders and other sensing devices such as motion detectors to be stored on computer hard disk. We have been improving the quality of the video, refresh rates and storage capabilities of our digital systems through engineering work, including, without limitation, innovative compression software routines. We are continuously adding features to our systems that are expanding the capabilities historically associated with current CCTV systems, making our systems better and more cost effective. Many features and benefits are associated with our new generation of CCTV systems such as motion, sound, and heat sensing devices that then trigger our products to begin recording video output from cameras, set off alarms, lock doors or other actions.

    Current security and surveillance systems are labor intensive and require a high level of continued dollar and time investment to maintain. The most common device used to record video in a CCTV system is the VCR which demands frequent cleaning of the recording and playback heads to maintain quality, has stretchy tape which degrades and breaks when reused too many times and must be reviewed sequentially and manually when searching for specific events and occurrences. We produce a digital VCR replacement device whose new technology avoids these problems, thereby, significantly enhancing the functionality of a CCTV system.

    We recently completed three strategic acquisitions that have added complementary products, enhanced engineering design and added greater production and servicing capability. On October 6, 1998, we acquired all of the outstanding stock of RealView Systems, Inc. ("RealView"), through an exchange of shares. RealView had developed an image acquisition and redisplay software program for use in the real estate market. The management of RealView had achieved limited sales of this software program. RealView's software program used some innovative image compression techniques, which we believed we could further develop for use in View Systems' products. In addition, RealView has a license agreement with a related company, View Technologies, Inc., to license its compression software for use in non-medical markets. RealView had relationships with scientists that we believed we could employ for the Company's benefit.

    On February 25, 1999, we acquired all of the stock of Xyros Systems, Inc., a privately held company, through a share exchange. Xyros had developed a line of products called the RM-1600, which permitted remote monitoring and storage of images captured by video cameras. Xyros's products had superior engineering that we thought we could improve. Due to the fact that its resources were spent substantially on research and development, prior to its acquisition, Xyros had limited revenues from the sale of its products and had an accumulated earnings deficit of $91,155.00 through December 31, 1998. We absorbed much of the Xyros staff and all Xyros intellectual property, integrating the engineering from the RM-1600 products into the SecureView™ line of products.

    On May 25, 1999, we acquired all of the stock of ETMC through a share exchange and cash payments or guaranties of cash payments to or for the benefit of ETMC's sole shareholder, Larry Seiler. ETMC is a manufacturer of electronic hardware components and assemblies and had been operating in excess of 15 years. ETMC provides us with a captive manufacturer, as well as additional assets and revenues. ETMC is implementing a quality control plan that is in compliance with the requirements of ISO 9002. ETMC has consistently maintained high quality control standards in its contract production work for large commercial and governmental entities while maintaining certification under MIL-I-45208 and MIL-STD-2000. Through the acquisition of ETMC, we enhanced our capacity to fill large orders, to better control quality, to manage our inventory, and to service our products. As a result, we are in an excellent position to produce, deliver and support an industry leading set of digital based closed circuit television CCTV systems to a market that is large and growing.

Our Products and Services

    Our products utilize digital technology and the power of telecommunications. Our systems are computer based, and, as such, are capable of doing much more than traditional surveillance systems, commonly referred to as analog CCTV systems. Our products are programmed to trigger certain actions based on events occurring in an observed area and can be linked to other computer-based functions, such as calling security or law enforcement personnel and storing images of these events. Our systems can integrate to other existing security systems, providing the customers with better overall security solutions for their home or businesses.

    The functionality of our systems, based on our new digital technology, provides a marked advancement over traditional non-digital surveillance systems. Our systems allow remote access to video at an affordable price. Moreover, the systems make recording activity in a surveillance area less cumbersome and more cost effective. Unlike traditional analog CCTV systems, with our systems customers don't have to work with VCR recorders that record images which degrade over time and require ongoing, expensive cleaning and maintenance, which is labor-intensive for the system operator.

    Our systems are Internet enabled, making them ideal for providing low cost, multiple user access to a surveillance area. As the use of the internet grow, these products will provide users with the ability to check on their loved ones in a nursing home or day care facility with a click of a button.

    ETMC, in addition to producing View's products, also manufactures electronic components, assembles the components into finished products and provides bench-testing services to a variety of other companies. This enhances and broadens View's base of revenue to a more diversified market.

Our Market

    Surveillance systems have gained increased acceptance as an important part of an overall security system. Historically, the technology for surveillance systems consisted of the analog CCTV system. The Company's digital technology provides an enhanced capability to manage CCTV systems, as well as adding features to the system's capability, which was simply not feasible with analog CCTV systems. Because the world has become a less predictable, more dangerous place, as evidenced by such things as the Columbine High (in Denver, Colorado) shootings, and because of enhanced functionality created by digital systems, the current demand for CCTV systems is growing rapidly. We have developed products that give us an excellent opportunity for capturing significant market share of an estimated $1,600,000,000 annual market for replacement of VCR recording devices, and additionally a percentage of the $2,000,000,000 annual market for new CCTV systems, which market is increasing at a rate of 13 - 17% annually.

    The VCR replacement device we are developing, ViewStorage™, offers a solution to the customer that does not want to completely replace its existing CCTV system. It can be retrofitted to existing analog CCTV systems to enhance legacy system functionality and replace current VCR recorders. We have identified the following markets for our products and are now pursuing them with increasing success: (1) commercial and industrial users; (2) residential users; (3) federal, state and local law enforcement agencies; (4) private security and guard companies. We are servicing these markets through a network of value-added resellers, OEMs and strategic partners.

Competition

    Although there are a number of very large, and well-financed players in the CCTV market, we have a window of opportunity to enter the market and quickly capture a significant market share. The introduction of digital technology to CCTV systems marks a paradigm shift in the engineering for CCTV systems and security systems, in general. Digital technology is computer based, and, as such, has required a wholly different set of protocols, standards and compatibility issues than do current legacy security systems, which are analog by nature. The engineering departments at the companies that historically have been market leaders in the CCTV market are not as experienced at developing products on a digital platform. As a result, we believe they have not been successful in introducing digital technology to their CCTV product offerings. As a company that is first and foremost a digital technology company, we have taken advantage of our expertise gained from past work on computer platforms to quickly develop a superior, more economical, digital CCTV product line. The superior functionality of our digital products is being validated through comparative engineering tests being conducted by large security system integrators, and these players are moving aggressively to carry our product lines.

The Offering

Shares of Common Stock offered by the Selling Shareholders (Maximum)	1,145,727	5
Shares of Common Stock offered by the Company (Maximum)	1,000,000
Common Stock outstanding after the offering	8,686,930	6
Common Stock owned by the Selling Shareholders after the offering	584,333	7
Use of Proceeds	See "Use of Proceeds."
NASD Electronic Bulletin Board symbol	VYST

⁵

We are required to register 691,727 shares of common stock and 454,000 shares of common stock underlying the Warrants under this Prospectus for the benefit of the Selling Shareholders.

⁶

Based on 7,232,930 Shares of Common Stock outstanding as of the date of this Prospectus. Excludes 504,860 shares of Common Stock subject to outstanding options granted under employee stock options, of which 403,860 were Exercisable as of December 31, 1999. This total also presumes the exercise of the Warrants by the Warrant Holders and the sale of the underlying shares of common stock upon exercise of the Warrants in this Offering.

⁷

Assumes the matters set forth in footnotes 1 and 2 and the sale by the Selling Shareholders of all the Shares.

SUMMARY FINANCIAL INFORMATION

    Set forth below is our summary financial information for the years ended December 31, 1997, and 1998, and for the nine months ended September 30, 1999. The summary financial information should be read in conjunction with the financial statements included elsewhere in this Prospectus and are qualified in their entirety by these statements.

	Nine Months Ended September 30, 1999			Year Ended December 31, 1998
Operations
Sales and other income	$	194,491		$	31,438
Gross profit		40,423			10,547
Total expenses		2,034,003	8		254,104
Net loss		(1,993,580	)		(243,557	)
Net loss per share		(0.36	)		(0.06	)
Financial Position
Current assets		278,225			191,735
Current liabilities		436,838			270,986
Current ratio		0.64			0.71
Total assets		1,286,432			275,070
Stockholders' equity		849,594			4,084
Book value per share		0.12			0.00

⁸

The Company's total expenses for the nine months ended September 30, 1999, include a $1,242,333 expense adjustment due to compensation paid through the issuance of common stock to key employees and consultants of the Company.

RISK FACTORS

    The securities offered involve a high degree of risk. You should purchase them only if your can afford to lose the total amount of your investment. If you are considering a purchase of these shares, you should carefully evaluate the following risk factors and all of the other information in this Prospectus, including the financial statements.

    We are Dependent on the Proceeds of This Offering.  We have not engaged in all the expanded operations envisioned by our current business plan. We achieved first material revenues in the third quarter ended September 30, 1999. Although we are experiencing rapid growth in sales in our SecureView™ product line, we have not yet become profitable. We still have some further development work to do on our SecureView™ line of products and are developing our service offerings, including, namely, design engineering and development services, and expanded manufacturing services. We are not certain we will be successful in overcoming the risks of development in order to advance above these stages. As an emerging enterprise, we are subject to risks management has not anticipated. Much of the software we have developed and/or licensed for compressing the size of digital image files requires further development and optimization in the order to be commercially useful.

    We Have a Limited Operating History and A History Of Losses.  We incorporated in Florida in 1989. For almost 10 years, our operations were dormant. In July 1998, our common stock was approved for quotation on the NASD Electronic Bulletin Board, and in October 1998, began active business operations. Sales of the Company's products and services have been activated through corporate acquisitions. Although we are selling our SecureView™ line of products through a network of value-added resellers, sales representatives, OEMs and strategic partners, sales of the Company's SecureView™ products have been limited to date. The Company has not yet finished engineering development on all of the products envisioned in its business plan and can not predict with any certainty what the market acceptance and revenues of these products will be. To date, the Company has gained limited sales in the market for security and surveillance products due to the lack of funding and market exposure. We may encounter financial, managerial, technological or other difficulties as a result of our lack of operating history. Although we anticipate our operating revenue will increase in the future, we cannot guarantee that our revenues will exceed our operating expenses. We recorded operating losses of $1,993,581⁹ and $114,673 for the nine months ended September 30, 1999, and 1998, respectively. We have not yet been profitable. In view of our operating losses, we cannot be certain that we will be able to achieve profitability on either an annual or quarterly basis.

⁹ This includes recognition of a $1,242,333 expense item resulting from the grant of equity to employees and consultants in lieu of, or in addition to, wages.

    Our Quarterly Results Could Fluctuate.  Our quarterly operating results in the future may vary significantly, depending on factors such as revenue from our sales of the SecureView™ line of products, the timing of our new product and service announcements and launches, market acceptance of new and enhanced versions of our products (if any), changes in our operating expenses, failure to effectively manage our inventory levels, changes in our business strategy, and general economic factors. We have limited or no control over many of these factors. Our quarterly revenues will also be difficult to forecast because the markets for our products and services are evolving and our revenues in any period could be significantly affected by new product announcements and product launches by our competitors, as well as by alternative technologies. Variations in timing of sales may cause significant fluctuations in future operating results. In addition, because a significant portion of our business may be derived from orders placed by a limited number of large customers, the timing of such orders can also cause significant fluctuations in our operating results. Anticipated orders from customers may fail to materialize. Delivery schedules may be deferred or cancelled for a number of reasons, including changes in specific customer or international economic conditions. The adverse impact of a shortfall in our revenues may be magnified by our inability to adjust spending to compensate for such shortfall. As a result of these factors and other factors, it is likely that in some future period our operating results will be below the expectations of securities analysts or investors, which would likely result in a significant reduction in the market price of our stock. Period-to-period comparisons of our results of operations will not necessarily be meaningful for the foreseeable future.

    Investors Should Consider The Impact of "Penny Stock" Regulations.  If the market price of our shares falls below $5.00, the sale of those shares would be regulated by certain "penny stock" rules adopted by the Securities and Exchange Commission. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national exchanges or listed on the NASDAQ system). Currently, our stock is a "penny stock" within the meaning of Rule 15g-9 and the Penny Stock Reform Act of 1990; however, we expect to remove it from this designation upon successfully gaining a listing of our stock on the NASDAQ system. The penny stock rules require a broker-dealer prior to a transaction in a penny stock not otherwise exempt from the rules to deliver a risk disclosure document that provides information about the nature and level of risk in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer, and its sales person in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity and the secondary market for a security that becomes subject to the penny stock rules. If the shares become subject to penny stock rules, investors in this Offering may find it more difficult to sell their shares.

    We Are Subject to Intense Competition.  The development and marketing of digital video storage and surveillance products is highly competitive. Many of our competitors have competitive advantages, including established positions in the market, brand name recognition, greater financial, technical, marketing and managerial resources and established strategic alliances. Further, our competitors may succeed in developing products or technologies that are more effective than ours, or that make our products and technologies obsolete. The market for our products may not develop and be as large as we anticipate, with customers gravitating to product solutions that we do not produce. In addition, an end user of our products can choose CCTV systems that are analog in nature and can be configured to provide many of the same solutions as products produced by us. We believe the digital technology inherit in our products has major advantages over the analog CCTV technology. However, customers may be slow to accept this newer digital technology because of its lack of a proven track record. Many of our competitors, such as Javelin, Prism, Telesite and Sensormatic are better financed and more entrenched in the market than us, with superior distribution channels. Further, some of these competitors produce a more comprehensive product line that may give them an advantage in selling products competitive to ours. We believe that our products offer better functionality and higher quality video than our competitors' products, but there is no assurance that the market will share this belief.

    We May Not Be Able to Protect Our Proprietary Intellectual Property Rights.  Our ability to compete effectively in our markets will depend, in part, on our ability to protect the proprietary nature of our technology through copyright, trademark or patent applications, agreements with third parties, including license and confidentiality agreements, and trade secret policies and procedures. We have applied or are applying, as the case may be, for both copyright protection for the designs integrated into our products and trademark protection for some of the trade identifiers for our products. We have also taken steps to keep the designs for our products confidential, protected trade secrets. Toward this end, our normal policy is to enter into confidentiality agreements with our business partners, employees, contractors and others. We have also instituted steps in our operations to make sure our designs are kept confidential. In addition, although we have not applied for patent protection at this time, we plan to apply, where appropriate, for patent protection of some of our intellectual property. While we have taken actions to protect our proprietary assets, no complete protection is ever available. The agreements that we enter into with third parties may not effectively prevent disclosure of our confidential information and may not provide us with an adequate remedy in the event of unauthorized disclosure of such information. If employees or collaborators develop products independently that may be applicable to our products under development, disputes may arise about ownership of proprietary rights to those products. Those products will not necessarily become our property, but may remain the property of those persons. Protracted and costly litigation could be necessary to enforce and determine the scope of our proprietary rights. Our failure to obtain or maintain intellectual property protection, for any reason, could have a material adverse effect on our business, financial position and results of operations. Investors in this Offering will have to make a judgment upon the experience and abilities of our management and employees as opposed to any valuation based on our intellectual property. Competition in our markets is intense and our competitors may independently develop or obtain patents on technologies that are substantially equivalent or superior to our technology. We could incur substantial costs in defending intellectual property infringement lawsuits brought by others and in prosecuting intellectual property lawsuits against third parties who may infringe our rights. Intellectual property rights, by their nature, are uncertain and involve complex legal and factual questions. We may unknowingly infringe on the proprietary rights of others and may be liable for our infringement, which could cost us significant amounts. We are not aware of any third party intellectual property rights that would prevent our use of our technology, although rights of that type may exist. If we infringe on the intellectual property of another party, we could be forced to seek a license to those intellectual property rights or alter our products or processes so they no longer infringe on the rights of the third party. If we are required to obtain a license to another party's proprietary rights, that license could be expensive, if we could obtain it at all.

An Investor's Purchase of Stock In This Offer Will Be Subject To Dilution And There Will Be Disparity in Price Paid for Shares. To attract and retain management to operate and grow, we have instituted a number of executive compensation plans under which we have granted restricted stock or stock options to employees and key contractors for continued service in the Company. We have granted 706,000 shares under our restricted share plan to key personnel. We paid our Chief Executive Officer, Gunther Than, 300,000 shares of stock in exchange for a restrictive non-compete covenant and other concessions contained in a binding employment agreement, and awarded Mr. Than 250,000 shares and an option to purchase an additional 250,000 shares for $2 per share. We are receiving substantial value for issuing these shares from Mr. Than and the other key personnel to which we have issued shares in exchange for services and incentives, and would not be able to build significant shareholder value without this investment. Without assigning a value to these services and incentives gained from issuing this stock, the basis of the key personnel in this stock is less than $.01 per share, as compared with the offering price. Our management, including directors and officers own 2,427,640 shares of the Company's common stock which they either received as executive compensation or received when the Company acquired a company in which they held founder shares, which were acquired for less than $.01 per share. Depending on the amount of the proceeds from this offering, significant dilution will be experienced by new investors.

    We Cannot Assure The Payment of Dividends.  We have never paid dividends. There can be no assurance that sufficient funds will be available to pay dividends. We have no intention of paying dividends at this time because we do not have sufficient funds to pay dividends; however, this is subject to reconsideration by the Company's Board of Directors. We intend to use profits, if any, to expand operations and to further develop operations, instead of using such funds for dividend purposes.

    We Have Arbitrarily Established The Offering Price for Our Securities.  We have determined the offering price of our shares based on our estimate of the Company's earnings potential over the next five years. We make no representations that we will generate such earnings and there can be no assurance as to when we will generate such revenues and earnings, if ever. The offering price is largely arbitrary and does not necessarily reflect our asset value, net worth, present earnings, cash flow or any other established criteria of value. The offering price of our shares may or may not be an indication of their value or the value of the Company or their future value or the future value of the Company.

    We Depend on Management and Other Key Personnel.  We depend on the efforts and abilities of our officers, directors and certain key employees. If we lose the services of one or more of those persons, that loss could have a material adverse effect on our operations. Our continued success will be dependent upon our ability to hire, train and continue to retain qualified personnel to serve on our staff. We do not presently have key man insurance on our executives, although we plan to acquire such insurance soon. Our President & CEO, Gunther Than, has held management positions with large corporations with responsibilities for computer systems. Our Senior Vice President for Corporate Development, Bruce Lesniak, has held senior management positions with ADT Security Systems, which is a division of Tyco Corp., and is generally regarded as the largest security systems integrator and servicer in the U.S. and one of the largest abroad. David Bruggeman, our Vice President for Engineering, and John Curran, our Vice President of Manufacturing, have held management positions with large electronic product and assembly companies. Prior to joining the Company, Andrew Jiranek, our Vice President, Secretary and General Counsel, was corporate counsel to several large corporations producing electronic components and offering computer systems integration services. Thus, our management has substantial experience in related industries and have demonstrated success within these industries; however, there can be no assurance that they will be able to duplicate that success in this company and in this rapidly developing market and industry.

The Board of Directors and Management's Liability to the Company and Its Shareholders for Monetary Damages Is Limited. The Board of Directors and Officer's liability to the Company and its shareholders for errors in judgment and for other acts or omissions is limited by the Articles of Incorporation of the Company. In addition, the Articles of Incorporation of the Company provide for indemnification of the Directors and Officers of the Company by the Company for certain liabilities. Consequently, shareholders will have limited rights of action against the Officers and Directors of the Company. We do not currently provide liability insurance for our officers and directors.

We Are Controlled by Existing Shareholders and There Is A Possibility of Lack of Independence by Directors. The Chairman of the Board of Directors is Gunther Than, who is also the President and CEO of the Company. Mr. Than is also the largest shareholder of the corporation, owning, together with his wife, 27% of the corporation's stock and, therefore, has considerable control over the election of directors. There are three (3) other board members, and they are independent. Shareholders must expect that Board decisions could be self-serving. Following the results of this Offering, Management, including officers and directors, and existing shareholders will continue to exercise substantial control over the Company.

    We Could Experience Delay in Payments From Our Customers.  We are dependent upon reasonably prompt payments from our customers to include large commercial businesses, government bodies and other contracted parties. Delays or disputes may materially affect our cash flow and place our operations in substantial jeopardy. We are not certain we can obtain bank lines of credit for financing receivables, if needed, or that the terms of such credit would be reasonable or affordable.

    We Are Subject to Risks From Government Regulation.  We expect to be subject to a variety of governmental jurisdictions and numerous regulations that stem from proposed activities in surveillance. Security and surveillance systems, including cameras, raise privacy issues. Our products involve both video and audio, and add features for facial identification, and the regulations regarding the recordation and storage of this data are uncertain and evolving. In addition, the systems are intended to function as security devices, and their malfunction may trigger liability concerns. Our efforts that are required to comply with existing regulations and avoid liability are further compounded by the fact that such regulations are being imposed, in part, by government agencies who are in the process of formulating regulations and controls. We cannot predict the extent to which our revenue and operations will be affected by such activity until contracts have actively been secured and applicable regulations specified.

    Market Acceptance of Our Products is Uncertain.  Based on our market research, we believe that there is great market demand for the SecureView™ line of products, including our VCR replacement devices. However, we have received limited sales of these products to date. We believe our Internet enabled, web-based CareView product will provide a much-needed service to day care centers and assisted living centers for senior citizens. We further believe that the products we are developing for the low-end market, which permits remote access to cameras, will have mass appeal in the retail market through such distribution points as CompUSA and BestBuy. We are spending significant engineering resources to design, develop and test these systems. There is no assurance that the markets will develop as we anticipate. Further, there is no assurance that we will be able to recoup our design, development and production expenses out of these products. In addition, we are devoting resources to developing the additional capability to provide design-engineering services out of our ETMC subsidiary. While our market research indicates that there is great demand for these types of services, the competition for this business is significant, and there is no assurance that ETMC will be able to compete effectively and establish itself in this market.

    Certain Stockholders Have Voting Control.  Stockholders of the Company are not entitled to cumulative voting rights. Consequently the election of directors on all other matters requiring stockholder approval will be decided by majority vote, except as otherwise provided by law. Assuming all of the Shares offered hereby are sold, after the offering, present shareholders will own a majority of the outstanding Common Stock. Thus, such shareholders will be in a position to substantially control the election of our Board of Directors of the Company and the management and policies of our Company.

    The Future Sale of our Common Stock Could Pose Investment Risks.  The market price of our Common Stock could drop as a result of sales of the Common Stock (including the Shares) in the market after this offering, or the perception that such sales could occur. These factors could also make it more difficult for us to raise funds through future offerings of our Common Stock. There will be a total of 8,686,930 shares of Common Stock outstanding immediately after this offering, assuming the sale of all the Shares (and also assuming no exercise of outstanding options). In the summer of 1998, the Company had a number of stock splits, bringing its issued and outstanding shares to 2,000,000 shares, all of which became free trading pursuant to trades executed in compliance with Rule 144(k) of the Securities Act of 1933 and the Company's Form 211 filing pursuant to Rule 15c-211 of the Securities Exchange Act of 1934 and NASD Rule 6740. We issued 2,013,333 shares in connection with our acquisition of the stock of RealView Systems, Inc, which shares were restricted within the meaning of Rule 144 and we issued 666,667 shares of free-trading stock pursuant to our Rule 504 offering that closed February 8, 1999. We issued additional shares in connection with the February 25, 1999 acquisition of Xyros (150,000 shares) and the May 25, 1999 acquisition of ETMC (420,000 shares). Finally, we have issued restricted stock in connection with 2 Rule 506 offerings and 4 isolated investment transactions and we have issued warrants to 2 individuals and one company in exchange for services. Currently, we have a public float of 2,666,667 shares that are tradeable on the NASD OTC BB, and many issued and outstanding shares which are "restricted securities" as defined by Rule 144 promulgated by the SEC under the Securities Act, which restricted securities cannot be resold without registration except in reliance on Rule 144 or another applicable exemption from registration. In general, under Rule 144 a person (or persons whose shares are required to be aggregated), including any affiliate of the Company, who beneficially owns restricted shares for a period of at least one year is entitled to sell within any three-month period shares equal in number to the greater of (I) 1 percent of the then-outstanding shares of Common Stock or (II) the average weekly trading volume of the same class of shares during the four calendar weeks preceding the filing of the required notice of sale with the Commission. The seller must also comply with the notice and manner of sale requirements of Rule 144, and there must be current public information available about the company. In addition any person (or persons whose shares are required to be aggregated) who is not, at the time of sale or during the preceding three months, an affiliate of the Company and who has beneficially owned restricted shares for at least two (2) years can sell such shares without regard to notice, manner of sale, public information or the volume limitations described above. Shares of Common Stock will be eligible for resale under Rule 144 after the other requirements of Rule 144 are met. The holding period is important because the subsequent sale of restricted Rule 144 securities may, at least temporarily, depress the market price of shares sold in this Offering. In addition, we have issued 706,000 shares under our Restricted Share Plan as a way of attracting and retaining executives and key personnel. These shares were issued under Rule 701 promulgated by the SEC, which sets forth an exemption for having to register shares under the 33 Act. In general, these securities may not be traded until 90 days following the time the Company becomes fully reporting under the Securities Exchange Act of 1934, which was October 12, 1999, for the Company. This Rule 701 holding period is important because the subsequent sale of restricted 701 securities may, at least temporarily, depress the market price of shares sold in this Offering. We cannot predict the effect, if any, that future sales of restricted shares of Common Stock or the availability of such Common Stock for sale will have on the market price of the Common Stock prevailing from time to time.

    Our Insurance May Not Cover All Future Liabilities.  We intend to carry commercial, general liability, and comprehensive insurance on our operations, including fire, liability, extended coverage, other casualty insurance and key man insurance. There may be risks that are uninsurable on terms that we believe to be economic. In addition, losses may exceed amounts on the policies.

    We May Have Problems As A Result of The Year 2000 Issue.  We have taken steps to ensure our systems are capable of properly utilizing dates beyond December 31, 1999 (the "Year 2000" issue). We are also seeking to work with our customers, suppliers and other service providers to ensure that their systems are Year 2000 compliant. Even though our internal systems are not materially affected by the year 2000 issue, we could be affected by disruptions in the operation of the persons and entities with which we interact or year 2000 disruptions that affect our customers There can be no assurance that customers or suppliers will successfully implement Year 2000 compliant systems and there is a worst case scenario in which our systems may be determined to be non-compliant because of the integration with non-conforming systems. In the event that numerous or significant customers or suppliers do not successfully implement Year 2000 compliant systems, our operations could be materially and adversely affected. We rely on computer systems, applications and devices in operating and monitoring all of the major aspects of our business, including financial systems (such as general ledger, accounts payable and payroll modules), customer service, networks and telecommunications equipment and end products. Despite our efforts to address the impact of year 2000 on our internal systems and operations, we may suffer a material disruption of our business, which could have a material adverse effect on our financial condition and results of our operations.

    Our Industry is Subject to Rapid Technological Change.  Our operating results will depend to a significant extent on our ability to successfully introduce our products and improve the SecureView^TM line of products. Digital video surveillance and security products, such as the SecureView line of products, are new to the market, they are replacing older analog CCTV systems, and they are evolving with the addition of security system features and the quality of the storage and transmission of the digital video. Accordingly, our ability to compete successfully in our markets will depend on a number of factors, including our ability to identify emerging technological trends within our markets, develop and maintain competitive products, enhance our products by adding innovative features that differentiate them from our competitor's products, bring products to market on a timely basis at competitive prices and respond effectively to new technological changes or new product announcements by others. We believe we will need to make continuing significant expenditures for research and development in the future. We may not be able to successfully develop new products or, if we do, the market may not accept those products. Computer technology is relatively new to the security industry, and, as such, the industry may be slow to adopt this technology, being unsure of its unproven nature. Therefore, there is a risk that there will be slower than anticipated market acceptance of the Company's digital technology.

    We are Controlled by Our Executive Officers and Directors.  Our executive officers and directors beneficially own approximately 40% of the Common Stock. After this offering, they will own over 30% of the Common Stock, even assuming the sale of all the Shares. As a result they will have substantial influence over our operations and on the outcome of matters submitted to our stockholders for approval. In addition, their ownership of such a large portion of the Common Stock could discourage the purchase of our Common Stock by potential investors, and could have an anti-takeover effect, possibly depressing the trading price of our stock.

We Are Dependent On The Proceeds of This Offering And We Will Need Additional Capital. Based on our current expenditure rate, we believe we will need additional financing and the success of our business strategy will be dependent on our ability to access equity capital markets, borrow on terms that are financially advantageous to us, and realize sales revenue growth. We have no external source of financing and we have not received any commitment for any funds we may need in the future. We may not be able to obtain funds on acceptable terms. If we fail to obtain funds on acceptable terms, we may be forced to delay or abandon some or all of our business plans, which could have a material adverse effect. If we are unable to obtain additional capital, we also may not have sufficient working capital to finance acquisitions, pursue business opportunities or develop products. If we borrow money, we could be forced to use a large portion of our cash reserves to repay it, including interest. If we issue our securities for capital, your interest and the interests of the other then-current shareholders could be diluted.

This Offering is a Best-Efforts, Minimum/Maximum Offering and We May Not Be Able To Sell The Maximum Amount of Shares. We are conducting this offering directly from the Company, without the assistance of an underwriter. We are seeking to sell a minimum of 50,000 shares or a maximum of 1,000,000 shares directly from the Company. In addition, the Selling Shareholders will have 691,727 of their shares and 454,000 of their shares after exercising the Warrants and will be selling their shares which could depress the share price of the stock and effect our ability to sell the maximum amount we are seeking to sell directly from the Company. To achieve all of the objectives of our business plan, we need to sell all 1,000,000 shares and the Selling Shareholders will need to exercise all of the Warrants. If we sell less than the maximum amount of shares, or the Selling Shareholder exercise less than the total amount of Warrants, we may not be able to achieve all of the objectives of our business plan and may be forced to cancel the offering and/or raise additional equity capital through sales of securities at prices less than the price shares are being sold in this offering.

If We Discover Product Defects, We May Have Product-Related Liabilities That May Cause Us To Lose Revenues Or Delay Market Acceptance of Our Products. The hardware and software for our products are complex and may contain errors, defects and "bugs." We have detected those kinds of errors, defects and bugs in the past and have corrected them as quickly as possible. Correcting any defects or bugs we discover in the future may require us to make significant expenditures of capital and other resources. Despite our continuing tests, users may find errors or defects in our products that could cause additional development costs or result in delays in (or loss of) our market acceptance. Our products are sold into markets that are extremely demanding of robust reliable, fully functioning products. Therefore, delivery of products with production defects or reliability, quality or compatibility problems could significantly delay or hinder market acceptance of such products, which could damage our credibility with our customers and adversely affect our ability to retain our existing customers and to attract new customers. Moreover, such errors, defects or functional limitations could cause problems, interruptions, delays or a cessation of sales to our customers. Alleviating such problems may require significant expenditures of capital and resources by us. Despite testing by us, our resellers or our customers may find errors after commencement of commercial production, resulting in additional development costs, loss of, or delays in market acceptance, diversion of technical and other resources from our other development efforts, product repair or replacement costs, claims or the loss credibility with our current or prospective customers.

    Our Stock Price May Be Volatile.  In recent years the stock market in general, and the market for shares of high technology companies (such as ours) in particular, have experienced extreme price fluctuations. In many cases these fluctuations have been unrelated to the operating performance of the affected companies. The trading price of our Common Stock, including the Shares, may be subject to extreme fluctuations in response to both business-related issues (such as quarterly variations in operating results, or announcements of our new products or our competitors) and stock market-related influences (such as changes in analysts' estimates, the presence or absence of short-selling of our Common Stock and events affecting other companies that the market deems to be comparable to us). We are currently traded and quoted on the NASD OTCBB and our stock is thinly traded. As such, trades of relatively small amounts of shares can have a significant effect on our stock prices both up and down.

    This Prospectus Contains Forward-Looking Statements.  We have included forward-looking statements in this Prospectus, which are statements of events we expect to happen in the future. The forward-looking statements are based on our management's beliefs, as well as assumptions they have made based on currently available information. Words such as "anticipate," "believe," "estimate," "plan," "expect," "intend" and words or phrases of similar import, as they relate to us or our management, are intended to identify forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the statements, including, but not limited to, the following: the our ability to meet our cash and working capital needs, our ability to successfully market our products, and other risks detailed in our periodic report filings with the Securities and Exchange Commission. Actual results of our operations could differ materially from our historical results of operations and those discussed in the forward-looking statements and forward-looking statements should be read in light of these factors.

    We Have A Short Market History.  There has not been a large public market for our equity securities, although our Common Stock has traded on the over-the-counter market since July 1998. We intend to apply for listing on the NASDAQ National Market system. We do not know the extent to which investor interest in our stock will lead to the development of a substantial and active trading market or how liquid that market might be. Management based on their best estimate of our prospects at this time determined the offering price for the Shares arbitrarily. You may not be able to resell your Shares at or above the price you pay for your Shares.

    We Have an Unproven Product and We Operate in a Developing Market.  The SecureView line of products are based on digital technology which has undergone rapid advancement to the point where our products are just now providing real customer surveillance and security solutions. We have refined the basic inherit digital technology by adding additional functions and recently concluded the development of SecureView-4 which incorporates alarm inputs, outputs and relays. Our success will depend largely on our ability to refine and continue to develop the SecureView line of products. If the SecureView line of products does not achieve significant market acceptance and usage, our business, results of operations and financial condition could be materially and adversely affected. The market for analog CCTV systems is relatively mature; however, the introduction of digital technology is changing the marketplace for CCTV systems. As is typical of new and rapidly evolving markets, demand for (and market acceptance of) products and services that have been released recently or that are planned for future release are subject to a high level of uncertainty. If the markets for the SecureView line of products fail to develop, develop more slowly than we expect, or become saturated with products of other competitors, or if the SecureView line of products does not achieve market acceptance, our business, results of operations and financial condition could suffer. Our markets are highly dependent on dependable security systems that are not computer based. A number of critical issues concerning integration of computer systems into security systems, including security, reliability, capacity, costs, ease of use, access, quality of service and acceptance of advertising remain unresolved and may retard the growth of digital video security and surveillance products.

We are Dependant on the Continued Adoption of Networks, Both Intranet and Internet. In addition to functioning across networks and dial-up phone line access, we intend to provide or license products for use on Internet systems. Therefore, we will be dependent on the development of those systems. The organizations adopting networks may not want users to communicate over those systems. Our products may not appeal to organizations that use networks.

    We Will Need to Manage Our Growth.  We hope and expect to grow rapidly, both in the rate of our sales and operations and the number and complexity of our products, product distribution channels, and product development activities. Several members of our key management team only recently joined us, and integration of those persons into a cohesive management unit may be problematic. Our growth, coupled with the rapid evolution of our markets, has placed, and is likely to continue to place, significant strains on our administrative, operational, technical and financial resources and increase demands on our internal management systems, procedures and controls. If we are unable to manage future growth effectively, our business, results of operations and financial condition could be materially adversely affected.

    We May Be Subject to Risks Associated with Global Operations.  We only recently began to concentrate on developing international sales. As a result, we could derive substantial portions of our revenues from customers outside the United States. Our ability to expand products and services internationally would be limited by the general acceptance of the Internet and intranets in other countries. In addition, international operations are subject to a number of risks, including costs of localizing products and services for international markets, dependence on independent resellers, multiple and conflicting regulations regarding communications, restrictions on use of data and internet access, longer payment cycles, unexpected changes in regulatory environments, import and export restrictions and tariffs, difficulties in staffing and managing international operations, greater difficulty or delay in accounts receivable collection, potentially adverse tax consequences, the burden of complying with a variety of laws outside the United States, the impact of possible recession prone environments and economies outside the United States and political and economic instability. Furthermore, we expect that our export sales would be denominated predominately in United States dollars. Therefore, an increase in the value of the United States dollar relative to other currencies could make our products and services more expensive and potentially less competitive in international markets.

    Few of Our Shareholders Are Subject to Restrictions on Reselling Their Stock.  With the exception of 250,000 shares owned by Lawrence Seiler, a Sales Manager and former sole shareholder of ETMC, or permitted transferee of Lawrence Seiler, our current stockholders have not entered into any agreements which restrict their ability to sell or otherwise dispose of their Common Stock. As a result, our stockholders will be able to sell any and all of their shares of Common Stock, subject only to applicable federal securities laws. Sales and distributions of substantial amounts of Common Stock in the public market, whether by reason of this Prospectus or by the same or other shareholders, could adversely affect the prevailing market prices for our securities.

Technical And Quality Difficulties Could Impede Market Acceptance Of Our Video Monitoring Products Which Would Limit Our Growth. Due to bandwidth constraints, our video monitoring products transmit video over a plain old telephone system, which is known as POTS, at a frame rate and resolution that are significantly less than the frame rate and resolution of standard closed circuit TV monitors. Furthermore, our video monitoring products transmit audio over a POTS line with a fidelity that is often less than toll quality and that degrades in the presence of background noise. The POTS infrastructure varies widely in configuration and integrity, which can degrade, make unreliable or even eliminate the digital connections between our video monitoring products. The security industry demands a high degree of quality, robustness and reliability of its products. Actual or perceived technical difficulties or insufficient video or audio quality could cause our existing customers to forego future purchases or cause potential customers to seek alternative solutions, either of which would limit the growth of our business.

Our Markets Are Subject To Rapid Technological Change And We Depend On New Product Introduction In Order To Maintain And Grow Our Business. Digital video monitoring is an emerging market and is characterized by rapid changes in customer requirements, frequent introductions of new and enhanced products, and continuing and rapid technological advancement. To compete successfully, we must continue to design, develop, manufacture and sell new and enhanced products that provide increasingly higher levels of performance and reliability and lower cost, take advantage of technological advancements and changes, and respond to new customer requirements. Our success in designing, developing, manufacturing and selling such products will depend on a variety of factors, including: —the identification of market demand for new products; —product selection; —timely implementation of product design and development; —product performance; —cost-effectiveness of products under development; —effective manufacturing processes; and —the success of promotional efforts. We have in the past experienced delays in the development of new products and the enhancement of existing products, and such delays will likely occur in the future. If we are unable, due to resource constraints or technological or other reasons, to develop and introduce new or enhanced products in a timely manner, if such new or enhanced products do not achieve sufficient market acceptance or if such new product introductions decrease demand for existing products, our operating results would decline and our business would not grow.

If We Do Not Develop And Maintain Successful Partnerships, We May Not Be Able To Successfully Market Our Solutions. We are entering into new market areas and our success is partly dependent on our ability to forge new marketing and engineering partnerships. Digital monitoring and security systems are extremely complex and no single company possesses all the required technology components needed to build a complete end-to-end solution. Partnerships will be required to augment our development programs and to assist us in marketing complete solutions to our customer base. We may not be able to develop such partnerships in the course of our product development. Even if we do establish the necessary partnerships, we may not be able to adequately capitalize on these partnerships to aid in the success of our business.

    Acquisitions, Which Are Inherently Risky, Are Part Of Our Growth Strategy.  As part of our growth strategy, we may make acquisitions of, or significant investments in, businesses that offer complementary products, services and technologies. Any future acquisition or investment may result in the use of significant amounts of cash, issuances of equity securities that could dilute current equity positions, incurrence of debt and amortization of expenses related to goodwill and other intangible assets. In addition, acquisitions involve numerous risks, including: —the difficulties in the integration and assimilation of the operations, technologies, products and personnel of an acquired business; —the diversion of management's attention from other business concerns; —the availability of favorable acquisition financing for future acquisitions; —the potential loss of key employees from either our pre-existing businesses or any acquired business; and —the assumption of liabilities of any acquired company. Our inability to successfully integrate any acquired company could adversely affect our business.

We Need To Expand Our Management Systems And Hire And Retain Key Personnel To Support Our Products. The development and marketing of our video monitoring products will continue to place a significant strain on our limited personnel, management and other resources. Our ability to manage any future growth effectively will require us to successfully attract, train, motivate, retain and manage employees, particularly key engineering and managerial personnel, to effectively integrate new employees into our operations and to continue to improve our operational, financial and management systems. Our failure to manage growth and changes in our business effectively and to attract and retain key personnel could limit our growth and the success of our products and business. Further, we are highly dependent on the continued service of and our ability to attract and retain qualified technical, marketing, sales and managerial personnel. The competition for such personnel is intense, particularly in the Baltimore-Washington area where our engineering and production facilities are principally located. The loss of any key person or the failure to recruit additional key technical and sales personnel in a timely manner would have a material adverse effect on our business and operating results. We currently we do not maintain key person life insurance policies on any of our employees.

NOTE: IN ADDITION TO THE ABOVE STATED RISKS, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY ANTICIPARED BY MANAGEMENT. IN REVIEWING THIS DISCLOSURE DOCUMENT, POTENTIAL INVESTORS SHOULD KEEP IN MIND OTHER POSSIBLE RISKS THAT COULD BE IMPORTANT.

DESCRIPTION OF OUR BUSINESS

The following description of our business should be read in conjunction with the information included elsewhere in this Prospectus.

Organization and History

    We incorporated under Florida law on January 26, 1989. We were dormant in operations until the fall of 1998, when we began organizing activities, raising funds, purchasing working assets, hiring staff, designing computer software and hardware and establishing a corporate identity. During the months that followed start-up of active operations, we began intensely developing a product line of digital video systems for security and surveillance. Shortly thereafter we acquired three businesses. We began making our first sales of the prototypes of our security and surveillance products in March 1999.  By the third quarter ended September 30, 1999, we had begun earning substantial revenues. Since inception of active operations, we have focused our business on the development, production and sale of a line of digital video products for surveillance and security applications. Through ETMC, we also offer electronic component manufacturing, testing and engineering design services.

Acquisitions

    Our acquisitions of three businesses during our development stage have strengthened significantly our ability to deliver superior products and services to the market. On October 6, 1998, we acquired all of the outstanding stock of RealView Systems, Inc. ("RealView"), a Colorado corporation, pursuant to an exchange whereby shareholders received 1.33 shares of non-registered, newly issued restricted Company stock in exchange for 1 share of RealView stock. RealView had developed a software program for use in the real estate market, and had achieved limited sales of this software program. RealView's software program used some innovative image software compression techniques, which we believed we could further develop for use with View Systems products. RealView had a license agreement with a related company, View Technologies, Inc., to license its compression software for use in non-medical markets. We have relationships with scientists that we believe we can employ for the Company's benefit.

    On February 25, 1999, the Company acquired all of the issued and outstanding shares of Xyros Systems, Inc., a privately held Maryland corporation, through a share exchange whereby 150,000 of the Company's non-registered, restricted stock was exchanged for all of the shares of Xyros Systems, Inc. Xyros had developed a product called the RM-1600, which permitted remote monitoring and storage of video captured by video cameras. We believed the engineering in Xyros's products was superior and that we could improve upon it to make a line of even better products. Because it had devoted substantially all of its resources to research and development, prior to acquisition, Xyros had achieved limited sales of its products and had an accumulated earnings deficit of $91,155.00 through December 31, 1998. The Company absorbed much of the Xyros staff and all of Xyros' intellectual property, integrating the engineering from the RM-1600 products into the SecureView™ line of products.

    On May 25, 1999, the Company acquired all of the stock of ETMC in exchange for 250,000 shares of the Company's stock and cash payments or guaranties of cash payments to or for the benefit of ETMC's sole shareholder, Larry Seiler. ETMC is a manufacturer of electronic hardware and assemblies and had been operating in excess of 15 years. ETMC provides us with a captive manufacturer, as well as additional assets and revenues. ETMC is implementing a quality control plan which is in compliance with the requirements of ISO 9002 and has consistently maintained high quality control standards in its contract production work for large commercial and governmental entities, having maintained certification under MIL-I-45208 and MIL-STD-2000. Through the acquisition of ETMC, we can better demonstrate our ability to meet large orders of our products, to control the quality of our products, to manage our inventory, and to support our products.

Past Financing

    From our incorporation in Florida in January 1989, to October 1998, our operations were minimal, after which we began further organizational, capital formation and product development activities. In the spring of 1999, we introduced the first prototypes of our products to market and by the third quarter ended September 30, 1999, we were earning significant revenues. We have 50,000,000 shares of common stock authorized, $.001 par value, and this is our only class of stock. As of the date of this Prospectus, we have 7,232,930 shares issued and outstanding.

    We have financed our operations through private placements of securities. In November 1998, we commenced an offering of securities pursuant to Rule 504 of Regulation D, which we closed in February 1999, after we sold the maximum of 666,667 shares at 1.50 per share, for a total of $1,000,000 to the Company. On August 8, 1999, we commenced an offering of securities under Rule 506 of Regulation D, which we closed on August 18, 1999, after having sold 132,000 shares at $2.00 per share, for a total of $262,000 to the Company. Thereafter, we sold 300,000 shares in isolated transactions for at a price of $1.00 per share for a total of $310,000 (including forgiveness of $33,000 in accrued and unpaid interest) to the Company. On November 11, 1999, we commenced an offering of 1,000,000 shares under Rule 506 of Regulation D. On January 8, 2000, we closed this offering after having sold 285,727 shares, at a price of $1.75 per share for a total of $500,026 to the Company. All shares have been sold to qualified and/or accredited investors. On January 10, 2000, we commenced an offering under Rule 506 of Regulation D to a very limited number of qualified institutional investors. We have not sold any shares in this offering.

Products

    We have developed CCTV systems, which take the video output from cameras, digitizes it, stores the video images and transmits the video across local area computer networks or dial-up phone line connections for remote or local access. The result is a line of products, which permit cameras to be remotely monitored, and the video captured by those cameras to be stored for later retrieval and review. We have been improving the quality of the video, refresh rates and storage capabilities of our digital systems through engineering work, including, without limitation, innovative compression software routines. We are also adding features to our systems, which expand system capabilities; making the systems better overall security and surveillance systems that provide expanded customer solutions. In July 1999, we introduced to market the SecureView—4, which is a system that takes 4-camera inputs, and provides 4 alarm inputs, 4 outputs, and 4 relays. In many ways the SecureView-4 embodies all of the engineering development work of the Company (including the companies we have acquired) to date.

SecureView™

    SecureView™ is a line of digitally recorded, remote monitoring systems that allow a user to view its existing closed circuit television (CCTV) system from any location in the world. Even using standard telephone lines, a SecureView™ user can dial into his CCTV system and view the video (and audio) output from the system's cameras. These systems store video output on computer hard discs, rather than cumbersome VCR tapes, for easy retrieval real time or at a later date. By storing to computer hard disc, these systems significantly improve the way the video is accessed. The images can be stored and retrieved selectively dependent on events and other triggers from sensing devices such as motion detectors. The systems are also programmable, in the sense that they can be pre-set to take certain actions when certain events are sensed in the surveillance area. For example, they can be programmed to begin recording when motion is sensed in a surveillance area or to notify the user if the system is not functioning properly. The SecureView™ systems come standard with 28 days storage, without the burden of handling and storing multiple VCR tapes. SecureView™ allows the user to retrieve images through the use of sequenced indexing, a more efficient review mechanism than that used with a VCR, where a user must search an entire tape to review a critical event, often fast forwarding and rewinding. In addition, our digital systems employ video data compression saving space and time for transmission on low bandwidth channels such as plain telephone twisted pair wiring.

    The SecureView™ Line of Products is Feature Rich:

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Remotely monitor any number of locations from your PC



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Connects to your existing Closed Circuit Television system (CCTV) if you already have one



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Uses any and all of the communications protocols such as standard telephone lines, LAN/WAN, ISDN, T1 etc. for signal transfer



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Video can be monitored 24 hours a day by a security monitoring center including such automated features as GuardTour™



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Independent unattended video recording from timer or other activation event



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Allows uninterrupted "2-way" audio transmission while switching, controlling and monitoring up to 16 cameras per unit



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Advanced Digital compression transmits high resolution frames of video dependent on the connection



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Digital storage on the systems hard drive provides high resolution recording and viewing even in remote playback



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Local & remote recording, storage & playback for up to 30 days is available



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ZoomView provides instant 2x, 3x, 4x zoom capability within the cameras field of view with just a click of the mouse



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Allows you to select between "Continuous Recording" or "Guard Tour" for up to seven days



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Guard Tour allows a user to set the system to automatically review in desired sequence cameras that are installed around a surveillance area and provides the option to time and date stamp camera sequence



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Provides remote software and system programmability



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Remotely monitors itself to insure system functionality with alert messages in the event of covert or natural interruption



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The deployable (mobile) Secure-View™8D features 8 input channels.



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Pan, tilt and zoom camera control.



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Modular expansion system configuration allows you to purchase only what you need now and add on later



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System detects and alerts user to image-loss detection.



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Image detail control for faster frames or more detail of image.



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ROI (region of interest) feature control



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Real-time image "snap-shot" storage & printing.



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Video image scaling from "thumbnail" to full screen.



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Relay outputs to control external devices (e.g.: turning on the lights, sounding an alarm, or locking a door—when the unit receives a signal from a motion sensor or button).

    There are many benefits to the SecureView™ line of products, including:

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Equipment cost reduction by utilizing your existing CCTV system



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Digital storage eliminates the need for costly VCRs, maintenance programs, and tapes



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Plug and play technology minimizes installation cost



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Enables you to visually access and monitor your business off site



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Security stamp (Watermark) on video assures Authenticity



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Adds higher level of employee security when connected to a 24 hour monitoring station

ViewStorage™

    ViewStorage™ is a VCR replacement device that fits existing analog CCTV systems. This storage device will record video output digitally, and it will store 7, or more, days worth of video output from cameras, without the burden of handling VCR tapes (typically 24 hours per tape). Video recording can be programmed for continuous recording, timed "Guard Tour" recording, or event driven recording. Unlike images stored on tape, images stored on this VCR replacement device do not degrade over time. It also does not require the on-going and expensive maintenance required by VCR recording devices. ViewStorage™ is modular in nature in that it can be expanded to add additional storage, up to an amount that meets the requirements of each particular customer. ViewStorage™ also has features that replace other CCTV security components, such as video multiplexers, sequencers, alarm controllers, and video switches. This product has a unique "camera and date/time filtering" feature which allows the user to immediately locate the video recorded on a camera at a given time and date. The user controls ViewStorage™ from front panel buttons or an infrared remote controller that controls the menu and setup options displayed on a video review monitor.

PlateView™

    PlateView™ is a license plate recognition system that uses industry leading optical character recognition technology to provide an additional means of identifying individuals in a surveillance area. This system can be integrated into an access control mechanism that can open gates or call an attendant to compare an identification made from other data, such as a driver's license, with the identification made with the license plate. In addition to identification through license plate recognition, law enforcement personnel can use this system to receive early warnings as to a number of items, including whether the occupants in a car being stopped have warrants out for their arrest, whether the license plate attached to a vehicle matches the vehicle's registration, or whether there is a current outstanding warrant for a vehicle's occupant's arrest.

FaceView™

    FaceView™ is a self-contained facial identification system using the most advanced biometrics technology to provide an access control system or an enhanced system for tracking individuals in a surveillance area. Using cameras installed in a surveillance area, this easy-to-use system captures an individual's face. The system then converts this facial information into a digital format that is then transmitted over phone lines to a computer processing unit that compares the captured facial information against a database of facial information, then delivers a quick and accurate identification if a match is found. This resulting information can be used to track and identify persons in a surveillance area.

    There are many market applications requiring identity confirmations. The need to know who is entering our work place,  schools, airports, even our country is critical. From an individual's face, FaceView allows you to compare virtually any visual characteristic of an individual against a predetermined approved database, and then allows the proper action to be taken in response to this comparison. FaceView's customizable format is easily adaptable for many applications. Listed are some of the applications utilizing this technology today: Access Control, Guard Enhancement/Replacement, Gate Watch, Time and Attendance, Criminal Identification, Terrorist Tracking, Vehicle tracking and Banking applications

    All facial identification applications can be performed remotely using our products. We license facial identification software for FaceView™ from our strategic partner, Visionics Corp. The advanced biometrics software developed by Visionics Corp. captures facial information from live video and creates audit trails, including components for automatic head finding, tracking, cropping, image quality control and matching, and acts as a search engine against a database of facial records and builds databases of time stamped facial records from live or recorded video, checking those records against a watch list, in real time

    The FaceView™ requires only one View Systems SecureView™ system, and a local PC workstation (or network server). SecureView™ enhances FaceView™ by allowing you to view your system from any location. One to four cameras on the SecureView™ system can be scanned continuously for facial images. When a face is detected in the field of view, the system processes the image and creates a "Faceprint" digital code of the face. This code is then compared against "Faceprint" digital codes previously stored in your database on the local PC workstation or other network component.

    Facial comparisons in conjunction with other double check methods such as Id card scans can trigger events to occur, such as, opening a door, turning on the lights, setting an alarm condition or notifying the PC operator (such as a security guard) of the event. From an attended PC workstation, the operator can also obtain additional profile information on the person identified, such as name, address, or their status. This aids in the determination of their eligibility for access. The user can set a "threshold" to determine how accurate the match must be so that there is a high confidence that the person has been identified accurately. FaceView™ can be programmed to interface with any system implementing compatible facial identification database software. The FaceView™ System will also play an important role in personal property protection, corporate access control and in the business security market.

CareView™

    Parent's rising concerns about the safety of their children at home with a baby sitter or nanny, in day care centers—as well as the treatment of a loved one in a nursing home—have created the need for a way of monitoring activities in these facilities. The Company is developing the CareView™ system as an ideal option for the "care" facility, which system should provide an additional revenue source for these facilities while at the same time providing the users of the systems the ability to monitor the care given to their loved ones. Using the CareView™ system, a user, be it a child's parent or a nursing home resident's child, can use the internet to access the day care center's Web Site and immediately view the video output produced by cameras installed at the "care" facility. More than reassurance, this "middle of the day" check on their child or loved one can be a way of marketing the facility to potential clients.

    For nursing and hospice care facilities, the CareView™ system allows family and friends to view loved ones when they are not able to be there, through 2-way audio capabilities—just by accessing the facilities' Web site. The functional features of the CareView product are:

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Closed Circuit Cameras (4 to 8 depending upon system purchased) grab video image.



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View Systems' SecureView™ acts as web server continually uploading video for access from the web.



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Communications Link: via the World Wide Web



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Parent or Guardian can view video & audio on their computer at home or the office (or from anywhere in the world), by using the proprietary View Web Browser, accessing the care facility's Web site, and entering their secure password.

How CareView™ Works

    Video cameras are installed around the care provider's public areas. The video is captured, compressed, stored and made available on the Web. An authorized user can access the video on their computer with the CareView™ Web Browser. Security is maintained by requiring the user's name and password to validate the authorization.

WebView™

    WebView™ is a low-priced retail product that allows a user to capture camera output from a limited number of cameras and view that output remotely via a connection to a server connected to the World Wide Web. It consists of a specialized PC card and software that is web enabled. These products are ideal for the consumer who would like a low cost way to monitor his/her assets remotely. We plan to distribute these products through major retail distributors such as Best Buy, CompUSA and Circuit City and through our corporate website, www.viewsystems.com.

End Users of Our Products

    Our family of products offers government and law enforcement agencies, commercial security professionals, private businesses and consumers a dramatically enhanced surveillance capacity utilizing innovative compression and decompression of digital inputs. It also offers a more efficient and economical method to store, search and retrieve historically stored data.

    Surveillance devices are common today and are used as a proven method for protection and risk management. They are routinely used in law enforcement, residential, commercial, and industrial applications. The most common surveillance systems used today capture video and sound data and then transmit them to a VCR where the information is monitored and stored in tape format. This provides a historical record that could then potentially be used for information, identification, legal or insurance purposes.

    The most common systems for the real-time transmission of video data is the analog closed circuit television (CCTV) system. This requires cabling between the data generator (some type of camera) and a tape recording device (a VCR) at the receiving end for archiving. However, VCRs are expensive to maintain, tape images degrade over time and tapes are burdensome to store. VCRs are also inefficient to search and review images post-incident. This type of video/sound recording is not compatible with remote access because there are significant time delays and prohibitive costs associated with recording analog data on tape, transmitting or hand-carrying it and later accessing it. Thus, much of the information captured by an analog CCTV system, becomes stale and unusable to make immediate critical decisions.

    The Company has identified the following key potential end users for its digital surveillance and security systems: (1) the residential home security user; (2) commercial security companies, and (3) federal, state and local law enforcement agencies.

Residential

    The residential home security user will purchase our products from either commercial companies installing either self-contained or centrally monitored systems or directly from retail distribution centers. While not as large or as lucrative as the market for commercial users, the market for residential users still represents a large market potential. The major obstacle to marketing to the residential home user is convincing the individual homeowner of the need for investing in a security system which would include such items as an alarm and surveillance system, perimeter monitoring systems and hidden monitoring of the activities of persons in the household, such as a care cam or nanny cam.

    Utilizing the Company's technology, individuals can run their own perimeter and interior surveillance systems from their own home computer and can remote monitor real-tine action at their homes through a modem and the Internet. There is also the capability to make real-time monitors wireless. In turn, this reduces the expense and time of the home installation and makes installation affordable for a majority of homeowners.

    An additional advantage of the Company's technology is that it allows for the storage of information on the home computer and does not necessitate using a VCR and high capacity VCR tapes. Also, it allows for wireless installation of input devices, making concealment easier.

Commercial

    Commercial business users represent the greatest potential users of our enhanced surveillance products. Commercial businesses have already realized the need for using surveillance devices for protection. As such, sales resistance is generally lower as the commercial customer is more educated. A commercial business's major use of our products would be monitoring. Our products provide observation of facilities for protection of employees, customers, and assets, which results in the curtailment of crime and loss prevention, by employees and others. Our products also reduce employee theft, violence in the workplace, fraud, and white-collar crime and provide proof of who may have committed the offense. The market for this technology is the same as the current market for analog CCTV systems, and would include hospitals, schools, museums, retail manufacturing, and warehousing.

    The benefits, which the customers derive, are plentiful. It reduces the requirements for a physical guard force and a lesser number of security personnel can monitor, verify, and respond to tripped alarms. Our products also provide companies such as ADT, Brinks, and Ameritech another capacity to remotely monitor facilities.

    Our products and technology can be used where there is a temporary requirement for real-time surveillance in areas where an analog CCTV system is impractical or impossible. Examples of this condition are special events, concerts, and conventions; our systems reduce the need for a large guard force and provides unobtrusive monitoring of these events. Our systems provide for the rapid deployment and recovery of devices while minimizing the likelihood that the observation device will be avoided or neutralized.

Law Enforcement

    The gathering of video image and data images is commonplace in today's law enforcement environment. The data is used to protect both the law enforcement officer and the suspect. It is also used as a historical record for prosecution and event verification.

    Our technology can be used for stakeouts and remote monitoring of areas and, as such, there is a big potential market with federal law enforcement agencies. Some of the lesser-known agencies, such as the National Park Service and the Department of Forestry are required to monitor large areas and yet have limited personnel to do so. Our products are the solution to this manpower problem. Our monitoring devices can be engineered so that they transmit video to guards and record it only when an alarm is triggered.

    Our products can also be integrated to work with robotic systems. More than ever, robotic units are used to investigate and disarm potential explosive devices. These robots are guided by a closed circuit video system, which are limited by the required cabling. The Company's technology eliminates this problem.

Availability of Materials and Supplies

    We have developed the operating software used on our systems and we have designed the hardware for its systems. We have licensed and integrated into our operating software facial identification software and some compression software modules, under terms derived from strategic business relationships that have been developed. We manufacture some of our hardware and purchase some of the hardware that is then integrated into our systems. The hardware that we purchase is freely available from a number of different vendors, and we do not anticipate any problems obtaining the supplies necessary to build the Company's products. ETMC has long been in the business of manufacturing and procuring electronic components from vendors and assembling then into larger systems.

Production, Engineering and Executive Facilities

    The engineering and manufacturing facility for our products is an 8,000 square foot facility located at 9693 Gerwig Lane Suite 0, Columbia, MD 21046. We will engineer, manufacture, assemble and ship from this facility. We also maintain an executive office at 925 West Kenyon Avenue, Suite 15, Englewood, Colorado.

Market

    The market size for our SecureView™ line of products is at least $2,200,000,000 per year, with this market size increasing at a rate of 12 - 15% per year. The increased functionality that digital technology introduces to CCTV systems has made this a very dynamic and rapidly growing market. We are distributing and will distribute our SecureView™ line of products, with add-on features, such as FaceView™, to this market through a network of value-added resellers, OEMs and strategic partners. We currently have ongoing VAR agreements with 20 small and medium sized domestic and international resellers and are actively selling our products through these distribution channels. We are also in discussions with some very large security and law enforcement integrators about VAR and OEM distribution agreements. In the short term, we will rely on our existing value added reseller network to generate sales revenues; however, we believe long term sales growth will be substantially driven by VAR and OEM agreements with the larger companies.

    We will also offer our CareView™ products through these same distribution channels. Day care centers and nursing homes will be the primary end users of these systems and we hope to develop a revenue model that is dependant on usage of the CareView™ system with our distributors. The aging population and the large numbers of double income working families have dramatically increased the number of facilities that could be installed with CareView™.  The size of the market for CareView™ is believed to be in the many multimillion-dollar range. As the public becomes increasingly comfortable with computer use and multiple computers become more commonplace in the home and office, we expect market demand for this type of service to expand significantly.

    We plan to offer WebView™ for direct retail sale on the World Wide Web and wholesale through retail distributors such as CompUSA, Best Buy, and Circuit City. These products will be priced at a level which is attractive to retail consumers. These products will contain the functionality to permit a user to access the video output from several cameras remotely. We believe that this market is also in the multimillion-dollar range.

    The market for ViewStorage™ consists of replacement of existing analog CCTV components, including VCR recording devices and multiplexers. The market size for ViewStorage™ is estimated at $1,600,000. We believe we can profitably price this product at a level which will make owners of existing CCTV systems want to buy ViewStorage™ as a way of reducing overall CCTV system costs through elimination of on-going maintenance costs.

    Our electronic component assembly and test division, ETMC, has been in operation for over fifteen (15) years and has an established base of clients for which it has long done business. Traditionally, ETMC has done approximately 60% of its business for the commercial sector and 40% of its business for the government sector. ETMC's diverse clients include Hewlett-Packard, IBM, Martin Marietta, Aero & Naval Systems, Maryland Government Procurement Office, Lockheed Martin, and John Hopkins's Applied Physics Labs under contract to NASA.

    The market for the types of electronic component manufacturing and testing services offered by ETMC is well established and is a multi-million dollar market. This market is subject to cyclical swings. Currently, the market demand for electronic manufacturing and engineering design services is very good, and we plan to take advantage of this climate to leverage our engineering resources into new and expanded service offerings and to expand our manufacturing base of clients and business.

    Historically, ETMC has limited itself to the multimillion dollar electronic component assembly and testing market in the Baltimore-Washington area; however, it plans to expand its marketing to provide electronic component assembly services in other geographic regions in this country and internationally. Moreover, we plan to expand ETMC's service offerings to include engineering design services. The market for these services is very large and is often serviced by the same companies that provide electronic component assembly services. We believe that we will be limited in our efforts to capture market share for our engineering service offerings only by the new equipment and machinery we can acquire, the size of our production facilities and our engineering human resources. We plan to aggressively pursue market share, and expand production capacity so that we can capture significant market share. Several contracts are available to us that require some low cost additional tooling.

Competition

    There are a number of companies producing products that provide capabilities similar to our security and surveillance products. Many of these companies are better financed and larger than View Systems and some of them, such as Sensormatic, Javelin (ADEMCO) and Prisim have been working in the CCTV market for many years and are well established.

    However, the introduction of new and recently developed digital technology to video surveillance and security systems levels the playing field significantly. Many of the established CCTV companies have approached the design of their digital CCTV products from the standpoint of integrating to their existing security and surveillance product offerings. As a result, these systems are closed, not easily integratable with other equipment and capable of upgrades as technology improves. Our engineers have computer backgrounds and already have been in the analog CCTV system market, consequently, we have an advantage to other engineering groups who are less experienced. As a result, we have designed our systems so that they are open, compatible with other digital and analog systems, and easily adaptable to technological advances that will inevitably occur with digital technology.

    The functionality of the software for our systems and the quality of the video transmitted by our systems make our security and surveillance systems superior to those in their class. We hope to take advantage of the superiority of our systems in this rapidly evolving new market to establish ourselves as an industry leader, and, perhaps, an industry standard, for digital video security and surveillance systems.

    Many of the companies that provide competitive electronic component manufacturing and testing services provide greater engineering services than those currently being provided by ETMC. By providing these services, these competitors put themselves in a better position to obtain manufacturing service contracts. Essentially, these competitors leverage off of their engineering services to attract and grow their manufacturing business and vice versa. ETMC will be focusing on building its capacity to deliver these services through use of the engineering staff of View Systems. With the current robust state of the economy, the demand for engineering design, development and manufacturing services is at a record high level. We are well positioned to expand our sales revenues derived from electronic component manufacturing and testing services and in complementary engineering design and development services.

Research and Development

    We have spent approximately $400,000 in Research and Development¹⁰ and continue to refine our product line. In addition, our wholly owned subsidiaries Xyros and RealView have collectively spent approximately $200,000¹¹ most of which has been integrated into the Company's products.

¹⁰

Classifying engineering wages and development equipment as Research and Development

¹¹

Classifying engineering wages and development equipment as Research and Development

Patents and Trademarks

    We are applying with the U.S. Patent and Trademark Office for trademark protection of important trade identifiers for our products. We have not applied for patent protection for our products, although we will apply for patent protection for the hardware component aspects of our products where it makes sense. The software designs integrated into our products are copyright protected and the Company has taken steps to keep the designs confidential, protected trade secrets. Toward this end, the Company's normal policy is to enter into agreements with its business partners, employees, contractors, and others providing that all confidential information developed or made known to the individual during the course of his or her relationship with us is to be kept confidential and not disclosed to third parties, except under certain specific circumstances. In the case of employees, the agreements also provide that all inventions conceived by the individual in the course of his or her employment will be our exclusive property. We have instituted steps in our operations to make sure our designs are kept confidential.

Employees

    Presently, we employ 8 full time employees and 6-8 contractors who work on substantially a full time basis. In addition, ETMC employs 9 full-time employees. With growth, we will hire additional employees. In the case of new hires, they will be paid prevailing wages and we will use stock ownership to incent employees. We will use contract services that preclude the necessity of hiring full-time employees where it is in the business's best interest. Our employees are not presently covered by any collective bargaining agreement. Our relations with our employees are good, and we have not experienced any work stoppages.

MANAGEMENT'S DICUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION

    Following start-up of active operations in October 1998, we began the development of the SecureView line of products which permit cameras to be remotely monitored and the video captured by those cameras to be stored on hard disk. We received our first sales revenue in March 1999, from prototypes of our current products. We recently introduced the SecureView-4, which is a system that takes a 4-camera input, and provides 4 alarm inputs, 4 outputs, and 4 relays and we have been testing the prototype of our internet based, low cost surveillance system, which integrates innovative digital compression/decompression technology. We intend to market our products in the commercial business, law enforcement, government, and retail consumer markets. We estimate that the markets for our video surveillance products aggregate in excess of $3 billion, the largest segment of which is growing at a rate of 12 - 15%. We have devoted most of our resources since October 1998, to the research and development of digital video surveillance and security products and marketing and sales of the "SecureView™" line of products. We have generated only limited revenues from our SecureView™ products to date, but are rapidly expanding our network of value added resellers, OEMs and sales representatives, which will drive rapid growth in sales for these products. As we develop our sales and distribution network, we expect our operating losses to continue until we develop a sufficient customer base to cover our operating expenses.

    Acquisition Treatment.  We were formed on January 26, 1989, under the name of Beneficial Investment Group, Inc., changing our name to BIGI, Inc., on July 21, 1998, and to View Systems, Inc., on September 22, 1998, after which we began active operations. In October 1998, we acquired RealView Systems, Inc., a Colorado corporation, and issued 2,000,000 shares to the existing shareholders of RealView Systems in exchange for all of the outstanding shares of RealView Systems. On February 25, 1999, we acquired Xyros Systems, Inc., a Maryland corporation, issuing 150,000 shares to the shareholders of Xyros and guarantying certain debts of Xyros. Our acquisition of Xyros added staff and intellectual property to our Company. Xyros had developed a line of products, called the RM1600, and these products have been incorporated into the SecureView product line. We have accounted for the acquisitions of both RealView and Xyros under the pooling of interests accounting method. On May 25, 1999, we acquired Eastern Tech Mfg. Corp., a Maryland corporation, issuing 250,000 shares to the sole shareholder of ETMC and taking on certain debt obligations, which were later satisfied through the issuance of shares at a ratio of 1 share for every $2.00 of debt obligation, for a total of 170,000 shares. The acquisition of ETMC vertically integrates manufacturing, enabling the Company to better manage the quality of its products. View Systems and ETMC are implementing a quality control plan that is in compliance with the requirements of ISO9002. ETMC has consistently maintained high quality control standards in its contract production work for large commercial and government entities, and has maintained certifications that it produces in accordance with MIL-I-45208 and MIL-STD-2000. We accounted for the ETMC business combination under the purchase accounting method. We will continue ETMC electronic component assembly and test business and expand its services to include engineering services. Our financial statements consolidate the financial statements of Xyros, ETMC and RealView.

    Stock Split and Change in Par Value.  In July 1998, we increased the number of authorized shares from 7,500 shares to 50,000,000 shares of common stock, and changed the par value of each share of stock from $1.00 to $.001. Also, in that month, we forward stock split our common stock 200:1, thereby increasing the number of outstanding common stock shares from 5,000 shares to 1,000,000 shares. On September 30, 1998, we forward split our common stock from 1,000,000 shares to 2,000,000 shares. In connection with the RealView, Xyros and ETMC acquisitions, we issued 2,013,333, 150,000 and 250,000 shares, respectively. Unless otherwise noted in this statement, all share amounts reflect the forward stock split, par value changes and acquisitions. We have issued stock in connection with subscriptions of the Company's stock for cash and we issued stock to key personnel as compensation, which was deemed necessary to issue during our development stage. As of the date of this Prospectus, we have 7,232,930 shares issued and outstanding.

    Net Operating Loss.  We accumulated approximately $406,486 of net operating loss carry forwards as of December 31, 1998, which may be offset against taxable income and income taxes in future years. The use of these losses to reduce income taxes will depend on the generation of sufficient taxable income prior to the expiration of the net operating loss carry forwards. The carry forwards expire in the year 2013. In the event of certain changes in control of the Company, there will be an annual limitation on the amount of net operating loss carry forwards, which can be used. No tax benefit has been reported in the financial statements for the year ended December 31, 1998, or for the nine months ended September 30, 1999.

    Quarterly Trends.  We do anticipate some "seasonal" changes in our operations. We expect revenues to grow significantly into the year 2000, after which we expect revenues to assume a steadier, slower growth. The security industry has traditionally been served with CCTV analog systems, which are inferior in terms of performance and cost to a digital system like SecureView™. As a result, many large security system integrators, commercial and government parties are currently looking for digital systems that provide remote video access, programmable, unattended "smart" security features and enhanced video storage. Accordingly, we believe that there is an immediate market opportunity for the SecureView™ product line and we are well positioned to take advantage of that market opportunity. Much of our revenue growth in the future will be driven by significant sales growth in the SecureView™ line of products. There is a significant market need for design-engineering services, especially when such services can be combined with manufacturing services. We will be offering design engineering work, and we expect the addition of this additional service offering will boost sales revenue.

Results of Operations—Three Months Ended September 30, 1999, Compared with September 30, 1999

    Net sales for the quarter ended September 30, 1999, increased $143,846 to $153,230 compared with $9,384 in the year ago period. This represents a 1,600% increase in revenues during the year. The sales growth was experienced primarily through the consolidation of operations with ETMC, which has an established clientele with steady orders of manufacturing services. We also experienced sales of our SecureView™ product line in the third quarter ended September 30, 1999, with both domestic and international sales.

    Gross profit margin for the third quarter ended September 30, 1999, decreased from 34.3% in 1998, to 7.9% this year. At these low sales amounts, we consider the gross profit margin fluctuation to be non-material. The gross profit margin should stabilize with increased sales. Operating expenses for the third quarter ended September 30, 1999, were $1,293,504 compared with $59,270 in the year ago period. A large part of this increase in operating expense is attributable to the issuance of shares of stock as compensation and incentive, and as a means to attract and retain qualified personnel; it does not represent actual cash outlays by the Company. The increase is also the result of increased sales and marketing activity and costs of sale, increased research and development costs and costs associated with our corporate acquisitions and consolidations of operations.

    Interest expense was increased 94.5% to $5,595 for the third quarter of 1999, as a result of Xyros taking loans from management and Columbia Bank to fund operations. We assumed these debt obligations when we acquired Xyros. There was no income tax expense for the entire period. The consolidated operations of the Company for the near-term future are expected to continue generating net operating tax losses that can be carried forward and offset against income earned. As a result of the foregoing, the net loss was $1,281,473 for the third quarter ended September 30, 1999, up from $56,047 from the year ago period.

Results of Operations—Nine Months Ended September 30, 1999, Compared with September 30, 1998

    Net sales for the nine months ended September 30, 1999, increased $168,154 to $194,491 compared with $26,237 in the year ago period. Some of the sales growth was experienced through the consolidation of operations with ETMC, which has an established clientele for its manufacturing services. We also achieved some sales of our SecureView™ product line in the third quarter ended September 30, 1999, with both domestic and international sales.

    Gross profit margin for the first nine months ended September 30, 1999, decreased 61.8% in 1998, to 20.8% in 1999. At these low sales amounts, we consider the gross profit margin fluctuation to be non-material. The gross profit margin should stabilize and be more meaningful with increased sales. Operating expenses for the nine months ended September 30, 1999, were $2,034,003 compared with $130,962 in the year ago period. The increase was principally the result of issuance of Company equity, (recorded as $1,242,333 in expense) as a means of attracting, incenting and retaining qualified personnel within the Company, increased sales and marketing activity and costs of sale, increased research and development costs and costs associated with our corporate acquisitions and consolidations of operations.

    Interest expense was increased $13,092 to $17,585 for the first nine months of 1999 as a result of Xyros taking loans from management and Columbia Bank to fund operations. There was no income tax expense for the entire period. The consolidated operations of the Company for the near-term future are expected to continue generating net operating tax losses that can be carried forward and offset against income earned.

    As a result of the foregoing, net loss was $1,993,580 for the nine months ended September 30, 1999, compared to a net loss of $114,673 for the previous year. A large part of this net loss can be attributed to the $1,242,333 of expense associated with issuance of equity in the Company to qualified personnel as a means of attracting, incenting and retaining the personnel to work to increase the value of the Company. No actual cash outlays were associated with this expense item.

    Liquidity and Capital Resources.  Since resuming active business operations in October 1998, we have funded our cash requirements primarily through equity transactions. We used the funds from those transactions to fund investments in, and acquisition of, technology, assets and companies, to provide working capital and for general corporate purposes, including paying expenses we incurred in connection with the development of the SecureView™ line of products. As of December 31, 1998, we had total assets of $275,070, and total liabilities of approximately $270,986, resulting in equity of $4,084. Following the acquisition of RealView, beginning in November 1998, we conducted an offering of securities under Regulation D, Rule 504 promulgated by the U.S. Securities and Exchange Commission. This offering was fully subscribed and closed on February 8, 1999, and the Company sold 666,667 shares for a consideration of $1,000,000, which provided a significant source of operating capital and capital used to acquire and consolidate RealView, Xyros and ETMC. During January and February 1999, the Company received most of the proceeds of the Rule 504 offering. On February 25, 1999, we acquired Xyros and losses in Xyros had been funded in part by small loans from two shareholders aggregating $125,000 and a $75,000 revolving bank line of credit. On May 25, 1999, the Company acquired ETMC, for an exchange of shares and a guaranty of debt to ETMC's sole shareholder, Lawrence Seiler. The acquisition of ETMC added substantial assets to the consolidated balance sheet of the Company. As a result, as of June 30,1999, the Company had total assets of $1,528,233. The Company's total liabilities as of that date were $475,559, and the stockholders equity was $1,052,674. In July, the Company issued shares to Lawrence Seiler in satisfaction of the debts owed to, or for the benefit of Larry Seiler, at an exchange rate of $2.00 per share, which was the price set for offering securities under the Company's ongoing Rule 506 private placement of securities. As a result of this isolated transaction, the liabilities of the Company have been reduced to $436,838 and shareholder's equity is $849,594, as of September 30, 1999. Our cash or cash equivalents September 30, 1999, totaled $75,197. During the 4th quarter of calendar year 1999, we have sold securities, raising cash of $500,026, which has been deposited into interest bearing accounts, and we exchanged 300,000 shares for satisfaction of indebtedness in the amount of $310,000.

    Net cash used in operating activities was $672,307 for the first nine months of 1999. We have three short-term debt obligations. We owe $120,000 to two former managers of Xyros, which we acquired on February 25, 1999, and $71,000 to Columbia Bank. The loans to the former managers come due on December 31, 1999, and the loan to Columbia Bank has been extended to February 1, 2000. We believe that cash from operations and funds available will not be sufficient to meet anticipated operating and capital expenditures and debt service requirements for the next twelve months and that we will be materially dependent on raising additional capital through equity sales and/or debt financing.

Results of Operations. A summary of our audited balance sheets for the years ended December 31, 1997, and 1998, and the interim statements for the nine months ended September 30, 1999, are as follows:

	September 30, 1999			December 31, 1998
	(unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	75,197		$	169,899
Accounts receivable		37,770			13,599
Inventory—at lower of cost or market		98,780			4,574
Due from affiliated entities		66,478			3,663
Total current assets		278,225			191,735
PROPERTY AND EQUIPMENT:
Machinery and other equipment		567,392			22,429
Software tools		7,825			10,263
		575,217			32,692
Less accumulated depreciation		131,975			21,580
Net value of property and equipment		443,242			11,112
OTHER ASSETS:
Investment in MediaComm Broadcasting, Inc.—at cost which approximates fair value		28,000			—
Software development costs		58,133			72,223
INTANGIBLE ASSETS—net of accumulated amortization		478,832			—
TOTAL ASSETS	$	1,286,432		$	275,070
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable		44,412		$	30,071
Accrued interest payable		8,250			—
Notes payable—stockholders		287,000			163,000
Note payable—bank		70,709			75,000
Payroll taxes payable		26,467			2,915
Total current liabilities		436,838			270,986
STOCKHOLDERS' EQUITY:
Common stock—par value $.001, 50,000,000 shares authorized, issued and outstanding—6,821,021 (September 30, 1999) and 4,316,667 (December 31, 1998)		6,821			4,317
Additional paid in capital12		3,242,839			406,253
Deficit accumulated during development stage		(2,400,066	)		(406,486	)
Total stockholders' equity		849,594			4,084
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,286,432		$	275,070

¹²

This includes the issuance of shares counted as cash in lieu of salary and achievement bonuses.

    Results of Operations  A summary of our operating results for the years ended December 31, 1998, and 1997, and the interim statements for the nine months ended September 30, 1999, and 1998, are as follows:

	Nine Months Ended						Years Ended December 31,
	September 30, 1999			September 30, 1998
							1998			1997
REVENUE:
Sales and other income	$	194,490		$	26,337		$	31,438			—
Cost of goods sold		154,068			10,048			20,891			—
GROSS PROFIT ON SALES		40,422			16,289			10,547			—
OPERATING EXPENSES:
Advertising and promotion		—			—			3,959			1,222
Amortization		16,512			—			—			—
Automobile expenses		1,435			—
Commissions		1,200			—
Consulting		—			—			45,415			—
Depreciation		22,039			—			4,706			4,526
Development salaries13		250,000			—			—			—
Dues and subscriptions		1,494			—			250			—
Insurance		11,156			826			1,268			—
Interest		17,585			4,493			10,054			233
Investor relations		9,905			—			—			—
Marketing		156,487			3,023			—			—
Miscellaneous expenses		5,782			927			1,343			—
Office expenses		27,232			4,580			106,375			2,264
Postage and delivery		6,572			394			—			—
Printing and reproduction		26,897			—			—			—
Professional fees		427,797			12,420			10,819			5,054
Rent		30,395			25,462			52,204			8,375
Repairs and maintenance		14,277			—			—			—
Research		2,698			9,269			—			—
Salaries and benefits14		905,541			60,230			—			—
Taxes		3,201			5,462			—			—
Telephone		18,591			2,536			—			—
Travel expenses		66,847			1,340			13,465			720
Utilities		10,360			—			4,246			2,443
Total expenses		2,034,003			130,962			254,104			24,837
NET LOSS15	$	(1,993,581	)	$	(114,673	)	$	(243,557	)	$	(24,837	)
LOSS PER SHARE:
Basic	$	(.36	)	$	(.03	)	$	(.06	)	$	(.01	)
Diluted	$	(.36	)	$	(.03	)	$	(.06	)	$	(.01	)

¹³

Includes and reflects shares issued in lieu of cash or salary

¹⁴

Includes and reflects shares issued in lieu of cash or salary

¹⁵

Includes and reflects shares issued in lieu of cash or salary

    The revenues we have generated to date have become substantial in the third quarter ended September 30, 1999, and are a result of product sales and licensing fees for products which are still undergoing development and sales of manufacturing and testing services. Our expenses have exceeded our revenues for each fiscal period since our inception. Our revenues will increase as we refine the development of our products and as we bring new products to market. Accordingly, a comparison of the results of our operations on a period-by-period basis is of little benefit. As we implement our business plan, our revenues will grow, along with the burdens generally associated with larger revenues, including increased burdens on our managerial, accounting and technical personnel.

    Plan of Operation.  We have devoted most of our resources since inception of operations to the research and development of the SecureView line of products, the development of marketing and sales infrastructure, the development of production capability and the development of brand awareness of "SecureView™." Although we have been selling products since March of 1999, we are still developing these products and have generated limited revenues of these products to date. In the third quarter ended September 30, 1999, we began earning substantial revenues. As of September 30, 1999, we had an accumulated deficit of approximately $2,400,066¹⁶. We expect the operating losses to continue until we develop a sufficient network of reseller, OEMs and strategic partners generating sales revenues to cover our operating expenses. A large part of our earnings deficit is due to the issuance of equity to attract, retain and incent key personnel within the Company. This was done to preserve cash resources, and, thus, much of our earnings deficit is not attributable to actual cash outlays.

¹⁶

Includes and reflects $1,242,333 expense item for shares issued in lieu of cash or salary

    We will use the cash raised from the sale of securities in this offering to bring our WebView™. ViewStorage™ and CareView™ products to market, to continue our product development efforts, to expand our sales, marketing and promotional activities for the SecureView line of products, and to increase our engineering, production management, quality control, and customer support staff. We operate in a very competitive industry that requires continued large amounts of capital to develop and promote our products.  We believe that it will be essential to continue to raise additional capital, both internally and externally, to compete in this industry.

    The amount of capital that we need to raise will depend upon many factors, including, but not limited to, the rate of sales growth and market acceptance of our product lines, the amount and timing of our necessary research and development expenditures, the amount and timing of our expenditures to sufficiently market and promote our products and the amount and timing of any accessory product introductions. In addition to accessing the public equity markets, we will pursue bank credit lines and equipment lease lines for certain capital expenditures.  We currently estimate we will need between $7,000,000—$8,000,000 million to fully develop all of our products and launch our expanded business operations in accordance with our current business plan. The actual amount of capital we will need to raise will depend on a number of factors, including (i) our ability to negotiate favorable prices for purchases of necessary parts and assemblies, (ii) the number and composition of our resellers, OEMs and strategic partners, (iii) the prices we can obtain for our products and services and costs of servicing our products and delivering our services, and (iv) changes in technology. In addition, our costs and revenues could vary from the amounts we expect or budget, possibly by a material amount, and those variations are likely to affect how much additional financing we will need for our operations.

DESCRIPTION OF PROPERTY

    We lease executive office space in Englewood Colorado of approximately 2,000 square feet, including common areas, from a nonaffiliate, pursuant to standard commercial lease terms. In addition, we lease 8,000 square feet of space used for engineering design and manufacturing at 9693 Gerwig Lane, Columbia, Maryland from Lawrence Seiler, a significant shareholder of the Company. The terms of this lease are standard commercial terms, with rent being established at market. We also own engineering design, hardware and software development equipment, and manufacturing equipment and inventory on hand with an approximate replacement value of $800,000, including surface mount equipment, through-hole equipment, cable and wire harness and inspection equipment.

    We own 280,000 shares of MediaComm Broadcasting Systems, Inc., a Denver corporation, which has partnered with an Internet service provider to provide high-quality Internet access and value-added local content through an Internet service portal primarily to customers in the Denver metropolitan area. MediaComm will offer streaming live or pre-taped video over the Internet. Through agreements with RealNetworks, Inc., MediaComm Broadcasting plans to deliver events, concerts, corporate training and education, as well as archived content from a variety of licensed sources. In addition to its equity stake in MediaComm, the Company hopes to function as its technical partner with regard to its digital video requirements on the Internet. On November 3, 1999, MediaComm filed with the SEC for an initial public offering of stock at an estimated price of $1.00 per share. MediaComm plans a 3 for 1 stock split, which would bring our shareholdings to 840,000 shares.

USE OF PROCEEDS

    Our net proceeds from the sale of a maximum 1,000,000 shares of Common Stock¹⁷, at an assumed estimated public offering price per share of $5.00, after deducting expenses of this Offering, are estimated to be approximately $4,950,000. We will not receive any of the proceeds of the sale of the 691,727 shares of common stock of the Selling Shareholders. We will also not receive the proceeds from the resale of 454,000 shares of common stock underlying the Warrants; however, we will receive $908,000 of proceeds from exercise of the Warrants, so that the maximum we would receive from this offering, after deducting offering expenses, would be $5,858,000. From the proceeds we receive from this offering, including the exercise of the Warrants, we will fund additional development and marketing of our products, expand human resources, particularly in the areas of manufacturing, sales and marketing, repay debts owing to the prior shareholders of Xyros and Columbia Bank, and use it for working capital.

¹⁷ Although we are registering 691,727 shares for the Selling Shareholders, and 454,000 shares for resale upon exercise of the warrants for the selling Warrant holders, we are not responsible for offering these shares, and these shareholders will sell their shares for their own account.

    We may make temporary investments of any of the proceeds of this offering in bank certificates of deposit, interest-bearing savings accounts, prime commercial paper, United States Government obligations, money market funds or similar short-term investments. We expect to use any income derived from these short-term investments for working capital.

    The debts to the prior shareholders of Xyros, which are in the outstanding amount of approximately $125,000, including accrued and unpaid interest, are evidenced by promissory notes that accrue interest at the rate of 10% per annum monthly. These notes mature on December 31, 1999, and all principal and interest outstanding on the notes becomes due and payable at that time. Following the acquisition of Xyros, we continued Xyros's pre-acquisition practice of not paying interest on these notes. Believing that we should have discontinued this practice of not paying interest, one of the prior shareholders brought an action on October 28, 1999, before the due and payable date of the notes held by him. That debt repayment was not scheduled nor promised until December 31, 1999. Both of the shareholders to whom this $125,000 is owed are significant shareholders of View Systems, having negotiated the terms of the acquisition with themselves as major beneficiaries.

    The debt to Columbia Bank is in the approximate amount of $71,000, as of September 30, 1999. The maturity date of the loan has been extended to February 1, 2000. The loan accrues interest at the rate of prime plus 2%. We are current in payments on the note evidencing this loan.

    A portion of the net proceeds received by us from this offering may be used for the acquisition of complementary businesses, products or technologies. Although we have from time to time engaged in discussions with respect to possible acquisitions, we have no present understandings, commitments or agreements, nor are we currently engaged in any negotiations, with respect to any acquisition. None of the proceeds of the Offering are specifically designated for payments to officers or directors.

    A portion of the net proceeds received by us may be used for the acquisition of real estate to be used for operations. We are also working toward developing additional production facilities to meet anticipated demand and satisfy customer needs that we rapidly deliver large quantities of good quality product. We may allocate some of the proceeds of this offering toward that purpose; although, we have no current plans to do so.

    The uses of proceeds set forth above are estimates developed by management for the allocation of the net proceeds which may be received by us from this Offering based upon the current state of our existing and proposed business and prevailing economic conditions. These estimates are subject to future events, including changes in general economic conditions, our business plan, and the financial markets in general. Since a significant portion of the net proceeds will be applied to general corporate purposes, as working capital, we will have broad discretion as to the application of such net proceeds.

    We will pay all of the costs of this offering, with the exception of the costs incurred by the Selling Shareholders for their legal counsel and the costs they incur for brokerage commissions on the sale of their Shares.

DETERMINATION OF OUR OFFERING PRICE

    Since September 1998, our Common Stock has been traded over-the-counter and quoted on the NASD Electronic Bulletin Board under the symbol "VYST." There were approximately 190 holders of record of our Common Stock as of September 30, 1999. Interwest Transfer Company, Inc., currently, acts as transfer agent and registrar for the Common Stock. The following table presents the range of the high and low bid prices of our Common Stock as reported by the Nasdaq Trading and Market Services for the first three quarters of 1999. The quotations shown below represent prices between dealers, may not include retail markups, markdowns, or commissions and may not necessarily represent actual transactions:

Year	Quarter	High		Low
1998	Fourth Quarter	$	21/8	$	2
1999	First Quarter	$	27/16	$	23/16
1999	Second Quarter	$	3	$	23/4
1999	Third Quarter	$	2.125	$	1.968

    Upon completion of the offering (maximum), we will have outstanding an aggregate of 8,686,930 shares of Common Stock, stated as of the date of this Prospectus. These amounts are inclusive of the number of shares of Common Stock we would be obligated to issue on exercise of the Warrants, as described below (454,000 shares). In addition, we reserved for issuance 504,860 shares issuable upon exercise of outstanding options (of which 403,860 were exercisable as of December 1, 1999). The Shares offered hereby will be freely transferable without restriction or further registration under the Securities Act, except for shares which may be acquired by our "affiliates" as that term is defined in Rule 144 under the Securities Act. We also have approximately 2,666,667 million shares of Common Stock that are currently freely tradable (except for such of those shares as may be acquired by our affiliates) as of September 30, 1999. The remaining shares of Common Stock held by existing shareholders are "restricted securities" as that term is defined in Rule 144. Restricted securities may be sold in the public market only if they are registered or if they qualify for exemption from registration under Rules 144 or 701 under the Securities Act or otherwise. In general, under Rule 144 as currently in effect, a person (or persons whose shares are aggregated), including an affiliate, who has beneficially owned shares for at least one year is entitled to sell, within any three-month period commencing 90 days after the date of this prospectus, a number of shares that does not exceed the greater of (i) 1% of the then outstanding Common Shares or (ii) the average weekly trading volume in the Common Shares during the four calendar weeks preceding such sale, subject to the filing of a Form 144 with respect to such sale and certain other limitations and restrictions. In addition, a person who is not deemed to have been an affiliate of the Company at any time during the 90 days preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, would be entitled to sell such shares under Rule 144(k) without regard to the volume, manner of sale and other limitations described above. None of the restricted shares held by our existing shareholders will be eligible for immediate sale in the public market under Rule 144(k). An employee or consultant to the Company who purchased his or her shares pursuant to a written compensatory plan or contract is entitled to rely on the resale provisions of Rule 701, which permit non-affiliates to sell their Rule 701 shares without having to comply with the public information, holding-period, volume-limitation or notice provisions of Rule 144 and permit affiliates to sell their Rule 701 shares without having to comply with the Rule 144 holding period restrictions, in each case commencing 90 days after the Company becomes a reporting company under the Securities Exchange Act of 1934.

    The public offering price of the Common Stock was determined by management based upon consideration of a number of factors including prevailing market conditions, certain financial information of the Company, an assessment of the Company's management, estimates of the business potential and earnings prospects of the Company, the Company's financial requirements, anticipated growth over the near term based upon the Company's current and expected revenues, the present state of the Company's industry in general and other factors deemed relevant. The public offering price set forth on the cover page of this Prospectus should not, however, be considered an indication of the actual value of the Common Stock. The Company was not profitable in its last fiscal year so net, after tax, earnings or earnings per share are not available. A price-earnings multiple cannot be calculated until positive earnings are produced. Book value is substantially less than this offering price because the Company is expected to be materially changed and enhanced by the infusion of funds from this Offering. The offering price has been determined without particular reference to asset or book value, historical earnings, or other customary evaluation criteria. The offering price represents the price at which management believes it can sell the shares to the public in this offering. Such price is subject to change as a result of market conditions and other factors. There can be no assurance that an active trading market will be maintained for the Common Stock or that the Common Stock will trade in the public market subsequent to the Offering at or above the initial public offering price. There is no assurance that the Company will produce future operating results that reasonably support the offering price valuation.

    The exercise price for the Warrants of Columbia Financial Group, and two other consultants was negotiated between the Company and the consultants based upon current market prices at the time of the grant of the warrants and the value of the services the consultants are providing to the Company. The shares underlying the Warrants are being registered for resale as part of this Offering pursuant to "piggyback" registration rights granted by the Company to Columbia Financial Group and the other two consultants.

DILUTION

    As of the date of this Prospectus, the net tangible book value of the Company was $1,220,268 or $.17 per share of Common Stock outstanding. "Net tangible book value per share of Common Stock" represents the amount of total tangible assets less total liabilities, divided by the number of shares of Common stock issued and outstanding. After giving effect to the sale of the maximum amount Common Stock offered hereby by the Company at an assumed public offering price of $5.00 per share and the application of the net proceeds received by the Company from the offering, the payment of expenses of the Offering, the receipt of proceeds from exercise of the Warrants, the issuance of 454,000 shares of Common Stock upon the exercise of the Warrants, the pro forma net tangible book value of the Common Stock would have been approximately $7,078,268, or $.81 per share, representing an immediate increase in pro forma net tangible book value of $.64 per share to existing shareholders and an immediate dilution of $4.19 per share to new investors. The difference between the public offering price per share and the pro forma net tangible book value per share of Common Stock after the Offering constitutes dilution to investors in this Offering. Assuming the maximum amount of securities is going to be sold in this Offering, Investors in this Offering will have 25% percent of the outstanding shares. The post-offering value management is implicitly attributing to the entire Company (adjusting for the sale of the maximum amount of securities offered hereby) by establishing the price per security at $5.00 is $43,434,650.

    The following table illustrates the dilution of a public investor's equity in a share of common stock as of the date of this Prospectus.

Assumed public offering price per share of Common Stock	$	5.00
Net tangible book value per share of Common Stock before the Offering	$	.17
Increase per share attributable to new investors (maximum)	$	.64
Pro forma net tangible book value per share of Common Stock after the Offering (maximum)	$	.81
Dilution per share to new investors (maximum)	$	4.19

    The following table summarizes, on a pro forma basis, using 9/30/99 figures, the differences between the number of shares purchased from the Company, the total consideration paid to the Company and the average price per share paid by the existing shareholders and by new investors (based upon an assumed public offering price of $5.00 per share):

	Shares Purchased			Shareholder Equity
Common Stock Only								Total Consideration		Average Price Per Share
	Number	Percent		Amount		Percent
Present Stockholders:	7,232,930	83	%	$	1,220,268	17	%	$	2,041,026	$	.28	18
New Stockholders:	1,454,000	17	%	$	5,858,000	83	%	$	7,270,000	$	5.00
Total	8,686,930	100.0		$	7,078,268	100.0			9,063,500

¹⁸ Does not include the value the Company received from key personnel who provided services in exchange for issued shares or the value the Company acquired through the issuance of shares for corporate acquisitions.

    The foregoing table does not assign a value the Company received from key personnel in exchange for shares that were issued as compensation and it does not give effect to the possible issuance of 4,500,000 shares of Common Stock reserved for issuance upon the exercise of options which may be granted pursuant to the Company's 1999 Employee Stock Option Plan, options to purchase 504,860 of which have been granted, 403,860 of which are fully vested and are outstanding, as of December 31, 1999, or to any other options have been issued and are outstanding.

CAPITALIZATION

    The following table shows our capitalization as of September 30, 1999 on an actual basis and as adjusted to give effect to the Offering (assuming the maximum Shares offered hereby are sold). We are offering a total of 1,000,000 shares at $5.00 per share, and the selling shareholders will be offering 1,145,727 shares of stock held by them. No stock splits, stock dividends, or other forms of re-capitalization are planned at this time. There are no preferred shares or convertible shares. The Common Stock being offered does not have any: cumulative voting rights; other special voting rights; preemptive rights to purchase in new issues of shares; preference as to dividends or interest; preference upon liquidation; or any other special rights or preferences.

	Amount Outstanding
	As of September 30, 1999			Minimum			As Adjusted Maximum
Debt:
Short-term debt (average rate of interest 10%)	$	180,709		$	105,709		$	0
Stockholders Equity
Common stock, 6,821,000 shares, $.001 par value	$	7,261		$	7,311		$	8,661
Additional paid-in capital	$	3,964,789		$	4,164,789		$	9,822,789
Retained earnings	$	(2,400,066	)	$	(2,400,066	)	$	(2,400,066	)
Total Stockholders Equity	$	1,564,723		$	1,764,789		$	7,422,723
Total Capitalization	$	1,745,432		$	1,870,498		$	7,422,723

    The foregoing table does not account for the 504,860 shares reserved to be issued upon the exercise of certain stock options that have been granted by the Company (195,000 under the View Systems, Inc. 1999 Employee Stock Option Plan and 309,860 options otherwise granted), as of December 31, 1999.

SELLING SECURITY HOLDERS

    On June 17, 1999, we entered into an agreement with Columbia Financial Services pursuant to which we agreed to pay Columbia Financial 200,000 shares and warrants to purchase another 400,000 shares at $2.00 per share in exchange for its provision of investor relations, public relations, direct marketing, publishing, public relations and advertising services to us. Further, we agreed to register for resale the shares of common stock underlying the Warrants granted to Columbia Financial at our expense as part of any registration of Company shares for sale to the public, and accordingly we must register 400,000 shares as part of this registration.

    On July 29, 1999, we entered into an agreement with Lawrence Seiler, the former sole shareholder of ETMC that we have made a Sales Manager of the Company whereby Mr. Seiler subscribed for 170,000 shares in exchange for the satisfaction of certain debts and obligations the Company owed to, or for the benefit of, Mr. Seiler. As part of this subscription agreement, the Company agreed to register 100,000 shares as part of our next registration of securities under the Securities Act of 1933.

    On August 2, 1999, we commenced an offering pursuant to Rule 506 of Regulation D promulgated by the Securities and Exchange Commission. In connection with that offering, we agreed with investors in that offering that we would register the shares those investors purchased as part of the Rule 506 offering at our expense as part of the next registration of the Company's shares under the Securities Act of 1933. We have sold shares of stock as part of this Rule 506 offering, and, pursuant to the terms of our agreements with those investors, we are registering the following shares for the following shareholders as part of this Offering: Martin J. Maassen, 35,000 shares; Michael Bagnoli, 20,000 shares; Gus Mastracci, 1,000 shares. This offering was closed on August 18, 1999.

    On October 29, 1999, we sold 100,000 shares to Jim Price and Tim Rieu, two accredited and sophisticated investors pursuant to Rule 506 and Section 4(2) and agreed, as a condition, of their subscription, to register their shares as part of our next registration of securities under the Securities Act of 1933, subject to the ability to cut back the amount of shares we would register for those investors if in the reasonable opinion of management such a cut back was necessary for the success of the offering. On November 15, 1999, we issued 200,000 shares of common stock to Leokadia Than in exchange for foregiveness of indebtedness in the principal amount of $177,000 and accrued interest of $33,000. As part of this subscription, we agreed to register 50,000 shares that were issued to Ms. Than as part of our next registration of securities under the Securities Act of 1933, subject to our ability to cut back the amount of these shares we would register if in the reasonable opinion of management such a cut back was necessary for the success of the offering. Ms. Than is the mother of our President and CEO, Gunther Than.

    On November 11, 1999, we initiated an offering of securities pursuant to Rule 506 of Regulation D of the Securities Act of 1933. As a condition of subscription in this offering, we agreed to register investor shares as part of our next registration of securities under the Securities Act of 1933, subject to the ability to cut back the amount of shares we would register for those investors if in the reasonable opinion of management such a cut back was necessary for the success of the offering. We sold 285,727 shares as part of this offering. We are registering the following shares from this Rule 506 private placement in this offering: Jim & Dotty Burg (10,000 shares); Jim McDaniel (1,200 shares); Steve Viel (1,200 shares); Richard Carey (1,200 shares); Scott Fuselier (5,714 shares); Thomas Fuselier, Colorado resident (5,714 shares) Michael Bagnoli (20,000 shares); John Thompson (20,000 shares); Jeung Hee Hwang, resident of Korea (17,000 shares); Gary Bray (5,000 shares); John Gilroy (3,700 shares); John May (10,000 shares); Joel Konicek (50,000 shares); Victor & Eileen Gruchalski (5,000 shares); Keith & Debra Company (5,000 shares); Gordon Ray Kemmerling (7,000 shares); Lisa Hedman (571 shares); Eleanore G. Hendricks (5,000 shares); Jeffrey Grahl (5,000 shares); Jane Emanuele (10,000 shares); Marie Lesniak (6,000 shares); Keith Burg (5,000 shares); Cynthia & David Gruchalski (5,000 shares); Mark & Mary Gordman (750 shares); Ed & Cindy Lesniak (3,164 shares); Seth Lesniak (1,514 shares); Mark & Molly Michaels (6,000 shares); Paul & Barbara Knoebel (20,000); Gerald Klamrowski (40,000); Bruce Lesniak/American Home Systems (10,000). We closed this offering on January 8, 2000.

    On December 9, 1999, we entered into two consulting agreements, with Tom Cloutier and Guy Parr two professionals working with the Company. Both of these consultants had been working with the Company and these agreements formalized arrangements with them as far as past and future services. Pursuant to these agreements, we granted 5 year warrants to purchase shares of common stock at $2.00 per share. We granted Tom Cloutier warrants to purchase 44,000 shares and Guy Parr warrants to purchase 10,000 shares. We agreed to register the shares for resale that could be obtained from exercise of these warrants in our next registration of securities under the Securities Act of 1933. Also, on December 9, 1999, we entered into an agreement with Magnum Worldwide Investments Ltd. where, among other things, we agreed to register 100,000 shares held by them in our next registration of securities under the Securities Act of 1933. Magnum had purchased 100,000 shares of our common stock from a third party. It had also brokered an important strategic relationship with NetServ Caribbean Ltd, for which we granted the registration rights.

    On January 10, 2000, we commenced an offering of securities pursuant to Rule 506 of Regulation D of the Securities Act of 1933. This offering is being made only to persons who would be qualified institutional buyers for purposes of Rule 144A of the Securities Act of 1933 and a limited number of large institutional accredited investors. We have agreed to register all shares sold in this offering for resale in our next registered offering pursuant to the Securities Act of 1933, as amended. We have not made any sales in this offering yet.

PLAN OF DISTRIBUTION

    We have not engaged the services of underwriters or dealers in connection with the sale of the Shares. The Shares will be freely transferable. We will offer and sell the Company's Shares on a best-efforts basis directly from the Company: (i) through dealers or in ordinary brokers' transactions, in the over-the-counter market or otherwise; (ii) at the market or through market makers or into an existing market for the securities; or (iii) in other ways not involving market makers or established trading markets, including direct sales to purchasers or effective through agents; or (iv) in combinations of any of such methods of sale. The Securities will be sold at the final price established by this Prospectus and Registration. The sales will be made into an existing market for the securities; will be made by the Company to or through a market maker, acting as principal or as agent. Other sales may be made, directly or through an agent, to purchasers outside existing trading markets. A selling broker may act as agent or may acquire the securities or interests therein as principal or pledgee and may, from time to time, effect distributions of such securities and interests. If a broker/dealer acquires the Company's securities at the price established by the Prospectus and Registration, the broker/dealer may sell such securities to the public at varying prices to be determined by such dealer at the time of resale.

    The Selling Shareholders will act as principals for their own accounts in selling the Shares and may sell the Shares through public or private transactions, on or off established markets, at the price established in this Prospectus and Registration. The Selling Shareholders will receive all of the net proceeds from the sale of their Shares and will pay all commissions and underwriting discounts in connection with their sale. We will not receive any proceeds from the sale of the Selling Shareholders' Shares, but we will receive the exercise price from exercise of the Warrants. The Warrants are not being registered for sale; only the shares the warrant holders may obtain upon exercise are being registered for resale. If a dealer is utilized in the sale of the Securities in respect of which the Prospectus is delivered, the Selling Shareholder may sell such securities to the dealer, as principal. The dealer may then resell such securities to the public at varying prices to be determined by such dealer at the time of resale.

    The distribution of the Shares by the Company and the Selling Shareholders is not subject to any underwriting agreement. We expect that the Company and the Selling Shareholders will sell the Shares through customary brokerage channels, including broker/dealers acting as principals (who then may resell the Shares), in private sales, or in block trades in which the broker/dealer engaged will attempt to sell the Shares as agent but position and resell a portion of the block as principal to facilitate the transaction.

    The Selling Shareholders may also pledge all or a portion of the Shares as collateral in loan transactions. Upon any default by the Selling Shareholders, the pledgee in the loan transaction would then have the same rights of sale as the Selling Shareholders under this Prospectus. The Selling Shareholders may also transfer the Shares in other ways not involving market makers or established trading markets, including directly by gift, distribution or other transfer without consideration, and upon any such transfer, the transferee would have the same rights of sale as the Selling Shareholders under this Prospectus. Finally, the Selling Shareholders and the brokers and dealers through whom sales of the Shares are made may be deemed to be "underwriters" within the meaning of the Securities Act, and the commissions or discounts and other compensation paid to those persons could be regarded as underwriters compensation.

    From time to time, the Selling Shareholders may engage in short sales, short sales against the box, puts and calls and other transactions in our securities or derivatives of our securities, and will be able to sell and deliver the Shares in connection with those transactions or in settlement of securities loans. In effecting sales, brokers and dealers engaged by the Selling Shareholders and Company may arrange for other brokers or dealers to participate in those sales. Brokers or dealers may receive commissions or discounts from the Selling Shareholders and Company (or, if any such broker dealer acts as agent for the purchaser of those shares, from the purchaser) in amounts to be negotiated (which are not expected to exceed those customary in the types of transactions involved.) Brokers and dealers may agree with the Selling Shareholder and Company to sell a specified number of shares at the offering price per share and, to the extent those brokers and dealers are unable to do so acting as agent for the Selling Shareholder and Company, to purchase as principal any unsold Shares at the price required to fulfill the broker dealer commitment to the Selling Shareholder and Company. Broker dealers who acquire Shares as principals may thereafter resell those shares from time to time in transactions in the over-the-counter market or otherwise and at prices and on terms then prevailing at the time of sale, at prices then related to the then-current market price or negotiated transactions and, in connection with those resells, may pay to or receive from the purchasers of those Shares commissions as described above.

    We will pay all expenses of registration incurred in connection with this offering, but the Selling Shareholders will pay all brokerage commission, legal fees and other similar expenses incurred by them.

    The initial public offering price of the Common Stock set forth in this prospectus was estimated by management as a projection of the price at which the stock can be sold in this offering. The initial public offering price set forth on the cover page of this Prospectus should not, however, be considered an indication of the actual value of the Common Stock. Such price is subject to change as a result of market conditions and other factors. At the time a particular offer of the Shares is made, to the extent it is required, we will distribute a supplement to this Prospectus that will identify and set forth the aggregate amount of Shares being offered and the terms of the offering.

    The Company and the Selling Stockholders and any other person participating in the distribution of the Shares will also be subject to applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations promulgated under it, including, without limitation, Regulation M, which may limit the timing of purchases and sales of the Shares by the Selling Shareholders, the Company and any other person. Furthermore, Regulation M of the Securities Exchange Act of 1934 may restrict the ability of any person engaged in the distribution of the Shares to engage in market-making activities with respect to the particular shares being distributed for a period of up to 5 business days prior to the commencement of the distribution. All of the foregoing may affect the marketability of the Shares and the ability of any person or entity to engage in market-making activities with respect to the Shares. The securities offered hereby are eligible for sale only in certain states, and, in some of those states, may be offered or sold only to "institutional investors," as defined under applicable state securities law. To comply with certain states securities laws, if applicable, the Shares may be sold in those jurisdictions only through registered or licensed brokers or dealers. In certain states the Shares may not be sold unless the Selling Stockholder meets the applicable state notice and filing requirements. No sales or distributions, other than as described herein, may be affected after this Prospectus shall have been appropriately amended or supplemented.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS OF THE COMPANY

Our directors, executive officers and key employees, their respective ages and positions, biographical information on them, as of the date of this Prospectus, is set forth below. Biographical information for each of those persons is also presented below. Our executive officers are chosen by our Board of Directors and serve at its discretion. There are no existing family relationships between or among any of our directors or executive officers.

Name	Age	Position Held
Gunther Than	52	President, Chief Executive Officer, Chairman of the Board
Dr. Martin Maassen	56	Director
Dr. David Barbara	49	Director
Dr. Michael L. Bagnoli	42	Director
Andrew L. Jiranek	38	Vice President, Secretary and General Counsel
Bruce Lesniak	41	Senior Vice President of Corporate Development19
David Bruggeman	56	Vice President of Engineering20
John Curran	58	Vice President of Manufacturing21
Linda Than	46	Comptroller22

¹⁹

Mr. Lesniak has been given this title because it is commensurate with his operational authority and responsibilities. He is not an executive officer.

²⁰

Mr. Bruggeman has been given this title because it is commensurate with his operational authority and responsibilities. He is not an executive officer.

²¹

Mr. Curran has been given this title because it is commensurate with his operational authority and responsibilities. He is not an executive officer.

²²

Ms. Than has been given this title because it is commensurate with her operational authority and responsibilities. She is not an executive officer.

    The biographies of the Directors, Officers and Key Personnel are set forth below. All Directors hold office until the next annual shareholders meeting or until their death, resignation, retirement or until their successors have been elected and qualified. Vacancies in the existing Board are filled by a majority vote of the remaining Directors.

Gunther Than, President, Director and CEO.

    Throughout his career he has been involved in leading edge technologies, and has devoted his efforts to this technology on a full-time basis since he incorporated the Company in May 1994. Prior to View Systems, Inc., he was Vice President and a Principal, from 1990 to 1994, with significant ownership of Patterson Dental Corporation, the largest dental industry supplier in the world. At Patterson, Mr. Than was instrumental in an LBO of Patterson from Beatrice Foods, borrowing $48,000,000 from Security Pacific to procure in excess of $80,000,000 in assets, with Smith Barney handling the transaction. The system changes engineered by Mr. Than facilitated repayment of the debt in less than five years. He has a reputation for originating workable and profitable solutions for complex business problems using state of the art computer processes. He has always worked hands on in bringing projects from the research and development stage through prototype to final delivery.

    Prior to Patterson Dental Corporation, Mr. Than's career included: General Manager at Rutland Biotech, Vancouver, Canada, a developer of medical and health related proprietary products; Director of Information Systems of Salkin and Linoff, a Minneapolis, MN retailer of soft goods and ladies apparel, with $100MM in sales and over 500 retail outlets including Peck and Peck; Manager of Systems and Programs, Fairway Foods, a $2MMM sales division of Holiday Worldwide, Inc, and; Systems Programmer, Twin Disc, Inc, a Wisconsin manufacturer of power transmissions for heavy equipment, ships and construction implements.

    Mr. Than is a graduate of the University of Wisconsin, with a dual degree in engineering physics and applied mathematics. He has completed graduate level studies toward a Ph.D. in mathematics at the University Of Wisconsin and towards an MBA at Marquette University. Mr. Than founded RealView Systems, Inc. in 1994 and was elected the sole Director and Officer of View Systems, Inc. in September 1998. Subsequent to assuming control of View Systems, Inc., Mr. Than oversaw the acquisitions of the Company of RealView Systems, Inc., Xyros Systems, Inc and ETMC

Bruce E. Lesniak, Senior Vice-President of Corporate Development

    Mr. Lesniak has been active in the security industry for over 15 years. The last 14 years were spent with industry leader ADT Security Services. His most recent role as National Director of Business Development aligned him with the industries highest profile accounts. As a Senior Executive with ADT, Mr. Lesniak was instrumental in driving market growth as he guided sales, implemented numerous new product releases and directed the largest and most profitable region in the company. Mr. Lesniak will aid View Systems in developing strategic business plan, create strong partner alliances and build the sales and marketing infrastructure. Mr. Lesniak received an undergraduate degree from Illinois State University and is completing his Masters in Business Administration. Mr. Lesniak heads corporate development, sales and marketing for the Company. Mr. Lesniak works mainly out of his Milwaukee, Wisconsin office, when not taking business trips for the Company.

Andrew L. Jiranek, Vice President, Secretary and General Counsel

    Mr. Jiranek has extensive experience in working with emerging companies in the high technology industry and has counseled on the business issues commonly confronting these companies. Mr. Jiranek assists the Company with securities compliance, mergers and acquisition, strategic partnering, business development, licensing and other contractual issues, including bid proposal, and employment matters. He oversees quality control and compliance with ISO certification requirements for documentation and maintenance. Prior to joining the Company in February 1999, Mr. Jiranek worked in the Honors Program at the U.S. Department of Justice and for several large law firms in Baltimore, Md. and Washington, D.C. He received his Juris Doctorate in 1987 from the College of William and Mary School of Law and an Economics Degree in 1984 from Princeton University.

David C. Bruggeman, Vice President of Engineering

    Mr. Bruggeman is responsible for overseeing the hardware design and product development for the SecureView line of remote interactive video monitoring and surveillance products, as well as CareView™, FaceView™ the VCR replacement products and the products the Company is developing for the low-end consumer retail market. Mr. Bruggeman has been designing in the computer industry for over 37 years, with an emphasis on video and audio products in the past ten years. Prior to joining the View team, Mr. Bruggeman was Director of International Business Development for Gould Computer Systems, a large multinational corporate conglomerate and Vice President of Product Management for a large publicly traded video teleconferencing company.

John Curran, Vice President of Manufacturing

    A graduate of the University of Maine, Mr. Curran has thirty years of diversified Electronic and Electromechanical Manufacturing Engineering experience. Mr. Curran specializes in Start-up Manufacturing Operations, Productivity, and Quality Assessments. Mr. Curran formerly held management position at Ant Telecommunications, Inc., as a Production Manager, Gould, Inc., as the Director of Operations, and Novatak, Inc., as Director of Manufacturing.

Linda Than, Comptroller

    Ms. Than is the Business Manager for daily operations of the Company with responsibilities for bookkeeping, payables, receivables, and other aspects of day to day operations. She has previously been employed as a Comptroller and Business Manager by RealView Systems, Inc., which was acquired by the Company in October, 1999, and View Technologies, Inc., a related company prior to working with RealView Systems and View Technologies, from 1990 to 1994, Ms. Than served as business manager for a group dental practice where her duties included physician recruitment and bottom line performance of the business. Linda Than is the wife of Gunther Than.

    Additional directors of the Company are:

    David Michael Barbara, Jr. M.D.  Dr. Barbara has held a variety of executive positions with hospitals in Lafayette, Indiana and has been a surgeon with a 120-physician multi-specialty clinic since 1986. He holds a BA from Xavier University and MD from the University of Kentucky, and is a board certified surgeon.

Martin Maassen, MD is board-certified in Internal Medicine and Emergency Medicine and has served as a Staff Physician in the Emergency Departments of Jackson County, Deaconess, Union and St. Elizabeth hospitals in Indiana since 1977. In addition to practicing medicine he maintains an expertise in computer technologies and their medical applications. He holds a Bachelors and a MD degree from Indiana University.

Michael L. Bagnoli, D.D.S., M.D., holds (joint/dual) degrees as a medical doctor and a dental specialist. Since 1988 he has practiced dentistry in the specialty area of oral and masiofacial surgery. Through his practice, he introduced arthroscopic surgery along with the full scope of arthroplastic and total joint reconstruction to the community. Dr. Bagnoli was founder, CEO and president of a successful medical products company, Biotek, Inc., which sold to a larger interest in 1994. His combination of training and expertise in the areas of medical and dental, as well as his success in entrepreneurial business, brings a unique and valuable strength to View.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

    The following table sets forth, as of the date of this Prospectus, the beneficial ownership of our outstanding Common Stock by (i) each person known by us to own beneficially 5% or more of our outstanding Common Stock, (ii) each of our executive officers, (iii) each of our directors, (iv) all executive officers and directors as a group, and (v) the Selling Shareholders. Beneficial ownership after this offering will depend on the number of shares actually sold by the Selling Shareholders. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. For purposes of calculating the percentages shown in the chart, each person listed is also deemed to beneficially own any shares that have been issued as of the date of this Prospectus, the chart does not include shares that would be issued upon exercise of options, but it does include shares that would be issued upon exercise of warrants. Except as indicated by footnote, the persons named in the table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them. The inclusion of any shares as beneficially owned does not constitute an admission of beneficial ownership of those shares.

	Common Stock Beneficially Owned Prior to Offering1				Common Stock Beneficially Owned After Offering2
Name of Beneficial Owner and Relationship to Us				Number of Shares Being Registered
	Shares	Percent			Shares	Percent
Officers, Directors and 5% Shareholders
Gunther Than23 President, CEO, Director	1,943,640	26.9	%	0	1,943,640	22.3	%
Bruce Lesniak Senior V.P. of Corporate Development	150,000	2.1	%	10,000	140,000	1.6	%
Andrew L. Jiranek24 V.P., Secretary, General Counsel	106,000	1.5	%	0	106,000	1.2	%
Martin J. Maassen Director—R 506 Investor	111,000	1.5	%	35,000	76,000	0
David Bruggeman Vice President, Engineering	77,000	1.1	%	0	77,000	.8	%
Mike Bagnoli Director—R 506 Investor	40,000	0.6	%	40,000	0	0
All Executive Officers, Directors & 5% Shareholders as a Group (6 persons)7	2,427,640	33.5	%	65,000	2,342,640	26.9	%
Selling Shareholders
Columbia Financial Group Consultant—Investor Relations	600,000	8.3	%	400,000	200,000	2.3	%
Consultants Acquiring Warrants	54,000	.7	%	54,000	0	0
Rule 506 Investors	417,727	5.7	%	341,727	76,000	.1	%
Lawrence Seiler	230,000	3.2	%	100,000	130,000	1.5	%
Leokadia Than25 R 506 Investor	228,333	3.1	%	50,000	178,333	1.1	%
Jim Price R 506 Investor	50,000	.7	%	50,000	0	0
Tim Rieu R 506 Investor	50,000	.7	%	50,000	0	0
Magnum Worldwide Investments, Ltd.	100,000	1.4	%	100,000	0	0

²³

Gunther Than's wife, Linda Than, who is the Comptroller for the Company, owns 166,700 shares of the Company's common stock. We have granted Mr. Than options to purchase 60,000 shares of common stock at an exercise price per share equal to 110% of the bid price on the date of grant, or $2.07, and options to purchase 60,000 shares of common stock at an exercise price equal to $.01 per share. We have also granted Mr. Than options to purchase 250,000 shares at an exercise price of $2.00 per share, in connection with the Company's successful acquisition of Eastern Tech, and options to purchase 59,860 shares at a exercise price of more than $2.00 per share in connection with certain redemptions of stock. As of December 31, 1999, options to purchase 359,860 of these shares had vested.

²⁴

Mr. Jiranek influences the investment power and voting power of 6,000 shares held by his three children, Alice, Frances and Jay. Mr. Jiranek does not disclaim beneficial ownership of his children(1)s shares. We have granted Mr. Jiranek options to purchase 18,000 shares of common stock at an exercise price equal to 110% of the bid price on the date of grant, or $2.07, and options to purchase 18,000 shares of common stock at an exercise price equal to $.01 per share. As of December 31, 1999, options to purchase 15,000 of these shares had vested.

²⁵

Leokadia Than is Gunther Than's mother. Gunther Than does not claim beneficial ownership of Leokadia Than's shares.

DESCRIPTION OF SECURITIES

    Our authorized capital consists of 50,000,000 shares of Common Stock, $0.001 par value. As of the date of this Prospectus, there were 7,232,930 shares of Common Stock issued and outstanding, and this is the Company's only class of stock. An additional 504,860 shares of Common Stock are subject to issuance upon the exercise of outstanding share options (of which 403,860 are presently exercisable), as of December 31, 1999, up to an additional 454,000 shares may be issued to certain Warrant Holders upon the exercise of warrants acquired by that party in exchange for services and the payment of the exercise price of $2.00 per share. As of September 30, 1999, there were approximately 190 holders of record of the Common Stock.

Common Stock

    Each share of our common stock has the same relative rights and is identical in all respects with every other share of common stock. The holders of the Common Stock are entitled to one vote for each share they hold of record on all matters submitted to a vote of our stockholders. No holder of any class of stock of the Company has preemptive rights with respect to the issuance of shares of that or any other class of stock and the common stock is not entitled to cumulative voting rights with respect to the election of directors.

    The holders of common stock are entitled to pro rata dividends and other distributions if, as, and when declared by the board of directors out of assets legally available for the payment of dividends. The payment by the Company of dividends, if any, in the future rests within the discretion of the Board of Directors. The Company has not paid or declared any dividends. Upon the liquidation, dissolution or winding up of the Company, the holder of each share of common stock is entitled to share equally in the distribution of the Company's assets after the payment of liabilities. The holders of common stock are not entitled to the benefit of any sinking fund provision. The shares of common stock are not subject to any redemption provisions, nor are they convertible into any other security or property of the Company. All shares of common stock outstanding are fully paid and non-assessable.

Preferred Stock

    We have not authorized any class of stock other than common stock, but the Articles of Incorporation and By-laws do not prohibit the issuance of preferred stock where determined by the Board of Directors that such issuance is in our best interests. We will not issue preferred stock to insiders on terms more favorable than would be offered to third parties.

Transfer Agent

    The Transfer Agent for the Common Stock of the Company is Interwest Transfer Co., Inc., 1981 East 4800 South, Suite 100, Salt Lake City, Utah 84117.

Stock Options.

    On August 13, 1999, our Board of Directors adopted the View Systems, Inc. 1999 Employee Stock Option Plan (the "Stock Option Plan") and on August 20, 1999, our shareholders adopted the Stock Option Plan at a special meeting of shareholders in lieu of annual meeting. The Stock Option Plan provides a mechanism for the Company to incent executives, employees and other key personnel to provide services to the Company. The Stock Option Plan provides for two kinds of options: incentive stock options and non-qualified stock options.

Stock Warrants.

    We have entered into an agreement with Columbia Financial Group whereby we have granted Columbia Financial five year warrants to purchase 400,000 shares at $2.00 per share, exercisable one year from date of grant. We agreed to register for resale the shares that can be acquired upon exercise of these warrants in our next registration of securities pursuant to the Securities Act of 1933, as amended. In addition, we granted five year warrants to purchase 54,000 shares to two consultants to the Company. We also agreed to register for resale the shares that can be acquired upon exercise of these warrants in our next registration of securities pursuant to the Securities Act of 1933, as amended. All of these stock warrants are unexercised.

Registration Rights.

    We have granted contractual "piggyback" registration rights to investors in the Company's Rule 506 offerings of securities, to investors as part of certain isolated investment transactions and to Columbia Financial and two other consultants. The registration rights we granted those Selling Shareholders provided that we would register their shares as part of our next registration of securities under the Securities Act of 1933, as amended. The "registerable securities" covered by the rights include 196,000 shares of common stock sold in the Rule 506 offerings, 150,000 shares of common stock sold in certain isolated investment transactions, 100,000 shares of stock sold to Lawrence Seiler and 454,000 shares of common stock that can be obtained upon exercise of outstanding warrants. Pursuant to the registration rights we granted, we are required to include the indicated shares as part of our next registration, subject to certain "cut-back" rights, which is achieved by this Prospectus and Registration Statement. We are obligated to pay all fees, disbursements and out-of-pocket expenses and costs connected with the preparation and filing of the registration statement and complying with applicable securities and Blue Sky Laws. The holder of the shares subject to the registration statement are obligated to bear the costs, pro rata, of any underwriting discounts and commissions, if any, applicable to the registered securities being register able, as well as the fees of their own counsel.

Summary Of Articles Of Incorporation and By-laws Of View Systems, Inc.

    The following is a summary of the material provisions of the articles of incorporation of the Company. The full text of the articles of incorporation are attached as an exhibit to this Registration Statement.

    The power to issue additional shares of common stock rests with the board of directors of the Company, which may help delay or deter a change in control by increasing the number of shares needed to gain control. The following provisions of the Company's articles of incorporation may also have the effect of preventing, discouraging or delaying any change in control of the Company.

Staggered Terms for Directors

    The Company's articles of incorporation provide for a board of directors of at least one (1) person, which can be increased as provided in the Corporation's By-laws.

Acquisition Offers

    The board of directors, when evaluating any offer of another person to: (i) make a tender or exchange offer for any equity security of the Company; (ii) merge or consolidate the Company with another corporation or entity; or (iii) purchase or otherwise acquire all or substantially all of the properties and assets of the Company, shall, in connection with the exercise of its business judgment in determining what is in the best interest of the Company and its shareholders, give due consideration to all relevant factors, including, without limitation: (i) the consideration being offered; (ii) the social and economic effect of acceptance of such offer on the Company's present and future customers and employees and those of its subsidiaries, as well as on the communities in which the Company and its subsidiaries operate or are located; (iii) the ability of the Company to fulfill its corporate objectives as a financial institution holding company; and (iv) the desirability of maintaining independence from any other business entity.

Control Share Acquisitions

    Our articles of incorporation exempt us from the Florida Statutes governing control-share acquisitions. Generally, under the statute, a person intending to acquire 20% or more of our shares must give us notice of such intent and request approval of the acquisition by the board of directors. If the board of directors fails to approve the acquisition then such persons may request a meeting of the shareholders at which shareholders will be given an opportunity to vote on whether such shares will be accorded full voting rights. Refusal by the shareholders to accord full voting rights would result in the proposed acquirer obtaining shares that could not be voted on any matters to come before the shareholders. Certain acquisitions are exempt from the effects of the statute, such as mergers, business combinations or other acquisitions that have been approved by the board of directors, as well as acquisitions of shares issued by us in our original offering or in subsequent offerings approved by the Board.

Other Provisions.

    Under Florida law, the selection of a period for achieving corporate goals is the responsibility of the directors. In addition, the directors and officers, in exercising their respective powers with a view to the interest of the corporation, may consider (i) the interest of the corporations employees, suppliers, creditors and customers, (ii) the economy of the state and the nation, (iii) the interest of the economy and of society and (iv) the long-term, as well as short-term, interests of the corporation and its stockholders, including the possibility that those interests may be best served by the continued independence of the corporation. The directors may also resist any change or potential change of control of the corporation if the directors, by majority vote of a quorum, determine that a change or potential change is opposed to or not in the best interest of the corporation "upon consideration of the interest of the corporations stockholders," or for one of the other reasons described above. The directors may also take action to protect the interests of the corporation' stockholders by adopting or executing plans that deny rights, privileges, powers or authority to a holder of a specific number of shares or percentage of share ownership or voting power.

Reports to Security Holders

    The Company intends to send to its Shareholders, copies of its Annual Report on Form 10KSB, which report contains audited financial statements but does not intend to send its interim quarterly reports to its Security Holders. Upon request, the Company will provide copies to its Shareholders of its Quarterly Reports filed on Form 10Q-SB with the Securities and Exchange Commission. Pursuant to notice mailed to all shareholders in accordance with the By-laws of the Company, the Company held a special meeting, in lieu of annual meeting, of shareholders on August 27, 1999, and did not solicit proxies in connection with that meeting. A quorum was present at that meeting and a number of matters were approved, including election of directors for the coming year, appointment of auditors and transfer agent for the coming year, and adoption of the Company's restricted share plan and stock option plan.

INTEREST OF NAMED EXPERTS AND COUNSEL

    Our financial statements at December 31, 1998 and 1997, and for the periods ending then, have been audited by Stegman & Company, as set forth in this report at the end of this Prospectus, and are included in reliance on that report given on the authority of that firm as experts in accounting and auditing.

DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

    The FBC Act authorizes Florida corporations to indemnify any person who was or is a party to any proceeding (other than an action by, or in the right of, the corporation) by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation or other entity, against liability incurred in connection with such proceeding, including any appeal thereof, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Florida law does not provide for indemnification for (i) an act or omission that involves intentional misconduct or a knowing violation of a law, or (ii) payment of improper distributions. In the case of an action by or on behalf of a corporation, indemnification may not be made if the person seeking indemnification is adjudged liable, unless the court in which such action was brought determines such person is fairly and reasonably entitled to indemnification. The indemnification provisions of the FBC Act require indemnification if a director or officer has been successful on the merits or otherwise in defense of any action, suit or proceeding to which he or she was a party by reason of the fact that he or she is or was a director or officer of the corporation. The indemnification authorized under Florida law is not exclusive and is in addition to any other rights granted to officers and directors under the articles of incorporation or bylaws of the corporation or any agreement between officers and directors and the corporation. A corporation may purchase and maintain insurance or furnish similar protection on behalf of any officer or director against any liability asserted against the director or officer and incurred by the director or officer in such capacity, or arising out of the status, as an officer or director, whether or not the corporation would have the power to indemnify him or her against such liability under the FBC Act.

    The Company's Articles of Incorporation provide for the indemnification of directors and executive officers to the maximum extent permitted by Florida law. The Articles also authorize the board of directors to advance expenses incurred in connection with the defense of any action, suit or proceeding that the director or executive officer was a party to by reason of the fact that he or she is or was an officer or director of the Company and to procure insurance on behalf of such an individual for liabilities incurred whether or not we would have the power or obligation to indemnify him pursuant to our articles of incorporation. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, or officers or persons controlling us pursuant to the foregoing provisions, the registrant has been informed 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.

LEGAL PROCEEDINGS

    Hal Peterson, a former Vice President of Sales and Marketing of Xyros and a trust he controls filed suit against the Company on October 28, 1999. The lawsuit alleges that the Company has not timely paid interest and other monies due Hal Peterson, which Xyros had agreed to pay under two promissory notes made by Xyros, in the original principal amounts of $45,000 and $30,000, respectively. As part of its acquisition of Xyros, we guarantied the repayment of these promissory notes. The outstanding principal under the promissory notes was not due until December 31, 1999, and the dates for payment of accrued interest are not specified. Prior to our acquisition of Xyros, that company, which was controlled by Hal Peterson, had not paid interest on the notes and we intended at the time of acquisition to pay the notes in full when we had raised sufficient working capital to pay the notes. We are defending the lawsuit on the grounds that the outstanding principal was not due until December 31, 1999, and the dates for payment of accrued interest are not specified in the promissory notes. We intend to pay these promissory notes from the proceeds of this offering. Hal Peterson beneficially owns a substantial stake in View Systems, Inc. due to provisions he negotiated as part of our acquisition of Xyros.

    Other than these proceedings, we are not a part of any material pending legal proceedings and no such action by, or to the best of its knowledge, against the Company, has been threatened.

TRANSACTIONS WITH PROMOTERS

    The Company has no promoters that are not officers or directors, whose transactions are described elsewhere in this Registration Statement..

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    The following information summarizes certain transactions either we engaged in during the past two years, or we propose to engage in, involving our executive officers, directors, 5% stockholders or immediate family members of those persons:

    Former Shareholder Loans to Company.  The former shareholders and management of Xyros loaned monies to Xyros for working capital, and took back promissory notes, which mature on December 31, 1999, and accrue interest at the rate of 10% per annum. As part of our acquisition of Xyros, we agreed to guaranty the repayment of this indebtedness. As of September 30, 1999, the outstanding principal amount of these loans had been paid down to $110,000. Some of the management of Xyros became involved in the management of the Company following the acquisition and some did not.

    Gunther Than, Chairman of the Board, President, and CEO of View Systems, acquired 1,046,800 shares of common stock as a result of the Company's acquisition of RealView Systems, Inc. He also acquired 300,000 shares under the View Systems, Inc., 1999 restricted share plan and 300,000 shares in exchange for a restrictive covenant-not-to-compete and covenant not to solicit employees and customers. In connection with the acquisition of ETMC, Mr. Than received bonus compensation in the amount of 250,000 shares and an option to purchase another 250,000 shares at $2.00 per share. Mr. Than has also been granted the following options under the View Systems, Inc. 1999 Employee Stock Option Plan: an incentive stock option to purchase 60,000 shares at 110% of the traded price as quoted on the NASDAQ OTCBB on the date of grant, or $2.07, which options vest at the rate of 5,000 shares per month beginning September 1, 1999; a non-qualified option to purchase 60,000 shares at $.01 per share, which options vest at the rate of 5,000 shares per month beginning September 1, 1999. On May 27, 1999, we entered into a redemption agreement with Mr. Than, whereby we redeemed 25,000 shares of common stock owned by Mr. Than in exchange for a total cash payment of $50,000. As part of this agreement, we granted Mr. Than an option to purchase back these 25,000 shares for $50,000, plus interest on $50,000 from May 27, 1999, to the date of redemption, at a rate of 10% per annum. On September 30, 1999, the Company redeemed 34,860 shares of common stock of Gunther Than in exchange for forgiveness of $67,719.35 in loans Gunther Than had taken from the Company during 1999. As part of this agreement, Mr. Than was granted an option to purchase these 34,860 shares back for $67,719.35, plus interest at the rate of 10% per annum thereon from September 30, 1999, to the date of redemption. Mr. Than continues to be indebted in the amount of approximately $20,000 in loans he has taken from the Company during 1999. The Company has also issued 200,000 shares of common stock to Leokadia Than, Gunther Than's mother, in exchange for forgiveness of loans totaling $177,000 and unpaid and accrued interest in the amount of $33,000 on these loans. Mr. Than disclaims beneficial ownership of Leokadia Than's shares.

    Andrew L. Jiranek, Vice President, Secretary and General Counsel of View Systems, received 100,000 shares of common stock under the Company's 1999 Restricted Share Plan. Mr. Jiranek has also been granted the following options under the View Systems, Inc. 1999 Employee Stock Option Plan: an incentive stock option to purchase 18,000 shares at 110% of the traded price as quoted on the NASDAQ OTCBB on the date of grant, or $2.07, which options vest at the rate of 1,500 shares per month beginning September 1, 1999; a non-qualified option to purchase 18,000 shares at $.01 per share, which options vest at the rate of 1,500 shares per month beginning September 1, 1999.

    Bruce Lesniak, Senior Vice President of Corporate Development has been granted 140,000 shares of stock under the Company's 1999 Restricted Share Plan. Mr. Lesniak has also purchased 10,000 shares of the Company's common stock as part of its Rule 506 offering, under the terms established in that offering.

    David Bruggeman, Vice President of Engineering, is the beneficiary under the Company's restricted share plan of 48,000 shares of the Company's common stock. He also received 39,000 shares in the Xyros share exchange.

    John Curran, Vice President of Manufacturing, is the beneficiary under the Company's restricted share plan of 12,000 shares of the Company's common stock.

    Martin Maassen, Director, received $21,000.00 in consulting fees from the Company prior to becoming a Director of View Systems. He also purchased 111,000 shares from the Company on August 18, 1999, as part of its Rule 506 offering, at terms established for that offering.

    Mr. Michael Bagnoli purchased 20,000 shares from the Company on August 8, 1999, as part of its Rule 506 offering, at terms established for that offering.

    Linda Than, the wife of Gunther Than, and Comptroller for the Company, is the beneficiary of 100,000 shares under the Company's restricted share plan and was the recipient of 66,700 shares of the issuers common stock in the RealView share exchange.

    View Technologies, Inc., a privately held Colorado corporation founded in 1994, is a related company. It was founded and organized by Gunther Than, President, CEO and Board Chairman of View Systems, Inc. View Technologies produces software and hardware products used in computer networks, which transmit and store diagnostic medical imagery. View Technologies also integrates these products in customer installations, thereafter supporting the installed base. View Technologies has been mainly involved in research and development since its incorporation in 1994, principally in the area of compression and decompression of digital files containing diagnostic medical imagery. At the current time, View Technologies is supporting two beta sites, at John Hopkins Bayview Medical Center in Baltimore, Maryland and St. Vincent's Hospital in Indianapolis, Indiana; although it is currently negotiating additional installations. It also licenses a software package it has created for use in the veterinary industry to an exclusive distributor, Veterinary Imaging Centers, Inc., an Ohio corporation. Royalties from the licensing of this software product have been steadily increasing; however, currently only approximately 50 copies of this software have been licensed and are in use.

    Some of the shareholders of View Technologies were also shareholders in RealView Systems, Inc., a company acquired by View Systems, Inc. in October 1998. View Technologies has developed its own software for compressing digital files containing sound and image data. View Technologies has licensed this software to RealView Systems; however, it is believed that this software will be unsuitable for integration into View Systems products because it has been optimized for medical imagery. Therefore, View Systems, is developing, and plans to license, its own proprietary compression formulations. View Technologies and View Systems share human resources and Gunther Than is also the President and Chief Executive Officer of View Technologies. The companies account for any and all resources that are jointly used by both companies. View Technologies operates out of space adjoining the space occupied by View Systems in Columbia, Maryland. From time to time, as is necessary, View Systems and/or View Technologies will loan each other monies. On September 30, 1999, we redeemed 130,937 shares of its common stock, which shares were restricted with the meaning of Rule 144 of the Securities Act of 1933, held by View Technologies for the redemption price of $2.13 per share, resulting in a cancellation of a stock certificate held by View Technologies evidencing 130,937 shares and a cancellation of View Technologies indebtedness of $278,895.81 to the Company. View Technologies is indebted to the Company in the approximate amount of $50,000, as of September 30, 1999.

MARKET FOR COMMON EQUITY AND
RELATED SHAREHOLDER MATTERS

    The shares of View Systems, Inc., the Registrant, trade on the OTC Bulletin Board under the symbol "VYST" with a Standard and Poors Cusip # 926706102. The Company is listed in the Standard and Poors Industrial manual. As of September 30, 1999, the Company listed 169 Shareholders of record.²⁶ The recent high bids and low bids, from the National Quotation Bureau, were:

²⁶

The shareholder count does not include the shareholders that use CEDE & Co as their nominee. Most shareholders who deposit their shares with a broker use CEDE & Co. as a nominee. As of September 30, 1999, CEDE & Co. was the nominee for 2,399,067 shares. We believe there are many shareholders using CEDE & Co as nominee.

	High	Low
December 31, 1998	21/8	2
March 31, 1999	27/16	23/16
June 30, 1999	3	23/4
September 30, 1999	21/8	115/16

    There are fourteen broker-dealers listed as traders of the Company stock, as of December 1, 1999.

Knight Securities, Inc.
Hill Thompson Magid & Co., Inc.
Sharpe Capital, Inc.
Wilson-Davis & Co., Inc.
W. H. Myerson & Co., Inc. Wien Securities Corp.
Herzog, Heine, Geduld, Inc.
Paragon Capital Corporation
Global Financial Group, Inc.
GVR Company USCC Trading/A Division of Fleet Securities
Mayer & Schweitzer, Inc.
North American Institutional Brokers
Spencer Edwards, Inc.

    These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions

    The Company's shares will be subject to Section 15(g) and Rule 15g-9 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), commonly referred to as the "penny stock" rule. Section 15(g) sets forth-certain requirements for transactions in penny stocks and title 15g-9(d)(1) incorporates the definition of penny stock that is found in Rule 3a51-1 of the Exchange Act.

    The Commission generally defines penny stock to be any equity security that has a market price less the $5.00 per share, subject to certain exceptions. Rule 3a51-1 provides that any equity security is considered to be penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the Commission; authorized for quotation from the NASDAQ stock Market; issued by a registered investment company; excluded from the definition on the basis of price (at least $5.00 per share) or the issuer's net tangible assets; or exempted from the definition by the Commission. If the Company's shares are deemed to be a penny stock, trading in the shares will be subject to additional sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors, who generally are persons with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse.

    For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such security and must have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the first transaction, of a risk disclosure document relating to the penny stock. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information for the penny stocks held in account and information on the limited market in penny stocks. Consequently, these rules may restrict the ability of broker-dealers to trade and/or maintain a market in the Company's Common Stock and may affect the ability to shareholders to sell their shares.

Dividend Policy

    The Company has not declared or paid cash dividends or made distributions in the past, and the Company does not anticipate that it will pay cash dividends or make distributions in the foreseeable future. The Company currently intends to retain and invest future earnings to finance its operations.

EXECUTIVE COMPENSATION

    The following table sets forth certain compensation concerning remuneration for the fiscal year ending December 30, 1999.

Name	Capacities	Fiscal Year	Salary/ Retainer Payments ($)		Bonus ($)	All other Compensation ($)
Gunther Than	President, CEO and Director	1999	$	72,000	Stock	Stock
David Bruggeman	Vice President, Engineering	1999	$	72,000		Stock
Andrew L. Jiranek	VP, General Counsel & Corporate Secretary	1999	$	72,000		Stock
John Curran	Vice President, Manufacturing	1999	$	60,000		Stock
Bruce Lesniak	Senior Vice President of Corporate Development	1999	$	48,000		Stock
Linda Than	Comptroller & Business Manager	1999	$	30,000		Stock

Gunther Than, President, CEO, Director

    Mr. Than has an executive employment agreement for $6,000.00 per month and 300,000 shares of the issuer's common stock in exchange for a restrictive covenant-not-to-compete or solicit Company employees. Mr. Than's employment agreement will continue in effect unless terminated by either Mr. Than or the Company on a sixty-day notice. Mr. Than also participates in the Company's restricted share plan for 300,000 shares. 150,000 of these shares have already fully vested under the restricted share plan and 150,000 of these shares are due to fully vest on April 2, 2000 if Mr. Than is still employed with the Company. Mr. Than has also received a bonus stock payment of 250,000 shares and an option to purchase 250,000 shares for $2.00 per share, in connection with the Company's acquisition of ETMC. Mr. Than has also received, under the View Systems, Inc. 1999 Stock Option Plan, an incentive stock option to purchase a total of 60,000 shares and a non-qualified option to purchase another 60,000 shares under the Company's 1999 stock option plan. These options vest under the stock option plan at the rate of an incentive option to purchase 5,000 shares and a non-qualified option to purchase 5,000 shares every month beginning September 1, 1999, and July 1, 1999, respectively.

Bruce Lesniak, Senior Vice-President of Corporate Development

    Mr. Lesniak has an independent contractor agreement for $4,000 per month. Either party may cancel said agreement on thirty days notice. Mr. Lesniak has also participated in the Company's restricted share plan for 140,000 fully vested shares. The Company has also agreed, for every month of service, to grant Mr. Lesniak options to purchase 4,000 shares of the Company's common stock for a nominal option price.

Andrew L. Jiranek, Vice President, Secretary & General Counsel

    Mr. Jiranek has an employment agreement for $6,000.00 per month. Either party may cancel said agreement on sixty days notice. Mr. Jiranek has also participated in the Company's restricted share plan for 100,000 fully vested shares. Mr. Jiranek has also received, under the View Systems, Inc. 1999 Stock Option Plan, an incentive stock option to purchase a total of 18,000 shares and a non-qualified stock option to purchase a total of 18,000 shares. These options vest under the stock option plan at the rate of an incentive option to purchase 1,500 shares and a non-qualified option to purchase 1,500 shares every month, beginning September 1, 1999, and July 1, 1999, respectively.

David C. Bruggeman, Vice President of Engineering

    Mr. Bruggeman has an employment agreement with View Systems, Inc., whereby he receives $6,000.00 per month, which agreement may be canceled by either party on thirty days notice. Mr. Bruggeman has also participated in the Company's restricted share plan for 48,000 shares. These shares are vesting at a rate of 4,000 shares per month beginning March 1, 1999.

John Curran, Vice President of Manufacturing

    Mr. Curran has an employment agreement with ETMC whereby he receives $5,000.00 per month, which agreement may be canceled by either party on thirty days notice. Mr. Curran has also received 12,000 shares under the Company's restricted share plan. These shares are vesting at a rate of 1,000 shares per month beginning July 1, 1999.

Linda Than, Comptroller & Business Manager

    Ms. Than does not have a written employment agreement with the Company, however, she receives $2,500 per month in exchange for her services. Ms. Than has also received 100,000 fully vested shares under the Company's restricted share plan.

    There are no annuity, pension, or retirement benefits proposed to pay officers, directors, or employees of the Corporation in the event of retirement pursuant to any presently existing plan provided or contributed to by the Corporation or any of its subsidiaries.

    No remuneration other than that reported in this paragraph is proposed to be in the future directly or indirectly by the corporation to any officer or director under any plan that presently exists.

Board of Directors.

    Our Articles of Incorporation provide for a Board of Directors consisting of between 1 and 7 persons. The number of directors can be increased as provided in our by-laws by the board of directors. Our directors serve for terms of one year.

Board of Directors Committees.

    Our Board of Directors has established an executive compensation committee and it will establish an audit committee. Each of these committees will be responsible to the full Board of Directors, and, in general, its activities will be subject to the approval of the full Board of Directors.

    The audit committee will be primarily charged with the review of professional services provided by our independent auditors, the determination of the independence of those auditors, our annual financial statements, and our system of internal accounting controls. The audit committee will also review such other matters with respect to our accounting, auditing and financial reporting practices and procedures as it finds appropriate or as is brought to its attention, including our selection and retention of independent accountants. We anticipate that non-employee, outside directors will comprise, in part, the audit committee.

    The compensation committee is charged with the responsibility of reviewing executive salaries, administering bonuses, incentive compensation and our stock option plans and approving our other executive officer benefits. The compensation committee will also consult with our management regarding pension and other benefit plans, and our compensation policies and practices in general. The compensation committee consists of three outside directors.

Compensation of Directors.

    We do not have any standard arrangement for compensating our directors for the services they provide to the Company in their capacity as directors, including services for committee participation or for special assignments.

Employment Agreements.

    We have adopted a policy of entering into employment agreements with our senior management, and have entered into such agreements with Messers. Than, Bruggeman, Curran, Lesniak and Jiranek. The terms of the employment agreements for Messers Than and Jiranek begun on June 1, 1999, and may be terminated on 60 days notice, provided that if termination is without cause, these executives are entitled to severance payments for three (3) years equal to the salary and bonuses they received in the year prior to termination. Under the agreements, Mr. Than is entitled to receive an initial base salary of $72,000 and Mr. Jiranek is entitled to receive an initial base salary of $60,000. In addition, Mr. Than and Mr. Jiranek are entitled to receive such stock options and incentive stock payments as are established by the Board. Mr. Than has received 300,000 shares and Mr. Jiranek has received 100,000 shares under the Company's restricted share plan. In connection with the ETMC acquisition, Mr. Than received stock bonus compensation of 250,000 shares and options to purchase 250,000 shares at a exercise price of $2.00 per share. Mr. Than has received options to acquire 120,000 shares, with the strike price for the non-qualified option to purchase 60,000 shares set at $.01 per share and the strike price for the qualified incentive stock option set at 110% of fair market value on the date of grant. These options vest in monthly amounts at the rate of 10,000 shares per month. Mr. Jiranek has received options to acquire a total of 36,000 shares, with the strike price for the non-qualified option to purchase 18,000 shares set at $.01 per share and the strike price for the qualified incentive stock option set at 110% of fair market value on the date of grant. These options vest in monthly amounts at the rate of 1,500 shares per month. The agreements for Mr. Than and Mr. Jiranek provide for non-compete, confidentiality and non-circumvention provisions and Mr. Than received 300,000 in stock in consideration for his non-compete covenants. These agreements expressly survive acquisition by another Company. Mr. Lesniak has entered into an independent contractor agreement whereby he is to receive the monthly sum of $4,000, plus stock compensation accruing at the rate of 4,000 shares per month. The agreement contains confidentiality, non-solicitation and conflict of interest protections for the Company. In addition, under the agreement, Mr. Lesniak is to receive commissions for sales of products and any negotiated business combination he procures, upon such terms as are subsequently agreed at the time the opportunity is identified. Under the agreement, Mr. Lesniak has received 140,000 shares as incentive stock compensation. Either party on 60 days notice can terminate the agreement, provided that if Mr. Lesniak is terminated without cause, he is entitled to his monthly payments and bonus for a year equal to the monthly payments and bonus he received in the year prior to termination. Mr. Bruggeman has entered into an employment agreement on May 12, 1999, with an initial base salary of $72,000 and such employee benefits as are established by the Company. Either party may terminate Mr. Bruggeman's employment on thirty (30) days notice. This agreement provides for confidentiality, non-solicitation and non-compete protections and contains an assignment of intellectual property clause. Mr. Bruggeman has received 48,000 shares under the Company's restricted share plan, vesting in the amount of 4,000 shares per month. ETMC has entered into an employment agreement with Mr. Curran, effective July 1, 1999. Mr. Curran's agreement with ETMC provides for an initial base salary of $60,000 per annum. plus employee benefits, 2 weeks paid vacation, and the right to receive 12,000 shares under the Company's restricted share plan. The shares under the Company's restricted share plan vest at the rate of 1,000 shares per month. The agreement may be terminated on 30 days notice, with or without cause. The agreement provides for non-compete, non-solicitation and confidentiality protections to the Company.

Part F/S—Financial Information
INDEX TO FINANCIAL STATEMENTS
VIEW SYSTEMS, INC

Audited Financial Statements:	Page
Independent Auditor's Report
Balance Sheet at December 31, 1998
Statements of Operations for Years Ended December 31, 1998 and 1997
Statements of Stockholder's Equity (Deficit) for the Years Ended December 31, 1998 and 1997
Statements of Cash Flows for the Years Ended December 31, 1998 and 1997
Notes to Financial Statements
Interim Financial Statements (Unaudited):
Balance Sheets at September 30, 1999 and December 31, 1998
Statement of Operations for the Three Months and Nine Months Ended September 30, 1999 and 1998
Statement of Cash Flows for the Nine Months Ended September 30, 1999 and 1998
Notes to Interim Financial Statements

VIEW SYSTEMS, INC.
(A Development Stage Company)
REPORT ON AUDITS OF CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 1998 AND 1997

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
View Systems, Inc.
9693 Gerwig Lane, Suite O
Columbia, Maryland 21046

And

925 West Kenyon Avenue
Suite 15
Englewood, Colorado 80110

    We have audited the accompanying consolidated balance sheet of View Systems, Inc. (a development stage company) and subsidiaries as of December 31, 1998, and the related consolidated statements of operations, changes in stockholders' equity, and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. The consolidated financial statements of View Systems, Inc. for the year ended December 31, 1997, were audited by other auditors whose report dated July 23, 1998, expressed an unqualified opinion on those statements.

    We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

    In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of View Systems, Inc. and subsidiaries as of December 31, 1998, and the results of their operations and their cash flows for the year then ended in conformity with generally accepted accounting principles.

Stegman & Company
Certified Public Accountants
Suite 200, 405 East Joppa Rd.
Towson, Md. 21286
May 15, 1999

VIEW SYSTEMS, INC.
(A Development Stage Company)

CONSOLIDATED BALANCE SHEET

AS OF DECEMBER 31, 1998

ASSETS
CURRENT ASSETS:
Cash	$	169,899
Due from affiliated entity		3,663
Accounts receivable		13,599
Inventory		4,574
Total current assets		191,735
PROPERTY AND EQUIPMENT:
Equipment		22,429
Software tools		10,263
		32,692
Less accumulated depreciation		21,580
Net value of property and equipment		11,112
OTHER ASSETS—Software developmental costs		72,223
TOTAL ASSETS	$	275,070
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	30,071
Note payable—bank		65,000
Notes payable—stockholders		173,000
Taxes payable		2,915
Total current liabilities		270,986
STOCKHOLDERS' EQUITY:
Common stock—par value $.01, 50,000,000 shares authorized, issued and outstanding—4,316,667		4,317
Additional paid-in capital		406,253
Deficit accumulated during development stage		(406,486	)
Total stockholders' equity		4,084
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	275,070

See accompanying notes.

VIEW SYSTEMS, INC.
(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

	1998			1997			Cumulative from January 26, 1989 (Inception) to December 31, 1998
REVENUE:
Sales and other income	$	31,438		$	—		$	50,555
Cost of goods sold		20,891			—			22,097
GROSS PROFIT ON SALES		10,547			—			28,458
OPERATING EXPENSES:
Advertising and promotion		3,959			1,222			17,894
Automobile		—			—			1,728
Depreciation		4,706			4,526			21,580
Dues and subscriptions		250			—			250
Insurance		1,268			—			1,268
Interest		10,054			233			10,337
Miscellaneous expense		1,343			—			27,556
Office expenses		106,375			2,264			135,008
Professional fees		10,819			5,054			60,130
Consulting		45,415			—			45,415
Rent		52,204			8,375			67,397
Repairs and maintenance		—			—			3,570
Travel and entertainment		13,465			720			31,361
Utilities		4,246			2,443			11,450
Total expenses		254,104			24,837			434,944
NET LOSS	$	(243,557	)	$	(24,837	)	$	(406,486	)
LOSS PER SHARE:
Basic		(.06	)		(.01	)
Diluted		(.06	)		(.01	)

See accompanying notes.

VIEW SYSTEMS, INC.
(A Development Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

	Common Stock		Additional Paid-in Capital		Deficit Accumulated During the Development Stage			Total Stockholders' Equity (Deficit)
Balance at January 1, 1997	$	4,150	$	156,570	$	(138,092	)	$	22,628
Net loss		—		—		(24,837	)		(24,837	)
Balance at December 31, 1997		4,150		156,570		(162,929	)		(2,209	)
Sale of common stock		167		249,683		—			249,850
Net loss		—		—		(243,557	)		(243,557	)
Balance at December 31, 1998	$	4,317	$	406,253	$	(406,486	)	$	4,234

See accompanying notes.

VIEW SYSTEMS, INC.
(A Development Stage Company)

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

	Years Ended December 31,						Cumulative from January 26, 1989 (Inception) to December 31, 1998
	1998			1997
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(243,557	)	$	(24,837	)	$	(406,486	)
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation		4,706			4,526			21,580
Changes in operating assets and liabilities:
Accounts receivable		(13,599	)		—			(13,599	)
Inventory		(4,574	)		—			(4,574	)
Software development costs		(22,077	)		(13,792	)		(72,223	)
Due (to) from affiliated entity		(573	)		8,543			(3,663	)
Accounts payable		23,386			7,517			30,071
Taxes payable		2,915			—			2,915
Net cash (used) provided by operating activities		(253,373	)		(18,043	)		(445,979	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(6,604	)		(4,050	)		(32,692	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loans provided by stockholders		180,019			13,000			173,000
Proceeds from notes payable		—			—			65,000
Proceeds from issuance of stock		249,850			9,100			410,570
Net cash provided by financing activities		429,869			22,100			648,570
NET INCREASE IN CASH		169,892			7			169,899
CASH AT BEGINNING OF YEAR		7			—			—
CASH AT END OF YEAR	$	169,899		$	7		$	169,899

See accompanying notes.

VIEW SYSTEMS, INC.
(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

    View Systems, Inc. (the "Company") has been in the development stage since its formation on January 26, 1989. It designs and develops high technology software used in conjunction with surveillance capabilities. The technology utilizes the compression and decompression of digital inputs. Operations, since formation, have been devoted primarily to raising capital, developing the technology, promotion, and administrative functions.

Basis of Consolidation

    The consolidated financial statements include the accounts of View Systems, Inc. and its wholly owned subsidiaries, Real View Systems, Inc. and Xyros Systems, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation.

Revenue Recognition

    The Company and its subsidiaries recognize revenue and the related cost of goods sold upon shipment of the product.

Property and Equipment

    Property and equipment is recorded at cost and depreciated over their estimated useful lives, using the straight-line and accelerated depreciation methods. Upon sale or retirement, the cost and related accumulated depreciation are eliminated from the respective accounts, and the resulting gain or loss is included in the results of operations. The useful lives of property and equipment for purposes of computing depreciation are as follows:

Equipment	5—7 years
Software tools	3 years

    Repairs and maintenance charges, which do not increase the useful lives of assets, are charged to operations as incurred. Depreciation expense for the years ended December 31, 1998 and 1997 amounted to $4,706 and $4,526, respectively.

Advertising

    Advertising costs are charged to operations as incurred.

Loss Per Share

    Loss per share is computed by dividing the net loss for the period by the weighted average number of common shares outstanding.

Income Taxes

    Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes. Deferred taxes are recognized for differences between basis of assets and liabilities for financial statement and income tax purposes. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will be either taxable or deductible when the assets or liabilities are recovered or settled.

Use of Estimates

    Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from the estimates that were used.

2. UNINSURED CASH BALANCES

    The Company maintains its cash balances at a regional bank, located in Laurel, Maryland. Accounts at this institution are insured by the Federal Deposit Insurance Corporation up to $100,000. Uninsured balances were approximately $69,899 at December 31, 1998.

3. SOFTWARE DEVELOPMENT COSTS

    The Company accounts for computer software development costs, in accordance with Statement of Financial Accounting Standards No. 86,Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed.Capitalized costs will be amortized over the estimated product life on the straight-line basis. As of December 31, 1998, the Company has recorded no amortization since a final product has yet to be completed and marketed.

4. RELATED PARTY TRANSACTIONS

    The Company's major stockholders also own interests in a related corporation—View Technologies, Inc. The two companies enter into various transactions throughout the year to provide working capital to one another when necessary. At December 31, 1998, View Technologies, Inc. owed the Company $3,663.

    Additionally, the Company has entered into a licensing agreement with View Technologies, Inc. Under the terms of this agreement, the Company will pay a source code license fee in an amount equal to 5% of gross sales derived from use of the software to View Technologies, Inc. Payment of this fee will cease when total fees of $50,000 have been paid. In addition, upon delivery of a copy of the software to a customer, the Company will remit a sublicense fee equal to 5% of gross sales to View Technologies, Inc. This software license agreement commenced in October 1997 and has a ten-year term. At December 31, 1998, the Company has yet to generate any sales with respect to this agreement.

5. NOTE PAYABLE—BANK

    One of the Company's subsidiaries has a demand note payable with a bank having an outstanding balance of $65,000 as of December 31, 1998. The note bears interest at 10.5% per annum payable monthly and is personally guaranteed by a stockholder of the Company.

6. NOTES PAYABLE—STOCKHOLDERS

    Certain stockholders of the Company have made loans to the Company. The notes have an annual interest rate of 10%, with interest paid monthly. The notes are due on December 31, 1999.

7. STOCK OFFERING

    On November 16, 1998, the Company commenced a private placement stock offering for 650,000 shares of common stock. The offering was successfully concluded on February 8, 1999 with the sale of 650,000 shares and total proceeds to the Company of $1,000,000. The total proceeds of the offering will be used by the Company to fund its operations and other capital needs for the coming year. As of December 31, 1998, 167,000 shares had been sold resulting in net proceeds of $249,856.

8. RESTRICTED SHARE PLAN

    The Company has approved a restricted share plan under which shares of the Company will be granted to officers, employees and directors at the discretion of the Board of Directors. The Company has reserved 775,000 shares for this plan. No shares have been granted as of December 31, 1998.

9. INCOME TAXES

    The components of the net deferred tax asset and liability as of December 31, 1998 are as follows:

Effect of net operating loss carryforward	$	108,000
Less valuation allowance		(108,000	)
Net deferred tax asset (liability)	$	—

    The Company has recorded a valuation allowance in an amount equal to the deferred tax asset resulting from its net operating loss carry forward. The Company believes this to be appropriate due to its status as a development stage company.

    The Company has net operating loss carry forwards of approximately $375,000 at December 31, 1998, which, due to ownership changes, will be limited in annual usage.

10. BUSINESS COMBINATIONS

    On October 6, 1998, the Company completed its acquisition of Real View Systems, Inc. in Columbia, Maryland. As provided under the terms of the merger agreement, Real View Systems, Inc. became a wholly owned subsidiary of the Company and each of the outstanding shares of the common stock of Real View Systems, Inc. was converted into 1.33 shares of the Company's common stock. The Company issued 2,000,000 shares of its common stock in connection with the merger. This acquisition was accounted for as a pooling of interests and all financial statements and financial information contained herein has been restated to include the accounts and results of operations of these companies for all periods presented.

    On February 25, 1999, the Company acquired Xyros Systems, Inc. of Columbia, Maryland, a developer of a computer based system that captures video and audio data from surveillance equipment, transmits and stores it within standard personal computer systems. Under the terms of the merger agreement, each of the 100 shares of Xyros Systems, Inc.'s common stock will be exchanged for 1,500 shares of the Company's common stock. This acquisition is accounted for as a pooling of interests.

VIEW SYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS FOR NINE MONTHS

ENDED SEPTEMBER 30, 1999 (UNAUDITED) AND DECEMBER 31, 1998

	September 30, 1999			December 31, 1998
	(unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	75,197		$	169,899
Accounts receivable		37,770			13,599
Inventory—at lower of cost or market		98,780			4,574
Due from affiliated entities		66,478			3,663
Total current assets		278,225			191,735
PROPERTY AND EQUIPMENT:
Machinery and other equipment		567,392			22,429
Software tools		7,825			10,263
		575,217			32,692
Less accumulated depreciation		131,975			21,580
Net value of property and equipment		443,242			11,112
OTHER ASSETS:
Investment in MediaComm Broadcasting, Inc.—at cost which approximates fair value		28,000			—
Software development costs		58,133			72,223
INTANGIBLE ASSETS—Goodwill, net of accumulated amortization*		478,832			—
TOTAL ASSETS	$	1,286,432		$	275,070
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable		44,412		$	30,071
Accrued interest payable		8,250			—
Notes payable—stockholders		287,000			163,000
Note payable—bank		70,709			75,000
Payroll taxes payable		26,467			2,915
Total current liabilities		436,838			270,986
STOCKHOLDERS' EQUITY:
Common stock—par value $.001, 50,000,000 shares authorized, issued and outstanding—6,821,021 (September 30, 1999) and 4,316,667 (December 31, 1998)		6,821			4,317
Additional paid in capital27		3,242,839			406,253
Accumulated Deficit		(2,400,066	)		(406,486	)
Total stockholders' equity		849,594			4,084
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,286,432		$	275,070

See accompanying notes.

²⁷

Includes shares issued in lieu of salaries

*

Goodwill associated with the acquisition of ETMC.

VIEW SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)

	1999			1998
	(unaudited)			(unaudited)
REVENUE:
Sales and other income	$	153,230		$	9,384
Cost of goods sold		141,199			6,161
GROSS PROFIT ON SALES		12,031			3,223
OPERATING EXPENSES:
Amortization		12,384			—
Automobile expenses		214			—
Commissions		200			—
Depreciation		15,415			—
Development salaries		250,000			—
Dues and subscriptions		1,175			—
Insurance		4,961			338
Interest		5,595			2,876
Investor relations		7,094			—
Marketing		148,047			204
Miscellaneous expenses		4,122			730
Office expenses		4,942			1,942
Postage and delivery		3,694			168
Printing and reproduction		5,260			—
Professional fees		291,637			2,519
Rent		7,495			10,716
Repairs and maintenance		10,754			—
Research		—			6,731
Salaries and benefits		474,084			28,336
Taxes		2,393			2,397
Telephone		11,791			1,954
Travel expenses		28,884			359
Utilities		3,363			—
Total expenses		1,293,504			59,270
NET LOSS	$	(1,281,473	)	$	(56,047	)
LOSS PER SHARE:
Basic	$	(0.19	)	$	(0.01	)
Diluted	$	(0.19	)	$	(0.01	)

VIEW SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)

	1999			1998
	(unaudited)			(unaudited)
REVENUE:
Sales and other income	$	194,491		$	26,337
Cost of goods sold		154,068			10,048
GROSS PROFIT ON SALES		40,423			16,289
OPERATING EXPENSES:
Amortization		16,512			—
Automobile expenses		1,435			—
Commissions		1,200			—
Depreciation		22,039			—
Development salaries		250,000
Dues and subscriptions		1,494			—
Insurance		11,156			826
Interest		17,585			4,493
Investor relations		9,905			—
Marketing		156,487			3,023
Miscellaneous expenses		5,782			927
Office expenses		27,232			4,580
Postage and delivery		6,572			394
Printing and reproduction		26,897			—
Professional fees28		427,797			12,420
Rent		30,395			25,462
Repairs and maintenance		14,277			—
Research		2,698			9,269
Salaries and benefits		905,541			60,230
Taxes		3,201			5,462
Telephone		18,591			2,536
Travel expenses		66,847			1,340
Utilities		10,360			—
Total expenses		2,034,003			130,962
NET LOSS29	$	(1,993,580	)	$	(114,673	)
LOSS PER SHARE:
Basic	$	(0.36	)	$	(0.03	)
Diluted	$	(0.36	)	$	(0.03	)

See accompanying notes.

²⁸ includes shares issued in lieu of salary

²⁹ includes shares issued in lieu of salary

VIEW SYSTEMS, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

FOR THE PERIOD FROM JANUARY 1, 1998 TO SEPTEMBER 30, 1999

(unaudited)

	Common Stock			Additional Paid-In Capital			Accumulated Deficit
Balance at January 1, 1998 (unaudited)		4,150		$	156,570		$	(162,928	)
Net Loss		—			—			(114,673	)
Balance at September 30, 1998 (unaudited)		4,150			156,570			(277,601	)
Sale of common stock		167			249,683			—
Net Loss		—			—			(128,884	)
Balance at December 31, 1998		4,317			406,253			(406,486	)
Sale of common stock		814			1,049,535			—
Redemption of common stock		(199	)		(435,101	)		—
Issuance of common stock (employee and other compensation)		1,469			1,240,864			—
Issuance of common stock (Eastern Tech acquisition)		250			787,250			—
Issuance of common stock (debt conversion)		170			194,038			—
Net loss		—			—			(1,993,580	)
Balance at September 30, 1999 (unaudited)	$	6,821		$	3,242,839		$	(2,400,066	)

See accompanying notes.

VIEW SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 (UNAUDITED)

	1999			1998
	(unaudited)			(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,993,580	)	$	(114,673	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		38,551			—
Employee and other compensation paid through the issuance of common stock		1,242,333			—
Changes in operating assets and liabilities:
Accounts receivable		56,819			—
Inventory		(63,996	)		—
Accounts payable		(1,455	)		749
Accrued interest payable		8,250			—
Taxes payable		20,202			—
Software development costs		20,490			—
		(672,387	)		(113,924	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(26,958	)		—
Amounts advanced to/from affiliated entities		(447,792	)		3,090
Investment in MediaComm Broadcasting, Inc.		(28,000	)		—
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loans provided by stockholders		431,068			113,327
Repayment of loans to stockholders		—			—
Repayment of note payable—bank		(4,291	)		—
Proceeds from sale of common stock		1,050,349			—
Redemption of stock		(396,781	)		—
		1,080,435			113,327
NET DECREASE IN CASH		(94,702	)		2,493
CASH AT BEGINNING OF PERIOD		169,899			7
CASH AT END OF PERIOD	$	75,197		$	2,500
Schedule of noncash investing and financing transactions:
Common stock issued to effect purchase of Eastern Tech Manufacturing, Inc.	$	787,500		$	—
Debt issued to effect purchase of Eastern Tech Manufacturing, Inc.	$	148,184		$	—
Common stock issued for conversion of debt	$	194,208		$	—
Common stock issued for purchase of automobile	$	25,125		$	—
Common stock redeemed in exchange for receivable	$	384,977		$	—
Cash paid during the period for:
Interest	$	9,335		$	—
Income taxes	$	—		$	—

See accompanying notes.

VIEW SYSTEMS, INC.

NOTES TO INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 1999 AND 1999

NOTE 1—General

Basis of Presentation

    The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-QSB and Item 310 of Regulation S-B. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 1999, are not necessarily indicative of the results that may be expected for the fiscal year ended December 31, 1999. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's report on Form 10-SB/A for the fiscal year ended December 31, 1998.

Reclassification

    Certain amounts for 1998 have been reclassified to conform to the 1999 presentation.

Use of Estimates

    The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are used when accounting for uncollectible accounts receivable, inventory valuation, depreciation and amortization, intangible assets and contingencies, among others. Actual results could vary from those estimates.

NOTE 2—Loss Per Share

    In accordance with Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per Share" the Company is required to present basic and diluted earnings per share (EPS). Basic and fully diluted loss per share has been calculated by the dividing the loss by the weighted average shares outstanding during each of the periods presented.

NOTE 3—Due From Affiliated Entities

    Due from affiliated entities includes amounts due from a member of the Board of Directors and senior management and a company under his control. The amounts due are intended to be repaid during the quarter ending December 31, 1999.

NOTE 4—Intangible Assets

    Intangible assets includes goodwill created by the purchase acquisition of Eastern Tech Manufacturing, Inc. This goodwill is being amortized on a straight-line basis over a ten-year period.

NOTE 5—Notes Payable—Stockholders

    Notes payable—stockholders consists of amounts due to stockholders which management will repay by December 31, 1999.

NOTE 6—Income Taxes

    The Company is in a net operating loss (NOL) carryforward position for book and tax purposes. No tax benefit will be recognized until taxable income is recognized.

NOTE 7—Business Combination

    During the nine months ended September 30, 1999, the Company acquired all of the outstanding stock of ETMC, a closely-held company located in Columbia, Maryland. This business combination was accounted for as a purchase and resulted in the creation of goodwill in the amount of $495,344.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE—ITEM 402

    We have had no change in, or disagreements with, our principal independent accountant during our last two fiscal years.

We have not authorized any dealer, salesperson or other person to give any information or represent anything not contained in this Prospectus. You must not rely on any unauthorized information. This Prospectus does not offer to sell or buy any shares in any jurisdiction where it is unlawful. The information in this Prospectus is current only as of its date.

TABLE OF CONTENTS ON
PAGE 2

         SHARES

VIEW SYSTEMS, INC.

PROSPECTUS

January 11, 2000

PART II
INDEMNIFICATION OF DIRECTORS AND OFFICERS

    The FBC Act authorizes Florida corporations to indemnify any person who was or is a party to any proceeding (other than an action by, or in the right of, the corporation) by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation or other entity, against liability incurred in connection with such proceeding, including any appeal thereof, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Florida law does not provide for indemnification for (i) an act or omission that involves intentional misconduct or a knowing violation of a law, or (ii) payment of improper distributions. In the case of an action by or on behalf of a corporation, indemnification may not be made if the person seeking indemnification is adjudged liable, unless the court in which such action was brought determines such person is fairly and reasonably entitled to indemnification. The indemnification provisions of the FBC Act require indemnification if a director or officer has been successful on the merits or otherwise in defense of any action, suit or proceeding to which he or she was a party by reason of the fact that he or she is or was a director or officer of the corporation. The indemnification authorized under Florida law is not exclusive and is in addition to any other rights granted to officers and directors under the articles of incorporation or bylaws of the corporation or any agreement between officers and directors and the corporation. A corporation may purchase and maintain insurance or furnish similar protection on behalf of any officer or director against any liability asserted against the director or officer and incurred by the director or officer in such capacity, or arising out of the status, as an officer or director, whether or not the corporation would have the power to indemnify him or her against such liability under the FBC Act.

    The Company's Articles of Incorporation provide for the indemnification of directors and executive officers to the maximum extent permitted by Florida law. The Articles also authorize the board of directors to advance expenses incurred in connection with the defense of any action, suit or proceeding that the director or executive officer was a party to by reason of the fact that he or she is or was an officer or director of the Company and to procure insurance on behalf of such an individual for liabilities incurred whether or not we would have the power or obligation to indemnify him pursuant to our articles of incorporation. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, or officers or persons controlling us pursuant to the foregoing provisions, the registrant has been informed 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.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

    The following is a schedule of the estimated expenses to be incurred by the Company in connection with the issuance and sale of the securities being registered hereby, other than underwriting discounts and commissions.

Registration Fee	$	2,719
Blue Sky Fees and Expenses	$	5,000
Accounting Fees and Expenses	$	14,281
Document Prep Consulting Fees	$	5,000
Printing Expenses	$	12,000
Transfer Agent and Registrar Fees	$	1,000
Total	$	50,000

RECENT SALES OF UNREGISTERED SECURITIES

    On November 16, 1998, we commenced an offering of common stock at a price of $1.50 per share under Rule 504 of Regulation D promulgated under the Securities Act of 1933. Investors in this offering were provided with a private placement memorandum and each investor executed a subscription agreement, representing, among other things, that the shares were being acquired as an investment for their own accounts, and not with an eye toward distribution or resale. The offering was made to Accredited Investors, within the meaning of Rule 504 of Regulation D, with the exception of one Non-Accredited Investor, Marilyn King, a Florida resident who represented and warranted that she had a preexisting business relationship with the Company and by reason of her business and financial experience, understood the risks of her investment. From November 10, 1998, to February 8, 1999, when we closed the offering, we sold the following amounts of shares to the following individuals: Sue Dardirun, a Florida resident and an Accredited Investor, 40,000 shares; Code Craft Corp., a Bahamas corporation and an Accredited Investor, 100,000 shares; George R. and Carol A Kinney, New Jersey residents and Accredited Investors, 26,667 shares; Martin & Marlene Maassen, Indiana residents and Accredited Investors, 14,000 shares; Martin Maassen, an Indiana resident and an Accredited Investor, 9,000 shares; Chelverton Fund, Ltd., a British corporation and an Accredited Investor, 70,000 shares; Lawrence Seiler, a Maryland resident and an Accredited Investor, 5,000 shares; Michael Bagnoli, a Indiana resident and an Accredited Investor, 10,000 shares; Dan & Edi Connor, Minnesota residents and Accredited Investors, 2,000 shares; Coral Cove Partners, a Florida partnership and an Accredited Investor, 100,000 shares; Ron Guillot, a Colorado resident and an Accredited Investor, 24,750 shares; Martin Maassen, a Indiana resident and an Accredited Investor, 16,000 shares; Stephen McAdams, a North Carolina resident and an Accredited Investor, 10,000 shares; David Barbara, an Indiana resident and an Accredited Investor, 10,000 shares; Bluegrass Securecor, a Bahamas corporation and an Accredited Investor, 110,000 shares; Stateside Investco, a Bahamas corporation and an Accredited Investor, 110,000 shares; Marilyn King, a Florida resident and a Non-Accredited Investor, 1,000 shares; and John Thompson, a California resident and an Accredited Investor, 8,250 shares. In total, we sold 666,667 shares as part of this offering, for a total consideration of $1,000,000. Three of the investors in this offering, Martin Maassen, Michael Bagnoli and David Barbara, subsequently became directors of the Company.

    On February 25, 1999, we acquired all of the issued and outstanding shares of Xyros Systems, Inc., a Maryland corporation, through a share exchange whereby we issued 150,000 of the Company's non-registered, restricted stock to the former shareholders of Xyros in exchange for all of their shares. The former shareholders of Xyros were all Maryland residents. The following shareholders received the following shares in this share exchange: Kenneth C. Weiss, 70,500 shares; the Peterson/Delgado Living Trust, 32,250 shares; David C. Bruggeman, 39,000 shares; Vincent DeCampo, 5,250 shares; and Thomas G. Weiss, 3,000 shares. The shares were issued pursuant to Regulation D and Section 4(2) of the Securities Act of 1933. Subsequent to the acquisition, the Company employed Vincent DeCampo, Thomas G. Weiss and David C. Bruggeman.

    On April 7, 1999, our Board of Directors adopted the View Systems, Inc. 1999 Restricted Share Plan, which Plan, and the agreements under the Plan, were subsequently ratified at a special meeting of shareholders held on August 27, 1999. The Plan provides for the issuance of incentive and compensation shares of common stock to key employees of the Company. From April 7, 1999, to July 20, 1999, we issued 706,000 shares under the plan. In addition to being non-registered, restricted shares pursuant to Rule 144 of the Securities Act of 1933, the shares issued under the plan also contained contractual restrictions, which provided that the shares vested over time according to a schedule set forth in the agreement entered into pursuant to the plan. As of October 1, 1999, 526,000 shares had fully vested under the plan and were freely transferable, to the extent transferable under the Securities laws. The following grants were made to the following employees: Vince DeCampo, Senior Software Engineer, 3,000 shares (2,000 shares fully vested as of 10/1/99); Tom Weiss, Manufacturing Engineer, 3,000 shares (2,000 shares fully vested as of 10/1/99); Gunther Than, President & CEO, 300,000 shares (150,000 shares fully vested as of 10/1/99); Linda Than, Comptroller, 100,000 shares (100,000 shares fully vested as of 10/1/99); Bruce Lesniak, Senior VP Business Development, 140,000 shares (140,000 shares fully vested as of 10/1/99); John Curran, VP of Manufacturing, 12,000 shares (4,000 shares fully vested as of 10/1/99); David Bruggeman, 48,000 shares (28,000 shares fully vested as of 10/1/99); and Andrew Jiranek, 100,000 shares (100,000 shares fully vested as of 10/1/99). These shares were issued under Rule 701 promulgated under the Securities Act of 1933. The shares were issued as compensation and were valued at $.50 per share on the Company's financial statements. Gunther Than and Andrew Jiranek were the only executive officers receiving shares under the plan.

    On May 25, 1999, we acquired all of the stock of ETMC in exchange for the issuance of 250,000 shares of restricted common stock to Lawrence Seiler and cash payments to Lawrence Seiler and/or guaranties of cash payments for the benefit of Larry Seiler. On July 29, 1999, the Company issued 170,000 shares of restricted common stock in exchange for the cancellation of indebtedness it owed to or for the benefit of Lawrence Seiler. In connection with this issuance, the Company agreed to register at its expense 100,000 of these shares. Each share issued on July 29, 1999, cancelled $2.00 worth of indebtedness. These shares were issued under Regulation D. Lawrence Seiler is a Maryland resident and a Sales Manager of ETMC.

    On June 17, 1999, in connection with a consulting engagement agreement, we granted to Columbia Financial Group 200,000 shares of our common stock and five year warrants to purchase a total of 400,000 shares of our common stock at $2.00 per share. The shares of common stock that can be obtained upon exercise of the warrants carry registration rights. Columbia Financial Group provides investment relations services, including direct investor relations and broker-dealer relations services, public relations services, publishing services, advertising services and fulfillment services. Its securities were issued under Section 4(2) of the Securities Act of 1933.

    On July 2, 1999, the Company issued 250,000 shares of restricted common stock and options to purchase 250,000 shares at an exercise price of $2.00 per share to Gunther Than, President, CEO and a Director in connection with the acquisition of ETMC. Mr. Than acquired this stock pursuant to Section 4(2) of the Securities Act of 1933.

    On July 2, 1999, we issued 13,333 shares to Leokadia Than because she exchanged a RealView stock certificate in the amount of 10,000 shares that she had obtained from Keith Bosworth, a former shareholder of RealView Systems, Inc. The Company had agreed to exchange 1.33 of its shares of common stock in exchange for every share of stock of RealView Systems, Inc. Ms. Than acquired this stock pursuant to Regulation D promulgated under the Securities Act of 1933.

    On July 19, 1999, we issued 300,000 shares of restrictive common stock to Gunther Than as consideration under an executive employment agreement he entered into with the Company, in which he agreed to a restrictive, non-compete, non-solicit covenant running to the benefit of the Company. These shares of restrictive common stock were issued under Section 4(2) of the Securities Act of 1933. These shares were issued as compensation and were valued at $.50 per share on the Company's financial statements.

    On August 2, 1999, the Company commenced an offering under Rule 506 of Regulation D promulgated under the Securities Act of 1933. Investors in this offering were provided with a private placement memorandum and each investor executed a subscription agreement, representing, among other things, that the shares were being acquired as an investment for their own accounts, and not with an eye toward distribution or resale. The offering was made to Accredited Investors, within the meaning of Rule 501 of Regulation D. From August 2, 1999, to August 18, 1999, when we closed the offering, we sold the following amounts of shares to the following individuals: Gus and Anita Mastracci, Maryland residents, 1,000 shares; Michael L. Bagnoli, Indiana resident, 20,000 shares; Martin J. Maassen, Indiana resident, 111,000 shares. Two of the three investors in this offering, Michael L. Bagnoli and Martin J. Maassen are members of our board of directors.

    On October 29, 1999, we issued 100,000 shares to two accredited Maryland resident investors who are working for Columbia Financial Group, our investment relations firm. These investors, Jim Price and Tim Rieu, purchased 50,000 shares each for $1.00 per share and executed subscription agreements. As condition of their subscription for shares, we agreed to register their shares in our next registered offering under the Securities Act of 1933. These securities were issued under Section 4(2) of the Securities Act of 1933. Also, on October 29, 1999, we agreed to issue 200,000 shares to Leokadia Than in exchange for satisfaction of loan indebtedness of $210,000 ($177,000 in principal loans, plus $33,000 in accrued interest). As part of Leokadia Than's subscription agreement, we agreed to register 50,000 shares in our next registered offering under the Securities Act of 1933. These securities were issued under Section 4(2) of the Securities Act of 1933.

    On November 11, 1999, we commenced an offering of securities under Rule 506 of Regulation D of the Securities Act of 1933. Each investor was given a Private Placement Memorandum prior to acceptance of any subscription in the offering and each executed a subscription agreement, representing, among other things, that the shares are being acquired for investment purposes only. We sold 285,727 shares at a price of $1.75 per share, for total sales proceeds of $500,026 to the Company. As a condition of investment in this offering, we agreed to register the shares purchased by investors in our next registered offering under the Securities Act of 1933. In this offering, we sold the following amounts of shares to the following individuals: Jim & Dotty Burg, Wisconsin residents (10,000 shares); Jim McDaniel, Nevada residents (1,200 shares); Steve Viel, Nevada resident (1,200 shares); Richard Carey, Nevada resident (1,200 shares); Thomas Fuselier, Colorado resident (5,714 shares); Scott Fuselier, Colorado resident (5,714 shares); Michael Bagnoli, Indiana resident (20,000 shares); John Thompson, California resident (20,000 shares); Jeung Hee Hwang, Korean resident (17,000 shares); Gary Bray, Illinois resident (5,000 shares); John Gilroy, Wisconsin resident (3,700 shares); John May, Wisconsin resident (10,000 shares); Joel Konicek (50,000 shares); Victor & Eileen Gruchalski, Wisconsin residents (5,000 shares); Keith & Debra Company, California residents (5,000 shares); Gordon Ray Kemmerling, Wisconsin resident (7,000 shares); Lisa Hedman, Florida resident (571 shares), Eleanore Hendricks, Wisconsin resident (5,000 shares); Jeffrey Grahl, Wisconsin resident (5,000 shares); Jane Emmanuele, Wisconsin resident (10,000 shares); Marie Lesniak, Illinois resident (6,000 shares); Keith Burg, Wisconsin resident (5,000 shares); Cynthia & David Gruchalski, Wisconsin residents (5,000 shares); Mark & Mary Gordman, Missouri residents (750 shares); Ed & Cindy Lesniak, Mississippi residents (3,164 shares); Seth Lesniak, Mississippi resident (1,514 shares); Mark & Molly Michaels, Illinois residents (6,000 shares); Paul & Barbara Knoebel, Wisconsin residents (20,000 shares); Gerald Klamrowski, Wisconsin resident (40,000 shares); Bruce Lesniak/American Home Systems, Wisconsin resident (10,000 shares). Each investor was either an accredited investor within the meaning of Rule 501 of Regulation D of the Securities Act of 1933, or determined to be suitable, with each investor representing that he/she had the requisite sophistication and knowledge to evaluate the investment. We closed this offering on January 8, 2000.

    On December 9, 1999, in connection with 2 consulting agreements, we granted 5 year warrants to purchase shares of our common stock at $2.00 per share. The warrants were granted to Tom Cloutier, a California resident (44,000 shares), and Guy Parr, a Maryland resident (10,000 shares) and carried registration rights. The shares were issued under Section 4(2) of the Securities Act of 1933.

    On January 10, 2000, we commenced an offering of securities pursuant to Rule 506 of Regulation D of the Securities Act of 1933. This offering is being made only to persons who would be qualified institutional buyers for purposes of Rule 144A of the Securities Act of 1933 and a limited number of large institutional accredited investors. We have agreed to register all shares sold in this offering for resale in our next registered offering pursuant to the Securities Act of 1933. We have not made any sales in this offering yet.

EXHIBITS
Index of Exhibits

    2.1 View Systems, Inc. Acquisition Agreement and Plan of Reorganization With RealView Systems, Inc.

    2.2 View Systems, Inc. Acquisition Agreement and Plan of Reorganization With Xyros Systems, Inc.

    2.3 View Systems, Inc. Acquisition Agreement and Plan of Reorganization With ETMC.

    2.4 Letter of Intent to Form Joint Venture Corporation Between Netserv Caribbean, Ltd. and View Systems, Inc.

    3.1 Articles of Incorporation and all Articles of Amendment of View Systems, Inc.

    3.2 By-Laws of View Systems, Inc..

    4.1 Agreement with Columbia Financial Group Granting Warrants and Stock and Granting Piggyback Registration Rights.

    4.2 Form of Subscription Agreement For 8/8/99 Rule 505 (Amended to Be Rule 506) Offering and Terms of Offering Pages From Private Placement Memorandum, Dated August 8, 1999, Describing Rights of Subscribers.

    4.3 Form of Subscription Agreement For 11/11/99 Rule 506 Offering and Terms of Offering Pages From Private Placement Memorandum, Dated November 11, 1999, Describing Rights of Subscribers.

    4.4 Subscription Agreement Between View Systems, Inc. and Lawrence Seiler for 170,000 Shares, Granting Registration Rights to 100,000 Shares.

    4.5 Lock-Up Agreement With Lawrence Seiler.

    4.6 Consulting Agreement with Tom Cloutier Granting Warrants and Registration Rights

    4.7 Consulting Agreement with Guy Parr Granting Warrants and Registration Rights

    4.8 Form of Stock Certificate.

    4.9 Consulting Agreement with Magnum Worldwide Investments, Ltd.

    4.10 Escrow Agreement with Bank For Proceeds of Offering (To Be Provided By Amendment)

    4.11 Subscription Agreement Between View Systems, Inc. and Leokadia Than

    4.12 Form of Subscription Agreement Between View Systems, Inc. and Jim Price and Tim Rieu

    5. Opinion of Woodford & Martien, P.C. Regarding Legality.

    10.1 View Systems, Inc. Employment Agreement with Gunther Than

    10.2 View Systems, Inc. Employment Agreement with Andrew L. Jiranek

    10.3 View Systems, Inc. Engagement Agreement with Bruce Lesniak

    10.4 View Systems, Inc. Employment Agreement with David Bruggeman

    10.5 Eastern Tech Mfg. Corp. Employment Agreement with John Curran

    10.6 Lease Agreement Between View Systems, Inc. and Lawrence Seiler

    10.7 Stock Redemption Agreement, dated May 27, 1999, Between View Systems, Inc. and Gunther Than

    10.8 Stock Redemption Agreement, dated September 30, 1999, Between View Systems, Inc. and Gunther Than

    10.9 View Systems, Inc. 1999 Restricted Share Plan

    10.10 Restricted Share Agreement with Bruce Lesniak (Lesniak & Associates)

    10.11 Restricted Share Agreement with John Curran

    10.12 Restricted Share Agreement with David Bruggeman

    10.13 Restricted Share Agreement with Gunther Than

    10.14 Restricted Share Agreement with Andrew Jiranek

    10.15 Restricted Share Agreement with Linda Than

    10.16 View Systems, Inc. 1999 Employee Stock Option Plan

    10.17 Non-qualified Stock Option Agreement with Gunther Than

    10.18 Non-qualified Stock Option Agreement with Andrew Jiranek

    10.19 Qualified Stock Option Agreement with Gunther Than

    10.20 Qualified Stock Option Agreement with Andrew Jiranek

    10.21 Promissory Notes from Xyros Systems, Inc. to Ken Weiss

    10.22 Promissory Notes from Xyros Systems, Inc. to Hal Peterson

    10.23 Loan Agreement Between Xyros Systems, Inc. and Columbia Bank

    10.24 Letter From Columbia Bank Extending Term of Loan

    13.1 10Q-SB for Third Quarter, 1999 (Incorporated By Reference To Earlier Filing)

    21. Subsidiaries of Registrant.

    23.1 Consent of Stegman & Company

    23.2 Consent of Katz, Abosch, Windesheim, Gershman & Freedman, P.A.

    27 Financial Data Schedule.

UNDERTAKINGS

A.

Supplementary and Periodic Information, Documents and Reports.

    Subject to the terms and conditions of the Securities Exchange Act of 1934, as amended, the Registrant hereby undertakes to file with the Securities and Exchange Commission such supplementary and periodic information, documents and reports as may be prescribed by any rule or regulation of the Commission heretofore or hereafter duly adopted pursuant to authority in that Section.

B.

Provisions for Certificates.

    The undersigned Registrant hereby undertakes to provide at the closing, certificates in such denominations and registered in such names as required for prompt delivery to each purchaser.

C.

Indemnification.

    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been informed 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 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.

D.

Undertakings Pursuant to Rule 430A.

    For the purposes of determining any liability under the Securities Act of 1933, as amended, the information omitted from the Prospectus filed as a part of this Registration Statement in reliance on Rule 430A and contained in a form of prospectus filed pursuant to rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be a part of this Registration Statement as of the time it was declared effective.

    For the purpose of determining any liability under the Securities Act of 1933, as amended, each post-effective amendment that contains a form of prospectus 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 of those securities.

    In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this registration statement to be signed on behalf of the undersigned in the City of Columbia, Maryland, on January 11, 2000.

View Systems, Inc.

By:


Gunther Than,
President, CEO
and Bd. Chairman


Martin Maassen,
Director


Michael Bagnoli,
Director


David Barbara,
Director


Andrew L. Jiranek,
Vice President, Secretary
& General Counsel


Linda Than,
Comptroller

EX-2.1

Exhibit 2.1

EXHIBITS

Acquisition Agreements between View Systems, Inc. and RealView Systems, Inc.

RealView Systems, Inc, aka View Systems, Inc.
Special Meeting of Shareholders
October 28, 1998, 9693 Gerwig Lane, Suite Q,Columbia, Md.

    A meeting was called at the offices of Real View Systems, aka View Systems, Inc. at 10:00 a.m. Gunther Than chaired the meeting and Linda Than kept the minutes. Gunther and Linda Than attended by conference call. Also, in attendance was Anne Lansinger and Drew Jiranek. Notice of the special shareholder meeting had been given as required by the By-laws of the Company. A copy of written notice is attached to these minutes, as well as the shareholders (with addresses) to which it was sent. Gunther Than acknowledged that he had spoken personally to many of the shareholders. Drew Jiranek noted that he had spoken to Russ Benefield about the shareholder meeting several times. Drew Jiranek indicated that he faxed the notice of the shareholder meeting to Jack Dalton after notice that was sent by regular mail had been returned and he confirmed that the fax was received.

    Linda Than reported that the company had received proxies from Ron Guillot, Ross Harlan, Robert Cahoon, Wayne Kerber, J. William Dysart, Timothy Gay, Jack Dalton, Carol Beemer, David Hume, Isolde Etie and Lee Gaddis and an unknown person (signature could be read). Ron Guillot has 5,000 shares; Ross Harlan has 2,500 shares; Robert Cahoon has 5,000 shares; Wayne Kerber has 8,000 shares; J. William Dysart has 38,100 shares; Timothy Gay has 7,500 shares; Jack Dalton has 3,000 shares; Carol Beemer has 5000 shares; David Hume has 38,400 shares; Isolde Etie has 1,000 shares; and Lee Gaddis has 10,000 shares. Gunther Than reported that Leokadia Than had given him his proxy. Leokadia Than has 600,000 shares. The other indicated shareholders had also signed their proxy to vote their shares to Gunther Than. Copies of the proxies are attached to these minutes.

    Gunther Than noted that there was a quorum for the meeting through the attendance at the meeting of shareholders either by proxy or in person.

    The following shareholders had sent in their original share certificates in anticipation of exchanging them pursuant to the plan of merger: Don Walker—1,750 shares; Lee Gaddis—10,000 shares; Timothy Gay—7,500 shares; Bob Cahoon—5,000 shares; Michael Woodfard—25,000 shares; View Technologies, Inc.—10,000 shares. Gunther Than indicated that he thought these shares should be treated as voting for the plan of merger.

    Gunther Than presented the plan of merger, which was approved by RealView's board. Under the plan, RealView shareholders will receive 1.33 shares of stock in View Systems for every 1 share of RealView stock they own. They are to send in their stock certificates for RealView and the company is going to send them the new stock certificates for View Systems, Inc. A letter explaining the plan of merger was sent by Gunther Than to all shareholders, a copy of which is attached.

    RESOLVED: That the plan of merger between View Systems, Inc. aka Bigi, Inc. and RealView Systems, Inc. is hereby approved and Gunther Than is authorized to proceed with the share exchange under this plan of merger and all other actions necessary to consumate the merger. This resolution was passed through unanimous approval of all shareholders present, either in person or by proxy.

    There being no further business, the meeting was adjourned.

CONSENT ACTION OF THE BOARD OF DIRECTORS
OF VIEW SYSTEMS, INC.

    The undersigned, being the sole director of View Systems, Inc., f/k/a Bigi, Inc., a Florida corporation (hereinafter the "Company") does unanimously consent to the following actions taken at a meeting on September 30, 1998.

    RESOLVED: To issue 2,000,000 shares of the Company's restricted stock as follows:

1.	Beemer, Carol	6,667
2.	Benefield, Russel	262,275, corrected to 131,338
3.	Cahoon, Bob	6,675
4.	Clayton, Columbine	6,675
5.	Dalton, Jack	4,000
6.	Dysart, William	50,675
7.	Etie, Isolde	1,350
8.	Gaddis, N. Lee	13,350
9.	Gay, Timothy	10,000
10.	Goode, John	33,350
11.	Griep, Justin	80,000
12.	Gross, Robert	14,150
13.	Guillot, Ron	6,675
14.	Harlen, Ron	3,350
15.	Holcomb, Ben	14,675
16.	Hume, David	77,875
17.	Kerber, Wayne	10,675
18.	Lansinger, Regina	13,350
19.	Lindsey, Warren	33,350
20.	Paone, Ellen	1,675
21.	Than, Gunther	446,950, corrected to 1,046,800
22.	Than, Leokadia	799,850, corrected to 200,000
23.	Than, Linda	66,700
24.	Walker, Don	2,350
25.	Woodford, Michael	33,350

    There being no further business before this Board at this time, the Meeting was adjourned.

Gunther Than, Sole Director

QuickLinks

EX-2.2

Exhibit 2.2

Acquisition Agreement Between View Systems, Inc. and Xyros Systems, Inc.

Acquisition Agreement and Plans of Reorganization

    This Acquisition Agreement and Plans of Reorganization (the "Agreement") is made as of February  , 1999, among View Systems, Inc., a Florida corporation whose principal place of business is 925 West Kenyon Avenue, Suite 15, Englewood, Colorado 80110 (hereinafter called "View Systems"), Xyros Systems, Inc., a Maryland corporation whose principal place of business is 11302 Tooks Way, Columbia, Md. 21044-1049 (hereinafter called "Xyros"); and Kenneth C. Weiss,11303 Tooks Way, Columbia, Md. 21044-1049, David C. Bruggeman, 6529 Quiet Hours #103, Columbia, Md. 21045, the Peterson/Delgado Living Trust, dated August 24, 1998, 557 Sanctuary Lane, Crownsville, Md. 21032, Vincent G. DeCampo, 7502 Woodbine Drive, Laurel, Md. 20707 and Thomas G. Weiss, 11303 Tooks Way, Columbia, Md. 21044-1049 (hereinafter collectively called the "Stockholders").

    1.Plan of reorganization.  The Stockholders are the owners of all of the issued and outstanding stock of Xyros, which consists of 1000 shares of common stock of the par value of $1.00 per share. It is the intention of the parties hereto that all of the issued and outstanding capital stock of Xyros shall be acquired by View Systems in exchange solely for its voting stock.

    2.Exchange of shares.  View Systems and the Stockholders agree that all of the 100 shares of Xyros shall be exchanged with View Systems for 100 shares of the common stock of View Systems, which stock shall be restricted within the meaning of Rule 144 promulgated by the U.S. Securities and Exchange Commission. The following numbers of View Systems shares will, on the closing date, as hereinafter defined, be delivered to the individual Stockholders in exchange for their Xyros shares as hereinafter set forth:

Stockholder	No. of Shares of Xyros	No. of View Systems Shares To Be Issued
1.  Kenneth C. Weiss	47	70,500
2.  David C. Bruggeman	26	39,000
3.  Peterson/Delgado Living Trust	21.5	32,250
4.  Vincent DeCampo	3.5	5,250
5.  Thomas G. Weiss	2	3,000

    Such shares shall be issued in certificates of such denominations, amounts, and names as may be requested by the respective Stockholders. The Stockholders represent and warrant that they will hold such shares of common stock of View Systems for investment purposes, and not with a View Systems toward resale and distribution.

    3.Delivery of shares.  On the closing date, the Stockholders will deliver certificates for the shares of Xyros duly endorsed so as to make View Systems the sole owner thereof, free and clear of all claims and encumbrances; and on such closing date, delivery of the View Systems shares will be made to the Stockholders as above set forth. Delivery will be made at 9693 Gerwig Lane, Suite Q, Columbia, Md. 21046. Time is of the essence.

    4.Guaranty of Liabilities.  On the closing date, View Systems shall deliver an unconditional and irrevocable guaranty to satisfy the debt obligations of Xyros to David C. Bruggeman, Joseph H. Peterson and Kenneth C. Weiss, which liabilities are stated on the Xyros balance sheet attached as Exhibit A. Within seven (7) days of closing date, View Systems shall advance, if necessary, sufficient monies to Xyros to enable it to satisfy $30,000 of the obligation owed by Xyros to David C. Bruggeman, or else the interest rate accruing on the unpaid principal balance of the obligation shall adjust to the rate of 1¹/2% per day thereafter. Beginning with the closing date, and on that day of every month thereafter, View Systems will advance, if necessary, to Xyros sufficient monies to enable it to begin making payments toward the debt obligation owed Kenneth C. Weiss, in the amount of $5,000 per month, until the principal and accrued interest on such obligation shall be satisfied in full. View Systems will endeavor to use its best efforts to obtain funding to satisfy the obligations of Xyros to David C. Bruggeman, Joseph H. Peterson and Kenneth C. Weiss as soon as possible.It is the intent of the parties that the debt obligations to Joseph H. Peterson shall be paid within 90 days of closing.

    4.Representations of Stockholders.  The Stockholders represent and warrant as follows:

    (a)  they are the sole owners of the shares appearing of record in their names; such shares are free from claims, liens, or other encumbrances; and they have the unqualified right to transfer such shares.

    (b)  The shares constitute validly issued shares of Xyros, fully paid and nonassessable.

    (c)  The financial statements of Xyros, which are dated as of February 28, 1999, and which are attached to this Agreement, are true and complete statements of the financial condition of Xyros as of the date of closing; there are no substantial liabilities, either fixed or contingent, not reflected in such financial statements other than contracts or obligations in the usual course of business; and no such contracts or obligations in the usual course of business are liens or other liabilities which, if disclosed, would alter substantially the financial condition of Xyros as reflected in such financial statements. There are no material adverse changes to the financial condition of Xyros from the date such financial statements were provided to View Systems to the date of closing.

    (d)  Since February 6, there have not been, and prior to the closing date there will not be, any material changes in the financial position of Xyros, except changes arising in the ordinary course of business.

    (e)  Xyros is not involved in any pending litigation or governmental investigation or proceeding not reflected in such financial statements or otherwise disclosed in writing to View Systems and, to the knowledge of Xyros or the Stockholders, no litigation or governmental investigation or proceeding is threatened against Xyros.

    (f)  Xyros is in good standing as a Maryland corporation, current with all tax obligations, including the payment of personal property taxes.

    (g)  The inventory list of Xyros, as of February 25, 1999, which will be delivered to View Systems, is a true and complete list of all inventory of Xyros as of that date, including all work-in-process units and all sub-assemblies on hand, subject only to insubstantial adjustments for inventory purchased and sold from that date to the date of closing.

    (h)  The equipment and furniture list of Xyros, as of February 19, 1999, which is attached to this Agreement, is a true and complete list of all equipment and furniture of Xyros as of that date. There have been no material adjustments to the personal property of Xyros from the date of such list to the date of closing.

    (i)  The list of contractual agreements, including all reseller, distribution and OEM agreements, of Xyros, as of February 19, 1999, which is attached to this Agreement, is a true and complete list of all contractual agreements of Xyros as of that date. There have been no material adjustments to the list from the date of such list to the date of closing.

    (j)  The loan obligation of Xyros to Columbia Bank is not in default and this Agreement shall not cause a default in the any loan agreements between Xyros and Columbia Bank.

    5.Representations of View Systems.  View Systems represents and warrants as follows:

    (a)  as of the closing date, the View Systems shares to be delivered to the Stockholders will constitute the valid and legally issued shares of View Systems, fully paid and nonassessable, and will be legally equivalent in all respects to the common stock of View Systems issued and outstanding as of the date hereof.

    (b)  The officers of View Systems are duly authorized to execute this agreement pursuant to authorization of its board of directors.

    (c)  View Systems is not involved in any pending litigation or governmental investigation or proceeding not disclosed in writing to the Stockholders.

    (d)  As of the closing date, View Systems will be in good standing as a Florida corporation.

    (e)  The shares of Xyros are being acquired by View Systems as an investment, and there is no present intention on the part of View Systems to dispose of such shares.

    6.Conditions of closing.  The closing date shall be February 25, 1999, or such other date as the parties hereto may mutually agree upon. All representations and covenants herein made shall survive the closing. At the closing the Stockholders hereby designate, nominate, constitute, and appoint Kenneth C. Weiss, as their agent and attorney in fact to accept delivery of the certificates of View Systems stock to be issued in their respective names, and to give a good and sufficient receipt and acquittance for the same, and in connection therewith to make delivery of their stock in Xyros to View Systems.

    7.Prohibited acts.  Xyros agrees not to do any of the following things prior to the closing date, and the Stockholders agree that prior to the closing date they will not request or permit Xyros to do any of the following things:

    (a)  Declare or pay any dividends or other distributions on its stock or purchase or redeem any of its stock;

    (b)  Issue any stock or other securities, including any right or option to purchase or otherwise acquire any of its stock, or issue any notes or other evidences of indebtedness not in the usual course of business;

    (c)  Make capital expenditures in excess of an aggregate of $5,000 except with the consent of View Systems.

    8.Delivery of records.  The Stockholders agree that on or before the closing date they will cause to be delivered to View Systems such corporate records or other documents of Xyros as View Systems may request.

    10.Indemnification.  The Stockholders agree to indemnify and hold harmless View Systems and its directors, officers and stockholders from and against all claims, suits, liabilities, damages and expenses (including attorney's fees) arising out of any material breach by any of the Stockholders of any representation, warranty or agreement made by the Stockholders herein. View Systems agrees to indemnify and hold harmless Xyros and its directors, officers and stockholders from and against all claims, suits, liabilities, damages and expenses (including attorney's fees) arising out of any material breach by View Systems of any representation, warranty or agreement made by it herein. This indemnification shall expire and be of no further force and effect against all claims, suits, liabilities, damages and expenses that are made after two (2) years following the date of closing, unless such claims could not have been discovered by the exercise of due diligence.

    9.Notices.  Any notice which any of the parties hereto may desire to serve upon any of the other parties hereto shall be in writing and shall be conclusively deemed to have been received by the party to whom addressed, if mailed,postage prepaid, United States Registered Mail, to the following addresses:

    View Systems, Inc., 925 West Kenyon Avenue, Suite 15, Englewood, Colorado 80110.

    Stockholders: c/o Mr. Kenneth C. Weiss, Xyros Systems, Inc., 11303 Tooks Way, Columbia, Md. 21044-1049.

10.

Successors. This agreement shall be binding upon and inure to the benefit of the heirs, personal representatives, successors, and assigns of the parties.

    Executed in multiple counterparts, each of which shall be deemed a duplicate original, as of the date first above written.

Attest/Witness	VIEW SYSTEMS, INC.
	By:	Gunther Than, President	SEAL
Attest/Witness:	XYROS SYSTEMS, INC.
SECRETARY	By:	Kenneth C. Weiss, President	SEAL
Witness:	Stockholders:
	By:	Kenneth C. Weiss	SEAL
	By:	David C. Bruggeman	SEAL
	By:	Peterson/Delgado Living Trust Trustee:	SEAL
	By:	Vincent DeCampo	SEAL
	By:	Thomas G. Weiss	SEAL

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EX-2.3

Exhibit 2.3

Acquisition Agreement Between View Systems, Inc. and Eastern Tech Manufacturing Corp.

AGREEMENT AND PLAN OF MERGER

    THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of May 25, 1999 by and among View Systems, Inc., a Florida corporation, ("View Systems"), ET Acquisition, Inc., a Maryland corporation and a wholly owned subsidiary of View Systems ("Sub"), Eastern Technology Manufacturing Corporation, a Maryland corporation ("Eastern Tech"), and Lawrence Seiler, the owner of all of the issued and outstanding stock of Eastern Tech ("Seiler").

RECITALS:

    Seiler is the owner of 10,000 shares of common stock of Eastern Tech, $.01, which represents of all of the issued and outstanding shares of common stock of Eastern Tech (the "Eastern Tech Shares"). Seiler and the Boards of Directors of View Systems, Sub and Eastern Tech have each approved the terms and conditions of the business combination between View Systems and Eastern Tech to be effected by the merger (the "Merger") of Sub with and into Eastern Tech, pursuant to the terms and subject to the conditions of this Agreement, and each deems the Merger advisable and in the best interests of each corporation.

    NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, the parties agree as follows:

    I.  The Merger

    1.1. Upon the terms and subject to the conditions of this Agreement, at the Effective Time (as defined in Section 1.2), View Systems shall cause Sub to be merged with and into Eastern Tech. Following the Merger, Eastern Tech shall continue as the surviving corporation (the "Surviving Corporation") and the separate corporate existence of Sub shall cease.

    1.2. Subject to the provisions of this Agreement, articles of merger ("Articles of Merger") substantially in the form attached hereto asExhibit A shall be duly executed and acknowledged by the Surviving Corporation and filed with the State Department of Assessments and Taxation for the State of Maryland ("SDAT") simultaneously with or as soon as practicable following the Closing (as defined in Section 1.3). The Merger shall become effective upon the filing of the Articles of Merger with the SDAT or at such later time as may be specified in the Articles of Merger (the "Effective Time").

    1.3. As a result of the Merger, the Articles of Incorporation and By-Laws of Sub shall be the Articles of Incorporation and Bylaws of the Surviving Corporation and the directors and officer of Sub shall be the directors and officer of the Surviving Corporation.

    2.  Effect of the Merger.

    2.1. At the Effective Time, subject and pursuant to the terms of this Agreement, by virtue of the Merger and without any action on the part of the merging corporations or the holders of any shares of capital stock of the merging corporations:

    2.1.1. Each issued and outstanding share of the common stock, $.01 par value per share, of Sub shall be converted into two shares of common stock, $.01, of the Surviving Corporation. Each stock certificate of Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of common stock of the Surviving Corporation.

    2.1.2. The Eastern Tech Shares shall be converted into the right to receive 250,000 shares of common stock, par value $.001 per share, of View Systems ("View Systems Shares"). At the Effective Time, the Eastern Tech Shares shall cease to be outstanding, and shall automatically be cancelled, and Seiler shall cease to have any rights with respect thereto, except the rights to receive the View Systems Shares as hereinbefore provided.

    2.2. At the Effective Time, View Systems shall instruct its transfer agent, Interwest Transfer Co., Inc., to issue the View Systems Shares and deliver a certificate representing the View Systems Shares to Selier, c/o of Eastern Tech, 9693 Gerwig Lane, Suite Q, Columbia, Maryland 21046.

    3.  Payment of Certain Obligations.

    3.1. The parties hereto acknowledge that Eastern Tech is indebted to Seiler in the amount of $101,816 (the "Seiler Debt"). In addition, the parties acknowledge that in connection with a pending investigation involving NASA, the U.S. Attorney's Office for the District of Columbia and the FBI, and a civil forfeiture action instituted by the U.S. Attorney's Office for the District of Columbia (collectively, the "Government Investigations"), approximately $100,000 in legal fees and other related expenses have been incurred by Eastern Tech (the "Legal Fees").

    3.2. After the completion of the Merger, Eastern Tech agrees to pay the Seiler Debt, the Legal Fees and the Non-Compete Fee payable pursuant to Section 4.2 hereof, as described herein. (The Seiler Debt, the Legal Fees and the Non-Compete Fee are hereinafter referred to collectively as the "Seiler Obligations"). View Systems hereby guarantees the payment by Eastern Tech of the Seiler Obligations (the "Guaranty").

    3.3. The Seiler Obligations shall be paid on or before the second anniversary of the date of the Closing.

    4.  Special Covenants of Seiler

    4.1. On or before the Closing, Seiler will deliver to View Systems all corporate records, books and documents of Eastern Tech.

    4.2. Seiler agrees that for a period of two years from and after the date hereof, he will not, directly or indirectly, for his own account and benefit or for or on behalf of any other person or entity (except for Eastern Tech), or as owner, partner, director, officer, employee, agent, consultant or otherwise: (i) engage in any activity in North America which is in competition with Eastern Tech (ii) encourage any customer or any vendor or supplier of Eastern Tech to cease doing business with Eastern Tech in whole or in part; (iii) solicit, hire, employ or engage in the services of any person who was an employee, officer or shareholder of Eastern Tech during the two years preceding the date hereof; (iv) have any type of equity interest in, or any employment or commission relationship with, any venture or entity which engages in any of the activities referred to in clauses (i) through (iii) above. In consideration of his compliance with this covenant not to compete, View Systems shall pay to Seiler the sum of $48,184 (the Non-Compete Fee, subject to the Offsets, as described above.

    4.3. At the Closing, Seiler agrees to enter into a representative agreement with View Systems, which shall be executed together with this Agreement(the "Representative Agreement").

    4.4. Seiler agrees to enter into a Lock-Up Agreement (which shall be executed together with this Agreement) (the "Lock-Up Agreement") pursuant to which the View Systems Shares to be acquired by Seiler shall be restricted as contained therein.

    5.  Closing.

    5.1. The closing of the Merger (the "Closing") shall take place at the offices of View Systems, Inc., 9693 Gerwig Lane, Suite O, Columbia, Maryland on May 25, 1999.

    5.2. At Closing, the parties shall deliver to each other the following: (a) the Articles of Merger executed by Eastern Tech and Seiler; (b) the certificates for the Eastern Tech Shares, duly endorsed (or accompanied by duly executed stock powers) for transfer to View Systems and free of all liens, claims and encumbrances; (c) good standing certificates as of a recent date of Eastern Tech as a Maryland corporation; (d) the Lock-Up Agreement, duly executed by the parties; (e) the Representative Agreement, duly executed by the parties; (f) copies of minutes of Eastern Tech's Board of Directors and Stockholders authorizing and approving this Agreement and the Merger; and (g) the Schedules required to be delivered by Eastern Tech hereunder.

    6.  Representations and Warranties of Seiler and Eastern Tech.  Seiler and Eastern Tech, jointly and severally, represent and warrant that as of the date hereof and at the Effective Date, the following representations and warranties are true, complete and correct.

    6.1. Eastern Tech is a corporation duly organized, validly existing and in good standing under the laws of State of Maryland, with authority and power to own and operate its properties and carry on its business as now being conducted by it, and is qualified to do business in each jurisdiction in which the failure to qualify will have a material adverse effect on its business.

    6.2. Each of Eastern Tech and Seiler has the full power and authority to enter into this Agreement and perform its obligations hereunder. Eastern Tech has taken all corporate action necessary in order to execute and deliver this Agreement and consummate the transactions contemplated hereby. This Agreement constitutes the valid and legally binding obligation of Eastern Tech and Seiler, enforceable against each of them in accordance with its terms.

    6.3. The execution, delivery and performance of this Agreement by Seiler and Eastern Tech and the consummation of the transactions contemplated hereby is neither prohibited by, nor constitutes a default under, or is in conflict with (i) the charter and Bylaws of Eastern Tech, (ii) any statute, law, judgment, order, decree, or injunction, or (iii) any debt instrument, contract, agreement, lease, license or permit to which Seiler or Eastern Tech is a party or by which either is bound.

    6.4. The authorized capital stock of Eastern Tech consists of 10,000 shares of common stock, par value $.01 per share, with 10,000 shares issued and outstanding. Seiler is the sole record and beneficial owner of the Eastern Tech Shares. All of the Eastern Tech Shares are validly issued, fully paid and nonassessable. There are no outstanding offers, rights or claims to any shares of capital stock or other security of Eastern Tech, including any options, warrants, convertible securities, calls, rights or other commitments. Seiler has good and marketable title to the Eastern Tech Shares, free and clear of all liens, encumbrances, claims and charges

    6.5. Seiler is acquiring the View Systems Shares for his own account, for investment purposes only, and not with a view to distribution thereof.

    6.6. Seiler has furnished to View Systems the financial statements of Eastern Tech (the "Financial Statements") as of April 30, 1999(the "Financial Statement Date"), which are attached hereto. The Financial Statements have been prepared in accordance with GAAP from the books and records of Eastern Tech, and are true, complete and accurate statements of the financial position and results of operations of Eastern Tech as of the date and for the periods indicated. The Financial Statements are in conformity with the accounting principles historically utilized by Eastern Tech and applied on a basis consistent with that of prior periods. There are no liabilities, fixed or contingent, not reflected in such Financial Statements, other than contracts and obligations incurred in the ordinary course of business since the date of the Financial Statements.

    6.7. Since the Financial Statement Date, there have not been, and prior to the Closing there will not be, any material changes to the financial position of Eastern Tech other than changes arising in the ordinary course of business. Since the Financial Statement Date, Eastern Tech has operated its business in its normal and usual course and has incurred no liability, obligation or indebtedness of any nature since that date except in the ordinary course of business, and since that date Eastern Tech has not (i) suffered any material change, destruction, loss or casualty to any of its properties, (ii) issued stock or other securities; (iii) issued any note or other evidences of indebtedness; (iv) declared or paid any dividend or other distribution to its stockholder, (v) made capital expenditures in excess of $5,000, or (vi) disposed of any assets other than in the ordinary course of business.

    6.8. Eastern Tech has paid any and all taxes due and payable by it in connection with its business and assets (including excise, franchise, gross revenue, sales and personal property taxes) prior to the date hereof.

    6.9. Eastern Tech has good and marketable title to all of its assets and properties, free and clear of all liens, restrictions, security interest, encumbrances, claims and charges, except as disclosed in the Financial Statements. All of the assets are in good operating order and repair, reasonable wear and tear excepted.

    6.10. The inventory list of Eastern Tech, as of the Financial Statement Date, which will be delivered to View Systems prior to the Closing, is a complete and accurate list of all inventory of Eastern Tech as of such date, including all work-in-process units and all sub-assemblies on hand.

    6.11. The equipment and furniture list of Eastern Tech, as of the Financial Statement Date, attached hereto, is a complete and accurate list of all equipment and furniture of Eastern Tech as of such date. The equipment and furniture listed on the attached Schedule is in good operating condition and is free from any defects, except for usual wear and tear.

    6.12. The list of contractual agreements, including all contracts to manufacture and assemble products of Eastern Tech, as of the Financial Statement Date, attached on the schedule hereto is a complete and accurate list of all contractual agreements of Eastern Tech as of that date.

    6.13. Except for the pending criminal investigation involving NASA, the U.S. Attorney's Office for the District of Columbia and the FBI, and the civil forfeiture action instituted by the U.S. Attorney's Office for the District of Columbia against funds totaling approximately $100,000 in bank accounts of Eastern Tech and a truck titled in the name of Eastern Tech, neither Eastern Tech nor Seiler is involved in any litigation, claim, arbitration, proceeding, or governmental investigation ("Proceeding"), and to the knowledge of Eastern Tech and Seiler, no Proceeding is pending.

    6.14. No petition for relief has been filed by Eastern Tech or any case commenced against it under the Bankruptcy Code or any similar federal or state statute, and Eastern Tech has not applied for or consented to the appointment of, or taking of possession by, a receiver, trustee or liquidator for either or any of the properties of either or made a general assignment for the benefit of creditors.

    6.15. All of the accounts receivable of Eastern Tech are valid bona fide accounts representing moneys due for services rendered and are not subject to any set-off or counter-claim. The information on the Accounts Receivable Schedule attached hereto dated as of the Financial Statement Date provided to View Systems is complete and accurate in all material respects.

    6.16. No broker, finder or similar fee is payable to any person in connection with the transactions contemplated by this Agreement or as a result of any action by Seiler or Eastern Tech.

    6.17. This Agreement, including any Exhibits and Schedules hereto, does not contain any untrue statement of a material fact relating to Seiler or Eastern Tech, or its business, or omit to state any material fact necessary to make the statements made herein not misleading.

    7.  Representations and Warranties of View Systems and Sub.  View Systems and Sub jointly and severally represent and warrant that as of the date hereof and at the Effective Date, the following representations and warranties are true, complete and correct:

    7.1. View Systems and Sub are each a corporation duly organized, validly existing and in good standing under the laws of the States of Florida and Maryland, respectively, and each has the corporate power and authority necessary to own and operate its properties and carry on its business as now being conducted by each and is qualified to do business in each jurisdiction in which the failure to qualify will have a material adverse effect on its respective business.

    7.2. View Systems and Sub each has full power and authority to enter into this Agreement, to consummate the transactions contemplated hereby and to take all other actions required to be taken by each pursuant to the provisions hereof. The execution, delivery and performance of this Agreement by each of View Systems and Sub has been duly and properly authorized by its respective Board of Directors. The execution and performance of this Agreement by each of View Systems and Sub does not constitute a violation or breach of each of its Articles of Incorporation or By-laws. This Agreement constitutes the valid and legally binding obligation of each of View Systems and Sub, enforceable against each of them in accordance with its terms.

    7.3. The execution, delivery and performance of this Agreement by each of View Systems and Sub is neither prohibited by, nor constitutes a default under, any statute, law, judgment, order, decree, writ, injunction, debt instrument, contract, lease, license or permit to which either of them is a party or by which either of them is bound.

    7.4. There is no litigation, claim, arbitration, proceedings, or governmental investigation pending or threatened challenging the right of either View Systems or Sub to perform this Agreement.

    7.5. The authorized capitalization of View Systems is 50,000,000 shares of common stock, par value $.001 per share. View Systems has outstanding 5,066,667 shares of Common Stock. The authorized capitalization of Sub is 5,000 shares of common stock, $.01 par value. Sub has outstanding 1,000 shares of common stock. As of the Closing, the View Systems Shares to be delivered to Seiler will constitute valid and legally issued shares of View Systems, fully paid and nonassessable.

    7.6. No broker, finder or similar fee is payable to any person in connection with the transactions contemplated by this Agreement or as a result of any action by View Systems or Sub.

    7.7. This Agreement does not contain any untrue statement or a material fact relating to View Systems, or omit to state any material fact relating to View Systems necessary to make the statements contained herein not misleading.

    8.  Indemnification.

    8.1. Seiler and Eastern Tech, and their successors, personal representatives and assigns, jointly and severally, agree to indemnify and hold harmless View Systems and Sub, and their respective directors, officers, stockholders, employees and agents from and against any and all claims, actions, proceedings, losses, liabilities, damages, costs and expenses (including attorneys' fees) of every kind and nature arising out of, resulting from, or in connection with (i) any breach by Seiler or Eastern Tech of any of the terms or provisions of this Agreement; (ii) any breach of any representation or warranty made herein; and (iii) any failure by Seiler or Eastern Tech to perform or comply with any of their covenants or obligations under this Agreement.

    8.2. View Systems agrees to indemnify and hold harmless Seiler and his successors, personal representatives and assigns from and against any and all claims, actions, proceedings, losses, liabilities, damages, costs and expenses (including attorneys' fees) of every kind and nature arising out of, resulting from, or in connection with (i) any breach by it of any of the terms or provisions of this Agreement; (ii) any breach of any representation or warranty made herein; and (iii) any failure by View Systems to perform or comply with any of its covenants or obligations under this Agreement.

    9.  Specific Performance.  The parties hereto acknowledge that the provisions of this Agreement are of particular importance for the protection and promotion of their existing and future interest; that the relationships of the parties to each other will be such that, in the event of any breach of this Agreement, a claim for monetary damages may not constitute an adequate remedy; and that it may therefore be necessary for the protection of the parties and to carry out the terms of this Agreement to apply for the specific performance of the provisions hereof. It is accordingly hereby agreed by all parties that no objection to the form of the action or the relief prayed for in any proceeding for specific performance of this Agreement shall be raised by any party, in order that such relief may be expeditiously obtained by an aggrieved party.

    10.  Expenses.  Except as otherwise provided herein, View Systems and Sub shall bear their own expenses and Seiler shall bear his and Eastern Tech's expenses in connection with this Agreement, including the respective expenses of attorneys and accountants.

    11.  Further Assurances.  Each of the parties hereto agree to execute, acknowledge, seal and deliver, after the date hereof, such further assurances, instruments and documents and to take such further actions as another party may reasonably request in order to fulfill the intent of this Agreement and the transactions contemplated hereby.

    12.  Notices.  All notices and other communications given under this Agreement shall be in writing, and shall be deemed to have been duly given if personally delivered, sent by overnight courier, or transmitted by United States certified mail, return receipt requested, postage prepaid, to the addresses set forth below:

Eastern Technology Manufacturing Corp.
c/o Lawrence Seiler
9693 Gerwig Lane, Suite Q
Columbia, MD 21046

Lawrence Seiler
13312 Royden Court
Ellicott City, MD 21042

View Systems, Inc.
925 West Kenyon Avenue, Suite 15
Englewood, Colorado 80110
Attn: Gunther Than
and
Copy to: Abba David Poliakoff, Esq.
Gordon, Feinblatt, Rothman,
Hoffberger & Hollander, LLC
233 East Redwood Street
Baltimore, Maryland 21202

    Notices shall be deemed to have been received: (i) for hand deliveries, on the date of delivery; (ii) for mailing, on the day following the date of such mailing; and (iii) for overnight deliveries, on the day following such transmittal. The parties hereto may change their respective addresses by giving notice of such change in accordance with this Section.

    13.  Miscellaneous.  This Agreement may not be amended or modified except by an instrument in writing duly executed by the parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns. This Agreement may not be assigned by any party without the prior written consent of the other parties. In case any provision of this Agreement shall be held for any reason to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such provision had never been contained herein. The warranties, covenants and agreements herein contained shall survive the execution and delivery of this Agreement, the merger and the completion of the other transactions contemplated hereby. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, excluding its principles regarding conflict of laws.

    IN WITNESS WHEREOF, the parties have executed this Agreement as of the above date.

VIEW SYSTEMS, INC.			EASTERN TECHNOLOGY MANUFACTURING CORPORATION
By:	Gunther Than, President	(SEAL)	By:	Lawrence Seiler, President	(SEAL)
ET ACQUISITION, INC.
By:	Gunther Than, President	(SEAL)		Lawrence Seiler	(SEAL)

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EX-2.4

Exhibit 2.4

Letter of Intent to Form Joint Venture Corporation Between Netserv Caribbean, Ltd. and View Systems, Inc.

August 17, 1999

VIA TELEFAX

Mr. Rick Avery
Netserv Caribbean Ltd.
Bretton Avenue
16 Victoria Avenue
Port of Spain, Trinidad

Re:  Secure Systems, Ltd., a Trinidad Joint Venture Corporation

Dear Rick:

    Gunther and I spoke with Paul earlier this week, and told him that we would prepare and forward a letter of intent, which I am doing with this letter. The letter of intent sets forth our understanding as to the proposed terms for the joint venture between View Systems, Inc., a Florida corporation, whose principal place of business is 925 West Kenyon Avenue, Suite 15, Englewood, Colorado ("View Systems") and Netserv Caribbean Ltd. ("Netserv"), a Trinidad corporation whose registered office is a Bretton Hall, 16 Victoria Avenue, Port of Spain, Trinidad. Other than the covenants contained in paragraphs 4,6,7,8 and 9 of this letter of intent, this letter of intent is not binding upon either View Systems or Netserv and is subject to the joint venture agreement (and associated agreements) between View Systems and Netserv. The covenants in paragraphs 4,6,7,8 and 9 are binding upon View Systems and Netserv whether or not the parties reach a definitive agreement with respect to the acquisition of the Business.

    1.Joint Venture Corporation.  View Systems and Netserv shall create a corporation named Secure Systems, Ltd. under the laws of Trinidad and Tobago, whose principal office shall be in Trinidad and Tobago (the "JV Corp."). Stock in the JV Corp. will be initially issued 50% to View Systems and 50% to Netserv. The JV Corp. will be governed by a board of directors consisting of four persons, two of which shall be appointed or elected by View Systems and two of which shall be appointed or elected by Netserv. The board of directors for the JV Corp. will appoint officers of the corporation which shall consist of the President and CEO, a General Manager, a Treasurer, a Secretary and one or more Vice Presidents.

    2.Business of the Corporation.  The JV Corp.'s business shall be to (i) lease and build-out a production facility capable of manufacturing products designed and developed by View Systems, Netserv and other customers (the "Plant"); (ii) to have the Plant finally assemble and test View Systems and Netserv products; (iii) to have the Plant assemble other electronic components and assemblies for other customers; (iv) to market, sell and distribute View Systems and Netserv products, primarily in the Caribbean and Latin America; (v) to provide a full spectrum of software development services, including software development for a large variety of platforms, specialty DSP platforms and architectures supported from Spectrum, Pentek, etc. and programming in numerous languages; (vi) to provide systems design, engineering and development, including preliminary engineering studies, QRC systems and components and design prototyping, engineering drawings and documentation packages, field analyses, site surveys and requirements synthesis, hardware component sourcing, software subsystem development and integation; (vii) to participate in the development of software and hardware designs that complement View Systems or Netserv existing products; and (viii) to develop other production facilities for manufacturing electronic components and assemblies, including View Systems products and Netserv products.

    3.Steps to Implementation.

    a.  Value Added Reseller Agreement.  Netserv and View Systems will execute a value added reseller agreement, whereby Netserv will resell existing products of View Systems, according to terms mutually agreeable to View Systems and Netserv. As part of this agreement, View Systems will provide for Netserv's use in the Caribbean, a SecureView-8. Following closing on the Joint Venture Agreement between Netserv and View Systems, this SecureView-8 will be contributed to the JV Corp. so that it becomes property of the JV Corp. Netserv shall purchase 8 cameras to use with the SecureView-8 and, following closing on the Joint Venture Agreement between Netserv and View Systems, these cameras will be contribured to the JV Corp. The SecureView-8 and the 8 cameras will function as a demonstration system, first, for Netserv as a reseller, and, then, for the JV Corp. Netserv will install this demonstration system in a location which is good for providing demonstrations to potential customers of these products. Netserv will immediately begin sales and marketing efforts to sell View Systems products, and View Systems will not circumvent Netserv in selling to any potential customers introduced to it by Netserv.

    b.  Development of a Business Plan and Proposal for Space Lease.  Netserv and View Systems will prepare a business plan for the JV Corp. and a proposal to Trinidad government agencies for leasing space for a production and office facility. This proposal will be presented to the appropriate Trinidad government agencies. The business plan will detail a sales and marketing plan, as well as business lines, production plans, use of funds and other items.

    c.  Development of a Budget and Schedule of Capital Contributions.  Netserv and View Systems will develop a budget for the first year's operations, and pro forma financial statements for each of the first 3 years of business operations for the JV Corp. and from that budget work into a schedule of capital contributions to meet budgeted expenses.

    d.  Development of a Staffing Schedule.  Netserv and View Systems will jointly develop a staffing plan and implementation schedule for staffing. Netserv and View Systems will determine whether this staffing arrangement will be met with direct employment hires by the JV Corp. or by administrative services or management services agreements between the JV Corp. and Netserv and/or View Systems.

    e.  Organization Joint Venture Corporation.  Netserv and View Systems will investigate and determine the best form of corporate structure for the JV Corp., and they will prepare the corporate documentation necessary to form this business and qualify it to do business in the Caribbean and elsewhere.

    f.  Negotiation of Joint Venture Agreement and Other Associated Agreements.  Netserv and View Systems shall negotiate a joint venture agreement and any other agreements deemed necessary for the operation of the JV Corp.

    4.Best Efforts.  The parties will use their reasonable best efforts to undertake the actions set forth in the preceding paragraph. The parties agree to negotiate in good faith, and use their best efforts to (a) execute definitive agreements with respect to the joint venture as expeditiously as possible, and (b) close the transaction as soon as is reasonably practicable. Mere disagreement over a term of the transaction does not constitute bad faith and a breach of this paragraph. In the event either party violates the covenants contained in this paragraph (the "breaching party"), the other party may recover from the breaching party its damages incurred in reliance on the good faith of the breaching party.

    5.Conditions to Obligations.  View Systems and Netserv will not be obligated to consummate the joint venture agreement contemplated hereby unless and until the parties have reached a definitive agreement as to all of the essential terms of the joint venture agreement, the parties have been able to locate space to lease at favorable rates for the joint venture corporation, the parties have been able to agree on a capitalization plan, business plan, staffing plan and the terms of any agreements which will need to be executed in connection with the operation of the joint venture corporation, and the parties have been successful in making arrangements to make the necessary capital contributions. In addition, View Systems and Netserv will not be obligated to consummate the joint venture unless View Systems and Netserv are satisfied that they can obtain all certificates, permits and approvals that are required in connection with the JV Corp.'s operation of its business, and satisfactorily completes its due diligence investigation in connection with the joint venture.

    6.Due Diligence.  Netserv and View Systems agree to cooperate with each other's due diligence investigation of the structure and business of the joint venture. The parties shall provide each other with prompt and reasonable access to key employees and to books, records, contracts and other information pertaining to the joint venture business (the "Due Diligence Information").

    7.Confidentiality; Noncompetition.  Netserv and View Systems will use the Due Diligence Information solely for the purpose of each other's due diligence investigation. Netserv and View Systems, and their affiliates, directors, officers, employees, advisors, and agents will keep the Due Diligence Information strictly confidential. Netserv and View Systems will disclose the Due Diligence Information only to those Representatives who needs to know such information for the purpose of consummating the joint venture. Each party agrees to be responsible for any breach of this paragraph by any of its Representatives. In the event the joint venture is not consummated, the parties will return any materials containing Due Diligence Information, or will certify in writing that all such materials or copies of such materials have been destroyed. View Systems and Netserv also will not use any Due Diligence Information to compete with one another in the event that the joint venture is not consummated. The provisions of this paragraph will survive the termination of this letter of intent.

    8.Exclusive Dealing.  Until the termination of this letter of intent as provided for above, the parties will not enter into any agreement, discussion, or negotiation with, or provide information to, any other corporation, firm or other person, or solicit, encourage, entertain or consider any inquiries or proposals, with respect to the possible development of a joint venture in the nature of the business described herein.

    9.Public Announcement.  The parties shall cooperate with one another in preparing press releases, public announcements or disclosure documents relating to the transaction contemplated by this letter of intent and all of same shall be subject to mutual agreement of the parties.

    10.Expenses.  Each party will pay all of its expenses, including legal fees, incurred in connection with the joint venture contemplated hereby.

    12.Termination.  Subject to the provisions herein, either party may terminate this letter of intent at any time by sending written notice thereof to the other party. In addition, either party may terminate this letter of intent upon the breach by the other party of the covenants contained in paragraphs 4,6,7,8 and 9 of this letter of intent. The written notice must state the grounds upon which the party relies to terminate this letter of intent.

    If you are in agreement with the terms of this letter of intent, please sign in the space provided below and return a signed copy to me. Upon receipt of a signed copy of this letter of intent, we will proceed with our plans for consummating the transaction in a timely manner.

Very Truly Yours,

Andrew L. Jiranek, Vice President,
View Systems, Inc.

(a)

(b)  SEEN AND AGREED:

Netserv Caribbean Ltd.

By:                             

Name:                             

Title:                             

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EX-3.1

Exhibit 3.1

ARTICLES OF AMENDMENT TO
BIGI, INC.

    THE UNDERSIGNED, being the president of BIGI, Inc., Inc., does hereby amend its Articles of Incorporation as follows:

ARTICLE I
CORPORATE NAME

    The name of the Corporation shall be View Systems, Inc.

    I hereby certify that the following was adopted by a majority vote of the shareholders and directors of the corporation on September 22, 1998 and that the number of votes cast was sufficient for approval.

    IN WITNESS WHEREOF, I have hereunto subscribed to and executed this Amendment to Articles of Incorporation this on September 22, 1998.

/s/ JULIE BIRNS Julie Birns, Sole Director

    The foregoing instrument was acknowledged before me on September 22, 1998, by Julie Bims, who is personally known to me.

/s/ NICOLE JOHNSON Notary Public

My commission expires:

[Seal]

ARTICLES OF AMENDMENT TO
BENEFICIAL INVESTMENT GROUP, INC.

    THE UNDERSIGNED, being the sole director and president of Beneficial Investment Group, Inc., does hereby amend its Articles of Incorporation as follows:

ARTICLE I
CORPORATE NAME

    The name of the Corporation shall be BIGI, Inc.

ARTICLE II
PURPOSE

    The Corporation shall be organized for any and all purposes authorized under the laws of the state of Florida.

ARTICLE III
PERIOD OF EXISTENCE

    The period during which the Corporation shall continue is perpetual.

ARTICLE IV
SHARES

    The capital stock of this corporation shall consist of 50,000,000 shares of common stock, $.001 par value.

ARTICLE V
PLACE OF BUSINESS

    The address of the principal place of business of this corporation in the State of Florida shall be 200 East Robinson Street, Suite 450, Orlando, FL. The Board of Directors may at any time and from time to time move the principal office of this corporation.

ARTICLE VI
DIRECTORS AND OFFICERS

    The business of this corporation shall be managed by its Board of Directors. The number of such directors shall be not be less than one (1) and, subject to such minimum may be increased or decreased from time to time in the manner provided in the By-Laws.

ARTICLE VII
DENIAL OF PREEMPTIVE RIGHTS

    No shareholder shall have any right to acquire shares or other securities of the Corporation except to the extent such right may be granted by an amendment to these Articles of Incorporation or by a resolution of the board of Directors.

ARTICLE VIII
AMENDMENT OF BYLAWS

    Anything in these Articles of Incorporation, the Bylaws, or the Florida Corporation Act notwithstanding, bylaws shall not be adopted, modified, amended or repealed by the shareholders of the Corporation except upon the affirmative vote of a simple majority vote of the holders of all the issued and outstanding shares of the corporation entitled to vote thereon.

ARTICLE IX
SHAREHOLDERS

    9.1.  Inspection of Books.  The board of directors shall make reasonable rules to determine at what times and places and under what conditions the books of the Corporation shall be open to inspection by shareholders or a duly appointed representative of a shareholder.

    9.2.  Control Share Acquisition.  The provisions relating to any control share acquisition as contained in Florida Statutes now, or hereinafter amended, and any successor provision shall not apply to the Corporation.

    9.3.  Quorum.  The holders of shares entitled to one-third of the votes at a meeting of shareholder's shall constitute a quorum.

    9.4.  Required Vote.  Acts of shareholders shall require the approval of holders of 50.01% of the outstanding votes of shareholders.

ARTICLE X
LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

    To the fullest extent permitted by law, no director or officer of the Corporation shall be personally liable to the Corporation or its shareholders for damages for breach of any duty owed to the Corporation or its shareholders. In addition, the Corporation shall have the power, in its By-Laws or in any resolution of its stockholders or directors, to undertake to indemnify the officers and directors of this corporation against any contingency or peril as may be determined to be in the best interests of this corporation, and in conjunction therewith, to procure, at this corporation's expense, policies of insurance.

ARTICLE XI
CONTRACTS

    No contract or other transaction between this corporation and any person, firm or corporation shall be affected by the fact that any officer or director of this corporation is such other party or is, or at some time in the future becomes, an officer, director or partner of such other contracting party, or has now or hereafter a direct or indirect interest in such contract.

    I hereby certify that the following was adopted by a majority vote of the shareholders and directors of the corporation on July 13, 1998 and that the number of votes cast was sufficient for approval.

    IN WITNESS WHEREOF, I have hereunto subscribed to and executed this Amendment to Articles of Incorporation this on July 13, 1998.

/s/ JULIE BIRNS Julie Birns, Sole Director

    The foregoing instrument was acknowledged before me on July 13, 1998, by Julie Birns, who is personally known to me.

/s/ BETTE A. HOLLENBECK Notary Public

My commission expires:

[SEAL]

ARTICLES OF INCORPORATION
OF
BENEFICIAL INVESTMENT GROUP, INC.

    The undersigned, acting as Incorporator, hereby adopts these Articles of Incorporation and forms a profit corporation (the "Corporation") under the laws of the State of Florida, as follows:

ARTICLE I
NAME

    The name of the Corporation is:

BENEFICIAL INVESTMENT GROUP, INC.

ARTICLE II
TERM OF EXISTENCE

    The date when corporate existence shall commence shall be the date of filing of these Articles of Incorporation with the Florida Department of State as provided by Section 607.167, Florida Statutes, and the Corporation shall have perpetual existence thereafter.

ARTICLE III
NATURE OF BUSINESS

    The Corporation is organized for the following purposes:

    (a) To invest in, own, purchase, sell, manage and otherwise deal with investments in businesses, properties and securities and all activities necessary or useful in connection with the foregoing; and

    (b) To engage in any and all lawful businesses.

ARTICLE IV
POWERS

    The Corporation shall have power:

    (a) To have perpetual succession by its corporate name;

    (b) To sue and be sued, complain, and defend in its corporate name in all actions or proceedings;

    (c) To have a corporate seal, which may be altered at pleasure, and to use the same by causing it, or a facsimile thereof, to be impressed, affixed, or in any other manner reproduced;

    (d) To purchase, take, receive, lease, or otherwise acquire, own, hold, improve, use, and otherwise deal in and with real or personal property or any interest therein, wherever situated;

    (e) To sell, convey, mortgage, pledge, create a security interest in, lease, exchange, transfer, and otherwise dispose of all or any part of its property and assets;

    (f) To lend money to and use its credit to assist its officers and employees to the full extent permitted by law;

    (g) To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign corporations, associations, partnerships or individuals, or direct or indirect obligations of the United States or of any other government, state, territory, governmental district, or municipality or of any instrumentality thereof;

    (h) To make contracts and guarantees and incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of all or any of its property, franchises, and income;

    (i) To lend money for its corporate purposes, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested;

    (j) To conduct its business, carry on its operations, and have offices and exercise the powers granted by the Florida General Corporation Act within or without the State of Florida;

    (k) To elect or appoint officers and agents for the Corporation including teachers, administrative personnel and other persons and define their duties and fix their compensation;

    (l) To make and alter bylaws, not inconsistent with these Articles of Incorporation and the laws of the State of Florida, for the administration and regulation of the affairs of the Corporation;

    (m) To make donations for the public welfare or for charitable, scientific or educational purposes;

    (n) To transact any lawful business which the Board of Directors of the Corporation shall find will be in aid of governmental policy;

    (o) To invest in, own, purchase, sell, manage and otherwise deal with investments in businesses, properties and securities and all activities necessary or useful in connection with the foregoing; and

    (p) To be a promoter, incorporator, general or limited partner, member, associate, or manager of any corporation, partnership, joint venture, trust or other enterprise; and

    (q) To have and exercise all powers necessary or convenient to effect its purposes.

ARTICLE V
CAPITAL STOCK

    The Corporation is authorized to issue 7,500 shares of one dollar ($1.00); common stock, which shall be designated Common Stock.

ARTICLE VI
INITIAL REGISTERED OFFICE AND AGENT

    The street address of the initial registered office of the Corporation is c/o Rudnick & Wolfe, 101 East Kennedy Boulevard, Suite 2000, Tampa, Florida 33602, and the name of its initial registered agent at such address is Henry Sanchez, Jr.

ARTICLE VII
DIRECTORS

    The Corporation shall have three (3) directors initially. The number of directors may be increased or decreased from time to time in accordance with the bylaws of the Corporation, provided that the Corporation shall always have at least one (1) but no more than ten (10) directors. The names and addresses of the initial directors of the Corporation, who shall serve until their successors are duly elected and qualified, are:

Name	Address
Julie Sarjent	4010 Boyscout Boulevard Suite 300 Tampa, Florida 33607
Robert Johnston	4010 Boyscout Boulevard Suite 300 Tampa, Florida 33607
Jerome Leiberman	4010 Boyscout Boulevard Suite 300 Tampa, Florida 33607

ARTICLE VIII
INCORPORATOR

    The name and address of the incorporator signing these Articles of Incorporation are:

Name	Address
Henry Sanchez, Jr.	c/o Rudnick & Wolfe 101 East Kennedy Boulevard Suite 2000 Tampa, Florida 33601

ARTICLE IX
BYLAWS

    The power to adopt, alter, amend or repeal bylaws shall be vested in the Corporation's Board of Directors.

ARTICLE X
INDEMNIFICATION

    The Corporation shall Indemnify any director or officer or any former director or officer, to the fullest extent permitted by law.

ARTICLE XI
PREEMPTIVE RIGHTS

    Each shareholder of the Corporation shall have the first right to purchase shares (and any securities convertible into such shares of any class, kind or series of the Corporation's capital stock that may from time to time be issued, whether or not presently authorized, including treasury shares, in the ratio that the number of shares such shareholder holds at that time of issuance bears to the total number of shares then outstanding, exclusive of treasury shares. Any shareholder's preemptive rights shall be waived if such shareholder does not exercise his or her preemptive rights by tendering full payment to the Corporation within thirty (30) days of receipt of written notice from the Corporation stating the prices, terms and conditions for the sale of such shares for securities convertible into such shares). A shareholder may also waive his or her preemptive rights by affirmative written notice of waiver within thirty (30) days of receipt of notice of the Corporation's issuance of shares.

ARTICLE XII
AMENDMENT

    These Articles of incorporation may be amended in the manner provided by law.

    IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles this 25th day of January, 1989.

/s/ HENRY SANCHEZ, JR. Henry Sanchez, Jr.
Incorporator (SEAL)

STATE OF FLORIDA	)
	) ss.
COUNTY OF HILLSBOROUGH	)

    The foregoing instrument was acknowledged before me this 25th day of January, 1989, by Henry Sanchez, Jr.

	/s/ [ILLEGIBLE] Notary Public, State of Florida at Large
(Notarial Seal)
	My commission expires:   Notary Public State of Florida My Commission Expires July 1, 1989 [Illegible]

ACCEPTANCE BY REGISTERED AGENT

    Having been named Registered Agent and designated to accept service of process for the above-stated Corporation, at the place designated herein, I hereby agree to act in this capacity, and I further agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties.

Dated: January 25, 1989 /s/ HENRY SANCHEZ, JR. Henry Sanchez, Jr.
Incorporator (SEAL)

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EX-3.2

Exhibit 3.2

BY-LAWS
of
VIEW SYSTEMS, INC.

ARTICLE 1. MEETINGS OF SHAREHOLDERS

Section 1.  Annual Meeting.  The annual meeting of the shareholders of this corporation shall be held on the 30th day of June of each year or at such other time and place designated by the Board of Directors of the corporation. Business transacted at the annual meeting shall include the election of directors of the corporation. If the designated day shall fall on a Sunday or legal holiday, then the meeting shall be held on the first business day thereafter.

Section 2.  Special Meetings.  Special meetings of the shareholders shall be held when directed by the President or the Board of Directors, or when requested in writing by the holders of not less than 10% of all the shares entitled to vote at the meeting. A meeting requested by shareholders shall be called for a date not less than 3 nor more than 30 days after the request is made, unless the shareholders requesting the meeting designate a later date. The call for the meeting shall be issued by the Secretary, unless the President, Board of Directors, or shareholders requesting the meeting shall designate another person to do so.

Section 3.  Place.  Meetings of shareholders shall be held at the principal place of business of the corporation or at such other place as may be designated by the Board of Directors.

Section 4.  Notice.  Written notice stating the place, day and hour of the meeting and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 3 nor more than 30 days before the meeting either personally or by first class mail, or by the direction of the President, the Secretary or the officer or persons calling the meeting to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

Section 5.  Notice of Adjourned Meeting.  When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. If, however, after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided in this Article to each shareholder of record on a new record date entitled to vote at such meeting.

Section 6.  Shareholder Quorum and Voting.  A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law.

Section 7.  Voting of Shares.  Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

Section 8.  Proxies.  A shareholder may vote either in person or by proxy executed in writing by the shareholder or his duly authorized attorney-in-fact. No proxy shall be valid after the duraction of 11 months from the date thereof unless otherwise provided in the proxy.

Section 9.  Action by Shareholders without a Meeting.  Any action required by law or authorized by these by-laws or the Articles of incorporation of this corporation or taken or to be taken at any annual or special meeting or shareholders, or any action which may be taken or any annual or special meeting or shareholders, may by taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of voters that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

ARTICLE II. DIRECTORS

Section 1.  Function.  All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the Board of Directors.

Section 2.  Qualification.  Directors need not be residents of this state or shareholders of the corporation.

Section 3.  Compensation.  The Board of Directors shall have authority to fix the compensation of directors.

Section 4.  Presumption of Assent.  A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest.

Section 5.  Number.  This corporation shall have a minimum of 1 director but no more than 7.

Section 6.  Election and Term.  Each person named in the Articles of Incorporation as a member of the initial Board of Directors shall hold office until the first annual meeting of shareholders, and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death. At the first annual meeting of shareholders and at each annual meeting thereafter the shareholders shall elect directors to hold office until the next succeeding annual meeting. Each director shall hold office for a term for which he is elected and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death.

Section 7.  Vacancies.  Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of Directors, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders.

Section 8.  Removal of Directors.  At a meeting of shareholders called expressly for that purpose any director or the entire Board of Directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors.

Section 9.  Quorum and Voting.  A majority of the number of directors fixed by these by-laws shall constitute a quorum for the transaction of business. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 10.  Executive and Other Committees.  The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in such resolution shall have and may exercise all the authority of the Board of Directors, except as is provided by law.

Section 11.  Place of Meeting.  Regular and special meetings of the Board of Directors shall be held at the principal place of business of the corporation or as otherwise determined by the Directors.

Section 12.  Time, Notice and Call of Meetings.  Regular meetings of the Board of Directors shall be held without notice on the first Monday of the calendar month two (2) months following the end of the corporation's fiscal, or if the said first Monday is a legal holiday, then on the next business day. Written notice of the time and place of special meetings of the Board of Directors shall be given to each director by either personal delivery, telegram or cablegram at least three (3) days before the meeting or by notice mailed to the director at least 3 days before the meeting.

    Notice of a meeting of the Board of Directors need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has ben called or convened, except when a director states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

    Neither the business to be transacted at, nor the purpose, of any regular or special meeting of the Board of Directors need be specified in the notice of waiver of notice of such meeting. A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment, and unless the time and place of adjourned meeting are announced at the time of the adjournment, to the other directors. Meetings of the Board of Directors may be called by the chairman of the board, by the president of the corporation or by any two directors.

    Members of the Board of Directors may participate in a meeting of such board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 13.  Action without a Meeting.  Any action, required to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of the Board of Directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, is signed by such number of the directors, or such number of the members of the committee, as the case may be, as would constitute the requisite majority thereof for the taking of such actions, is filed in the minutes of the proceedings of the board or of the committee. Such actions shall then be deemed taken with the same force and effect as though taken at a meeting of such board or committee whereat all members were present and voting throughout and those who signed such action shall have voted in the affirmative and all others shall have voted in the negative. For informational purposes, a copy of such signed actions shall be mailed to all members of the board or committee who did not sign said action, provided however, that the failure to mail said notices shall in no way prejudice the actions of the board or committee.

ARTICLE III. OFFICERS

Section 1.  Officers.  The officers of this corporation shall consist of a president, a secretary and a treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors from time to time. Any two or more offices may be held by the same person.

Section 2.  Duties.  The officers of this corporation shall have the following duties:

    The President shall be the chief executive officer of the corporation, shall have general and active management of the business and affairs of the corporation subject to the directions of the Board of Directors, and shall preside at all meetings of the shareholders and Board of Directors.

    The Secretary shall have custody of, and maintain, all of the corporate records except the financial records; shall record the minutes of all meetings of the shareholders and Board of directors, send all notices of all meetings and perform such other duties as may be prescribed by the Board of Directors or the President.

    The Treasurer shall have custody of all corporate funds and financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts thereof at the annual meetings of shareholders and whenever else required by the Board of Directors or the President, and shall perform such other duties as may be prescribed by the Board of Directors or the President.

Section 3.  Removal of Officers.  An officer or agent elected or appointed by the Board of Directors may be removed by the board whenever in its judgment the best interests of the corporation will be served thereby. Any vacancy in any office may be filed by the Board of Directors.

ARTICLE IV. STOCK CERTIFICATES

Section 1.  Issuance.  Every holder of shares in this corporation shall be entitled to have a certificate representing all shares to which he is entitled. No certificate shall be issued for any share until such share is fully paid.

Section 2.  Form.  Certificates representing shares in this corporation shall be signed by the President or Vice President and the Secretary or an Assistant Secretary and may be sealed with the seal of this corporation or a facsimile thereof.

Section 3.  Transfer of Stock.  The corporation shall register a stock certificate presented to it for transfer if the certificate is properly endorsed by the holder of record or by his duly authorized attorney.

Section 4.  Lost, Stolen or Destroyed Certificates.  If the shareholder shall claim to have lost or destroyed a certificate of shares issued by the corporation, a new certificate shall be issued upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity in such amount and with such sureties, if any, as the board may reasonably require.

ARTICLE V. BOOKS AND RECORDS

Section 1.  Books and Records.  This corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholder, Board of Directors and committee of directors.

    This corporation shall keep at its registered office, or principal place of business a record of its shareholders, giving the names and addresses of all shareholders and the number of the shares held by each.

    Any books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.

Section 2.  Shareholders' Inspection Rights.  Any person who shall have been a holder of record of shares of voting trust certificates therefor at least six months immediately preceding his demand or shall be the holder of record of, or the holder of record of voting trust certificates for, at least five percent of the outstanding shares of the corporation upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose its relevant books and records of accounts, minutes and records of shareholders and to make extracts therefrom.

Section 3.  Financial Information.  Not later than four months after the close of each fiscal year, this corporation shall prepare a balance sheet showing in reasonable detail the financial condition of the corporation as of the close of its fiscal year, and a profit and loss statement showing the results of the operations of the corporation during the fiscal year.

    Upon the written request of any shareholder or holder of voting trust certificates for shares of the corporation, the corporation shall mail to each shareholder or holder of voting trust certificates a copy of the most recent such balance sheet and profit and loss statement. The balance sheets and profit and loss statements shall be filed in the registered office of the corporation in this state, shall be kept for at least five years, and shall be subject to inspection during business hours by any shareholder or holder of voting trust certificates, in person or by agent.

ARTICLE VI. DIVIDENDS

    The Board of Directors of this corporation may, from time to time, declare and the corporation may pay dividends on its shares in cash, property or its own shares, except when the corporation is insolvent or when the payment thereof would render the corporation insolvent subject to the provisions of the Florida Statutes.

ARTICLE VII. CORPORATE SEAL

    The Board of Directors shall provide a corporate seal which shall be in circular form.

ARTICLE VIII. AMENDMENT

    These by-laws may be altered, amended or repealed, and new by-laws may be adopted by the a majority vote of the directors of the corporation.

EX-4.1

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"):

Recitals:

    The Corporation desires to engage the services of the Consultant to perform for the Corporation consulting services regarding all phases of the Corporation's "Investor Relations"to include direct investor relations and broker/dealer relations as such may pertain to the operation of the Corporation's business.

    The Consultant desires to consult with the Board of Directors, the Officers of the Corporation, and certain administrative staff members of the Corporation, and to undertake for the Corporation consultation as to the company's investor relations activities involving corporate relations and relationships with various broker/dealers involved in the regulated securities industry.

AGREEMENT

    The respective duties and obligations of the contracting parties shall be for a period of twelve (12) months commencing on the date first appearing above. This Agreement may be terminated by either parties only in accordance with the terms and conditions set forth in Paragraph 7.

Services Provided by Consultant

    Consultant will provide consulting services in connection with the Corporation's "investor relations" dealings with NASD broker/dealers and the investing public. (At no time shall the Consultant provide services which would require Consultant to be registered and licensed with any federal or state regulatory body or self-regulating agency.) During the term of this Agreement, Consultant will provide those services customarily provided by an investor relations firm to a Corporation, including but not limited to the following:

(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:

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

(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.



View

Systems, Inc.



1.

Authorized:            shares



2.

Issued:      shares



3.

Outstanding:            shares



4.

Free trading (float):      shares (approx.)



5.

Shares subject to Rule 144 restrictions:            shares (approx.)

Limited Liability

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

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:



(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

9.

Notices to be sent pursuant to the terms and conditions of this Agreement, shall be sent as follows:

Timothy J. Rieu	Gunther Than
Columbia Financial Group, Inc.	View Systems, Inc.
1301 York Road, Ste. 400	28 Dekker Drive
Lutherville, Maryland 21093	Golden, CO 80401

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

•

In connection with any controversy or claim arising out of or relating to this Agreement, the parties hereto agree that such controversy shall be submitted to arbitration, in conformity with the Federal Arbitration Act (Section 9 U.S. Code Section 901 et seq), and shall be conducted in accordance with the Rules of the American Arbitration Association. Any judgment rendered as a result of the arbitration of any dispute herein, shall upon being rendered by the arbitrators be submitted to a Court of competent jurisdiction with the State of Maryland, if initiated by Consultant, or in the state of Pennsylvania, if initiated by the Corporation.

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

•

This Agreement shall be binding on and inure to the benefit of the contracting parties and their respective heirs, executors, administrators, legal representatives, successors, and assigns when permitted by this Agreement.

Legal Construction

•

In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision, and this Agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been contained in it.

Prior Agreements Superseded

•

This Agreement constitutes the sole and only Agreement of the contracting parties and supersedes any prior understandings or written or oral agreements between the respective parties. Further, this Agreement may only be modified or changed by written agreement signed by all the parties hereto.

Multiple Copies or Counterparts of Agreement

1.

The original and one or more copies of this Agreement may be executed by one or more of the parties hereto. In such event, all of such executed copies shall have the same force and effect as the executed original, and all of such counterparts taken together shall have the effect of a fully executed original. Further, this Agreement may be signed by the parties and copies hereof delivered to each party by way of facsimile transmission, and such facsimile copies shall be deemed original copies for all purposes if original copies of the parties' signatures are not delivered.

Liability of Miscellaneous Expenses

•

The Corporation shall be responsible to any miscellaneous fees and costs approved in writing prior by the Company or its agents to commitment that are unrelated to the agreement made between the Parties.

Headings

1.

Headings used throughout this Agreement are for reference and convenience, and in no way define, limit or describe the scope or intent of this Agreement or effect its provisions.

    IN WITNESS WHEREOF, the parties have set their hands and seal as of the date written above.

BY:	Timothy J. Rieu, President Columbia Financial Group, Inc.
BY:	Gunther Than View Systems, Inc. 28 Dekker Drive Golden, CO 80401

Addendum To
Consultant Agreement

    This Addendum, dated as of December 9, 1999, amends and supplements that certain Consultant Agreement, dated as of June 17, 1999, between View Systems, Inc., 9693 Gerwig Lane, Suite O, Columbia, Md. 21046 ("View") and Columbia Financial Group, 1301 York Road, Suite 400, Lutherville, Md. 21093.

1.

Amendment and Supplement to Reseller Agreement. The parties ratify and reconfirm the terms and conditions of their Consultant Agreement, as amended and supplemented by this Addendum. To the extent of any conflict between the Consultant Agreement and this Addendum, the terms and conditions of this Addendum shall control. This Addendum, therefore, amends and supplements the agreement of the parties.

2.

Obligation to Register Shares Underlying Warrants for Resale. Paragraph 4 of the Consultant Agreement shall be construed to require View, at its expense, to use it best efforts to register the shares issuable upon exercise of the warrants for resale in its next primary and/or secondary registration of shares. This registration obligation includes View's obligation to (i) use its best efforts to register or qualify the shares acquired herein for offer or sale under state securities or blue sky laws of such jurisdictions as Consultant shall reasonably request and do any and all other acts and things which may be necessary or advisable to enable Consultant to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction; and (ii) furnish Consultant 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 Consultant may from time to time reasonably request.

    IN WITNESS WHEREOF, the parties hereby execute this document under seal as of the date of this Addendum.

COLUMBIA FINANCIAL GROUP
By:	Name: Title:	(Seal)
VIEW SYSTEMS, INC.
By:	Name: Andrew L. Jiranek Title: Vice President, Administration	(Seal)

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EX-4.2

Exhibit 4.2

Form of Subscription Agreement From 8/8/99 Rule 505 (Amended To Be Rule 506) Offering and Terms of Offering Pages From Private Placement Memorandum, Dated 8/8/99, Describing Rights of Subscribers.

VIEW SYSTEMS, INC.
(A Florida Corporation)

[LOGO]

1,000,000 Shares
at a Price of $2.00 Per Share
Subscription Documents
INSTRUCTION FOR COMPLETION:

    In connection with your subscription for View Systems, Inc. (the "Company"), enclosed herewith are the following documents which must be properly and fully completed and signed:

    1.INVESTMENT AGREEMENT.  Fully completed and signed. Please make your check payable to the Company. (Note to partnerships who wish to subscribe: each general partner of the partnership must fully complete and sign the Investment Agreement).

NOTES TO SUBSCRIBERS:

    (a) Please indicate on the Subscription Agreement and the Confidential Purchaser Questionnaire how the Shares are to be held (e.g.joint tenants with rights of survivorship, tenants by the entireties, etc.)

    (b) Please return Subscription Documents and checks to the Company c/o Andrew L. Jiranek, 9693 Gerwig Lane, Suite O, Columbia, Md. 21046. ALL CHECKS SHOULD BE MADE PAYABLE TO VIEW SYSTEMS, INC.

    (c) Additional copies of the required forms are available from the Company at 9693 Gerwig Lane, Suite O, Columbia, MD 21046 or by calling the Company at (410) 309-9984.

    (d) You have should have received the Confidential Private Placement Memorandum from the Company and we are required to give this to you before accepting your subscription. Please do not submit your subscription if you have not received this document. By submitting your subscription, you are acknowledging that you have received the Confidential Private Placement Memorandum prepared for this offering.

INVESTMENT SUBSCRIPTION AGREEMENT

To:	View Systems, Inc.
	C/o Andrew L. Jiranek
	9693 Gerwig Lane, Suite O
	Columbia, Maryland 21046

Gentlemen:

    You have informed me that the Company is offering shares of the Company's common stock at a price of $2.00 per share.

    1.Subscription.  Subject to the terms and conditions of this Subscription Agreement (the "Agreement"), the undersigned hereby tenders this subscription, together with the payment (in cash or by bank check in lawful funds of the United States) of an amount equal to $2.00 per Share, and the other subscription documents, all in the forms submitted to the undersigned. PLEASE BE SURE TO MAKE THE CHECK PAYABLE TO VIEW SYSTEMS, INC..

    2.Acceptance of Subscription: Adoption and Appointment.  It is understood and agreed that this Agreement is made subject to the following terms and conditions:

    (a) The Company shall have the right to accept or reject subscriptions in any order it shall determine, in whole or in part, for any reason (or for no reason).

    (b) Investments are not binding on the Company until accepted by the Company. The Company will refuse any subscription by giving written notice to the purchaser by personal delivery or first-class mail. In its sole discretion, the Company may establish a limit on the purchase of Shares by a particular purchaser.

    (c) The undersigned hereby intends that his signature hereon shall constitute an irrevocable subscription to the Company of this Agreement, subject to a three day right of rescission for Florida residents pursuant to Section 517.061 of the Florida Securities and Investor Protection Act. Each Florida resident has a right to withdraw his or her subscription for Shares, without any liability whatsoever, and receive a full refund of all monies paid, within three days after the execution of this Agreement or payment for the Shares has been made, whichever is later. To accomplish this withdrawal, a subscriber need only send a letter or telegram to the Company at the address set forth in this Agreement, indicating his or her intention to withdraw. Such letter or telegram should be sent and postmarked prior to the end of the aforementioned third day. It is prudent to send such letter by certified mail, return receipt requested, to ensure that is received and also to evidence the time when it was mailed. If the request is made orally (in person or by telephone) to the Company a written confirmation that the request has been received should be requested.

    Upon satisfaction of the all the conditions referred to herein, copies of this Agreement, duly executed by the Company, will be delivered to the undersigned.

    3.Representations and Warranties of the Undersigned.  The undersigned hereby represents and warrants to the Company as follows:

    (a) The undersigned (I) has adequate means of providing for his current needs and possible personal contingencies, and he has no need for liquidity of his investment in the Company; (ii) is an Accredited Investor, as defined below, or has the net worth sufficient to bear the risk of losing his entire investment; or (iii) has, such knowledge and experience in financial matters that the undersigned is capable of evaluating the relative risks and merits of this investment. "Accredited Investors" include: (I) accredited investors as defined in Regulation D under the Securities Act of 1933, as amended ("Reg. D") i.e., (a) $1,100,000 in net worth (including spouse) or (b) $200,000 in annual income for the last two years and projected for the current year; and (ii) the Company or affiliates of the Company. "Non-Accredited Investors" are all subscribers who are not "Accredited Investors." All "Non-Accredited" investors must have either a preexisting personal or business relationship with the Company or any of its affiliates, or by reason of their business or financial experience (or the business or financial experience of their unaffiliated professional advisors) would reasonably be assumed to have the capacity to protect their own interests in connection with this investment.

    (b) The undersigned is purchasing for his/her own account not with a view to or for resale in connection with any distribution of the Shares.

    (c) The undersigned has received and read or reviewed and represents he is familiar with this Agreement and the Memorandum accompanying these documents. The undersigned confirms that all documents, records and books pertaining to the investment in the Company and requested by the undersigned have been made available or have been delivered to the undersigned.

    (d) The undersigned has had an opportunity to ask questions of and receive answers from the Company or a person or persons acting on its behalf, concerning the terms and conditions of this investment and the financial condition, operations and prospects of the Company.

    (e) The undersigned understands that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws and are instead being offered and sold in reliance on exemptions from registration.

    (f) The Shares for which the undersigned hereby subscribed are being acquired solely for his own account, and are not being purchased with a view to or for the resale, distribution, subdivision, or fractionalization hereof. He has no present plans to enter into any such contract, undertaking, agreement or arrangement. In order to induce the Company to sell and issue the Shares subscribed for hereby to the undersigned, it is agreed that the Company will have no obligation to recognize the ownership, beneficial or otherwise, of such Shares by anyone but the undersigned.

    (g) The undersigned acknowledges and is aware that no federal or state agency has made any finding or determination as to the fairness of the offering of Shares for investment or any recommendation or endorsement of the Shares.

    (h) That the Company shall incur certain costs and expenses and undertake other actions in reliance upon the irrevocability of the subscription (following the three day rescission period described in Paragraph 2(c) of this Agreement) for the Shares made hereunder.

    The foregoing representations and warranties are true and accurate as of the date of delivery of the Funds to the Company and shall survive such delivery. If, in any respect, such representations and warranties shall not be true and accurate prior to the delivery of the Funds pursuant to Paragraph 1 hereof, the undersigned shall give written notice of such fact to the Company.

(k) Undersigned is an (Please check the appropriate box):
Accredited Investor: [  ]
Non-Accredited Investor: [  ]

    4.Indemnification.  The undersigned acknowledges that he understands the meaning and legal consequences of the representations and warranties contained in Paragraph 3 hereof, and he hereby indemnifies and holds harmless the Company, agents, employees and affiliates, from and against any and all losses, claims, damages or liabilities due to or arising out of a breach of any representations(s) or warranty(s) of the undersigned contained in this Agreement.

    5.No Waiver.  Notwithstanding any of the representations, warranties, acknowledgment or agreements made herein by the undersigned, the undersigned does not thereby or in any other manner waive any rights granted to him under federal or sate securities laws.

    6.Transferability.  The undersigned agrees not to transfer or assign this Agreement, or any of his interest herein. Further, an investor in the Shares pursuant to this Agreement and applicable law, will not be permitted to transfer or dispose of the Shares unless they are registered or unless such transaction is exempt from registration under the Securities Act or other securities laws and in the case of the purportedly exempt sale, such investor provided (at his own expense) an opinion of counsel reasonably satisfactory to the Company that such exemption is, in fact available.

    7.Revocation.  The undersigned acknowledges and agrees that his subscription for the Shares made by the execution and delivery of this Agreement by the undersigned is irrevocable and subject to the three day right of rescission in Florida described in Section 2(c) herein, and that such subscription shall survive the death or disability of the undersigned, except as provided pursuant to the blue sky laws of the states in which the Shares may be offered, or any other applicable state statutes or regulations.

    8.Miscellaneous.  

    (a) All notices or other communications given or made hereunder shall be in writing and shall be delivered or mailed by registered or certified mail, return receipt requested, postage prepaid, to the undersigned at his address set forth below and to

    (b) Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be construed in accordance with and shall be govern by the laws of the State of Florida.

    (c) This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof any may be amended only by writing executed by all parties.

    (d) This Agreement shall be binding upon the heirs, estates, legal representatives, successors and assigns of all parties hereto.

    (e) All terms used herein shall be deemed to include the masculine and the feminine and the singular and the plural as the context requires.

VIEW SYSTEMS, INC.
SUBSCRIPTION AGREEMENT SIGNATURE

Number of Shares Subscribed for: 

 
Amount tendered at $2.00 per Share: 

(Signature of Subscriber)	(Signature of Spouse, or joint tenant, if any)
(Printed Name of Subscriber)	(Printed Name of Spouse, or other joint tenant, if any)
(Address)	(Address)
(Social Security Number)	(Social Security Number)
Telephone Number

APPROVED AND ACCEPTED in accordance with the terms of this Agreement on this  day of            , 1999.

	View Systems, Inc.
By:	Gunther Than, President

NAME OF

OFFEREE

MEMORANDUM

NO.

CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

View Systems, Inc.

Common Stock: 1,000,000 Shares

[LOGO]

Offering Price: $2.00 Per Share

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Issuer:
View Systems, Inc.
Executive Office
925 West Kenyon Avenue, Suite 15
Englewood, Colorado 80110
Phone (303) 783-9153
Contact: Gunther Than

    The Date of this Confidential Private Placement Memorandum is August 8, 1999

TERMS OF THE OFFERING

    This Offering is speculative and entails a high degree of risk. These securities are being offered and sold on reliance on the exemption from registration pursuant to Rule 505 of Regulation D of the Securities Act of 1933 and pursuant to similar exemptions under various State Securities Acts. The Company recently commenced operations in the security and surveillance industry and has little or no history of operations or profits in this industry. Accordingly, there can be no assurance as to profitability; Investors hereunder will suffer dilution.

    The Securities being offered hereby have not been registered under the Securities Act of 1933, as amended, (the "Act"), in reliance upon an exemption from such registration, which depends on the full compliance with certain terms and conditions. Under the terms of this Offering, the purchasers of stock hereunder will be granted "piggyback" registration rights, so that the Company will register the shares sold hereunder at its own expense as part of its next public registration of securities. There is no guaranty, however, that the Company will be able to register shares in the future and conduct a public offering.

    An investment in the shares involves a high degree of risk to investors. The Offering price has been arbitrarily determined by the Company and bears no relationship to assets, earnings, book value, or any other criteria of value, including its public trading price. (See "Risk Factors.") No one is authorized to give any information or to make any representations other than those contained in this Memorandum in connection with the Offering described herein and, if given or made, such information or representations must not be relied upon. This Memorandum does not constitute an offer to sell any of the stock offered herein to any person in any state or country in which is unlawful to make such an offer or solicitation.

    This Memorandum does not constitute an offer or solicitation to any person residing in a jurisdiction in which such offer or solicitation is not authorized or in which the person making the offer or solicitation is not qualified to do so. No person has been authorized to give any information or to make any representations concerning the corporation other than those contained in this Memorandum. Any other such representations must not be relied upon as having been authorized by the corporation. Neither the delivery of this Memorandum nor any sale made hereunder shall under any circumstances create an implication that there have been no changes in the affairs of the corporation since the date hereof. This Memorandum supersedes and replaces any and all information delivered or made available or on behalf of the corporation to the recipients of this Memorandum prior to the date hereof.

    All other documents relating to this Offering will be made available to a prospective investor and/or his advisors by the corporation upon request. No Offering literature or advertising in any form should be relied upon in connection with the Offering except for this Offering Memorandum and the statements contained in it. No dealer, salesman or other person has been authorized to give any information or to make any representation not contained in this Memorandum and supplemental literature referred to herein, and if given or made, such information or representation must not be relied upon as having been authorized by the corporation.

    The distribution of this Private Placement Memorandum and offering of the stock in certain jurisdictions may be restricted by law. Persons obtaining possession of this Memorandum are required by the Company and the selling agent to inform themselves about and to observe such restrictions. This Memorandum does not constitute an offer to sell or a solicitation of an offer to buy the stock in any jurisdiction or to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

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EX-4.3

Exhibit 4.3

Form of Subscription Agreement From 11/11/99 Rule 506 Offering and Terms of Offering Pages From Private Placement Memorandum, Dated November 11, 1999, Describing Rights of Subscribers

VIEW SYSTEMS, INC.
(A Florida Corporation)

[LOGO]

1,000,000 Shares

at a Price of 50% of Average NASD Electronic
Bulletin Board Quoted Ask Price Over Representative
Time Period Plus Other Factors. See "Determination of Offering Price"
Subscription Documents

INSTRUCTION FOR COMPLETION:

    In connection with your subscription for View Systems, Inc. (the "Company"), enclosed herewith are the following documents which must be properly and fully completed and signed:

    1. INVESTMENT AGREEMENT. Fully completed and signed. Please make your check payable to the Company. (Note to partnerships who wish to subscribe: each general partner of the partnership must fully complete and sign the Investment Agreement).

NOTES TO SUBSCRIBERS:

    (a) Please indicate on the Subscription Agreement and the Confidential Purchaser Questionnaire how the Shares are to be held (e.g.joint tenants with rights of survivorship, tenants by the entireties, etc.)

    (b) Please return Subscription Documents and checks to the Company c/o Andrew L. Jiranek, 9693 Gerwig Lane, Suite O, Columbia, Md. 21046. ALL CHECKS SHOULD BE MADE PAYABLE TO VIEW SYSTEMS, INC.

    (d) Additional copies of the required forms are available from the Company at 9693 Gerwig Lane, Suite O, Columbia, MD 21046 or by calling the Company at (410) 309-9984.

    (d) You have should have received the Confidential Private Placement Memorandum, dated November 11, 1999, from the Company and we are required to give this to you before accepting your subscription. Please do not submit your subscription if you have not received this document. By submitting your subscription, you are acknowledging that you have received the Confidential Private Placement Memorandum prepared for this offering.

INVESTMENT SUBSCRIPTION AGREEMENT

To:    View Systems, Inc.
      C/o Andrew L. Jiranek
      9693 Gerwig Lane, Suite O
      Columbia, Maryland 21046

Gentlemen:

    You have informed me that the Company is offering shares of the Company's common stock at a price established by Company Management based upon, primarily, the price that is 50% of Average NASD Electronic Bulletin Board Quoted Ask Price Over Representativpe Time Period Plus Other Factors and that this price may vary during the course of this offering.

    1. Subscription. Subject to the terms and conditions of this Subscription Agreement (the "Agreement"), the undersigned hereby tenders this subscription, together with the payment (in cash or by bank check in lawful funds of the United States) of an amount equal to the price per Share established by Management at the time of the investment, and the other subscription documents, all in the forms submitted to the undersigned. PLEASE BE SURE TO MAKE THE CHECK PAYABLE TO VIEW SYSTEMS, INC..

    2. Acceptance of Subscription: Adoption and Appointment. It is understood and agreed that this Agreement is made subject to the following terms and conditions:

    (a) The Company shall have the right to accept or reject subscriptions in any order it shall determine, in whole or in part, for any reason (or for no reason).

    (b) Investments are not binding on the Company until accepted by the Company. The Company will refuse any subscription by giving written notice to the purchaser by personal delivery or first-class mail. In its sole discretion, the Company may establish a limit on the purchase of Shares by a particular purchaser.

    (c) The undersigned hereby intends that his signature hereon shall constitute an irrevocable subscription to the Company of this Agreement, subject to any requirements for recission rights under State law. To rescind a subscription, a subscriber need only send a letter or telegram to the Company at the address set forth in this Agreement, indicating his or her intention to withdraw. Such letter or telegram should be sent and postmarked prior to any time for rescission required by state law. It is prudent to send such letter by certified mail, return receipt requested, to ensure that is received and also to evidence the time when it was mailed. If the request is made orally (in person or by telephone) to the Company a written confirmation that the request has been received should be requested.

    Upon satisfaction of the all the conditions referred to herein, copies of this Agreement, duly executed by the Company, will be delivered to the undersigned.

    3. Representations and Warranties of the Undersigned. The undersigned hereby represents and warrants to the Company as follows:

    (a) The undersigned (I) has adequate means of providing for his current needs and possible personal contingencies, and he has no need for liquidity of his investment in the Company; (ii) is an Accredited Investor, as defined below, or has the net worth sufficient to bear the risk of losing his entire investment; or (iii) has, such knowledge and experience in financial matters that the undersigned is capable of evaluating the relative risks and merits of this investment. "Accredited Investors" include: (I) accredited investors as defined in Regulation D under the Securities Act of 1933, as amended ("Reg. D") i.e., (a) $1,000,000 in net worth (including spouse) or (b) $200,000 in annual income for the last two years and projected for the current year; and (ii) the Company or affiliates of the Company. "Non-Accredited Investors" are all subscribers who are not "Accredited Investors." All "Non-Accredited" investors must have either a preexisting personal or business relationship with the Company or any of its affiliates, or by reason of their business or financial experience (or the business or financial experience of their unaffiliated professional advisors) would reasonably be assumed to have the capacity to protect their own interests in connection with this investment.

    (b) The undersigned is purchasing for his/her own account not with a view to or for resale in connection with any distribution of the Shares.

    (c) The undersigned has received and read or reviewed and represents he is familiar with this Agreement and the Memorandum accompanying these documents. The undersigned confirms that all documents, records and books pertaining to the investment in the Company and requested by the undersigned have been made available or have been delivered to the undersigned.

    (d) The undersigned has had an opportunity to ask questions of and receive answers from the Company or a person or persons acting on its behalf, concerning the terms and conditions of this investment and the financial condition, operations and prospects of the Company.

    (e) The undersigned understands that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws and are instead being offered and sold in reliance on exemptions from registration.

    (f) The Shares for which the undersigned hereby subscribed are being acquired solely for his own account, and are not being purchased with a view to or for the resale, distribution, subdivision, or fractionalization hereof. He has no present plans to enter into any such contract, undertaking, agreement or arrangement. In order to induce the Company to sell and issue the Shares subscribed for hereby to the undersigned, it is agreed that the Company will have no obligation to recognize the ownership, beneficial or otherwise, of such Shares by anyone but the undersigned.

    (g) The undersigned acknowledges and is aware that no federal or state agency has made any finding or determination as to the fairness of the offering of Shares for investment or any recommendation or endorsement of the Shares.

    (h) That the Company shall incur certain costs and expenses and undertake other actions in reliance upon the irrevocability of the subscription (following the three day rescission period described in Paragraph 2(c) of this Agreement) for the Shares made hereunder.

    The foregoing representations and warranties are true and accurate as of the date of delivery of the Funds to the Company and shall survive such delivery. If, in any respect, such representations and warranties shall not be true and accurate prior to the delivery of the Funds pursuant to Paragraph 1 hereof, the undersigned shall give written notice of such fact to the Company.

(k)

Undersigned is an (Please check the appropriate box):




    Accredited Investor: [  ]

    Non-Accredited Investor: [  ]

    4. Indemnification. The undersigned acknowledges that he understands the meaning and legal consequences of the representations and warranties contained in Paragraph 3 hereof, and he hereby indemnifies and holds harmless the Company, agents, employees and affiliates, from and against any and all losses, claims, damages or liabilities due to or arising out of a breach of any representations(s) or warranty(s) of the undersigned contained in this Agreement.

    5. No Waiver. Notwithstanding any of the representations, warranties, acknowledgment or agreements made herein by the undersigned, the undersigned does not thereby or in any other manner waive any rights granted to him under federal or sate securities laws.

    6. Transferability. The undersigned agrees not to transfer or assign this Agreement, or any of his interest herein. Further, an investor in the Shares pursuant to this Agreement and applicable law, will not be permitted to transfer or dispose of the Shares unless they are registered or unless such transaction is exempt from registration under the Securities Act or other securities laws and in the case of the purportedly exempt sale, such investor provided (at his own expense) an opinion of counsel reasonably satisfactory to the Company that such exemption is, in fact available.

    7. Revocation. The undersigned acknowledges and agrees that his subscription for the Shares made by the execution and delivery of this Agreement by the undersigned is irrevocable and subject to the three day right of rescission in Florida described in Section 2(c) herein, and that such subscription shall survive the death or disability of the undersigned, except as provided pursuant to the blue sky laws of the states in which the Shares may be offered, or any other applicable state statutes or regulations.

    8. Registration Rights. This subscription is conditioned on the Company, at its sole expense, agreeing to register the Shares subscribed for in the next primary registration on behalf of the Company or secondary registration on behalf of holders of the Company's securities that the Company makes pursuant to the Securities Act of 1933, as amended; provided that in the event that such registration includes a primary registration on behalf of the Company, the Company shall not be required to include the shares acquired hereby in such registration to the extent the Company determines in good faith that such inclusion would materially adversely affect the offering being made by such registration. This subscription is further conditioned on the Company agreeing to (i) use its best efforts to register or qualify the shares acquired herein for offer or sale under state securities or blue sky laws of such jurisdictions as the Undersigned shall reasonably request and do any and all other acts and things which may be necessary or advisable to enable the Undersigned to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction; and (ii) furnish to Undersigned any prospectus included in any such registration statement, and all amendements and supplements to such documents, in each case as soon as available and in such quantities as Undersigned may from time to time reasonably request.

    9. Miscellaneous.

    (a) All notices or other communications given or made hereunder shall be in writing and shall be delivered or mailed by registered or certified mail, return receipt requested, postage prepaid, to the undersigned at his address set forth below and to

    (b) Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be construed in accordance with and shall be govern by the laws of the State of Florida.

    (c) This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof any may be amended only by writing executed by all parties.

    (d) This Agreement shall be binding upon the heirs, estates, legal representatives, successors and assigns of all parties hereto.

    (e) All terms used herein shall be deemed to include the masculine and the feminine and the singular and the plural as the context requires.

VIEW SYSTEMS, INC.
SUBSCRIPTION AGREEMENT SIGNATURE

Number of Shares Subscribed for:                    

Amount tendered at $1.75 per Share:                    

(Signature of Subscriber)	(Signature of Spouse, or joint tenant, if any)
(Printed Name of Subscriber)	(Printed Name of Spouse, or other joint tenant, if any)
(Address)	(Address)
(Social Security Number)	(Social Security Number)
Telephone Number

APPROVED AND ACCEPTED in accordance with the terms of this Agreement on this  day of            , 1999.

VIEW SYSTEMS, INC.
By:	Gunther Than, President

NAME OF OFFEREE

MEMORANDUM NO.

CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

View Systems, Inc.

[LOGO]

Common Stock: 1,000,000 Shares

Offering Price: 50% of Average NASD Electronic
Bulletin Board Quoted Ask Price Over Representative Time Period
Plus Other Factors. See "Determination of Offering Price"

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS A MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Issuer:
View Systems, Inc.
Executive Office
925 West Kenyon Avenue, Suite 15
Englewood, Colorado 80110
Phone (303) 783-9153
Contact: Gunther Than

The Date of this Confidential Private Placement Memorandum is November 11, 1999

TERMS OF OFFERING

    These securities are being offered and sold on reliance on the exemption from registration pursuant to Rule 506 of Regulation D of the Securities Act of 1933 and pursuant to similar exemptions under various State Securities Acts. The Company recently commenced operations in the security and surveillance industry and has a short history of operations in this industry.

    The Securities being offered hereby have not been registered under the Securities Act of 1933, as amended, (the "Act"), in reliance upon an exemption from such registration, which depends on the full compliance with certain terms and conditions. Under the terms of this Offering, the purchasers of stock hereunder will be granted "piggyback" registration rights, so that the Company will register the shares sold hereunder at its own expense as part of its next public registration of securities. There is no guaranty, however, that the Company will be able to register shares in the future and conduct a public offering.

    This Memorandum does not constitute an offer to sell any of the stock offered herein to any person in any state or country in which is unlawful to make such an offer or solicitation. Neither the delivery of this Memorandum nor any sale made hereunder shall under any circumstances create an implication that there have been no changes in the affairs of the corporation since the date hereof. This Memorandum supersedes and replaces any and all information delivered or made available or on behalf of the corporation to the recipients of this Memorandum prior to the date hereof.

    All other documents relating to this Offering are available to a prospective investor and/or his advisors by the corporation upon request.

    The distribution of this Private Placement Memorandum and offering of the stock in certain jurisdictions may be restricted by law. Persons obtaining possession of this Memorandum are required by the Company and the selling agent to inform themselves about and to observe such restrictions.

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EX-4.4

Exhibit 4.4

Subscription Agreement With Lawrence Seiler for 170,000 shares, Granting Registration Rights to 100,000 Shares

VIEW SYSTEMS, INC.

[Logo]

SUBSCRIPTION AGREEMENT

    This Agreement is made as of July 15, 1999, by and between View Systems, Inc. ("View Systems"), a Florida corporation, whose principal place of business is 925 West Kenyon Avenue, Suite 15, Englewood, Colorado 80110 and Larry Seiler, 13312 Royden Court, Ellicott City, Maryland 21042.

Recitals

    R1. Larry Seiler, View Systems and View Systems' wholly owned subsidiary, Eastern Tech Manufacturing Corp. ("Eastern Tech") entered into an Agreement and Plan of Merger, dated May 25, 1999 (the "Acquisition Agreement"). Among other things, the Acquisition Agreement provided that View Systems would pay, and/or guaranty the payment of, the following items, to Larry Seiler:

a.

$101,816 of Eastern Tech's loan payable to Larry Seiler (the "Loan Payable");



b.

$100,000 in legal fees and other related expenses incurred by Larry Seiler on behalf of Eastern Tech in connection with a pending investigation involving NASA, the U.S. Attorney's Office for the District of Columbia and the FBI, and a civil forfeiture action referred to the U.S. Attorney's Office for the District of Columbia (the "Legal Fees");

    R2. View Systems has agreed to pay Larry Seiler $69,307.51 as incentive compensation (the "Compensation Payment") in providing for changes in management for View Systems, following the acquisition of Eastern Tech.

    R3. View Systems and Eastern Tech have acquired an automobile from Larry Seiler for corporate use for the consideration of a promise to pay Larry Seiler $67,000 (the "Car Payment").

    R4. Larry Seiler would like to have View Systems issue him stock in exchange for the Loan Payable, the Legal Fees, the Compensation Payment and the Car Payment owed to him by View Systems and Eastern Tech. View Systems would like to issue him its common stock in satisfaction of these amounts owed Larry Seiler, pursuant to the terms and conditions of this Agreement.

    R5. Larry Seiler is the President of Eastern Tech and is active in sales for both Eastern Tech and View Systems. He is also an a 5% or greater equity shareholder in View Systems.

    NOW, THEREFORE, in consideration of the promises contained herein, the parties agree as follows:

    1.Subscription.  Larry Seiler agrees to purchase 170,000 shares (the "Shares") of the common stock of View Systems in exchange for the satisfaction of the Loan Payable, the Legal Fees, the Compensation Payment and the Car Payment, itemized as follows:

a.

36,500 shares in satisfaction of the Loan Payable obligation;



b.

33,500 shares in satisfaction of the Car Payment obligation;



c.

50,000 shares in satisfaction of the Legal Fee obligation;



d.

50,000 shares in satisfaction of the Compensation Payment obligation.

    2.Payment of Purchase Price for the Shares.  Larry Seiler shall accept the Shares as full and complete satisfaction of Loan Payable, Car Payment, Legal Fee, and the Compensation Payment obligations of View Systems and Eastern Tech to Larry Seiler. This indebtness shall be deemed satisfied upon delivery of the stock certificate representing the Shares to Larry Seiler.

    3.Representations and Warranties.  Larry Seiler represents and warrants, as follows:

    (a) Larry Seiler is a U.S. citizen, at least 21 years of age or older.

    (b) Larry Seiler's residence is set forth above.

    (c) Larry Seiler has had access to the books and records of View Systems, is currently an executive officer of View Systems' subsidiary, Eastern Tech, and is familiar with the business and operations of View Systems.

    (d) Larry Seiler's Shares will be acquired for investment, for Larry Seiler's own account, and not with a view to, for offer for sale or for sale in connection with, the distribution or transfer of the Shares. The Shares are not being purchased for subdivision or fractionalization thereof; and Larry Seiler has no contract, undertaking, agreement or arrangement with any person or entity to sell, hypothecate, pledge, donate or otherwise transfer (with or without consideration) to any such person or entity any Shares, and Larry Seiler has no present plans or intention to enter into any such contract, undertaking, agreement or arrangement.

    (e) The present financial condition of Larry Seiler is such that he/she is under no present or contemplated future need to dispose of any portion of the Shares to satisfy any existing or contemplated undertaking, need or indebtedness. Larry Seiler has the financial ability to bear the economic risk of an investment in the Shares, has adequate means of providing for his/her current needs and personal contingencies, has no need for liquidity in such investment and could afford the complete loss of such investment.

    6.Acknowledgement of Certain Facts.  Larry Seiler acknowledges his/her awareness and understanding of the following:

    (a) The purchase of the Shares is a speculative investment that involves a high degree of risk of loss by Larry Seiler of his/her entire investment in the Shares.

    (b) No federal or state agency has made any finding or determination as to the fairness for public investment, nor any recommendation or endorsement, of the Shares.

    (c) There are restrictions on the transferability of the Shares; there will be no market for the Shares and, accordingly, it may not be possible for Larry Seiler to liquidate readily, or at all, his/her investment in case of an emergency or otherwise.

    (d) The Shares have not been registered under federal or state securities laws and are being offered in reliance on an exemption from registration of the Shares. The Shares cannot be resold unless they are registered or unless an exemption from such registration is available, in which event the undersigned might still be limited as to the number of Shares that may be sold.

    (e) The stock certificates of the Shares will be imprinted with a conspicuous legend in substantially the following form:

    "The securities represented by this certificate have not been registered under federal or state securities laws, and shall not be sold, pledged, hypothecated, donated or otherwise transferred (whether or not for consideration) by the holder in the absence of an effective registration under the securities laws or an opinion of counsel reasonably satisfactory to View Systems that such registration is not required under the securities laws.

    (g) View Systems does not file periodic reports with the SEC pursuant to the provisions of the Securities Exchange Act of 1934, as amended; however, it is currently in the process of preparing forms for becoming a reporting company, which forms will undergo a review and comment process by the SEC. View Systems has agreed to register a portion of Larry Seiler's Shares for distribution in accordance with the provisions of federal and state securities laws at such time as it registers a block of its securites (which it expects to do in the third and fourth quarters of calendar year 1999) and View Systems has not agreed to comply with any exemption from registration for the resale of Larry Seiler's Shares. Hence, Larry Seiler understands that by virtue of securities regulations respecting "restricted securities", the Shares may be required to be held indefinitely, unless and until registered, unless an exemption from such registration is available, in which case Larry Seiler may still be limited as to the number Shares that may be sold.

    (h) All instruments, documents, records and books pertaining to this investment are made available for inspection by Larry Seiler and/or his representative, and that the books and records of View Systems are available for inspection by Larry Seiler. There is available to Larry Seiler the opportunity to ask questions and receive answers concerning the business, assets, income or other items necessary to make an investment decision.

    7.Piggyback Registration Rights.  View Systems agrees to register, at its own expense, 100,000 of the Shares as part of its next registration of securities under the Securities Act of 1933. View Systems is working toward a registration under SEC Regulation S-B2 of 5 to 10 million dollars of its securities and hopes to complete preparation of a prospectus and registration statement, and to have same qualified by the regulatory agencies, by the third or fourth quarter of 1999. View Systems agrees to register the Shares as part of this registration.

    8.Payment of Legal Fees.  Eastern Tech and Larry Seiler are both targets in an investigation being conducted by the U.S. Attorney's Office for the District of Columbia and the Federal Bureau of Investigation and certain of their assets have been seized by the FBI under the authority of civil asset forfeiture laws. The interests of Eastern Tech and Larry Seiler in these matters are co-extensive. Eastern Tech and Larry Seiler have incurred legal fees in defending these actions and will need to incur additional legal fees in the future in connection with these on-going matters. Larry Seiler agrees to pay up to $100,000 of the legal fees necessary for presentation of a defense for both Eastern Tech and Larry Seiler and View Systems shall pay any additional monies necessary for presentation of a legal defense for both Eastern Tech and Larry Seiler. Eastern Tech and Larry Seiler shall jointly engage counsel to represent them and will waive any non-material conflicts of interest as between the two of them for purposes of this joint representation. To the extent Larry Seiler and Eastern Tech must engage separate counsel, the agreement of Larry Seiler to pay the first $100,000 and View Systems to pay any additional defense costs shall apply to the collective costs of both sets of counsel. In the event Eastern Tech shall become insolvent, Larry Seiler shall not have an obligation to pay fees or costs for its legal defense.

    9.Exempt Transaction.  All parties acknowledge and agree that the transfer of the Shares pursuant to this Agreement will constitute an exempt isolated transaction and that the securities received in such transfer are not currently registered under federal or state securities laws.

IN WITNESS WHEREOF, the parties have executed this agreement as of the date written above.

Larry Seiler:
		(Seal)
View Systems, Inc.
By:	Gunther Than President & CEO	(Seal)

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EX-4.5

Exhibit 4.5

Lock-Up Agreement With Lawrence Seiler

LOCK-UP AGREEMENT

    THIS LOCK-UP AGREEMENT ("Agreement") is made and entered as of the  day of            , 1999 by and between View Systems, Inc., a Florida corporation (the "Company"), and Lawrence Seiler (the "Investor").

INTRODUCTORY STATEMENT

    Pursuant to that certain Agreement and Plan of Merger, dated as of      (the "Merger Agreement"), among the Company, ET Acquisition, Inc., a Maryland corporation and a wholly-owned subsidiary of the Company ("Sub"), Eastern Technology Manufacturing Corporation, a Maryland corporation ("Eastern Tech"), and the Investor, Sub will be merged with and into Eastern Tech, with Eastern Tech continuing as the surviving corporation (the "Merger"). Pursuant to the Merger Agreement, the Investor will receive 250,000 shares of the Company's common stock, par value $.001 per share (the "Common Shares"), as consideration for the Merger. It is a condition of the Merger Agreement that the Investor enter into this Agreement with the Company.

    NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties intending to be legally bound agree as follows:

    Section I.  DEFINITIONS.

    "AGREEMENT" is defined in the Preamble to this Agreement.

    "COMMON SHARES" is defined in the Introductory Statement to this Agreement.

    "COMPANY" is defined in the Preamble to this Agreement.

    "EFFECTIVE DATE" is defined in Section 3 hereof.

    "HOLDER" means any Person owning or who has the right to acquire Lock-Up Shares whether or not such acquisition has actually been effected.

    "INVESTOR" is defined in the Preamble to this Agreement and in Section 2.2.

    "LOCK-UP PERIOD" is defined in Section 2.1.

    "LOCK-UP SHARES" means the Common Shares owned by the Investor as of the date of this Agreement and any Common Shares issued or issuable with respect to such Common Shares by way of replacement, share dividend, share split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.

    "PERMITTED TRANSFERS" is defined in Section 2.2.

    "PERSON" means an individual, partnership, joint venture, corporation, trust, limited liability company, unincorporated organization, group and government or any department or agency thereof.

    "PRINCIPAL TRADING MARKET" means the stock exchange or other principal trading market on which the Common Shares trade.

    "TRADING REPORTS" means the authoritative reports of daily trading volume with respect to the Common Shares as issued by the Principal Trading Market.

    "TRANSFER" is defined in Section 2.1

    Section 2. RESTRICTIONS ON TRANSFER OF LOCK-UP SHARES.

    2.1.  LOCK-UP PERIOD.  Without the express prior written consent of the Company, the Investor agrees that, except as set forth in Sections 2.2 and 2.3, he will not, directly or indirectly, offer, sell, contract to sell, sell any option or contract to purchase or otherwise dispose of (or announce any offer, sale, contract of sale or other disposition of) ("Transfer") any Lock-Up Shares for a period of three years following the Effective Date (the "Lock-Up Period").

    2.2.  PERMITTED TRANSFERS.  The restrictions contained in Section 2.1 will not apply with respect to any of the following transactions (each a "Permitted Transfer"), provided the conditions set forth below in this Section 2.2 are satisfied:

    2.2.1.  The Investor who is a natural person may Transfer Lock-Up Shares to (a) his spouse, children, siblings, parents or other descendants or to any personal trust in which such family members or such Investor retain the entire beneficial interest or to any charitable trust in which such family members or such Investor has some beneficial interest or (b) one or more entities that are wholly owned and controlled, legally and beneficially, by such Investor.

    2.2.2.  The Investor who is a natural person may Transfer Lock-Up Shares on his death to such Investor's estate, administrator or personal representative or to such Investor's beneficiaries, including charitable beneficiaries, pursuant to a devise or bequest or by the laws of descent and distribution.

    2.2.3.  The Investor who is a natural person may Transfer Lock-Up Shares either as a bona fide inter vivos gift or bequest to any charity, to any public or private charitable foundation, or to a trust for the benefit of charity such as a charitable remainder or lead trust.

    2.2.4.  The Investor may Transfer Lock-Up Shares pursuant to a pledge, grant of security interest or other encumbrance effected in a bona fide transaction with an unrelated and unaffiliated institutional lender provided that the Company, in its sole discretion, shall have consented in writing to such Transfer.

A Transfer will qualify as a Permitted Transfer provided the following conditions are met: (a) the Lock-Up Shares subject to such Transfer remain subject to this Agreement; and (b) the transferee (and any pledgee or other Person acquires Common Shares upon foreclosure thereof) executes and delivers to the Company a counterpart of this Agreement, whereby such transferee shall be deemed to be an Investor for purposes of this Agreement.

    2.3.  LIMITED PERMITTED TRANSFERS.

    2.3.1.  In addition to the foregoing, during the Lock-Up Period the Investor will be permitted to sell in the public market up to 50,000 Lock-Up Shares per calendar quarter, provided the Lock-Up Shares have become free-trading within the meaning of Rule 144 of the Securities Act of 1933, as amended.

    2.3.2.  Any sale of Lock-Up Shares pursuant to this Section 2.3 shall not be the opening transaction in the Common Shares on the Principal Trading Market, and shall not be executed during the one-half hour after the scheduled opening or 15 minutes before the scheduled close of trading on the Principal Trading Market. In no event shall the sale of any of the Lock-Up Shares be effected at a price below the lowest independent bid on the Principal Trading Market.

    2.3.3.  All sales of Lock-Up Shares pursuant to this Section 2.3 shall be transacted by or through one broker-dealer selected by the Investor that is reasonably acceptable to the Company.

    2.3.4.  In the event the outstanding Common Shares are changed into or exchanged for a different number or kind of securities of the Company or of another entity by reason of any reorganization, merger, consolidation, recapitalization, reclassification, stock split, reverse stock split, combination of equity, or dividends payable in equity, the 50,000 Lock-Up Share limitations set forth in subsection 2.3.1, above, shall be adjusted proportionately to reflect an amount as nearly equivalent as may be practicable.

    2.4.  RIGHTS OF SUBSEQUENT HOLDER.  Subject to the foregoing restrictions, the Company and the Investor hereby agree that any subsequent Holder of Lock-Up Shares shall be entitled to all benefits hereunder as a Holder of such securities.

    2.5.  LEGEND.  Each certificate representing the Lock-Up Shares shall bear a legend substantially in the following form:

THE SHARES REPRESENTED BY THIS CERTIFICATE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL SUCH SHARES ARE REGISTERED UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. IN ADDITION, SUCH SHARES ARE SUBJECT TO THE TERMS OF A LOCK-UP AGREEMENT WITH THE COMPANY DATED      , 1999 AND MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH.

    Section 3.  EFFECTIVE DATE.  This Agreement shall be effective from and after the date of Closing under (and as defined in) the Merger Agreement. Prior to the Effective Date, no party shall take any action to circumvent this Agreement or to prevent this Agreement from having or taking effect.

    Section 4.  MISCELLANEOUS.

    4.1.  NOTICES.  All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient, one day following being faxed or sent to the recipient by reputable overnight courier service (charges prepaid), or three days following being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, if addressed to the Investor at the address indicated on the records of the Company and to the Company at its principal office, or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

    4.2.  REMEDIES.  Any Person having rights under any provision of this Agreement will be entitled to enforce such rights specifically to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or other security) for specific performance and for other injunctive relief in order to enforce or prevent violation of the provisions of this Agreement.

    4.3.  AMENDMENTS AND WAIVERS.  The provisions of this Agreement may be amended or waived only upon the prior written consent of the Company and the Investor.

    4.4.  SUCCESSORS AND ASSIGNS.  Subject to Section 2, all covenants and agreements in this Agreement by or on behalf of any of the parties hereto will bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not. In addition, whether or not any express assignment has been made but subject in any case to Section 2, the provisions of this Agreement which are for the benefit of purchasers or Holders of Lock-Up Shares are also for the benefit of, and enforceable by, any subsequent Holder of such securities.

    4.5.  SEVERABILITY.  Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

    4.6.  DESCRIPTIVE HEADINGS.  The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

    4.7.  GOVERNING LAW.  All questions concerning the construction, validity and interpretation of this Agreement will be governed by and construed in accordance with the domestic laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

    4.8.  COUNTERPARTS.  This Agreement may be executed simultaneously in two or more counterparts, all of which, taken together, will constitute one and the same Agreement.

    IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

THE COMPANY	THE INVESTOR
View Systems, Inc.	Lawrence Seiler
By:	By:
Name:	Name:
Title:	Title:

ADDENDUM TO LOCK-UP AGREEMENT

    THIS ADDENDUM TO LOCK-UP AGREEMENT ("Agreement") is made and entered as of the  day of December, 1999 by and between View Systems, Inc., a Florida corporation (the "Company"), and Serafina Seiler (the "Investor").

INTRODUCTORY STATEMENT

    Pursuant to that certain Agreement and Plan of Merger, dated as of May 25, 1999 (the "Merger Agreement"), among the Company, ET Acquisition, Inc., a Maryland corporation and a wholly-owned subsidiary of the Company ("Sub"), Eastern Technology Manufacturing Corporation, a Maryland corporation ("Eastern Tech"), and the Investor, Sub was merged with and into Eastern Tech, with Eastern Tech continuing as the surviving corporation (the "Merger"). Pursuant to the Merger Agreement, Larry Seiler received 250,000 shares of the Company's common stock, par value $.001 per share (the "Common Stock"), as consideration for the Merger. As a condition of the Merger Agreement, Larry Seiler entered into the Lock-Up Agreement attached hereto. Larry Seiler desires to transfer some of his 250,000 shares of the Company's common stock to the Investor pursuant to paragraph 2.2.1 of the Lock-Up Agreement. Investor agrees to be bound by the Lock-Up Agreement in the same manner as Larry Seiler and to take the Common Shares subject to all of the terms and conditions of the Lock-Up Agreement.

    NOW, THEREFORE, the parties agree as follows:

    1.  The Investor agrees to be bound by all of the terms, covenants and conditions of the attached Lock-Up Agreement, in the same manner and to the same extent as Larry Seiler. Investor agrees that he/she takes these shares subject to the restrictions set out in the attached Lock-Up Agreement. Thus, any transfer in violation of the Lock-Up Agreement will be null and void and of no force and effect.

    2.  Investor represents and warrants that these shares are being acquired for investment only, and not with a view to resale or distribution. Further, Investor acknowledges that he/she has had full access to all public filings of the Company, has had an opportunity to ask questions, and is relying on Lawrence Seiler to provide he/she with advice and assistance in purchasing these shares. Investor further represents and warrants that he/she is sophisticated in business and can afford to lose all monies invested to acquire these shares and that this investment is risky.

    3.  Investor acknowledges that the share certificates acquired will be imprinted with a LEGEND. Each certificate representing the Lock-Up Shares shall bear a legend substantially in the following form:

THE SHARES REPRESENTED BY THIS CERTIFICATE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL SUCH SHARES ARE REGISTERED UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. IN ADDITION, SUCH SHARES ARE SUBJECT TO THE TERMS OF A LOCK-UP AGREEMENT WITH THE COMPANY DATED MAY 25, 1999 AND MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH.

    IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

THE COMPANY	THE INVESTOR
View Systems, Inc.	Serafina Seiler
By:Name:Title:	By:Name:Title:

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EX-4.6

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 View Systems, Inc., of 9693 Gerwig Lane, Suite O, Columbia, Maryland 21046, and Tom Cloutier, 2452 E. Camino Pelicano, Palm Springs, California 92262.

    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 "Cloutier".

    Cloutier 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 Cloutier.

    Therefore, the parties agree as follows:

    1.  DESCRIPTION OF SERVICES.  Cloutier 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 Cloutier shall be determined by Cloutier. View will rely on Cloutier to work as many hours as may be reasonably necessary to fulfill Cloutier's obligations under this Agreement. Cloutier will report to Gunther Than during this engagement.

    3.  PAYMENT.  View shall pay Cloutier $5,000 per month for his services. In addition, View grants Cloutier 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 Cloutier shall reasonably request and do any and all other acts and things which may be necessary or advisable to enable Cloutier to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction; and (ii) furnish to Cloutier 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 Cloutier may from time to time reasonably request.

    4.  NEW PROJECT APPROVAL.  Cloutier and View recognize that Cloutier's Services will include working on various projects for View. Cloutier 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 Cloutier 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 Cloutier.

    7.  DISCLOSURE.  Cloutier 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.  Cloutier 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 Cloutier, Cloutier's employees, if any, and Cloutier's agents.

    9.  ASSIGNMENT.  Cloutier'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, Cloutier 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, Cloutier 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 Cloutier 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, Cloutier agrees that he will not at any time or in any manner, either directly or indirectly, use any Information for Cloutier's own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior written consent of View. Cloutier 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 Cloutier has disclosed (or has threatened to disclose) Information in violation of this Agreement, View shall be entitled to an injunction to restrain Cloutier 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, Cloutier shall deliver all records, notes, data, memoranda, models, and equipment of any nature that are in Cloutier's possession or under Cloutier'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 Cloutier:
Tom Cloutier
2452 E. Camino Pelicano
Palm Springs, California 92262

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:
	Gunther Than President
Party providing services:
Tom Cloutier

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EX-4.7

Exhibit 4.7

Consulting Agreement with Guy Parr Granting Warrants and Registration Rights

Consulting Agreement

    This Agreement is made effective as of December 9, 1999, by and between View Systems, Inc., of 9693 Gerwig Lane, Suite O, Columbia, Maryland 21046, and Guy Parr, 116 Rideway Road, 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 "Parr".

Parr 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 Parr.

Therefore, the parties agree as follows:

1. DESCRIPTION OF SERVICES. Parr 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, business consulting, internet related services.

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

5. PAYMENT. View grants Parr warrants to 10,000 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 Parr shall reasonably request and do any and all other acts and things which may be necessary or advisable to enable Parr to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction; and (ii) furnish to Parr 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 Parr may from time to time reasonably request.

4. NEW PROJECT APPROVAL. Parr and View recognize that Parr's Services will include working on various projects for View. Parr 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 Parr 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 Parr.

7. DISCLOSURE. Parr 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. Parr 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 Parr, Parr's employees, if any, and Parr's agents.

9. ASSIGNMENT. Parr'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, Parr 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, Parr 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 Parr 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, Parr agrees that he will not at any time or in any manner, either directly or indirectly, use any Information for Parr's own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior written consent of View. Parr 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 Parr has disclosed (or has threatened to disclose) Information in violation of this Agreement, View shall be entitled to an injunction to restrain Parr 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, Parr shall deliver all records, notes, data, memoranda, models, and equipment of any nature that are in Parr's possession or under Parr'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 Parr:
Guy Parr
116 Ridgeway Rd.
Baltimore, Md.

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:                                  
    Gunther Than
    President

Party providing services:

Guy Parr

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EX-4.8

Exhibit 4.8

NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT
INCORPORATED UNDER THE LAWS OF THE STATE OF
FLORIDA

NUMBER SHARES

VIEW SYSTEMS, INC.

AUTHORIZED COMMON STOCK: 50,000,000 SHARES            CUSIP NO. 926706 10 2

PAR VALUE: $.006

THIS CERTIFIES THAT

S P E C I M E N

IS THE RECORD HOLDER OF

Shares of VIEW SYSTEMS, INC. Common Stock

transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.

    Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

Dated:

VIEW SYSTEMS, INC.
CORPORATE
SEAL
FLORIDA

/s/ Andrew L. Jiranek SECRETARY /s/ G. Than PRESIDENT

EX-4.9

Exhibit 4.9

Consulting Agreement with Magnum Worldwide Investments, Ltd.

Consulting Agreement

    This Agreement is made effective as of December 9, 1999, by and between View Systems, Inc., 9693 Gerwig Lane, Suite O, Columbia, Maryland 21046, and Magnum Worldwide Investments, Ltd., a Republic of Trinidad corporation, 16 Victoria Avenue, Port of Spain, Trinidad, West Indies.

    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 "Magnum".

    Magnum has network engineering contacts that it can introduce to View for the purpose of View entering into valuable business relationships with these contacts and forming important strategic alliances that it can employ for the purpose of introducing its products and services to the Caribbean and South America.

    Magnum has purchased 100,000 shares of the common stock of View (the "Shares") from a third party. It desires to have these shares registered as part of View's next primary and/or secondary public offering of securities.

    Therefore, the parties agree as follows:

1. DESCRIPTION OF SERVICES. Magnum has provided and will provide networking and brokering services to View whereby Magnum will introduce View to potential business partners in the Caribbean and South America and assist with the development of these relationships, toward the goal of increasing View's development in the South American and Caribbean markets

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

3. PAYMENT. In consideration for Magnum performing these services, View agrees to register, at its expense, Magnum's Shares in the next primary and/or secondary registration of securities that View makes 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 herein for offer or sale under state securities or blue sky laws of such jurisdictions as Magnum shall reasonably request and do any and all other acts and things which may be necessary or advisable to enable Magnum to consummate the proposed sale, transfer or other disposition of such securities in any jursdiction; and (ii) furnish to Magnum 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 Magnum may from time to time reasonably request.

4. RELATIONSHIP OF PARTIES. It is understood by the parties that Magnum is an independent contractor with respect to View, and not an employee of View.

5. 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 relating to the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties.

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

7. 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.

8. 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.

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

Party receiving services:
View Systems, Inc.

By:                                        
    Andrew L. Jiranek
    Vice President

Party providing services:
Magnum Worldwide Investments, Ltd.

By:                                        
    Thomas Alexion
    Executive Director

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EX-4.11

Exhibit 4.11 Subscription Agreement Between View Systems, Inc. and Leokadia Than

VIEW SYSTEMS, INC.

SUBSCRIPTION AGREEMENT

    1. Subscription. The undersigned agrees to purchase 200,000 shares of the common stock of View Systems, Inc. ("View" or the "Company"), a Florida corporation, at a price of $1.00 per share. This stock is being purchased as part of an on-going offering of securities by the Company, in reliance on Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933 or some other applicable exemption from registration.

    2. Payment of Purchase Price. Undersigned has loaned monies. Repayment of these monies requires the payment of accrued and unpaid interest, which the Undersigned values at $33,000. In consideration for cancellation of View's indebtedness to Undersigned, View shall issue the Shares to Undersigned. A stock certificate representing the Shares will be delivered in consideration of the payment of the Purchase Price.

    3. Acknowledgement of Receipt of Certain Documents and Instruments. Undersigned acknowledges that she has full access to information on the Company, that she has been given the opportunity to examine books and records of the Company and that she has had an opportunity to ask questions of, and receive answers from duly designated representatives of the Company concerning the Company and the terms of this subscription. Undersigned further acknowledges and understands that the shares she is purchasing are unregistered and must be held indefinitely unless they are subsequently registered under the Securities Act of 1933 or an exemption from such registration is available.

    4. Representations and Warranties. Undersigned represents and warrants, as follows:

    (a) Undersigned is a U.S. citizen, at least 21 years of age or older;

    (b) Undersigned's residence is set forth;

    (c) Undersigned will not sell, transfer, or otherwise dispose of the securities except in compliance with the Securities Act of 1933, as amended;

    (d) Undersigned's Shares will be acquired for investment, for Undersigned's own account, and not with a view to offer such securities for sale in connection with, the distribution or transfer of the Shares. The Shares are not being purchased for subdivision or fractionalization thereof; and Undersigned has no contract, undertaking, agreement or arrangement with any person or entity to sell, hypothecate, pledge, donate or otherwise transfer (with or without consideration) to any such person or entity any Shares, and Undersigned has no present plans or intention to enter into any such contract, undertaking, agreement or arrangement.

    (e) The present financial condition of Undersigned is such that he/she is under no present or contemplated future need to dispose of any portion of the Shares to satisfy any existing or contemplated undertaking, need or indebtedness. Undersigned has the financial ability to bear the economic risk of an investment in the Shares, has adequate means of providing for his/her current needs and personal contingencies, has no need for liquidity in such investment and could afford the complete loss of such investment.

    5. Acknowledgement of Certain Facts. Undersigned acknowledges his/her awareness and understanding of the following:

    (a) The purchase of the Shares is a speculative investment that involves a high degree of risk of loss by Undersigned of his/her entire investment in the Shares.

    (b) No federal or state agency has made any finding or determination as to the fairness for public investment, nor any recommendation or endorsement, of the Shares.

    (c) There are restrictions on the transferability of the Shares; there will be no market for the Shares and, accordingly, it may not be possible for Undersigned to liquidate readily, or at all, his/her investment in case of an emergency or otherwise.

    (d) The Shares have not been registered under federal or state securities laws and are being offered in reliance on an exemption from registration of the Shares. The Shares cannot be resold unless they are registered or unless an exemption from such registration is available, in which event the undersigned might still be limited as to the number of Shares that may be sold.

    (e) The stock certificates of the Shares will be imprinted with a conspicuous legend in substantially the following form:

    "The securities represented by this certificate have not been registered under federal or state securities laws, and shall not be sold, pledged, hypothecated, donated or otherwise transferred (whether or not for consideration) by the holder in the absence of an effective registration under the securities laws or an opinion of counsel reasonably satisfactory to View that such registration is not required under the securities laws.

    6. Registration Rights. This subscription is conditioned on Company, at its sole expense, agreeing to register 50,000 of the Shares subscribed for in the next primary registration on behalf of the Company or secondary registration on behalf of holders of the Company's securities that the Company makes pursuant to the Securities Act of 1933, as amended; provided that in the event that such registration includes a primary registration on behalf of the Company, the Company shall not be required to include the shares acquired hereby in such registration to the extent the Company determines in good faith that such inclusion would materially adversely affect the offering being made by such registration. This subscription is further conditioned on the Company agreeing, for the shares it registers, to (i) use its best efforts to register or qualify the shares acquired herein for offer or sale under state securities or blue sky laws of such jurisdictions as the Undersigned shall reasonably request and do any and all other acts and things which may be necessary or advisable to enable the Undersigned to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction; and (ii) furnish to Undersigned any prospectus included in any such registration statement, and all amendements and supplements to such documents, in each case as soon as available and in such quantities as Undersigned may from time to time reasonably request.

IN WITNESS WHEREOF, Undersigned has executed this agreement this  day of          , 1999.

SUBSCRIBER:

Name: Leokadia Than
1509 Wedgewood Drive
Racine, Wisconsin 53402

EX-4.12

Exhibit 4.12 Form of Subscription Agreement Between View Systems, Inc. and Jim Price and Tim Rieu

VIEW SYSTEMS, INC.

SUBSCRIPTION AGREEMENT

    1. Subscription. The undersigned agrees to purchase 50,000 shares of the common stock of View Systems, Inc. ("View"), a Florida corporation, at a price $1.00 per share.

    2. Payment of Purchase Price. Undersigned tenders or has tendered his/her personal check to View for the full purchase price for the Shares (the "Purchase Price"). A stock certificate representing the Shares will be delivered upon payment of the Purchase Price.

    3. Acknowledgement of Receipt of Certain Documents and Instruments. Undersigned has reviewed the filings View has made with the SEC and View's Confidential Private Placement Memorandum (the "PPM"), dated August 8, 1999.

    4. Representations and Warranties. Undersigned represents and warrants, as follows:

    (a) Undersigned is a U.S. citizen, at least 21 years of age or older.

    (b) Undersigned's residence is set forth.

    (c) Undersigned has received, read, and understood the contents of View's SEC filings, the PPM and its Exhibits.

    (d) Undersigned's Shares will be acquired for investment, for Undersigned's own account, and not with a view to, for offer for sale or for sale in connection with, the distribution or transfer of the Shares. The Shares are not being purchased for subdivision or fractionalization thereof; and Undersigned has no contract, undertaking, agreement or arrangement with any person or entity to sell, hypothecate, pledge, donate or otherwise transfer (with or without consideration) to any such person or entity any Shares, and Undersigned has no present plans or intention to enter into any such contract, undertaking, agreement or arrangement.

    (e) The present financial condition of Undersigned is such that he/she is under no present or contemplated future need to dispose of any portion of the Shares to satisfy any existing or contemplated undertaking, need or indebtedness. Undersigned has the financial ability to bear the economic risk of an investment in the Shares, has adequate means of providing for his/her current needs and personal contingencies, has no need for liquidity in such investment and could afford the complete loss of such investment.

    (f) Undersigned is an "accredited investor", meaning (i) a $1,000,000 in net worth (including spouse); or (ii) $200,000 in annual income for the last two years and projected for the current year. Undersigned also has a preexisting personal or bueinss relationship with the Company and by reason of this and Undersigned business and financial experience, has the capacity to understand the full nature of this investment.

    6. Acknowledgement of Certain Facts. Undersigned acknowledges his/her awareness and understanding of the following:

    (a) The purchase of the Shares is a speculative investment that involves a high degree of risk of loss by Undersigned of his/her entire investment in the Shares.

    (b) The "High Risk Factors" set forth in the PPM.

    (c) No federal or state agency has made any finding or determination as to the fairness for public investment, nor any recommendation or endorsement, of the Shares.

    (d) There are restrictions on the transferability of the Shares; there will be no market for the Shares and, accordingly, it may not be possible for Undersigned to liquidate readily, or at all, his/her investment in case of an emergency or otherwise.

    (e) The Shares have not been registered under federal or state securities laws and are being offered in reliance on an exemption from registration of the Shares. The Shares cannot be resold unless they are registered or unless an exemption from such registration is available, in which event the undersigned might still be limited as to the number of Shares that may be sold.

    (f) The stock certificates of the Shares will be imprinted with a conspicuous legend in substantially the following form:

    "The securities represented by this certificate have not been registered under federal or state securities laws, and shall not be sold, pledged, hypothecated, donated or otherwise transferred (whether or not for consideration) by the holder in the absence of an effective registration under the securities laws or an opinion of counsel reasonably satisfactory to View that such registration is not required under the securities laws.

    (g) View does not file, and does not in the foreseeable future contemplate filing, periodic reports with the SEC pursuant to the provisions of the Securities Exchange Act of 1934, as amended. View has not agreed to register any of Undersigned's Shares for distribution in accordance with the provisions of federal and state securities laws and View has not agreed to comply with any exemption from registration for the resale of Undersigned's Shares. Hence, Undersigned understands that by virtue of securities regulations respecting "restricted securities", the Shares may be required to be held indefinitely, unless and until registered, unless an exemption from such registration is available, in which case Undersigned may still be limited as to the number Shares that may be sold.

    (g) All instruments, documents, records and books pertaining to this investment are made available for inspection by Undersigned's attorney and/or accountant and Undersigned, and that the books and records of View will be available upon reasonable notice, for inspection by investors during reasonable business hours at its principal place of business. There is available to Undersigned, by contacting the company, the opportunity to ask questions and receive answers concerning the terms and conditions of the Offering and to obtain any additional information which View possesses or can obtain without unreasonable effort or expenses that is to verify the information contained in the PPM.

    7. Registration Rights. This subscription is conditioned on the Company, at its sole expense, agreeing to register the Shares subscribed for in the next primary registration on behalf of the Company or secondary registration on behalf of holders of the Company's securities that the Company makes pursuant to the Securities Act of 1933, as amended; provided that in the event that such registration includes a primary registration on behalf of the Company, the Company shall not be required to include the shares acquired hereby in such registration to the extent the Company determines in good faith that such inclusion would materially adversely affect the offering being made by such registration. This subscription is further conditioned on the Company agreeing to (i) use its best efforts to register or qualify the shares acquired herein for offer or sale under state securities or blue sky laws of such jurisdictions as the Undersigned shall reasonably request and do any and all other acts and things which may be necessary or advisable to enable the Undersigned to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction; and (ii) furnish to Undersigned any prospectus included in any such registration statement, and all amendements and supplements to such documents, in each case as soon as available and in such quantities as Undersigned may from time to time reasonably request.

IN WITNESS WHEREOF, Undersigned has executed this agreement this  day of      , 1999.

SUBSCRIBER:

 
Name:

 
Address:

EX-5

Exhibit 5

Opinion of Woodford & Martien, P.C. Regarding Legality

Michael J. Woodford
Woodford & Martien, P.C.
1871 Folsom Street, Suite 105
Boulder, Colorado 80302

View Systems, Inc.
9693 Gerwig Lane, Suite O
Columbia, Md. 21046

Re: View Systems, Inc.
SB-2 Registration Statement
Item 601(b)(5)
Exhibit 5

Gentlemen:

    As counsel to View Systems, Inc. (the "Company"), a Florida corporation, I have examined the Certificate of Incorporation, the By Laws, the Form 10-SB, Form 10-QSB, the minutes of the Company's Board of Directors and Stockholder's meeting and other corporate records, documents and proceedings and have considered such questions of law as I deemed relevant for the purpose of this Opinion as such counsel. In addition, I have also examined the Registration Statement on Form SB-2 (the Registration Statement covering the registration of 1,000,000 Shares of View Systems, Inc. Common Stock and 1,000,000 shares of View Systems, Inc. Common Stock that are either issued (546,000 shares) to existing shareholders or to be issued upon exercise of outstanding warrants (454,000 shares)).

    Based on the foregoing, I am of the legal opinion that:

    (1) The Corporation is a duly organized and validly existing corporation under the laws of the State of Florida, with corporate powers to conduct its business as described in the Registration Statement.

    (2) The Corporation has the authorized capitalization as set forth in the Registration Statement.

    (3) The 1,000,000 Shares that the Company is offering under the Registration Statement and the 546,000 Shares certain selling shareholders are offering under the Registration Statement, as disclosed in the Registration Statement, have been legally authorized and issued and are fully paid and non-assessable.

    (4) The Warrants to purchase 454,000 shares, which shares are being offered under the Registration Statement by the current Warrantholders, have been legally authorized, created and issued, and subject to the payment of the exercise price of $2.00 per share, the shares obtainable upon exercise of the Warrants will be legally issued as a fully paid and non-assessable class of Common Stock.

Yours Most Sincerely,

 
Michael J. Woodford

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EX-10.1

Exhibit 10.1

View Systems, Inc. Employment Agreement with Gunther Than

EXECUTIVE EMPLOYMENT AGREEMENT

[LOGO]

    Executive Employment Agreement ("Agreement") is made and effective this 1st day of June, 1999, by and between View Systems, Inc., a Florida corporation whose principal place of business is 925 West Kenyon Avenue, Suite 15, Englewood, Colorado 80110 (the "Company") and Gunther Than, 28 Dekker Street, Golden, Colorado 80401 ("Executive").

    WHEREAS, the Company wishes to assure itself of the benefit of Executive's services, experience and loyalty, and Executive has indicated his willingness to provide his services, experience and loyalty on the terms and conditions set forth herein:

    NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the parties hereto agree as follows:

    1. Employment.

    Subject to approval of its board of directors, Company hereby employs Executive as its President and Chief Executive Officer and Executive hereby accepts such employment in accordance with the terms of this Agreement. In the event of any conflict or ambiguity between the terms of this Agreement and terms of employment applicable to regular employees, the terms of this Agreement shall control. Election or appointment of Executive to another office or position, regardless of whether such office or position is inferior to Executive's initial office or position, shall not be a breach of this Agreement.

    2. Duties of Executive.

    The duties of Executive shall include the performance of all of the duties typical of the office held by Executive and such other duties and responsibilities as may be assigned by the Chairman of the Board of Directors (the "Chairman") and/or the directors of the Company.

    3. Exclusivity.

    (a) Executive shall faithfully, industriously, and to the best of Executive's ability, serve the Company, shall in all respects conform to and comply with the lawful and reasonable directions and instructions given to him by the Directors and Officers of the Company having authority over him and shall perform all duties in a professional, ethical and businesslike manner and promote and serve the interests of the Company.

    (b) Executive shall not engage in activities which would interfere significantly with his faithful performance of his duties hereunder.

    4. Compensation.

    Executive shall be paid compensation during this Agreement as follows:

    (a) An initial base salary of $6,000.00 per month, payable according to the Company's regular payroll schedule. This base salary may be adjusted from time to time by the Company's board of directors or a committee of the Company's board of directors; provided that the base salary shall not be less than the initial base salary, unless the parties mutually agree otherwise. Company shall deduct or withhold all taxes and charges that Company may be required to deduct or withhold from salary.

    (b) An incentive bonus to be determined by the Board of Directors of Company based upon Company's performance and the results achieved by Executive in his job performance.

    (c) Options, pursuant to the Stock Option Plan that is adopted by Company, to purchase shares of Company Common Stock, such Options to accrue and to be granted in the event that Executive is employed and according to a determined schedule. The Options shall be earned and vest in Executive in accordance with a set schedule.

    (d) A payment of 300,000 shares of common stock in exchange for the non-compete provisions contained in paragraph 7 below.

    5. Benefits.

    (a) Expense Reimbursement. Executive shall be entitled to reimbursement for all reasonable expenses, including travel and entertainment, incurred by Executive in the performance of Executive's duties. Executive will maintain records and written receipts.

    (b) Benefit Plans. Executive shall be entitled to participate in such employee benefit plans as Company shall establish for Executives from time to time.

    6. Rights to Work Product.

    In consideration of Executive's original and continuing employment under this Agreement, it is agreed and understood that Executive shall disclose to Company all inventions, improvements, designs, information, reports, studies, other tangible or intangible material of any nature whatsoever produced or as a result of any of the services performed by Executive hereunder and all copies of any of the foregoing. Executive hereby irrevocably grants, assigns, transfers and sets over unto Company all right, title and interest of any kind, nature or description in and to the above referenced work product and Executive shall not be entitled to make use of the work product except as may be expressly permitted in this Agreement. Executive agrees to execute: (i) any and all documents and; (ii) provide all such assistance, as is reasonably requested by Company in connection with the registration and protection by litigation or otherwise of any patents, copyrights, trademarks or other proprietary rights in the work product produced hereunder (including any reissues thereof).

    7. Confidential Information and Noncompetition.

    (a) Confidential Information. Executive recognizes that the services to be performed by him/her hereunder are special, unique and extraordinary in that, by reason of his employment hereunder, he may acquire or has acquired confidential information and trade secrets concerning the operation of the Company, the use or disclosure of which could cause Company substantial loss and damages that could not be readily calculated and for which no remedy at law would be adequate. Accordingly, in consideration of Executive's original and continued employment by Company in a capacity in which he may receive or contribute to the production of confidential information, and the payment specified in paragraph 4d above, Executive agrees and acknowledges that all tangible and intangible information obtained or developed, and in connection with the performance of this Agreement (including information developed by Executive as part of his/her performance of services) which is so designated by Company, shall be considered to be confidential and proprietary information which contains valuable business information and trade secrets of company relating to its business practices and critical to its competitive position in the marketplace.

    (i) Information publicly known that is generally employed by the trade at or after the time Executive first learns of such information, or generic information or knowledge which Executive would have learned in the course of similar employment or work elsewhere in the trade, shall not be deemed part of the company confidential information.

    (ii) All notes, materials or records, of any kind, in any way incorporating or reflecting any of the Company confidential information shall belong exclusively to Company and Executive agrees to turn over all copies of such materials in his control to Company upon termination of this Agreement.

    (iii) Executive agrees during the term of this Agreement and thereafter to hold in confidence and not to directly or indirectly reveal, report, publish, disclose or transfer any of the Company confidential information to any person or utilize any of the Company confidential information for any purpose, except in the course of his/her work for the Company.

    (iv) Executive agrees to notify Company promptly and in writing of any circumstances of which Executive has knowledge relating to any possession, use or knowledge of any portion of the Company confidential information by any unauthorized person.

    (b) No Competing Employment. In consideration of the payment specified in paragraph 4(d) above, for so long as Executive is employed by Company, and for one calendar year following termination of this Agreement, Executive shall not, unless he receives prior written consent from the Board of Directors, directly or indirectly, own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as an officer, employee, partner, stockholder, consultant or otherwise, any individual, partnership, firm, corporation or other business entity that materially competes with the Company. This covenant shall survive termination of this Agreement.

    (c) No Interference. In consideration of the payment specified in paragraph 4(d) above, during the term of this Agreement, and for one calendar year following termination of this Agreement, Executive shall not, whether for his own account or for the account of any other individual, partnership, firm, corporation, or other business organization (other than the Company), intentionally solicit, endeavor to entice away from Company or otherwise interfere with the relationship of Company with any person who is employed by or otherwise engaged to perform services for Company (including, but not limited to, any employees of Company's venture partners and independent sales representatives or organizations) or any person or entity who is, or was within the then most recent twelve (12) month period, a customer or client of the Company. This covenant shall survive termination of this Agreement.

    8. Term and Termination.

    (a) The Initial Term of this Agreement shall commence on the effective date noted above and it shall continue in effect unless terminated by either party upon sixty (60) days written notice.

    (b) This Agreement and Executive's employment may be terminated by Company at its discretion at any time, provided that if the termination is without cause, for a period of three years following such termination, Executive shall be paid his base salary and a bonus for each of the three years equivalent in value to the bonus received in the year prior to his termination.

    (c) This Agreement may be terminated by Executive at Executive's discretion by providing at least sixty (60) days prior written notice to the Company. In the event of termination by Executive pursuant to this subsection, Company may immediately relieve Executive of all duties and immediately terminate this Agreement, provided that company shall pay Executive the compensation Executive has earned hereunder to the termination date included in Executive's original termination notice.

    (d) In the event Company is acquired, or is the non-surviving party in a merger, or sells all or substantially all of its assets, this Agreement shall not be deemed terminated as a result thereof.

    9. Notices.

    Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight deliver services:

    If to Company:

    View Systems, Inc.
    925 West Kenyon Avenue
    Suite 15
    Englewood, Colorado 80110

    With copy to:

    View Systems, Inc.
    9693 Gerwig Lane, Suite O
    Columbia, Maryland 21046
    Attn.: Andrew L. Jiranek

    If to Executive:

    Gunther Than
    28 Dekker Street
    Golden, Colorado 80401

    10. Entire Agreement.

    This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof and supersedes and merges all prior proposals, understandings and all other agreement, oral or written between the parties relating to such subject matter. Each party hereby acknowledges that it has not entered into this Agreement in reliance upon any representation made by the other party and not embodied herein.

    11. Headings.

    Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

    12. Assignment.

    (a) By Executive. Neither this Agreement nor any right, duty, obligation or interest hereunder may be assigned or delegated by Executive without the prior express written approval of Company, which may be withheld by Company at Company's absolute discretion.

    (b) By Company. This Agreement and all of Company's rights and obligations hereunder may be assigned, delegated or transferred by it to (i) any venture partner of Company or to any parent, subsidiary or affiliate of any venture partner, or (ii) any business entity which at any time by merger, consolidation or otherwise acquires all or substantially all of the assets of the Company or to which Company transfers all or substantially all of its assets. Upon such assignment, delegation or transfer, any such partner, parent, subsidiary, affiliate or other business entity shall be deemed to be substituted for all purposes as the Company hereunder.

    (c) Binding Effect. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto, any successors to or assigns of Company and Executive's heirs and the personal representatives of Executive's estate.

    13. Severability.

    If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

    14. Miscellaneous.

    (a) This Agreement may not be modified or altered except by a written instrument executed by both parties.

    (b) The parties agree that each provision in this Agreement is deemed equally essential to each party.

    (c) The failure of either of the parties to insist upon strict performance of any of the provisions of this Agreement shall not be construed as the waiver of any subsequent default of a similar nature.

    (d) Either party shall be excused from performance and shall not be liable for any delay in deliver or for non-delivery, in whole or in part, caused by the occurrence of any contingency beyond the control of the parties.

    IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

View Systems, Inc.		Executive
By:		By:
Name:		Name:	Gunther Than
Title:
Address:	925 West Kenyon Avenue       Suite 15       Englewood, Colorado 80110

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EX-10.2

Exhibit 10.2

View Systems, Inc. Employment Agreement with Andrew L. Jiranek

EMPLOYMENT AGREEMENT

[LOGO]

    Employment Agreement ("Agreement") is made and effective this 1st day of June, 1999, by and between View Systems, Inc., a Florida corporation whose principal place of business is 925 West Kenyon Avenue, Suite 15, Englewood, Colorado 80110 (the "Company") and Andrew L. Jiranek, 10426 Falls Rd., Lutherville, Md. 21093 ("Employee").

    WHEREAS, the Company wishes to assure itself of the benefit of Employee's services, experience and loyalty, and Employee has indicated his willingness to provide his services, experience and loyalty on the terms and conditions set forth herein:

    NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the parties hereto agree as follows:

    1. Employment.

    Subject to approval of its board of directors, Company hereby employs Employee as a Vice President and Employee hereby accepts such employment in accordance with the terms of this Agreement. In the event of any conflict or ambiguity between the terms of this Agreement and terms of employment applicable to regular employees, the terms of this Agreement shall control. Election or appointment of Employee to another office or position, regardless of whether such office or position is inferior to Employee's initial office or position, shall not be a breach of this Agreement.

    2. Duties of Employee.

    The duties of Employee shall include the performance of all of the duties typical of the office held by Employee and such other duties and responsibilities as may be assigned by the President of the Company and/or the directors of the Company.

    3. Exclusivity.

    (a) Employee shall faithfully, industriously, and to the best of Employee's ability, serve the Company, shall in all respects conform to and comply with the lawful and reasonable directions and instructions given to him by the Directors and Officers of the Company having authority over him and shall perform all duties in a professional, ethical and businesslike manner and promote and serve the interests of the Company.

    (b) Employee shall not engage in activities which would interfere significantly with his faithful performance of his duties hereunder.

    4. Compensation.

    Employee shall be paid compensation during this Agreement as follows:

    (a) An initial base salary of $7,500.00 per month, payable according to the Company's regular payroll schedule. This base salary may be adjusted from time to time by the Company's board of directors or a committee of the Company's board of directors; provided that the base salary shall not be less than the initial base salary, unless the parties mutually agree otherwise. Company shall deduct or withhold all taxes and charges that Company may be required to deduct or withhold from salary.

    (b) An incentive bonus to be determined by the Board of Directors of Company based upon Company's performance and the results achieved by Employee in his job performance.

    (d) Options, pursuant to the Stock Option Plan that is adopted by Company, to purchase shares of Company Common Stock, such Options to accrue and to be granted in the event that Employee is employed and according to a determined schedule. The Options shall be earned and vest in Employee in accordance with a set schedule.

    5. Benefits.

    (b) Expense Reimbursement. Employee shall be entitled to reimbursement for all reasonable expenses, including travel and entertainment, incurred by Employee in the performance of Employee's duties. Employee will maintain records and written receipts.

    (b) Benefit Plans. Employee shall be entitled to participate in such employee benefit plans as Company shall establish for Employees from time to time.

    6. Rights to Work Product.

    In consideration of Employee's original and continuing employment under this Agreement, it is agreed and understood that Employee shall disclose to Company all inventions, improvements, designs, information, reports, studies, other tangible or intangible material of any nature whatsoever produced or as a result of any of the services performed by Employee hereunder and all copies of any of the foregoing. Employee hereby irrevocably grants, assigns, transfers and sets over unto Company all right, title and interest of any kind, nature or description in and to the above referenced work product and Employee shall not be entitled to make use of the work product except as may be expressly permitted in this Agreement. Employee agrees to execute: (i) any and all documents and; (ii) provide all such assistance, as is reasonably requested by Company in connection with the registration and protection by litigation or otherwise of any patents, copyrights, trademarks or other proprietary rights in the work product produced hereunder (including any reissues thereof).

    7. Confidential Information and Noncompetition.

    (a) Confidential Information. Employee recognizes that the services to be performed by him/her hereunder are special, unique and extraordinary in that, by reason of his employment hereunder, he may acquire or has acquired confidential information and trade secrets concerning the operation of the Company, the use or disclosure of which could cause Company substantial loss and damages that could not be readily calculated and for which no remedy at law would be adequate. Accordingly, in consideration of Employee's original and continued employment by Company in a capacity in which he may receive or contribute to the production of confidential information, and the payment specified in paragraph 4d above, Employee agrees and acknowledges that all tangible and intangible information obtained or developed, and in connection with the performance of this Agreement (including information developed by Employee as part of his/her performance of services) which is so designated by Company, shall be considered to be confidential and proprietary information which contains valuable business information and trade secrets of company relating to its business practices and critical to its competitive position in the marketplace.

    (i) Information publicly known that is generally employed by the trade at or after the time Employee first learns of such information, or generic information or knowledge which Employee would have learned in the course of similar employment or work elsewhere in the trade, shall not be deemed part of the company confidential information.

    (ii) All notes, materials or records, of any kind, in any way incorporating or reflecting any of the Company confidential information shall belong exclusively to Company and Employee agrees to turn over all copies of such materials in his control to Company upon termination of this Agreement.

    (iii) Employee agrees during the term of this Agreement and thereafter to hold in confidence and not to directly or indirectly reveal, report, publish, disclose or transfer any of the Company confidential information to any person or utilize any of the Company confidential information for any purpose, except in the course of his/her work for the Company.

    (iv) Employee agrees to notify Company promptly and in writing of any circumstances of which Employee has knowledge relating to any possession, use or knowledge of any portion of the Company confidential information by any unauthorized person.

    (b) No Competing Employment. In consideration of the payment specified in paragraph 4(d) above, for so long as Employee is employed by Company, and for one calendar year following termination of this Agreement, Employee shall not, unless he receives prior written consent from the Board of Directors, directly or indirectly, own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as an officer, employee, partner, stockholder, consultant or otherwise, any individual, partnership, firm, corporation or other business entity that materially competes with the Company. This covenant shall survive termination of this Agreement.

    (c) No Interference. In consideration of the payment specified in paragraph 4(d) above, during the term of this Agreement, and for one calendar year following termination of this Agreement, Employee shall not, whether for his own account or for the account of any other individual, partnership, firm, corporation, or other business organization (other than the Company), intentionally solicit, endeavor to entice away from Company or otherwise interfere with the relationship of Company with any person who is employed by or otherwise engaged to perform services for Company (including, but not limited to, any employees of Company's venture partners and independent sales representatives or organizations) or any person or entity who is, or was within the then most recent twelve (12) month period, a customer or client of the Company. This covenant shall survive termination of this Agreement.

    8. Term and Termination.

    (a) The Initial Term of this Agreement shall commence on the effective date noted above and it shall continue in effect unless terminated by either party upon sixty (60) days written notice.

    (b) This Agreement and Employee's employment may be terminated by Company at its discretion at any time, provided that if the termination is without cause, for a period of three years following such termination, Employee shall be paid his base salary and a bonus for each of the three years equivalent in value to the bonus received in the year prior to his termination.

    (c) This Agreement may be terminated by Employee at Employee's discretion by providing at least sixty (60) days prior written notice to the Company. In the event of termination by Employee pursuant to this subsection, Company may immediately relieve Employee of all duties and immediately terminate this Agreement, provided that company shall pay Employee the compensation Employee has earned hereunder to the termination date included in Employee's original termination notice.

    (d) In the event Company is acquired, or is the non-surviving party in a merger, or sells all or substantially all of its assets, this Agreement shall not be deemed terminated as a result thereof.

    9. Notices.

    Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight deliver services:

    If to Company:

    View Systems, Inc.
    925 West Kenyon Avenue
    Suite 15
    Englewood, Colorado 80110
    Attn.: Gunther Than

    If to Employee:

    Andrew L. Jiranek
    10426 Falls Rd.
    Lutherville, Md. 21093

    10. Entire Agreement.

    This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof and supersedes and merges all prior proposals, understandings and all other agreement, oral or written between the parties relating to such subject matter. Each party hereby acknowledges that it has not entered into this Agreement in reliance upon any representation made by the other party and not embodied herein.

    11. Headings.

    Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

    12. Assignment.

    (a) By Employee. Neither this Agreement nor any right, duty, obligation or interest hereunder may be assigned or delegated by Employee without the prior express written approval of Company, which may be withheld by Company at Company's absolute discretion.

    (b) By Company. This Agreement and all of Company's rights and obligations hereunder may be assigned, delegated or transferred by it to (i) any venture partner of Company or to any parent, subsidiary or affiliate of any venture partner, or (ii) any business entity which at any time by merger, consolidation or otherwise acquires all or substantially all of the assets of the Company or to which Company transfers all or substantially all of its assets. Upon such assignment, delegation or transfer, any such partner, parent, subsidiary, affiliate or other business entity shall be deemed to be substituted for all purposes as the Company hereunder.

    (c) Binding Effect. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto, any successors to or assigns of Company and Employee's heirs and the personal representatives of Employee's estate.

    13. Severability.

    If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

    14. Miscellaneous.

    (a) This Agreement may not be modified or altered except by a written instrument executed by both parties.

    (b) The parties agree that each provision in this Agreement is deemed equally essential to each party.

    (c) The failure of either of the parties to insist upon strict performance of any of the provisions of this Agreement shall not be construed as the waiver of any subsequent default of a similar nature.

    (d) Either party shall be excused from performance and shall not be liable for any delay in deliver or for non-delivery, in whole or in part, caused by the occurrence of any contingency beyond the control of the parties.

    IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

View Systems, Inc.		Employee
By:		By:
Name:		Name:	Andrew L. Jiranek
Title:
Address:	925 West Kenyon Avenue     Suite 15     Englewood, Colorado 80110

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EX-10.3

Exhibit 10.3

View Systems, Inc. Engagement Agreement with Bruce Lesniak

Consulting Agreement

[LOGO]

    This Agreement is made effective as of July  , 1999, by and between View Systems, Inc., of 925 West Kenyon Avenue, Suite 15, Englewood, Colorado 80110, and Lesniak & Associates, West 303 North 3211, Timber Hill Court, Pewaukee, Wisconsin 53072.

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

    Lesniak has a background in marketing, business development and management for security and surveillance products and is willing to provide services to View based on this background.

    View desires to have services provided by Lesniak.

Therefore, the parties agree as follows:

    1. DESCRIPTION OF SERVICES. Beginning June 1, 1999, Lesniak is hereby engaged as a consultant to the Company to provide the following services (collectively, the "Services"): Sales, Marketing, Management Consulting and Business Development Services.

    2. PERFORMANCE OF SERVICES. All costs and expenses incurred by Lesniak in the operation of Lesniak's business, including office rentals, stenographic or clerical services, telephone, advertising, mailing, travel expenses and other operating expenses, shall be paid by Lesniak, and Lesniak shall not be entitled to reimbursement therefor from the Company. The Company shall reimburse Lesniak for all of its expenses directly related to work for the Company.

    3. PAYMENT.

    (a) Monthly Cash Payments. View will pay Lesniak for its Services the monthly amount of $4,000 per month. This fee shall be payable monthly, on the first day of the month for which the services are to be provided, and shall be subject to periodic review and adjustment by the Company. Upon termination of this Agreement, payments under this paragraph shall cease; provided, however, that Lesniak shall be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which Lesniak has not yet been paid and also for other payment provided under this Agreement. View shall not deduct or withhold from these payments, and Lesniak shall be paid as a consultant and not as an employee.

    (b) Incentive Bonus. The Board of Directors of the Company will determine each year whether to pay Lesniak an annual incentive bonus based upon Company's performance and the results achieved by Lesniak in its job performance.

    (e) Options. Pursuant to the Stock Option Plan that is adopted by Company, Lesniak shall be granted non-qualified options to purchase shares of Company Common Stock, such Options to accrue and to be granted in the event that Lesniak is employed and according to a determined schedule. This schedule shall be monthly grants of options to purchase 4,000 shares of Company's common stock, or monthly grants of options to purchase an amount equal to one share for every dollar of monthly cash compensation Lesniak earns, during the first 12 months of service, with such service deemed to have begun on July 1, 1999. The options issued under the Company's Stock Option Plan during the first 12 months of service (beginning July 1, 1999) shall have a strike or exercise price of $.01 per share.

    (f) Shares Under Restricted Share Plan. Upon execution of this Agreement, Lesniak shall be entitled to receive 140,000 shares of stock in the View Systems, Inc. 1999 Restricted Share Plan, with any contractual restrictions in such shares lapsing on August 1, 1999.

    4. COMMISSION PAYMENTS FOR SALES OF PRODUCT.

    (a) For purposes of this Agreement:

    (i) "New Business" shall mean actual sales of Product for which a purchase order is submitted by Lesniak for sale to a customer, provided that (A) the Product being ordered is not the subject of a previous purchase order or contract for such customer, and (B) the ordering customer has not ordered or received any Product as a direct result of efforts of other representatives of Company.

    (ii) "Invoiced Price" shall mean the net invoiced price for the Products delivered to the customer, as reflected in the Company's invoice rendered to the customer, after deduction of all trade discounts, freight and transportation charges or transportation allowances, all sales and other taxes, C.O.D. charges, insurance and similar costs and charges.

    (b) Subject to subsection (c) hereof, Lesniak shall be entitled to receive commissions based on the Invoiced Price of deliveries by the Company during the term of this Agreement of Products constituting New Business which are sold to customers pursuant to purchase orders submitted by Lesniak and for which the Company actually receives payment. The amount of the commissions shall be subject to the agreement of the parties at the time the opportunity is identified, which agreed commission amount shall be specified in writing.

    (c) The Company shall have the right to deduct from or charge back against Lesniak's commission account the amount of any commissions credited or paid to Lesniak in respect of Products which have been returned by a customer, any allowance credited to a customer for any reason and all allowable deductions made by a customer when remitting payment, such as for adjustments, discounts and credits. The Company shall have the right to charge back against Lesniak's commission account a pro rata amount of any commissions already credited or paid to Lesniak when final settlement is made or completed with a customer on other than a full payment basis. Any such settlement shall be made at the sole discretion of the Company. The Company shall have the right to deduct from or charge back against Lesniak's commission account a pro rata amount of any commissions previously paid or credited to Lesniak on shipments for which the Company shall not have been fully paid by the customer in accordance with the payment terms applicable to the order, regardless of the reason for such non-payment. If any such sums are realized at a later date upon said accounts, the Company will pay Lesniak its percentage of commission applicable to the original sale on the net proceeds of such subsequent collection. The Company shall have the right to deduct from or charge back against Lesniak's commission account the amount of all draws against commission previously received from Lesniak.

    (d) Commissions shall be payable within 20 days after the end of each month in which the Company receives payment of any invoice in respect of which Lesniak is entitled to a commission pursuant to this section. Lesniak shall not be entitled to any advance payments.

    (e) The Company will furnish, at Lesniak's request, but not more frequently than once a month,, a statement showing the Invoiced Price of shipments to Lesniaks customers, resellers, and OEMs during the preceding calendar month, the computation of credits and deductions to Lesniak's account and the net balance due.

    5. COMMISSION FOR MERGER/SALE. Where the sale of the Company's assets, or a merger of the Company, is procured by Lesniak, subject to approval of the Company's board of directors, Lesniak shall be entitled to receive a commission for the sale of substantially all of the Company's assets or merger of View into a third party equal to an amount agreed to by the parties at the time the opportunity is identified. This agreed commission shall be put in writing.

    6. SUPPORT SERVICES. View will not provide support services, including office space and secretarial services, for the benefit of Lesniak.

    7. TERM/TERMINATION.

    (A) The Initial Term of this Agreement shall commence on the effective date noted above and it shall continue in effect unless terminated by either party upon sixty (60) days written notice.

    (B) This Agreement and Lesniak's employment may be terminated by Company at its discretion at any time, provided that if the termination is without cause, for a period of one year following such termination, Lesniak shall be paid his monthly cash payments (and stock options) and a bonus for year equivalent in value to the bonus received in the year prior to his termination.

    (C) This Agreement may be terminated by Lesniak at Lesniak's discretion by providing at least sixty (60) days prior written notice to the Company. In the event of termination by Lesniak pursuant to this subsection, Company may immediately relieve Lesniak of all duties and immediately terminate this Agreement, provided that View shall pay Lesniak the compensation Lesniak has earned hereunder to the termination date included in Lesniak's original termination notice.

    (D) In the event Company is acquired, or is the non-surviving party in a merger, or sells all or substantially all of its assets, this Agreement shall not be deemed terminated as a result thereof..

    8. RELATIONSHIP OF PARTIES. It is understood by the parties that Lesniak 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 Lesniak. View will not withhold any employee taxes from payments to Lesniak.

    9. DISCLOSURE. Lesniak 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 of View
—a stratgic business partner, including reseller, OEM, sales rep or licensor/ee of View

    10. EMPLOYEES. LESNIAK's employees, if any, who perform services for View under this Agreement shall also be bound by the provisions of this Agreement.

    11. ASSIGNMENT. LESNIAK'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.

    12. CONFIDENTIALITY.

    (a) Lesniak and the Company recognize that due to the nature of Lesniak's engagement with the Company and his relationship to the Company's business, Lesniak will have access to and will acquire, and may assist in developing, confidential and proprietary information relating to the business and operations of the Company and its affiliates, including, without limiting the generality of the foregoing, information with respect to pricing, present and prospective products and customers, and sales and marketing information and data. Lesniak acknowledges that such information has been and will continue to be of critical importance to the business of the Company and its affiliates and that disclosure of it to or its use by others could cause substantial loss to the Company.

    (b) Lesniak agrees that during or after the term of this Agreement, it will not, in any manner, either directly or indirectly, use, disclose to others, or permit the use by or disclosure to any person, firm or entity, or use in any manner except as specifically authorized under this Agreement, any trade secrets or other confidential or proprietary information learned by it or any of its employees, agents and affiliates during the course of the activities contemplated hereunder concerning any matters affecting or relating to the business of the Company, including without limitation the generality of the foregoing, information, whether written or otherwise, regarding customers, prospective customers, customer lists, costs, prices, earnings, products, new or proposed products, formulae, compositions, machines, apparatus, systems, manufacturing procedures, technical data, reports, forecasts, bidding information, prospective and executed contracts and other business arrangements, and sources of supply. All such confidential material and data shall remain the property of the Company; Lesniak shall return all such materials and data, and all copies thereof and excerpts therefrom, to the Company promptly on demand, and in any event upon termination of this Agreement, and will retain no copies thereof or excerpts therefrom.

    (c) The provisions of this paragraph shall survive termination of this Agreement and shall continue until such trade secrets and confidential information become public knowledge through no fault of such party or any of its employees, agents or dealers.

    13. NON-SOLICITATION. Lesniak agrees that during the term of this Agreement and for a period of one year from and after the date of termination of this Agreement, he will not, directly or indirectly, for his own account and benefit or for or on behalf of any other person or entity (except for the Company), or as owner, partner, director, officer, employee, agent, consultant or otherwise: encourage any customer or any vendor or supplier of the Company to cease doing business with the Company in whole or in part.

    14. REMEDIES. The parties hereto acknowledge that the provisions of this Agreement are of particular importance for the protection and promotion of their existing and future interest; that the relationships of the parties to each other will be such that, in the event of any breach of this Agreement, a claim for monetary damages may not constitute an adequate remedy; and that it may therefore be necessary for the protection of the parties and to carry out the terms of this Agreement to apply for the specific performance of the provisions hereof or to enjoin the violation of this Agreement. It is accordingly hereby agreed by all parties that no objection to the form of the action or the relief prayed for in any proceeding for specific performance of or injunction under this Agreement shall be raised by any party, in order that such relief may be expeditiously obtained by an aggrieved party.

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

    17. 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 LESNIAK:

Lesniak & Associates
C/o Bruce Lesniak
West 303 North 3211
Timber Hill Court
Pewaukee, Wisconsin 53072

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.

    18. 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.

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

    20. 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.

    21. 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.

In Witness Whereof, the parties, intending to be bound, execute this document under seal.

Party receiving services:
View Systems, Inc.

By:		(SEAL)
	Gunther Than President
Party providing services:
Lesniak & Associates
By:		(SEAL)
	Bruce Lesniak

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EX-10.4

Exhibit 10.4

View Systems, Inc. Employment Agreement with David Bruggeman

EMPLOYMENT AGREEMENT

[LOGO]

    This Agreement (hereinafter "Agreement") is entered into between View Systems, Inc., whose principal place of business is 9693 Gerwig Lane, Suite O, Columbia, Maryland 21046, fax (410) 290-5917 ("Employer") David C. Bruggeman, 6529 Quiet Hours #103, Columbia, Md. 21045 ("Employee").

    In consideration of the employment or continued employment of Employee by Employer, Employer and Employee agree as follows:

    1. Employment, Complete Agreement, and Modification

    Commencing March 15, 1999, Employer agrees to employ or continue to employ Employee and Employee agrees to be employed by Employer on the terms and conditions set forth herein. This Agreement supersedes all previous correspondence, promises, representations, and agreements, if any, either written or oral. No provision of this Agreement may be modified except by a writing signed both by Employer and Employee.

    2. Duties

    Employee shall perform any and all duties now and hereafter assigned to Employee by Employer, or performed by Employee whether or not assigned to Employee. Employee agrees to abide by Employer's rules, regulations, and practices, including those concerning work schedules, vacation and sick leave, as they may from time to time be adopted or modified.

    3. Termination of Employment

    This employee is employed at will. Employer may terminate Employee at any time with or without cause. Employee may terminate Employee's employment at any time with or without cause. Employer shall provide Employee either thirty (30) days prior written notice of termination or severance pay in an amount equal to Employee's salary on date of termination for thirty (30) days. Employee shall provide Employer thirty (30) days prior written notice of his or her termination.

    4. Health Insurance

    Employee shall receive continuous health insurance coverage from either Employer, or its subsidiaries or affiliates, with at least the same or better quality of coverage as was in effect on March 1, 1999, when Employee was employed by Employer's wholly owned subsidiary, Xyros Systems, Inc. Employer can provide this health insurance coverage through either a plan maintained by its subsidiaries or affiliates, or a plan maintained by Employer.

    5. Duty to Devote Full time and to Avoid Conflict of Interest

    Employee agrees that during the period of employment, Employee shall devote full-time efforts to his or her duties as an employee of Employer. During the period of employment, Employee further agrees not to (i) solely or jointly with others undertake or join any planning for or organization of any business activity competitive with the business activities of Employer; and (ii) directly or indirectly, engage or participate in any other activities in conflict with the best interest of Employer.

    6. Information Disclosed Remains Property of Employer

    All ideas, concepts, information, and written material disclosed to Employee by Employer, or it's wholly owned subsidiary Xyros Systems, Inc. or acquired from a customer or prospective customer of Employer (or Xyros Systems, Inc.), are and shall remain the sole and exclusive property and proprietary information of Employer (including Xyros Systems, Inc.) or such customers, and are disclosed in confidence by Employer or permitted to be acquired from such customers in reliance on Employee's agreement to maintain them in confidence and not to use or disclose them to any other person except in furtherance of Employer's(including Xyros Systems, Inc.) business.

    7. Inventions and Creations Belong to Employer

    Any and all inventions, discoveries, improvements, or creations (collectively "Creations") which Employee has conceived or made or may conceive or make during the period of employment, or the period of employment by any subsidiary/corporate affiliates of Employer, in any way, directly or indirectly, connected with Employer's business (including the business of its subsidiaries/corporate affiliates) shall be the sole and exclusive property of Employer. Employee agrees that all copyrightable works created by Employee or under Employer's direction in connection with Employer's business are "works made for hire" and shall be the sole and complete property of Employer and that any and all copyrights to such works shall belong to Employer. To the extent such works are not deemed to be "works made for hire," Employee hereby assigns all proprietary rights, including copyright, in these works to Employer without further compensation.

    As related to View products, Employee further agrees to (i) disclose promptly to Employer all such Creations which Employee has made or may make solely, jointly or commonly with others; (ii) assign all such Creations to Employer; and (iii) execute and sign any and all applications, assignments, or other instruments which Employer may deem necessary in order to enable it, at its expense, to apply for, prosecute, and obtain copyrights, patents or other proprietary rights in the United States and foreign countries or in order to transfer to Employer all right, title, and interest in said Creations.

It is understood that View Technologies, Inc., Xyros Systems, Inc. and RealView Systems, Inc. are corporate subsidiaries or affiliates of View Systems, Inc. The term Employer as it is used in paragraphs 6-12 herein shall be deemed to include these corporate subsidiaries or affiliates.

    8. Confidentiality

    a. Definition. During the term of employment with Employer, Employee will have access to and become acquainted with various trade secrets and other proprietary and confidential information which are owned by Employer (or Xyros Systems, Inc.)and which are used in the operation of Employer's (or Xyros System's) business. "Trade secrets and other proprietary and confidential information" consist of, for example, and not intending to be inclusive, (i) software (source and object code), algorithms, computer processing systems, techniques, methodologies, formulae, processes, compilations of information, drawings, proposals, job notes, reports, records, and specifications; and (ii) information concerning any matters relating to the business of Employer (or Xyros Systems, Inc.) any of its customers, customer contact, licenses, the prices it obtains or has obtained for the licensing of its software products and services or hardware, or any other information concerning the business of the Employer (including Xyros Systems Inc.) and Employer's good will.

    b. No Disclosure. Employee shall not disclose or use in any manner, directly or indirectly, any such trade secrets and other proprietary and confidential information either during the term of this Agreement or for a period of 3 years after termination, except as required in the course of employment with Employer or by Order of a Court of competent jurisdiction over Employee. Employee shall use his best efforts in complying with this obligation.

    9. Return of Material

    Employee agrees that, upon request of Employer or upon termination of employment, Employee shall turn over to Employer all documents, disks or other computer media, or other material in his or her possession or under his or her control that (i) may contain or be derived from ideas, concepts, Creations, or trade secrets and other proprietary and confidential information as set forth, or (ii) are connected with or derived from Employee's services to Employer, or Xyros Systems Inc.

    10. Inducing Employees to Leave Employer; Employment of Employees

    Any attempt on the part of Employee to induce others to leave Employer's employ, or the employee of Employer's subsidiaries or corporate affiliates, or any effort by Employee to interfere with Employer's relationship with its other employees would be harmful and damaging to Employer. Employee agrees that during the term of employment and for a period of twelve (12) months thereafter, Employee will not in any way, directly or indirectly (i) induce or attempt to induce any employee of Employer (or its subsidiaries, corporate affiliates) to quit employment with Employer (or its subsidiaries, corporate affiliates); (ii) otherwise interfere with or disrupt Employer's (or Employer's subsidiaries, corporate affiliates) relationship with its employees'; (iii) solicit, entice, or hire away any Employee of Employer (or Employer's subsidiaries, affiliates.

    11. Nonsolicitation of Business

    For a period of twelve (12) months from the date of termination of employment, Employee will not divert or attempt to divert from Employer (or its subsidiaries, corporate affiliates) any business Employer (or its subsidiaries, corporate affiliates) had enjoyed or solicited from its customers during the twelve (12) months prior to termination of his or her employment.

    12. Remedies—Injunction

    In the event of a breach or threatened breach by Employee of any of the provisions of this Agreement, Employee agrees that Employer—in addition to and not in limitation of any other rights, remedies, or damages available to Employer at law or in equity shall be entitled to a permanent injunction in order to prevent or restrain any such breach by Employee or by Employee's partners, agents, representatives, servants, employees, and/or any and all persons directly or indirectly acting for or with Employee.

    13. Severability

    In the event that any of the provisions of this Agreement shall be held to be invalid or unenforceable in whole or in part, those provisions to the extent enforceable and all other provisions shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included in this Agreement. In the event that any provisions relating to the time period or scope of a restriction shall be declared by a court of competent jurisdiction to exceed the maximum time period or scope such court deems reasonable and enforceable, then the time period or scope of the restriction deemed reasonable and enforceable by the court shall become and shall thereafter be the maximum time period or the applicable scope of the restriction.

    14. Governing Law

    This Agreement shall be construed and enforced according to the laws of the State of Maryland.

    15. Agreement Read, Understood, and Fair

    Employee has carefully read and considered all provisions of this Agreement and agrees that all of the restrictions set forth are fair and reasonable and are reasonably required for the protection of the interest of Employer.

View Systems, Inc. EMPLOYER:	David C. Bruggeman EMPLOYEE:
Signature	Signature
Gunther Than	David C. Bruggeman
Chief Executive Officer
Date	Date

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EX-10.5

Exhibit 10.5

Eastern Tech Mfg. Corp. Employment Agreement with John Curran

EMPLOYMENT AGREEMENT

[LOGO]

    This Employment and Confidentiality Agreement (hereinafter "Agreement") is entered into as of July 1, 1999, between Eastern Tech Manufacturing Corp., whose principal place of business is 9693 Gerwig Lane, Suite O, Columbia, Maryland 21046, fax (410) 290-5917 ("Employer") and John Curran, 6927 Decatur Street, Hyattsville, Maryland 20784 ("Employee").

    In consideration of the employment or continued employment of Employee by Employer, Employer and Employee agree as follows:

    1. Employment, Complete Agreement, and Modification

    Commencing July 1, 1999, Employer agrees to employ or continue to employ Employee and Employee agrees to be employed by Employer on the terms and conditions set forth herein. This Agreement supersedes all previous correspondence, promises, representations, and agreements, if any, either written or oral. No provision of this Agreement may be modified except by a writing signed both by Employer and Employee.

    2. Duties

    Employee shall perform any and all duties now and hereafter assigned to Employee by Employer, or performed by Employee whether or not assigned to Employee. Employee agrees to abide by Employer's rules, regulations, and practices, including those concerning work schedules, vacation and sick leave, as they may from time to time be adopted or modified.

    3. Compensation

    (b) Monthly Cash Payments. View will pay Employee the monthly amount of $5,000 per month. This fee shall be payable at such times and in accordance with the normal payroll of Employer, and shall be subject to periodic review and adjustment by Employer. Upon termination of this Agreement, payments under this paragraph shall cease; provided, however, that Employee shall be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which Employee has not yet been paid and also for other payment provided under this Agreement. View shall deduct or withhold from these payments all taxes for which it is obligated to deduct.

    (b) Stock Granted Under Restricted Share Plan. As an incentive to Employee to come work for Employer, Employee shall be granted shares of the common stock of the Employer's parent company, View Systems, Inc., which shall be subject to forfeiture at a determined rate in the event Employee leaves the employ of Employer during the first year of service. The restrictions and forfeiture options with respect to this stock shall lapse at the rate of 1,000 shares per month, so that Employee shall accumulate 1000 shares a month which will not be subject to forefeiture.

    (c) Options. The Employer's parent corporation will be adopting a Stock Option Plan pursuant to which certain qualified employees will be eligible to receive both qualified incentive stock options and/or non-qualified incentive stock options, and Employee will be eligible to participate in this plan, as determined in the sole discretion of the board of directors and executive compensation committee of View Systems, Inc.

    4. Termination of Employment

    This is an at will employment. Employer may terminate Employee at any time with or without cause. Employee may terminate Employee's employment at any time with or without cause. Employer shall provide Employee either thirty (30) days prior written notice of termination or severance pay in an amount equal to Employee's salary on date of termination for thirty (30) days. Employee shall provide Employer thirty (30) days prior written notice of his or her termination.

    5. Health Insurance

    Employee shall receive continuous health insurance coverage from either Employer, or its affiliates, in accordance with the policies then currently being provided by Employer.

    6. Paid Vacation

    Employee shall receive paid vacation at a rate of 15 working days per year. Employee shall provide Employer with reasonable advance notice of all paid vacation days Employee plans to take and agrees to take all reasonable action requested by Employer to resolve conflicts caused by Employee's scheduled vacation, including rescheduling vacation days to reasonably accommodate a business need of Employer.

    7. Duty to Devote Full time and to Avoid Conflict of Interest

    Employee agrees that during the period of employment, Employee shall devote full-time efforts to his or her duties as an employee of Employer. During the period of employment, Employee further agrees not to (i) solely or jointly with others undertake or join any planning for or organization of any business activity competitive with the business activities of Employer; and (ii) directly or indirectly, engage or participate in any other activities in conflict with the best interest of Employer.

    8. Information Disclosed Remains Property of Employer

    All ideas, concepts, information, and written material disclosed to Employee by Employer, or its corporate affiliates, or acquired from a customer or prospective customer of Employer or its corporate affiliates are and shall remain the sole and exclusive property and proprietary information of Employer or such customers, and are disclosed in confidence by Employer or permitted to be acquired from such customers in reliance on Employee's agreement to maintain them in confidence and not to use or disclose them to any other person except in furtherance of Employer's business.

    9. Inventions and Creations Belong to Employer

    Any and all inventions, discoveries, improvements, or creations (collectively "Creations") which Employee has conceived or made or may conceive or make during the period of employment, or the period of employment by any subsidiary/corporate affiliates of Employer, in any way, directly or indirectly, connected with Employer's business (including the business of its subsidiaries/corporate affiliates) shall be the sole and exclusive property of Employer. Employee agrees that all copyrightable works created by Employee or under Employer's direction in connection with Employer's business are "works made for hire" and shall be the sole and complete property of Employer and that any and all copyrights to such works shall belong to Employer. To the extent such works are not deemed to be "works made for hire," Employee hereby assigns all proprietary rights, including copyright, in these works to Employer without further compensation.

    Employee further agrees to (i) disclose promptly to Employer all such Creations which Employee has made or may make solely, jointly or commonly with others; (ii) assign all such Creations to Employer; and (iii) execute and sign any and all applications, assignments, or other instruments which Employer may deem necessary in order to enable it, at its expense, to apply for, prosecute, and obtain copyrights, patents or other proprietary rights in the United States and foreign countries or in order to transfer to Employer all right, title, and interest in said Creations.

    10. Confidentiality

    c. Definition. During the term of employment with Employer, Employee will have access to and become acquainted with various trade secrets and other proprietary and confidential information which are owned by Employer and which are used in the operation of Employer's business. "Trade secrets and other proprietary and confidential information" consist of, for example, and not intending to be inclusive, (i) software (source and object code), algorithms, computer processing systems, techniques, methodologies, formulae, processes, compilations of information, drawings, proposals, job notes, reports, records, and specifications; and (ii) information concerning any matters relating to the business of Employer any of its customers, customer contact, licenses, the prices it obtains or has obtained for the licensing of its software products and services or hardware, or any other information concerning the business of the Employer and Employer's good will.

    d. No Disclosure. Employee shall not disclose or use in any manner, directly or indirectly, any such trade secrets and other proprietary and confidential information either during the term of this Agreement or at any time thereafter, except as required in the course of employment with Employer. Employee shall use his best efforts in complying with this obligation.

    11. Return of Material

    Employee agrees that, upon request of Employer or upon termination of employment, Employee shall turn over to Employer all documents, disks or other computer media, or other material in his or her possession or under his or her control that (i) may contain or be derived from ideas, concepts, Creations, or trade secrets and other proprietary and confidential information as set forth, or (ii) are connected with or derived from Employee's services to Employer.

    12. Covenant Not to Compete

    a. Restriction. Employee agrees that he or she will not, during the course of employment or for a period of twelve (12) months commencing upon the expiration of employment, voluntarily or involuntarily, directly or indirectly, anywhere in the United States, assist others to develop, digital video security and surveillance systems substantially similar to the systems and products that are produced (or are in the process of development) by Eastern Tech Manufacturing Corp. or its subsidiaries or affiliates, at the time Employee terminates employment with Employer. This restriction shall apply, without limitation, to any and all systems Employer or the corporate subsidiaries that it controls have developed or are in the process of developing.

    b. Employee's Acknowledgements and Agreements. Employee acknowledges and agrees that Employer is primarily engaged in the business of digital imaging systems for video security and surveillance. Employee further acknowledges and agrees to the reasonableness of this covenant not to compete and the reasonableness of the geographic area and duration of time, which is a part of said covenant. Employee also acknowledges and agrees that this covenant will not preclude Employee from becoming gainfully employed following termination of employment with Employer.

    13. Inducing Employees to Leave Employer; Employment of Employees

    Any attempt on the part of Employee to induce others to leave Employer's employ, or the employee of Employer's subsidiaries or corporate affiliates, or any effort by Employee to interfere with Employer's relationship with its other employees would be harmful and damaging to Employer. Employee agrees that during the term of employment and for a period of eighteen (18) months thereafter, Employee will not in any way, directly or indirectly (i) induce or attempt to induce any employee of Employer (or its subsidiaries, corporate affiliates) to quit employment with Employer (or its subsidiaries, corporate affiliates); (ii) otherwise interfere with or disrupt Employer's (or Employer's subsidiaries, corporate affiliates) relationship with its employees'; (iii) solicit, entice, or hire away any Employee of Employer (or Employer's subsidiaries, affiliates); or (iv) hire or engage any employee of Employer (and its subsidiaries, affiliates) or any former employee of Employer (and its subsidiaries, affiliates) whose employment with Employer ceased less than one (1) year before the date of such hiring or engagement.

    14. Nonsolicitation of Business

    For a period of eighteen (18) months from the date of termination of employment, Employee will not divert or attempt to divert from Employer (or its subsidiaries, corporate affiliates) any business Employer (or its subsidiaries, corporate affiliates) had enjoyed or solicited from its customers during the eighteen (18) months prior to termination of his or her employment.

    15. Remedies—Injunction

    In the event of a breach or threatened breach by Employee of any of the provisions of this Agreement, Employee agrees that Employer—in addition to and not in limitation of any other rights, remedies, or damages available to Employer at law or in equity shall be entitled to a permanent injunction in order to prevent or restrain any such breach by Employee or by Employee's partners, agents, representatives, servants, employees, and/or any and all persons directly or indirectly acting for or with Employee.

    16. Severability

    In the event that any of the provisions of this Agreement shall be held to be invalid or unenforceable in whole or in part, those provisions to the extent enforceable and all other provisions shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included in this Agreement. In the event that any provisions relating to the time period or scope of a restriction shall be declared by a court of competent jurisdiction to exceed the maximum time period or scope such court deems reasonable and enforceable, then the time period or scope of the restriction deemed reasonable and enforceable by the court shall become and shall thereafter be the maximum time period or the applicable scope of the restriction.

    17. Governing Law

    This Agreement shall be construed and enforced according to the laws of the State of Maryland.

    18. Agreement Read, Understood, and Fair

    Employee has carefully read and considered all provisions of this Agreement and agrees that all of the restrictions set forth are fair and reasonable and are reasonably required for the protection of the interest of Employer.

Eastern Tech Manufacturing Corp. EMPLOYER:	John Curran EMPLOYEE:
Signature	Signature
Andrew L. Jiranek	John Curran
Secretary
Date	Date

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EX-10.6

Exhibit 10.6

Lease Agreement B/T View Systems, Inc. and Lawrence Seiler

GUARANTY OF LEASE

    THIS AGREEMENT OF GUARANTY, made as of this 1st day of June, 1999 by Hunther Than jointly and severally hereinafter referred to as "Guarantor."

    WHEREAS, Lawrence Seiler, (sometimes hereinafter referred to as "Landlord," concurrently with the delivery of this instrument of guaranty, has demised and leased to View Systems, Inc., a corporation, (sometimes hereinafter referred to as "Tenant"), premises for the operation of its business as permitted in said lease, located in Broken Land Business Center, executed by Tenant, which said Lease is incorporated herein by reference thereto; and

    WHEREAS, the undersigned Guarantor has control of the stock of the Tenant and will derive benefits from the Lease, and hereby acknowledges that said Landlord would not enter into said lease unless this instrument of guaranty accompanied said Lease;

    NOW, THEREFORE, in consideration of the letting of the premises aforementioned by Landlord to said Tenant and of the payment of One Dollar ($1.00) to the undersigned Guarantor by said Landlord prior to the execution of this instrument, the receipt and sufficiency of which consideration is hereby acknowledged by Guarantor, the Guarantor does hereby covenant and agree to and with said Landlord, its successors and assigns, that if default shall, at any time be made by Tenant, its successors and assigns or subleases, in the payment of rent, or any other charges, or in the performance of any of the terms, covenants, or conditions contained in the within Lease on the Tenant's part to be paid or performed, then, and in every such event, Guarantor will pay to Landlord the said rent or other charges or any areas thereof, or any other sum or sums provided to be paid by Tenant under any of the terms of said Lease that may remain due unto the said Landlord, its successors or assigns or that may become due, and any and all damages that may arise in consequence of the nonperformance of the said terms, conditions or covenants or any of them, without requiring notice of any such default from said Landlord, its successors and assigns and without requiring any proceedings to be taken against the Tenant, its successors or assigns, for the collection of such amount or amounts and without observance, proof, notice, or demand, whereby to charge the undersigned therefore, all of which the undersigned hereby expressly waives and expressly agrees that validity of this Agreement and the obligations of the Guarantor hereunder shall in assertion of Landlord against Tenant of any of the rights and remedies reserved to Landlord pursuant to the provision of the Lease Agreement, and expressly agrees that the validity of this Agreement and the obligation of the Guarantor hereunder shall in no way be determined, affected or impaired by reason of any action which Landlord may take or may fail to take against the Tenant, or by reason of any waiver of or failure to enforce any of the rights or remedies reserved to the Landlord in said Lease, or by reason of any extension, renewal, modification or waiver, or otherwise. The undersigned covenants and agrees that this Guaranty shall remain and continue in full force and effect as to any renewal, modification or extension of said Lease. Notices by Landlord to Tenant shall for all purposes be deemed notice to Guarantor. Guarantor shall be bound as fully and to the same extent as had Guarantor executed the Lease referred to above as the Tenant, jointly and severally with the Tenant.

    IN WITNESS WHEREOF, the undersigned have executed this Guaranty and affixed their hands and seals this 25th day of May, 1999.

    WITNESS:

/s/ Andrew L. Jiramek	/s/ Gunther Than
		(Seal)
Andrew L. Jiramek	Gunther Than
/s/ Andrew L. Jiramek	/s/ Lawrence Seiler
		(Seal)
Andrew L. Jiramek	Lawrence Seiler

    STATE OF MARYLAND:            County of: Howard: TO WHIT:

    I HEREBY CERTIFY that on this 25th day of May, 1999 before me, the subscriber, a Notary Public of the State of Maryland, personally appeared            , and they acknowledged the foregoing Guaranty of Lease to be their act and deed.

    AS WITNESS my hand and Notarial Seal.

/s/ Brenda Matel Notary Public
My commission expires: 5-11-02

STANDARD INDUSTRIAL LEASE

INFORMATION SCHEDULE

    This Information Schedule is a part of the lease between the parties named below. The information in this Schedule is further explained and detailed in the rest of the Lease, most particularly in the referenced Lease Paragraphs.

INFORMATION		PARAGRAPH
DATE OF LEASE:	June 1, 1997	#1
PARTIES:	LANDLORD: LAWRENCE SEILER	#1, #19
	TENANT: VIEW SYSTEMS, INC.	#1, #19
PREMISES:	That portion of Broken Land Industrial Center, Exhibit A, leased by Tenant from Landlord and shown cross-hatched on Exhibit A, containing the agreed upon equivalent of 8,000 square feet, more or less, of rentable area. The premises are further identified and known as 9693 Gerwig Lane, Suite N, O, P, and Q, Columbia, MD 21046.
LANDLORD'S WORK:	(None.)
OCCUPANCY:	The "Date of Occupancy" shall be the date Tenant begins business in the Premises, but no later than June 1, 1999.	#3.2
TERM:	The "Lease Term" begins on the Date of Occupancy and ends at midnight on the last day of the 36 full calendar month thereafter.
RENTS:	Fixed Minimum Rent: Eight thousand dollars ($8,000.00) commencing on the occupancy date. In the event the said rent commencement date occurs on a day other than the first day of a calendar month, Tenant shall pay to the Landlord on such day a proportionate share of the fixed minimum rent for the balance of that month, computed on a per diem basis by dividing the monthly fixed minimum rent by thirty (30).
	The fixed minimum rent shall be increased at the Landlord's sole option to a level not to exceed $9,000.00 per month for the duration of the first option period of three years.
	The fixed minimum rent shall be increased at the Landlord's sole option to a level not to exceed $10,000.00 per month for the duration of the second option of three years.
	Tenant shall pay all Real Property Taxes during the original term of this Lease and during any option period as exercised by the Tenant.
DEPOSIT:	The initial deposit is $16,000.00, of which amount $8,000.00 shall constitute payment by Tenant of the fixed minimum rent due hereunder for the first full month of the term and the balance thereof in the amount of $8,000.00 shall be applied as provided in Section 5.3.
RENEWAL:	Two successive option periods of three years. Fixed Minimum Rent: During any renewal option Period shall be as shown under paragraph titled "RENTS" above.	#4.2
PERMITTED USES:	Specific: Corporate offices,
	General: Carrying out any related business activity permitted by Tenant's Corporate Charter

STANDARD INDUSTRIAL LEASE

    1. PARTIES. This lease is made as of the date shown in the Information Schedule, between the parties as provided in said schedule.

    2. PREMISES; PROPERTY.

    2.1 PREMISES. In consideration of the agreements in this Lease and other consideration paid, Landlord leases to the Tenant and the Tenant leases from Landlord:

(a)

the "Premises" described in the Information Schedule and shown on Exhibit "A". The Premises is located in the "Building" located in the Broken Land Business Center described in Exhibit "A" and the Information Schedule.



(b)

the non exclusive right to use the parking and loading area, if any, described in the Information Schedule and as shown as the "Adjacent Site Improvements" on Exhibit "A".



(c)

the right to use together with Landlord and other tenants of the Industrial Park, the driveways, parking (to the extent not leased to other tenants for their non exclusive use), and grounds.

    The "Premises" leased are the Building Space and Adjacent Site Improvements.

3.  POSSESSION; PERMITS.

    3.1 POSSESSION. Tenant may cancel this lease if possession is not provided within ninety (90) days from the Lease date. Tenant agrees not to seek damages if occupancy is delayed due to any of the events in Article 15 or any other cause beyond the reasonable control of the Landlord.

    3.2 PERMITS. Upon execution of Lease by both parties, Tenant shall, at Tenant's own expense, promptly obtain from the appropriate governmental authorities any and all permits, licenses and the like required to permit Tenant to begin business in the Leased premises for the purposes herein stated. The parties believe and understand the Tenant's intended use(s) will qualify for all necessary permits, licenses, and the like. In the event such is not the case, Tenant shall have the option, upon prompt written notice to Landlord, to cancel this Lease.

4.  TERM.

    4.1 COMMENCEMENT AND TERMINATION. The Lease Term is as provided in the Information Schedule. If the Tenant is on the premises before the Date of Occupancy, the terms of the Lease (except rentals) will govern. This lease is not terminable by Tenant, except as expressly stated.

    4.2 RENEWAL OPTIONS. Tenant will have the option of extending this lease for option periods, as provided in the Information Schedule, each on the same terms and conditions, except that the fixed minimum rent during the renewal option terms shall be as detailed on the attached Information Schedule. If Tenant exercises any option to renew this Lease, Tenant shall give notice to Landlord of its election to exercise each option at least 180 days before the end of the original term of the previous option period. Tenant's right to exercise any option period is conditioned on Tenant's not being in default under this Lease at the time of each notice of intent to exercise the option and at the beginning of each option term. A termination of the Lease prior to the stated expiration date will terminate any right of renewal.

5.  RENTS, SECURITY DEPOSITS.

    5.1 FIXED MINIMUM RENT. Tenant agrees to pay Landlord Fixed Minimum Rent (the Rent) for the Premises in the amounts listed in the attached Information Schedule. The Rent will be paid in monthly installments, in advance, without offset, deduction or prior demand, on the first day of each month of the original and any renewal Lease Term.

    5.2 RENT OBLIGATIONS INDEPENDENT; ABATEMENT; PRORATION; WHERE PAYABLE; LATE CHARGES. The rent obligations are independent of any other obligations of Tenant or Landlord and Tenant is not entitled to any abatement or reduction which would alter this agreement of the parties. Rent due for any period which is less than one month will be prorated as shown in Information Schedule. Rent is payable to Landlord at the address at Paragraph 19 or to persons or at places the Landlord may state in writing. A five percent (5%) handling fee is due on any rent not paid within fifteen (15) days of the due date, unless Landlord elects to pursue actions under Paragraph 13.

    5.3 SECURITY DEPOSIT. Upon execution of this Lease, Tenant shall deposit with Landlord a cash Security Deposit in the amount provided in the Information Schedule. Landlord may apply alll or part of the Security Deposit to any unpaid rent or other charges due from Tenant under the terms of this lease or to cure any default of Tenant. If Landlord uses any part of the Security Deposit, Tenant shall restore the Security Deposit to its full amount within ten (10) days after Landlord's written request. Tenant's failure to comply with this provision shall be a material default. No interest is payable on the Security Deposit, Landlord is not required to keep the Security Deposit in a separate account and no trust relationship is created as to the Security Deposit.

6.  USE, COMPLIANCE WITH LAW, CONDITION OF PREMISES.

    6.1 USE. Tenant covenants and agrees to use the Premises for no purpose other than those listed in the Information Schedule.

    6.2 COMPLIANCE WITH LAW. Tenant, at its expense, will comply promptly with all statutes, ordinances, rules and regulations, orders and requirements (including the recommendations fo fire rating organizations, Tenant's and Landlord's underwriters and insurance companies), in effect during the Lease Term regulating the use of the Premises by Tenant. Tenant will not carry on, nor permit any dangerous or offensive activity so as to create damage to the property, waste, a nuisance, or disturbance to other tenants.

    6.3 CONDITION OF PREMISES. Tenant accepts the Premises in the condition existing as of the date of this Lease, subject only to satisfactory operation of the existing heating unit in the warehouse area of the Premises and the satisfactory operation of the heating and air conditioning unit in the office/ showroom area of the Premises. Tenant may ask for inspection of the aforesaid units by a third party (satisfactory to both Tenant and Landlord) to establish condition. Any material defects, established by said inspection, must be repaired prior to Tenant taking possession. Tenant will pay the first $100.00 of any charges incurred for such work, the Landlord will pay for the remaining charges, if any.

7.  MAINTENANCE, REPAIRS, AND ALTERATIONS.

    7.1 TENANT'S OBLIGATIONS. During the Lease Term, Tenant shall maintain, replace and keep the Premises in good and clean order, condition and repair including fixtures and equipment (including, but not limited to, all windows and doors and their fixtures, electrical system, plumbing, heating and cooling equipment and interior partitions.) Tenant will maintain maintenance contract covering the air conditioning system. Tenant will maintain maintenance contract covering the air conditioning system. Tenant waives the benefits of any statute which would give Tenant the right to make repairs at Landlord's expense or to terminate this Lease because of Landlord's failure to keep the premises in good order, condition and repair. Tenant agrees only non-hazardous trash in suitable containers will be stored outside the Building Space.

    7.2 LANDLORD'S OBLIGATIONS. Landlord will maintain the roof, the structural integrity of the exterior walls, structural supports and foundations of the Building and the paved areas of the Borken Land Business Center unless covered by the provisions of Paragraph 9.3. Landlord will maintain the common areas of the Park and the exterior surface of the Building's walls and any common use lighting as a Property Cost. Landlord may enter the premises on reasonable notice to carry out its obligations. Landlord is not liable for any reasonable interruption of Tenant's use of the Premises.

    It is expressly agreed between the parties that the Landlord will not be liable to the Tenant for any damage or injury which may be sustained by the Tenant of those claiming through Tenant as a result of leaks in the roof, foundation or outside walls. The Landlord will be liable to the Tenant only in the event of the Landlord's willful refusal to repair the roof, foundation and outside walls or Landlord's gross negligence in making such repairs.

7.3 N/A

    7.4 SURRENDER OF PREMISES. At the end of the term, or any other termination, Tenant will return the Premises in good, clean condition and operating order, after completing all maintenance and replacement which is Tenant's responsibility. Damage by ordinary wear and tear is excepted to the extent that it is not part of Tenant's obligation to maintain and replace. Also excepted is casualty from causes against which Landlord carries insurance. Extraordinary wear and tear due to Tenant's use of the Premises is the responsibility of Tenant. Damage to the Premises caused by paragraph 7.5 9c) removals will be repaired by Tenant.

7.5 ALTERATIONS AND ADDITIONS.

(a)

CONSENT. Except as noted, Tenant will not make any alterations or improvements to the Premises, or changes to the exterior of the Premises, or the exterior of the Building without Landlord's prior written consent. Landlord may condition its consent with any of the following:



(i)

Tenant's agreement to remove any alterations or improvements upon termination, and to restore the premises to the prior condition.



(ii)

A lien and completion bond equal to one and one-half times the estimated cost of improvements.



(iii)

Insurance necessary to protect both parties while work is in progress.

    Prior to commencing any work, Tenant will give Landlord plans and specifications drawn by a licensed professional, certified as meeting legal and professional standards. Tenant will complete all work in a workmanlike manner, and the work will be done so as to cause a minimum of interference at Broken Land Business Center.

    It is herewith noted that Landlord grants permission to Tenant to carry out the following alterations and/or additions (subject to the terms of this clause):

    7.5 (b) LIENS. Claims for labor or materials will be paid by Tenant when due or secured by bond.

    At least ten (10) days prior to beginning work on the premises notice will be sent to Landlord so that Landlord may post notices of non-responsibility.

    7.6 (c) SURRENDER OF REMOVAL OF ALTERATIONS. Unless removal is required by paragraph 7.5 (a), all alterations or improvements will become the property of Landlord and will be surrendered with the Premises at the end of the Lease Term or other termination, without payment. Tenant's machinery and equipment, unless it is fixed to the Premises so that it cannot be removed without material damage, remains the property of the Tenant and may be removed by Tenant subject to Paragraph 7.4.

8.  INSURANCE.

    8.1 LIABILITY INSURANCE. During the Lease Term, Tenant will maintain a policy of comprehensive general liability insurance insuring Landlord and Tenant against liability arising out of the ownership, use, occupancy or maintenance of the Premises. The insurance will be for not less than $1,000,000.00 for bodily injury or personal injury to or death of one persons in any one accident or occurrence and for not less than $1,000,000.00 for bodily injury or personal injury to or death of more than one person in any one accident or occurrence. The insurance shall insure Landlord and Tenant against liability for property damage of at least $100,000.00. The limits of the insurance will not limit the endorsements, if applicable, and will insure Tenant's performance fails to maintain the required insurance the Landlord may, but does not have to, maintain the insurance at Tenant's expense. The policy shall expressly provide that it is not subject to invalidation of the Landlord's interest by reason of any act or omission on the part of Tenant.

    8.2 a) HAZARD INSURANCE ON BUILDING. During the Lease Term Landlord will maintain policies of insurance covering loss or damage to the Building in the amount of the full replacement value, providing protection against all perils included within the classification of fire and extended coverage. Landlord may elect to provide rent loss, vandalism, malicious mischief, sprinkler leakage, war, automobile, flood, air conditioner and all risk insurance. The insurance will provide for payment of loss to Landlord or to the holder of a first mortgage or deed of trust on the property.

    b) N/A

    c) TENANT'S PERSONAL PROPERTY. Tenant assumes all risk of loss or damage to Tenant's Property. Tenant assumes the risk that loss or damage to Tenant's Property, to the Premises or to the Property may result in loss of income, profits, or good will to the business or Tenant or other persons interested in Tenant's Property. Tenant releases and holds Landlord harmless from liability for these losses or damage, except arising out of Landlord's gross negligence or willful misconduct.Tenant's Property includes all goods, all fixtures, improvements and betterments placed in or about the Premises belonging to Tenant or any person connected with, or claiming under or through loss or claims, including reasonable attorneys fees and cost in defending a claim, arising out of loss or damage to Tenant's Property belonging to others. Landlord means Landlord, its employees and agents.

    TENANT SHALL PROVIDE INSURANCE THE EXTENT OF NOT LESS THAN NINETY PERCENT (90%) OF THE FAIR MARKET VALUE OF TENANT'S PROPERTY AS APPRAISED BY TENANT'S INSURER(S), WITH AN AGREED AMOUNT ENDORSEMENT.

    8.3 a) TENANT'S INSURANCE POLICIES. Insurance carried by Tenant will be with companies licensed in the State in which the Property is located. The Tenant will deliver to Landlord certified copies of the policies of insurance or certificates evidencing the existence and amounts of insurance. No policy shall be cancelable or subject to reduction of coverage or other modification except after 30 days prior written notice to Landlord. Tenant shall, at least 30 days prior to the expiration of the policies, furnish Landlord with renewals or "binders" for the policies, or Landlord may order the required insurance and charge the cost to Tenant pursuant to Paragraph 23.

       b) INCREASED RISK. Tenant will not do anything or permit anything to be done by anyone under its control to allow any hazardous condition to exist ("Increased Risk") which shall invalidate or cause the cancellation of the insurance policies carried by either Tenant or Landlord. If Tenant does or permits any Increased Risk which causes an increase in the cost of Landlord's insurance policies, then Tenant shall reimburse Landlord pursuant to Paragraph 23 for additional premiums attributable to any act. Omission or operation of Tenant causing the increase in the premiums, including, but not limited to, non-additional premiums will not excuse Tenant from terminating or removing the Increased Risk unless Landlord agrees in writing. Absent agreement, Tenant shall promptly terminate or remove the Increased Risk.

    8.4 WAIVER OF SUBROGATION ON PROPERTY POLICIES. Each party releases the other party from any and all liability or responsibility (to the other party or anyone claiming through or under them by way of subrogation of otherwise) for loss or damage to property resulting from causes insured against, even if such casualty has been caused by the fault or negligence of the other party, or anyone for whom such party may be responsible. This release shall be applicable and in force and effect only with respect to loss or damage occurring during a time when the releasor's policies contain a clause or endorsement to the effect that any such release shall not adversely affect or impair the policies or prejudice the right of the releaser to recover under the policy in question. Each party agrees that is policies will include such a clause or endorsement so long as the other party pays the extra cost. Each party shall notify the other party of any extra cost. The other party may then elect to have the clause or endorsement included by paying the cost. The release shall not limit the effectiveness of any indemnity, assumption of risk or release of liability contained elsewhere in this Lease.

    8.5 INDEMNITY. Tenant shall indemnify and hold harmless Landlord, its agents and employees, from and against any and all claims arising from: (a) Tenant's use of the premises, (b) the conduct of Tenant's business or anything else done or permitted by Tenant to be done in or about the Premises or elsewhere in the Industrial Park, (c) any breach or default in the performance of the Tenant, or Tenant's agents, contractors or employees. Tenant shall defend Landlord against all costs, attorney's fees claims, action or proceeding. In case any action or proceeding is brought against Landlord by reason of a claim, Tenant, upon notice from Landlord, shall defend the same at Tenant's expense by counsel satisfactory to Landlord. Tenant assumes all risk of damage to property or injury to persons, in or about the Premises arising from any cause and Tenant waives all such claims against Landlord, except claims due to Landlord's gross negligence or willful misconduct.

    The liability of Tenant to indemnify Landlord, its agents and employees, shall not extend to any matter against which Landlord shall be effectively protected by insurance, provided that if any liability shall exceed the amount of effective and collectable insurance, the liability of Tenant shall apply to the excess. Whether the insurance is "effective" depends in part, but not by way of limitation, on the absence of any defense to coverage made by the insurer.

9.  CASUALTY DAMAGE.

    9.1 DAMAGE TO BUILDING SPACE. Tenant will give immediate notice to Landlord of fire or other casualty damage to the Premises. Landlord will repair the Building Space, unless it decides to terminate under Paragraph 9.2. Tenant will be obligated to pay prorate fixed and additional rent on the portion of the Building Space it can occupy.

9.2 OPTIONS TO TERMINATE.

a)

BUILDING SPACE DAMAGE. If the Building is substantially destroyed or the damage requires more than 180 days from the date of the damage to repair, either Landlord or Tenant from the date of the damage to repair, either Landlord or Tenant has the option to terminate this Lease by giving written notice within 30 days after the date of the damage (except Tenant shall not have such option if less than twenty percent (20%) of the Building Space is damaged, in which case the provisions of 9.2(c) shall apply). This Lease shall terminate either 30 days after receipt of the notice or the date Tenant vacates the Premises, whichever is sooner.



b)

DAMAGE TO OTHER PORTIONS OF BUILDING. If damage to other portions of the Building is sufficient to require more than 180 days from the date of the damage to repair, the Landlord has the sole option to terminate this Lease by following procedures in 9.2(a).



c)

REPAIRS REQUIRIING LESS THAN 180 DAYS TO REPAIR. If the estimated repair time is less than 180 days and Landlord diligently pursues repair, Tenant may not terminate if repair time runs over 180 days due to causes beyond Landlord's control.



d)

DAMAGE DURING LAST SIX MONTHS OF TERM. If casualty damage occurs to the Premises or to the Building during the last six (6) months of the Lease Term, Landlord may terminate this Lease. If Tenant has an unexpired option to extend, the option to extend or renew must be exercised within twenty (20) days of the casualty. If the option is exercised, Landlord may not cancel unless there is substantial damage. If the option is not exercised, the option is terminated and Landlord can terminate the Lease.

    9.3 NEGLIGENCE OF TENANT—UNINSURED LOSS. An "Insured Loss" is damage caused by an event which is either required to be or which has been elected by Landlord to be covered by insurance described in Paragraph 8.2(a). If casualty damage occurs which is not an Insured Loss and which is due to a negligent or willful act of Tenant, Tenant will repair the damage at its expense and will remain liable for the full rent during repair. Termination under Paragraph 9.2 will not be available to Tenant.

    9.4 TENTANT'S CLAIMS. No compensation or claims or diminution of rent will be allowed, or paid by Landlord, by reason of inconvenience, annoyance, or injury to business, arising from the necessity or repairing any other portion of the Building, however the necessity may occur

10. REAL PROPERTY TAXES.

    10.1 PAYMENT OF TAXES. Tenant shall pay all Real Property Taxes during the original term of this Lease and during any option period as exercised by the Tenant.

    10.2 DEFINITION OF "REAL PROPERTY TAX." The term "Real Property Tax" includes any form of assessment, license fee, levy, penalty or tax (other than inheritance or estate taxes), imposed by an authority with direct or indirect power to tax any legal or equitable interest of Landlord in the real property of which the Premises are a part, but shall not include any rent tax payable by Tenant under Paragraph 5, nor any corporate franchise or income taxes.

10.3 N/A

    10.4 PERSONAL PROPERTY TAXES. Tenant will pay, before delinquency, all taxes assessed against trade fixture, furnishings, equipment and all other personal property of Tenant. Tenant will cause these items to be assessed and billed separately from the real property of Landlord.

    11. UTILITIES. Tenant will pay directly to the appropriate supplier, the cost of all water, gas, heat, light, power, telephone, refuse disposal and other utilities and services supplied to the Premises, and any taxes on those bills. Landlord shall, specifically, be responsible for payment for the pro-rate share of water and sewer service supplied to the premises.

12. ASSIGNMENT AND SUBLETTING.

    12.1 LANDLORD'S CONSENT REQUIRED. Tenant will not voluntarily or by operation of law assign, transfer, mortgage, sublet or otherwise transfer of encumber all or any part of Tenant's interest in this Lease or in the Premises, without Landlord's prior written consent which consent may be withheld by Landlord for any reason. Any attempt assignment, transfer, mortgage, encumbrance or subletting without consent shall be void as against Landlord, and shall constitute a breach of the Lease.

    12.2 NO RELEASE OF TENANT. Regardless of Landlord's consent, no subletting or assignment will alter the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant. Acceptance of rent from any other person will not be deemed a waiver by Landlord of any provision of this Lease. Consent to one assignment or subletting will not be deemed consent to any subsequent assignment or subletting.

    12.3 PARTICIPATION BY LANDLORD. In the event of any assignment or sublease involving rent in excess of the Fixed Minimum Rent or Additional Rent required under this Lease (Excess Rent), Landlord shall participate in the Excess Rent. Tenant shall promptly forward to Landlord fifty percent (50%) of all such Excess Rent collected from the assignee or subtenant and shall supply Landlord with true copes as executed of all assignments and subleases.

    12.4 PROCESSING FEES. If Landlord consents to a sublease or assignment, Tenant will pay a processing fee not to exceed $350.00

13. DEFAULTS; REMEDIES.

    13.1 EVENTS OF DEFAULT. It is a default under this Lease if any of the following "Events or Default" happens:

a)

if any Fixed Monthly Rent is not paid when due and default continues for a period of 5 days; or



b)

if any additional rent is not paid when due, and default continues for a period of 10 days; or



c)

if Tenant defaults under any of the terms of this Lease other than those in 13.1(a) and (b), and default continues for 30 days after written notice (except if default cannot be completely cured within 30 days, it will not be an Event of Default if Tenant starts to cure within the 30 day period, and in a good faith proceeds to remedy the default; or



d)

if Tenant or any person who has guaranteed performance, files a voluntary petition in bankruptcy or is adjudicated a bankruptcy or insolvent, or files a petition or answer seeking relief under any federal, state or other statute or regulation, or seeks or consents to or acquiesces in the appointment of a trustee, receiver or liquidator or Tenant or guarantor, or of all or any substantial part of Tenant's properties or of the Premises or any or all rents, earnings, or income or makes an assignment for the benefit of creditors, or admits in writing its inability to pay its debts generally as they become due; or



e)

if a petition is filed against Tenant, or any person who has guaranteed performance, seeking relief under any federal, state or other statute or regulation, which remains undismissed or unstayed for an aggregate of 60 days (whether or not consecutive), or if a trustee, receiver or liquidator of Tenant or guarantor, or of all or any substantial part of its properties or of the Premises or any or all rents, or income is appointed without the consent or acquiescence of Tenant, or guarantor, and the appointment remains unvacated or unstayed for an aggregate of 60 days (whether or not consecutive).

13.2 NOTICE; TERMINATION.

    Landlord at any time after the happening of an Event of Default may declare an Event of Default by written notice to Tenant specifying the Event(s) of Default. In the same or a later written notice Landlord may elect that his Lease terminate at 5:00 p.m. on the date listed by Landlord. The date will be at least 5 days after the giving of the termination notice (including the termination date). On the date in the notice, subject to Paragraph 13.4, the Lease and all interests demised will terminate and all rights of the Tenant shall cease. The termination will not take place if before the stated date and time:

(i)

Tenant has paid all arrears of fixed minimum rent and additional rent and all other amounts payable Tenant, (together with interest pursuant to Paragraph 24.10) and as additional rent all expenses (including, without limitation, attorney's fees and expenses) incurred by Landlord due to any default by Tenant, (the "Arrearages"), and



(ii)

All other defaults have been cured to the satisfaction of Landlord.

    13.3 REPOSSESSION, RE-LETTING. After notice of an Event of Default, whether before or after a termination as provided in Paragraph 13.2, Landlord, without further notice and with no proceedings, ejectment or otherwise, and may remove Tenant and all repossession, Landlord may (but is under no obligation to) re-let the Premises, any part thereof, or the Premises with additional premises, on account of Tenant (until Landlord makes demand for final damages), in Tenant's or Landlord's name, without notice to Tenant, for a term (which may be more or less than the period which would have been the balance of the term of this Lease) and on conditions (including concession, periods of rent free use, or alterations) and for purposes which Landlord determines, and Landlord may receive the rents. Landlord is not liable for failure to collect any rent due upon any such re-letting.

    13.4 SURVIVAL OF TENANT'S OBLIGATIONS; DAMAGES. No provisions in Paragraphs 13.1, 13.2 and 13.3 will relieve Tenant of its liability and obligations under this Lease, all of which will survive. Landlord will not be deemed to accept a surrender of Tenant's lease or otherwise discharge Tenant because Landlord takes or accepts possession of the Premises or exercises control over them as provided. Acceptance of surrender and discharge may be done only by an instrument executed on behalf of Landlord by its duly authorized officer or employee.

    In the event of termination or repossession following an Event of Default, Tenant will pay to Landlord the Arrearages up to the earlier of the date of termination or repossession. Furhter Tenant, until the end of what would have been the term of this Lease in the absence of termination and whether or not the Premises or any part have been re-let, is liable to landlord for, and will pay to Landlord, as liquidated and agreed "Current Damages" for Tenant's default:

a)

the Fixed Minimum Rent and all additional rent and other charges payable by Tenant or which would be payable if this Lease had not terminated, plus all Landlord's expenses in connection with any reletting, including, without limitation, repossession costs, brokerage commissions, legal expenses, attorneys' fees, expenses of employees, alteration costs, and expenses of preparation for such reletting, LESS



b)

the net proceeds, if any, of any re-letting on account of Tenant pursuant to Paragraph 13.3. If the Premises have been relet with additional premises, the net proceeds, if any, of reletting shall be prorated.

    Tenant shall pay Current Damages to Landlord monthly on the days on which the Fixed Minimum Rent would have been payable if the Lease were not terminated, and Landlord is entitled to recover from Tenant each month.

    After termination under Paragraph 13.2, whether or not Landlord has collected Current Damages, Tenant will pay to Landlord, on demand, as liquidated and agreed "Final Damages" for Tenant default and in lieu of all Current Damages beyond the date of demand, an amount equal to the excess, if any, of

x)

the present case value on the date of demand of the fixed Minimum Rent and additional rent and other charges which would have been payable (net of any sales taxes or customary leasing commissions) from the date of demand for what would have been the unexpired term of this Lease if it had not been terminated, LESS



y)

the present cash value of the fair rental value (net of any sales taxes or customary leasing commissions) of the Premises for the same period, PLUS



z)

the Arrearages to the earlier of the date of termination or repossession and Current Damages up to the date of demand which remain unpaid.

    If any statute or rule of law governing a proceeding in which Final Damages are to be proved validly limits the amount less than that provided for, Landlord is entitled to the maximum amount allowable under the statute or rule of law. The discount rate of interest shall be as provided in Paragraph 24.10.

14. CONDEMNATION.

    14.1 PERMANENT CONDEMNATION. If the Premises or any portion are taken under the power of the eminent domain, or sold under the threat of the exercise of the power (both called "Condemnation"), this lease will terminate as to the part taken as of the first date of the condemning authority takes either title or possession. If the portion of the Premises taken is more than twenty-five percent (25%) or makes the balance unfit for Tenant's use, Tenant has the option to terminate this Lease as of the date the condemning authority takes possession. The option will be exercised in writing as follows:

i)

within thirty (30) days after Landlord has given Tenant written notice of the taking; or



ii)

absent notice, within thirty days after the condemning authority given Tenant written notice of taking; or



iii)

absent notice, within ten (10) days after the condemning authority has taken possession.

    If Tenant does not terminate, this Lease will remain in full force and effect as to the portion of the Premises remaining. The rent will be proportionately reduced.

    Any award for Condemnation is the Landlord's whether the award is made as compensation for diminution in value of the leasehold or for the taking of the fee, or as severance damages. Tenant is entitled to any award for damage to Tenant's trade fixtures and removable personal property and moving expenses. If this Lease is not terminated, Landlord, to the extent of severance damages received, will repair damage to the Premises causes by condemnation except to the extent that Tenant has been reimbursed by the condemning authority. Tenant will pay any amount in excess of the severance damages required to complete the repair.

    14.2 TEMPORARY CONDEMNATION. Upon Condemnation of all or a part of the Premises for temporary use, this Lease will continue without change or abatement in Tenant's obligations, as between Landlord and Tenant. Tenant is entitled to the award made for the use. If the Condemnation extends beyond the initial term, or only current renewal term, the award will be prorated between the term. The Tenant is responsible for the cost of any restoration work required to place Premises in the condition they were in prior to Condemnation unless the release of the Premises occurs after termination. In such case, Tenant will assign to the Landlord any claim it may have against the condemning authority. If Tenant has received restoration funds, it will give the funds to Landlord within 15 days after demand.

    15. FORCE MAJEURE. If Landlord's performance of any obligations under any provision in this Lease is delayed by an act or neglect of Tenant, Act of God, strike, labor dispute, unavailability of materials, boycott, governmental restrictions, riots, insurrection, war, catastrophe, or act of the public enemy, the period for the beginning or completion of the obligation is extended for a period equal to the delay.

    16. SUBORDINATION. This lese, at Landlord's option, will be subordinate to any form of security and to all renewals, modifications, consolidations, replacements and extensions. Tenant's right to quiet possession of the Premises will not be disturbed if Tenant is not in default under this Lease, unless it is otherwise terminated under the terms. If any mortgagee, trustee or ground lessor elects to have this Lease prior to the lien of its security, and gives written notice to Tenant, the Lease will be deemed prior to the security, whether dated before or after the date of the security, or the recording date. Tenant agrees to execute any required documents, and Tenant irrevocably appoints Landlord as Tenant's attorney-in-fact to do so, if Tenant fails to so execute within ten (10) days after written demand.

    17. ESTOPPEL CERTIFICATE. Tenant, after not less than ten (10) days prior written notice from Landlord, will deliver to Landlord a written statement i) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of the modification and certifying that this Lease, as so modified, is in full force and effect) and the date to which the rent and other charges are paid in advance, if any, ii) stating the amount of the security deposit, if any, held by Landlord and iii) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of the Landlord, or stating any claimed defaults. The statement may be relied upon by any prospective purchaser or lender of the Premises.

    Tenant's failure to deliver the statement within the time will be conclusive upon Tenant i) that this Lease is in full force and effect, without modification except as may be represented by Landlord, ii) that any security deposit is as represented by Landlord, iii) that there are no uncured defaults in Landlord's performance, and iv) that not more than one month's rent has been paid in advance.

    If Landlord desires to sell or finance or refinance all or part of the Premises, Tenant agrees to deliver to any proposed purchaser or lender named by Landlord all financial statements of Tenant as may be reasonably required by the proposed purchaser or lender. The statements will include the past three years' financial statements of Tenant. All financial statements will be received by Landlord in confidence and will be used only for these purposes.

    18. CORPORATE AUTHORITY. If Tenant is a corporation, each individual executing this Lease on behalf of the corporation represent and warrants that he is duly authorized to execute and deliver this Lease on behalf of the corporation in accordance with a duly adopted resolution of the Board of Directors of the corporation, or in accordance with the bylaws of the corporation, and that this Lease is including upon the corporation. If Tenant is a corporation, Tenant will, within thirty (30) days after execution of this Lease, deliver to Landlord a certified copy of a resolution of the Board of Directors of the corporation or applicable bylaws authorizing the ratifying the execution of this Lease or establishing the authority of the person executing this lease.

    19. NOTICES. All notices required or permitted under this Lease shall be in writing and shall be deemed duly given in mailed in any U.S. Post Office by certified or registered mail, addressed to Landlord or Tenant, respectively, at the addresses provided in the Information Schedule.

    Either party by notice as provided above may change the address for notices and payment of rent, which notice will be effective only upon actual receipt by the other party.

    20. BROKER'S FEE. Landlord and Tenant represent and warrant to each other that except as stated below, no broker, agent or finder has been employed by it in connection with this Lease and no commissions are payable by it to any person. Tenant and Landlord each agree to indemnify, defend and save harmless the other from any expenses or claim for fees or commissions resulting from the indemnifying part having dealt with any broker, agent or finder in negotiating this lease. Landlord acknowledges that its broker in this transaction was as listed in the Information Schedule and that payments of commissions will be in accordance with their agreement. Tenant represents it did not deal with any other broker, agent or finder purporting to represent Landlord.

    21. LANDLORD'S ACCESS. Landlord and Landlord's agents have the right to enter the Premises at reasonable times for the purpose of inspecting, showing the Premises to prospective purchasers, or lenders, and making alterations, repairs, improvements or additions to the Premises or to the Building that Landlord deems necessary or desirable. Landlord may place any ordinary "For Sale" signs on the Premises and Landlord may, during the last 180 days of the term, place on the Premises any ordinary "For Lease" signs, all without rebate of rent or liability.

    22. LANDLORD'S LIABILITY. The term "Landlord" means only the owner or owners of the fee title at the time in question. If the Landlord (or the then grantor) transfers any title or interest from and after the date of transfer the landlord (or the then grantor) is relieved of all liability for Landlord's obligations to be performed after the date of transfer. Any Security Deposit not delivered to the grantee is excepted. Landlord's obligations under this Lease shall thereafter be finding on Landlord's successors and assigns, but only during their respective periods of ownership. Tenant agrees to attorn to any transferee or lender of Landlord.

    23. LANDLORD'S RIGHT. If Tenant fails to make any required payment or defaults in performing any other term in this Lease, landlord may, but need not (and without waiving the default) make such payment or remedy other defaults for Tenant's account and at Tenant's expense, immediately and without notice in case of emergency, otherwise on five (5) days written notice to Tenant. The costs, with interest under Article 24.10, and with a charge equaling 15% of the cost (to cover Landlord's overhead), is due as additional rent with Tenant's next fixed minimum rent installment.

24. MISCELLANEOUS.

    24.1 TIME OF ESSENCE. Time is of the essence under this Lease.

    24.2 COVENANTS AND CONDITIONS. Each provision of this Lease performable by Tenant is both a covenant and a condition.

    24.3 CAPTIONS. Article and paragraph captions are only for convenience.

    24.4 INCORPORATION OF PRIOR AGREEMENTS, AMENDMENTS. This Lease contains all agreements of the parties with respect to any matter mentioned. No prior agreement or understanding is effective after execution of this Lease. This Lease may be modified in writing only, signed by the parties. The Exhibits and Rent Schedule attached to this Lease are part of the Lease as fully as if placed in the body of the Lease.

    24.5 CUMULATIVE REMEDIES. No remedy or election is exclusive but, where ever possible, is cumulative with all other remedies at law or in equity.

    24.6 SEVERABILITY. The invalidity of any provision of this Lease as determined by a court of competent jurisdiction, shall not affect the validity of any other provision. The valid portions of the Lease shall be interpreted together to accomplish the intent of the parties.

    24.7 MERGER. The voluntary or other surrender by Tenant or a mutual cancellation will work a merger, and, at Landlord's option, will terminate existing subtenancies or operate as an assignment of subtenancies.

    24.8 HOLDING OVER. If Tenant retains possession after the Lease Term expires, without the written consent of Landlord, the occupancy will be a tenancy for month-to-month at a rent in the amount of 1.5 times the last fixed minimum rent plus all additional rent and other charges payable, and upon all the terms applicable to a month-to-month tenancy. Any options and rights of first refusal contained in the Lease are terminated during the tenancy. Such tenancy shall not last more than ninety (90) days without Landlord's written consent.

    24.9 WAIVERS. Waiver by Landlord of any provision is not a waiver of any other provision or of any subsequent breach by Tenant of the same or any other provision. Landlord's consent or approval of any act will not make it unnecessary to obtain Landlord's consent or approval in the future. The acceptance of rent by Landlord is not a waiver of any breach by Tenant other than the failure of Tenant to pay the particular rent accepted.

    24.10 INTEREST ON PAST-DUE OBLIGATIONS. Any amount due to Landlord not paid when due will bear interest from the date due at the prime lending rate in effect from time to time at the Chase Manhattan Bank, N.A. in New York City or the highest rate of interest payable under the law, whichever is lowest. Payment of interest will not cure any default by Tenant under this Lease except as expressly provided.

    24.11 ATTORNEY'S FEES. If either party brings an action regarding terms or rights under this Lease, the prevailing party in any action, on trial or appeal, is entitled to reasonable attorney's fees as fixed by the court to be paid by the losing party. The term "attorney's fees" shall include, but is not limited to, reasonable attorney's fees incurred in any and all judicial, bankruptcy, reorganization, administrative or other proceeding, including appellate proceedings, whether the proceedings arise before or after entry of an final judgment and all costs and disbursements in connection with the matter.

    24.12 WAIVER OF JURY TRAIL. Landlord and Tenant each waive trial by jury in any action, proceeding, or counterclaim brought by either of the parties to this Lease against the others on any matter whatsoever arising out of or in any way connected with this Lease or its termination, the relationship of landlord and tenant, Tenant's use or occupancy of the Premises, and/or any claim of injury or damage and any emergency statutory or any other statutory remedy.

    24.13 RECORDING. Tenant will not record this Lease without Landlord's written consent. Any recordation, at Landlord's option will constitute a non-curable default of Tenant. Either party upon request of the other, shall promptly deliver to the other a "short form" memorandum of this Lease for recording. If the "short form" has been recorded, Tenant agrees to deliver a notice of termination at the time this Lease is terminated. The Tenant, upon the request of any party in interest will promptly deliver any instruments necessary to carry out these terms. The Tenant irrevocably appoints the Landlord as attorney-in-fact for the Tenant with full power and authority to execute and deliver any such instrument in the name of the Tenant.

    24.14 SIGNS AND AUCTIONS. Tenant shall not place any sign upon on conduct any auction on the Premises without Landlord's prior written consent.

    24.15 SECURITY. Tenant acknowledges that the rents reserved in this Lease do not include the cost of security guards or other security measures, and that Landlord has no obligation to provide such services. Tenant assumes all responsibility for the protection of Tenant, its agents, employees and invitees from acts of third parties.

    24.16 CONSENTS. Wherever consents are required by either Landlord or Tenant, same shall ot be unreasonably withheld.

    24.17 EASEMENTS AND RESTRICTIVE COVENANTS. Landlord reserves the right to grant and record easements, cross-easements, rights, restrictive covenants and conditions and dedications which it deems necessary or desirable. The grants will not unreasonably interfere with Tenant's use of the Premises. Tenant agrees to promptly execute documents requested by Landlord. Failure to execute will be a material breach under this Lease.

    24.18 RULES AND REGULATIONS. Tenant will comply with Landlord's rules and regulations respecting the Industrial Park. As detailed in Exhibit B.

    24.19 BINDING EFFECT; CHOICE OF LAW. Subject to provisions restricting assignment or subletting and to the provisions of Paragraph 22, this Lease will bind the parties, their personal representatives, successors and assigns. This lease shall be governed by the laws of the state in which the Property is located.

    The parties have executed this lease at the place on the dated specified.

	LANDLORD:
WITNESSES:	LAWRENCE SEILER
/s/ Vince DeCampo	By	/s/ Lawrence Seiler		(SEAL)
	By	Lawrence Seiler
	Executed at		9693 Gerwig Lane, Ste. OColumbia, Md. 21046
	On	May 25, 1999
	TENANT:
WITNESSES:	VIEW SYSTEMS, INC.
/s/ Vince DeCampo	By	/s/ Andrew L. Jiramek		(SEAL)
		Andrew L. Jiramek
	Title:		VP, Administration
	Executed at		9693 Gerwig Lane, Ste. OColumbia, Md. 21046
	On	May 25, 1999

LEASE AMENDMENT

    This Amendment (the "AMENDMENT") is made this 1st day of June, 1999 by and between View Systems, Inc. (the "TENANT") and Lawrence Seiler (the "LANDLORD") as a material inducement to renew the lease by and between the parties hereto (the "LEASE") dated herewith for the lease of 9693 Gerwig Lane, Suites N, O, P and Q, Columbia, Maryland 21046 (the "PREMISES"), hereby agree as follows:

    1. The terms and conditions set forth herein shall supersede and apply notwithstanding any contrary terms and conditions in the LEASE.

    2. The TENANT is hereby granted a right of first refusal to purchase the PREMISES from the LANDLORD upon the following terms and conditions prior to any transfer, pledge, mortgage, conveyance, grant or otherwise change in the legal of equitable interest in and to the PREMISES. No transfer, pledge, mortgage, conveyance, grant or otherwise change in the legal or equitable interest in and to the PREMISES shall be valid until and unless the TENANT shall have been offered the right of first refusal as set forth herein. The TENANT shall have the right to purchase the PREMISES for Two Hundred Thousand Dollars ($200,000.00), with settlement to occur within one hundred twenty (120) days after the TENANT NOTICE set forth below. LANDLORD shall notify the TENANT of LANDLORD's intent to transfer, pledge, conveyance, mortgage, grant or otherwise change in any legal or equitable interest in and to the PREMISES at least thirty (30) days prior to said intended transfer, pledge, mortgage, conveyance, grant or otherwise change (the "LANDLORD NOTICE"). The LANDLORD shall be deemed to have made the LANDLORD NOTICE on the date the TENANT receives actual notice of any voluntary or involuntary transfer, conveyance or other change in the ownership of the PREMISES. Upon receipt of the LANDLORD NOTICE by TENANT, the TENANT shall have thirty (30) days to exercise its right of first refusal (the "TENANT NOTICE") by notice to the LANDLORD.

    3. Upon any transfer, pledge, mortgage, conveyance, grant or otherwise any change in any interest in or to the PREMISES, the rent reserved in the LEASE shall be reduced by seventy five percent (75%) effective as of the date of said transfer, pledge, mortgage, conveyance, grant or otherwise change in the ownership of the PREMISES.

    4. Upon the request of the TENANT, the LANDLORD shall execute any agreement, instrument or deed requested by the TENANT setting forth the terms herein to be recorded among the Land Records of Howard County, Maryland.

    5. The AMENDMENT shall be binding upon and issue to the benefit of the parties hereto, their successors, heirs and assigns. Except as modified herein, the LEASE shall remain in full force and effect.

    The parties hereto agree on the day and year first above written.

Witness:   /s/ Gunther Than	View Systems, Inc. By: /s/ Andrew L. Jiranek (Seal) VP
/s/ Vince DeCampo	/s/ Laurence Seiler (Seal) Lawrence Seiler

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EX-10.7

Exhibit 10.7

Stock Redemption Agreement, dated May 27, 1999, B/T View Systems, Inc. and Gunther Than

VIEW SYSTEMS, INC.

[LOGO]

STOCK REDEMPTION AGREEMENT

    This Stock Redemption Agreement is made as of  day of May, 1999, by and between Gunther Than, 28 Dekker Street, Golden, Colorado 80401 and View Systems, Inc., 925 West Kenyon Avenue, Suite 15, Englewood, Colorado 80110 (the "Corporation").

Recitals

    R1. Gunther Than is the President and CEO of the Corporation, and also a member of its Board of Directors. Gunther Than would like to have the Corporation redeem 25,000 shares of its resticted, non-free trading stock (within the meaning of SEC Rule 144) that is held by him.

    R2. According to the Corporation's transfer agent, Interwest Transfer Co., the Corporation had 2,666,667 shares of free trading stock, and 2,400,000 shares of restricted stock, as of May 5, 1999. As of May 27, 1999, the last free trading stock was reported as being traded for the price of 2⁷/8 at 2:02 p.m. on the NASDAQ OTCBB.

    R3. The Corporation has determined that it is in its best interests to redeem the 25,000 shares of restricted stock of Gunther Than pursuant to the terms and conditions of this Agreement.

    Now therefore, in consideration of the mutual covenants herein, the parties agree as follows:

1. Redemption. View Systems agrees to redeem, on or before June 1, 1999, 25,000 shares of common stock, which shares are restricted within the meaning of SEC Rule 144, held by Gunther Than for the price of $2.00 per share.

2. Payment of Redemption Price. To settle on the closing, the Corporation shall instruct its transfer agent to issue, upon receipt from Gunther Than of an original stock certificate in a denomination of at least 25,000 shares, a corrected stock certificate to Gunther Than for the amount of shares represented by the stock certificate being tendered by Gunther Than, minus the 25,000 shares that are being redeemed. After receipt by the transfer agent of the stock certificate being redeemed, the Corporation shall issue a check to Gunther Than in the amount of $50,000.

3. Option to Purchase Back Shares. Gunther Than shall have the option, exercisable for a period of two years from the date said stock is redeemed, to purchase the stock being redeemed at a price of $2.00 per share, plus interest accruing on the $50,000 at the rate of 10% from the date the shares are redeemed to the date the option to repurchase is exercised. Upon exercise of this purchase option, and tender of the purchase price, the Corporation shall instruct its transfer agent to reissue the shares to Gunther Than. The shares shall be reissued by the Corporation as restricted stock within the meaning of Rule 144 and shall carry the new issue date, being the date the shares are repurchased. The stock certificates of the Shares will be imprinted with a conspicuous legend in substantially the following form:

    "The securities represented by this certificate have not been registered under federal or state securities laws, and shall not be sold, pledged, hypothecated, donated or otherwise transferred (whether or not for consideration) by the holder in the absence of an effective registration under the securities laws or an opinion of counsel reasonably satisfactory to View that such registration is not required under the securities laws.

4. Representations and Warranties. Gunther Than represents and warrants, that the Shares acquired pursuant to exercise of the option granted herein are for investment, for Gunther Than's own account, and not with a view to, for offer for sale or for sale in connection with, the distribution or transfer of the Shares. The Shares will not be purchased for subdivision or fractionalization thereof; and Gunther Than has no contract, undertaking, agreement or arrangement with any person or entity to sell, hypothecate, pledge, donate or otherwise transfer (with or without consideration) to any such person or entity any Shares exercisable under the option, and Gunther Than has no present plans or intention to enter into any such contract, undertaking, agreement or arrangement.

IN WITNESS WHEREOF, the parties have executed this agreement this  day of         , 1999.

 
 
View Systems, Inc.
By:
Name: Title:  Gunther Than

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EX-10.8

Exhibit 10.8

Stock Redemption Agreement, dated September 30, 1999, Between View Systems, Inc
and Gunther Than

VIEW SYSTEMS, INC.
[LOGO]
STOCK REDEMPTION AGREEMENT

    This Stock Redemption Agreement is made as of September 30, 1999, by and between Gunther Than, 28 Dekker Street, Golden, Colorado 80401 and View Systems, Inc., 925 West Kenyon Avenue, Suite 15, Englewood, Colorado 80110 (the "Corporation").

Recitals

    R1. Gunther Than is the President and CEO of the Corporation, and also a member of its Board of Directors. Gunther Than is indebted to the Corporation in the amount of $67,719.35. Mr. Than is also the holder of certain restricted stock within the meaning of Rule 144 of the Securities Act of 1933. Pursuant to the terms and conditions of this Agreement, Mr. Than would like to have the Corporation redeem shares of his resticted, non-free trading stock (within the meaning of SEC Rule 144) that is held by him in exchange for cancellation of his indebtedness to the Corporation.

    R2. According to the Corporation's transfer agent, Interwest Transfer Co., the Corporation had 2,666,667 shares of free trading stock, and 4,014,333 shares of restricted stock, as of September 30, 1999. As of September 30, 1999, the free trading stock of the Corporation was reported as being traded for the price of 2.13 on the NASDAQ OTCBB.

    R3. The Corporation has determined that it is in its best interests to redeem the 34,860 shares of restricted stock of Gunther Than pursuant to the terms and conditions of this Agreement.

    Now therefore, in consideration of the mutual covenants herein, the parties agree as follows:

    1. Redemption. View Systems agrees to redeem, as of September 30, 1999, 34,860 shares of common stock, which shares are restricted within the meaning of SEC Rule 144, held by Gunther Than for the price of $2.00 per share.

    2. Payment of Redemption Price. To settle on the closing, the Corporation shall instruct its transfer agent to issue, upon receipt from Gunther Than of an original stock certificate in a denomination of at least 34,860 shares, a corrected stock certificate to Gunther Than for the amount of shares represented by the stock certificate being tendered by Gunther Than, minus the 34,860 shares that are being redeemed. After receipt by the transfer agent of the stock certificate being redeemed, the Corporation shall deem the $67,719.35 indebtedness of Mr. Than to the Corporation as satisfied on the books and records of the Corporation.

    3. Option to Purchase Back Shares. Gunther Than shall have the option, exercisable for a period of two years from the date said stock is redeemed, to purchase the stock being redeemed at a price of $2.00 per share, plus interest accruing on the $67,719.35 at the rate of 10% from the date the shares are redeemed to the date the option to repurchase is exercised. Upon exercise of this purchase option, and tender of the purchase price, the Corporation shall instruct its transfer agent to reissue the shares to Gunther Than. The shares shall be reissued by the Corporation as restricted stock within the meaning of Rule 144 and shall carry the new issue date, being the date the shares are repurchased. The stock certificates of the Shares will be imprinted with a conspicuous legend in substantially the following form:

    "The securities represented by this certificate have not been registered under federal or state securities laws, and shall not be sold, pledged, hypothecated, donated or otherwise transferred (whether or not for consideration) by the holder in the absence of an effective registration under the securities laws or an opinion of counsel reasonably satisfactory to View that such registration is not required under the securities laws.

    4. Representations and Warranties. Gunther Than represents and warrants, that the Shares acquired pursuant to any exercise of the option granted herein will be for investment, for Gunther Than's own account, and not with a view to, for offer for sale or for sale in connection with, the distribution or transfer of the Shares. The Shares will not be purchased for subdivision or fractionalization thereof; and Gunther Than has no contract, undertaking, agreement or arrangement with any person or entity to sell, hypothecate, pledge, donate or otherwise transfer (with or without consideration) to any such person or entity any Shares exercisable under the option, and Gunther Than has no present plans or intention to enter into any such contract, undertaking, agreement or arrangement.

IN WITNESS WHEREOF, the parties have executed this agreement this    day of            , 1999.

View Systems, Inc.

By:
Name: 




Title: 

Gunther Than

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EX-10.9

Exhibit 10.9

View Systems, Inc. 1999 Restricted Share Plan

VIEW SYSTEMS, INC.
1999 RESTRICTED SHARE PLAN

    1. Purpose. The purpose of this 1999 RESTRICTED SHARE PLAN ("Plan") is to further the interests of VIEW SYSTEMS, INC. (the "Company") by providing incentives for directors, officers and employees of the Company who may be designated for participation therein ("Participants") and to provide additional means of attracting and retaining competent personnel.

    2. Administration. The Executive Compensation Committee (the "Committee") of the Board of Trustees of the Company shall administer the Plan. The Committee will make all discretionary decisions involving the Plan. A majority of the Committee shall constitute a quorum, and the acts of a majority shall be the acts of the Committee. The Committee shall have the sole authority to (i) award shares under the Plan; (ii) consistent with the Plan, determine the provisions of the Restricted Share Agreements entered into hereunder, including the shares to be awarded, the restrictions and other terms and conditions applicable to each award of shares under the Plan; (iii) interpret the Plan and the Restricted Share Agreements evidencing the restrictions imposed upon stock awarded under the Plan and the shares awarded under the Plan; (iv) adopt, amend and rescind rules and regulations for the administration of the Plan; and (v) generally administer the Plan and make all determinations in connection therewith which may be necessary or advisable, and all such actions of the Committee shall be binding upon all participants. Any decision or selection reduced to writing and signed by all of the members of the Committee shall be as fully effective as if it had been made at a meeting duly held. The determinations of the Committee in the administration of the Plan, as described herein, shall be final and conclusive.

    3. Participants. The Committee shall determine and designate from time to time those directors, officers and employees of the Company who are eligible to participate in the Plan. Pursuant to this Plan, the Committee may award to Participants shares of common stock, par value $.01 per share ("Shares"), of the Company, subject to certain restrictions and risk of forfeiture, in such amounts and upon such terms as the Committee shall from time to time determine. The Committee shall determine, in its sole discretion, the number of shares to be awarded ("Awards") to each such employee selected. The Committee may, within the terms of the Plan, be selective and non-uniform with respect to its determination of the amount of Awards and the eligible employees to whom such Awards are made.

    4. Shares Subject to the Plan. The Company has reserved 775,000 Shares for issuance to Participants under the Plan ("Restricted Shares"). If any Awards granted under this Plan are forfeited, in whole or in part, the Restricted Shares so released from the Award may be the subject of other Awards under the Plan.

    5. Share Restructure. In the event there is any change in the Company's Shares, as by stock splits, reverse stock splits, stock dividends, or other relevant changes in the capitalization of the Company occurring after the adoption of this Plan by the Board, the number and type of Restricted Shares available for Awards under the Plan shall be appropriately adjusted by the Committee. The decision of the Committee as to the amount and timing of any such adjustment shall be conclusive.

    6. Effect of Award. The granting of an Award shall take place only when a Restricted Share Agreement (the "Agreement") substantially in the form of Exhibit A hereto is executed by the Company and the Participant. Such Agreement shall contain such further terms and conditions, not inconsistent with the terms of this Plan, related to the grant of the Restricted Shares. By accepting the Award and executing the Agreement, each Participant undertakes and agrees to be bound by all terms and provisions of this Plan and the Agreement. The execution of the Agreement shall entitle such Participant to receive the number of Restricted Shares specified in the Agreement, subject to the restrictions contained in the Agreement.

    7. Restrictions.

        (a) The term "Restricted Period" as to any of the Restricted Shares refers to the period of time that such shares are subject to the restrictions contained herein and in the Agreement. With respect to any of the Restricted Shares awarded under this Plan, the Committee, in it sole and absolute discretion, shall specify the in the Agreement the number of Restricted Shares subject to each Restricted Period. Upon expiration of the Restricted Period as to any of the Restricted Shares, such shares shall become fully vested ("Vested Shares") and shall no longer be subject to the restrictions or forfeiture provisions described below.

        (b) During the Restricted Period:

    (i) No Restricted Shares may be transferred by the Participant;

    (ii) The Restricted Shares shall be forfeited and shall automatically be transferred to the Company in the event of termination of the Participant's employment with the Company for any reason other than an Extraordinary Event (as defined in Section 8); and

    (iii) The Restricted Shares shall be subject to such other terms, conditions and restrictions as determined by the Committee and set forth in the Agreement

    8. Extraordinary Event. In the event of the commencement of a tender offer (other than by the Company) for any of the Company's common shares or a sale or transfer, in one or a series of transactions, of assets having a fair market value of 50% or more of the fair market value of all assets of the Company, or a merger, consolidation or share exchange pursuant to which the common shares of the Company are or may be exchanged for or converted into cash, property or securities of another issuer, or the liquidation of the Company (an "Extraordinary Event"), then the restrictions on the Restricted Shares shall terminate and lapse immediately, without risk of forfeiture, on the "Event Date." The "Event Date" is the date of the commencement of a tender offer, if the Extraordinary Event is a tender offer, and in the case of any other Extraordinary Event, the day preceding the record date in respect of such Extraordinary Event, or if no record date is fixed, the day preceding the date as of which shareholders of record become entitled to the consideration payable in respect of such Extraordinary Event. Notwithstanding the foregoing, the termination of the restrictions shall be conditioned on the actual occurrence and completion of the Extraordinary Event.

    9. Plan Loans. The Company recognizes that it is not in the best interests of the Company for the Participant to sell Shares (or be required to sell Shares, whether or not such Shares have been granted under the Plan) in order to be able to pay taxes due as a result of any Awards made under the Plan. Consequently, the Committee, upon the reasonable request of Participants, is authorized to and shall make loans to Participants ("Plan Loans") in amounts equal to the Participants' tax obligations resulting from any Award hereunder. The Plan Loans shall be made at such rates and upon such other terms as the Committee deems reasonable or appropriate. The Committee is further authorized to forgive repayment of all or any part of any Plan Loan at any time or from time to time, unconditionally or subject to such conditions as the Committee deems reasonable or appropriate.

    10. Amendments and Termination. The Committee may amend, suspend, discontinue or terminate the Plan, but no such action may, without the consent of the holder of any Award granted hereunder, alter or impair such Award.

    11. Period of Plan. The Plan has been adopted by the Board of Directors on, and shall be effective as of, March 1, 1999. Unless extended or earlier terminated by the board of Directors, the Plan shall continue in effect until, and shall terminate on, the tenth anniversary of the effective date of the Plan.

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EX-10.10

Exhibit 10.10

Restricted Share Agreement Between View Systems, Inc. and Bruce Lesniak

RESTRICTED SHARE AGREEMENT
UNDER THE
VIEW SYSTEMS, INC.
1999 RESTRICTED SHARE PLAN

    THIS AGREEMENT IS MADE THIS      , 1999, by and between View Systems, Inc., whose principal place of business is 925 West Kenyon Avenue, Suite 15, Englewood, Colorado 80110 (the "Company") and Lesniak & Associates, West 303 North 3211, Timber Hill Court, Pewaukee, Wisconsin (the "Grantee").

    WHEREAS, the Executive Compensation Committee (the "Committee") and the Board of Directors of the Company consider it desirable and in the Company's interest that the Grantee be granted its shares of common stock, par value $.001 per share, subject to certain restrictions and risk of forfeiture ("Restricted Shares"), in accordance with the terms and conditions of the Company's Restricted Share Plan (the "Plan").

    NOW THEREFORE, it is agreed as follows:

    12. Grant of Restricted Shares. The Company hereby grants to Grantee 140,000 Restricted Shares. Subject to the restrictions set forth in Section 2, the Grantee shall have all of the rights of a shareholder, including, without limitation, the right to vote the Restricted Shares and to receive dividends thereon.

    2. Restrictions. The following restrictions shall apply to each of the Restricted Shares until termination of the Restricted Period (as defined in Section 3) applicable to such Restricted Shares:

    (a) The Restricted Shares shall be forfeited and shall automatically be transferred to the Company, without further act by Grantee, in the event of termination of the Grantee's employment with the Company for any reason other than an Extraordinary Event (as defined in the Plan) during the Restricted Period.

    (b) During the Restricted Period, the Grantee shall have no right to transfer any of the Restricted Shares.

    3. Restricted Period.

    (a) Definition. For purposes of this Agreement and the Plan, the Restricted Period with respect to any Restricted Shares shall mean that period of time during which the restrictions described in Section 2 shall apply to such Restricted Shares.

    (b) Applicable Period. The restrictions specified in Section 2 above shall apply to the Restricted Shares in the amounts (expressed as a percentage of the total number of Restricted Shares granted hereunder) and for the periods specified below, after which the Restricted Shares will be owned free and clear of any restriction hereunder:

Number of Restricted Shares	Restricted Period From Date of Grant to:
140,000 shares	August 1, 1999

    Notwithstanding the foregoing, all restrictions shall expire upon the occurrence of an Extraordinary Event as specified in the Plan.

    4. Certificates for Stock.

    (a) Certificates representing the Restricted Stock shall be registered in the name of Grantee and shall bear the following legend:

SOME OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE RESTRICTED BY THE TERMS OF THE RESTRICTED STOCK AGREEMENT, DATED MARCH 1, 1999, AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS OF SUCH AGREEMENT.

    (b) At the request of the Grantee, the Company will issue a new certificate or certificates, without such restrictive legend, representing shares as to which the restrictions hereunder shall have terminated upon surrender to the Company of the certificate representing Restricted Shares.

    5. Dividends. Dividends paid on the Restricted Shares shall be paid, in cash or in unrestricted shares having a fair market value equal to the amount of such dividends and shall belong to the Grantee free of any restrictions.

    6. Plan; Applicable Law. This Restricted Share award is subject in all respects to the provisions of the Plan, a copy of which has been provided to the Grantee. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, excluding its provisions relating to conflicts of laws.

    IN WITNESS WHEREOF, the parties have caused this Agreement to be executed under seal, intending this to be a sealed instrument, as of the date first above written.

WITNESS/ATTEST:	VIEW SYSTEMS, INC.
	By:
	Name:
	Title:
	LESNIAK & ASSOCIATES
	Bruce Lesniak

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EX-10.11

Exhibit 10.11

Restricted Share Agreement Between View Systems, Inc. and John Curran

RESTRICTED SHARE AGREEMENT
UNDER THE
VIEW SYSTEMS, INC.
1999 RESTRICTED SHARE PLAN

    THIS AGREEMENT IS MADE as of March 1, 1999, by and between View Systems, Inc., whose principal place of business is 925 West Kenyon Avenue, Suite 15, Englewood, Colorado 80110 (the "Company") and John Curran, 6927 Decatur Street, Hyattsville, Maryland 20784 (the "Grantee").

    WHEREAS, the Executive Compensation Committee (the "Committee") and the Board of Directors of the Company consider it desirable and in the Company's interest that the Grantee be granted its shares of common stock, par value $.001 per share, subject to certain restrictions and risk of forfeiture ("Restricted Shares"), in accordance with the terms and conditions of the Company's Restricted Share Plan (the "Plan").

    NOW THEREFORE, it is agreed as follows:

    1. Grant of Restricted Shares. The Company hereby grants to Grantee 12,000 Restricted Shares. Subject to the restrictions set forth in Section 2, the Grantee shall have all of the rights of a shareholder, including, without limitation, the right to vote the Restricted Shares and to receive dividends thereon.

    2. Restrictions. The following restrictions shall apply to each of the Restricted Shares until termination of the Restricted Period (as defined in Section 3) applicable to such Restricted Shares:

    (a) The Restricted Shares shall be forfeited and shall automatically be transferred to the Company, without further act by Grantee, in the event of termination of the Grantee's employment with the Company for any reason other than an Extraordinary Event (as defined in the Plan) during the Restricted Period.

    (b) During the Restricted Period, the Grantee shall have no right to transfer any of the Restricted Shares.

    3. Restricted Period.

    (a) Definition. For purposes of this Agreement and the Plan, the Restricted Period with respect to any Restricted Shares shall mean that period of time during which the restrictions described in Section 2 shall apply to such Restricted Shares.

    (b) Applicable Period. The restrictions specified in Section 2 above shall apply to the Restricted Shares in the amounts (expressed as a percentage of the total number of Restricted Shares granted hereunder) and for the periods specified below, after which the Restricted Shares will be owned free and clear of any restriction hereunder:

Number of Restricted Shares	Restricted Period From Date of Grant to:
1000 shares	July 1, 1999
1000 shares	August 1, 1999
1000 shares	September 1, 1999
1000 shares	October 1, 1999
1000 shares	November 1, 1999
1000 shares	December 1, 1999
1000 shares	January 1, 2000
1000 shares	February 1, 2000
1000 shares	March 1, 2000
1000 shares	April 1, 2000
1000 shares	May 1, 2000
1000 shares	June 1, 2000

Notwithstanding the foregoing, all restrictions shall expire upon the occurrence of an Extraordinary Event as specified in the Plan.

    4. Certificates for Stock.

    (a) Certificates representing the Restricted Stock shall be registered in the name of Grantee and shall bear the following legend:

SOME OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE RESTRICTED BY THE TERMS OF THE RESTRICTED STOCK AGREEMENT, DATED MARCH 1, 1999 AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS OF SUCH AGREEMENT.

    (b) At the request of the Grantee, the Company will issue a new certificate or certificates, without such restrictive legend, representing shares as to which the restrictions hereunder shall have terminated upon surrender to the Company of the certificate representing Restricted Shares.

    5. Dividends. Dividends paid on the Restricted Shares shall be paid, in cash or in unrestricted shares having a fair market value equal to the amount of such dividends and shall belong to the Grantee free of any restrictions.

    6. Plan; Applicable Law. This Restricted Share award is subject in all respects to the provisions of the Plan, a copy of which has been provided to the Grantee. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, excluding its provisions relating to conflicts of laws.

    IN WITNESS WHEREOF, the parties have caused this Agreement to be executed under seal, intending this to be a sealed instrument, as of the date first above written.

WITNESS/ATTEST:	VIEW SYSTEMS, INC.
	By:
	Name:
	Title:
	John Curran

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EX-10.12

Exhibit 10.12

Restricted Share Agreement Between View Systems, Inc. and David Bruggeman

RESTRICTED SHARE AGREEMENT
UNDER THE
VIEW SYSTEMS, INC.
1999 RESTRICTED SHARE PLAN

    THIS AGREEMENT IS made as of March 1, 1999, by and between View Systems, Inc., whose principal place of business is 925 West Kenyon Avenue, Suite 15, Englewood, Colorado 80110 (the "Company") and David Bruggeman, 6529 Quiet hours #103, Columbia, Md. 21045 (the "Grantee").

    WHEREAS, the Executive Compensation Committee (the "Committee") and the Board of Directors of the Company consider it desirable and in the Company's interest that the Grantee be granted its shares of common stock, par value $.001 per share, subject to certain restrictions and risk of forfeiture ("Restricted Shares"), in accordance with the terms and conditions of the Company's Restricted Share Plan (the "Plan").

    NOW THEREFORE, it is agreed as follows:

    1. Grant of Restricted Shares. The Company hereby grants to Grantee 48,000 Restricted Shares. Subject to the restrictions set forth in Section 2, the Grantee shall have all of the rights of a shareholder, including, without limitation, the right to vote the Restricted Shares and to receive dividends thereon.

    2. Restrictions. The following restrictions shall apply to each of the Restricted Shares until termination of the Restricted Period (as defined in Section 3) applicable to such Restricted Shares:

    (a) The Restricted Shares shall be forfeited and shall automatically be transferred to the Company, without further act by Grantee, in the event of termination of the Grantee's employment with the Company for any reason other than an Extraordinary Event (as defined in the Plan) during the Restricted Period.

    (b) During the Restricted Period, the Grantee shall have no right to transfer any of the Restricted Shares.

    3. Restricted Period.

    (a) Definition. For purposes of this Agreement and the Plan, the Restricted Period with respect to any Restricted Shares shall mean that period of time during which the restrictions described in Section 2 shall apply to such Restricted Shares.

    (b) Applicable Period. The restrictions specified in Section 2 above shall apply to the Restricted Shares in the amounts (expressed as a percentage of the total number of Restricted Shares granted hereunder) and for the periods specified below, after which the Restricted Shares will be owned free and clear of any restriction hereunder:

Number of Restricted Shares	Restricted Period From Date of Grant to:
4,000 shares	April 1, 1999
4,000 shares	May 1, 1999
4,000 shares	June 1, 1999
4,000 shares	July 1, 1999
4,000 shares	August 1, 1999
4,000 shares	September 1, 1999
4,000 shares	October 1, 1999
4,000 shares	November 1, 1999
4,000 shares	December 1, 1999
4,000 shares	January 1, 2000
4,000 shares	February 1, 2001
4,000 shares	March 1, 2001

    Notwithstanding the foregoing, all restrictions shall expire upon the occurrence of an Extraordinary Event as specified in the Plan.

    4. Certificates for Stock.

    (a) Certificates representing the Restricted Stock shall be registered in the name of Grantee and shall bear the following legend:

SOME OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE RESTRICTED BY THE TERMS OF THE RESTRICTED STOCK AGREEMENT, DATED            AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS OF SUCH AGREEMENT.

    (b) At the request of the Grantee, the Company will issue a new certificate or certificates, without such restrictive legend, representing shares as to which the restrictions hereunder shall have terminated upon surrender to the Company of the certificate representing Restricted Shares.

    5. Dividends. Dividends paid on the Restricted Shares shall be paid, in cash or in unrestricted shares having a fair market value equal to the amount of such dividends and shall belong to the Grantee free of any restrictions.

    6. Plan; Applicable Law. This Restricted Share award is subject in all respects to the provisions of the Plan, a copy of which has been provided to the Grantee. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, excluding its provisions relating to conflicts of laws.

    IN WITNESS WHEREOF, the parties have caused this Agreement to be executed under seal, intending this to be a sealed instrument, as of the date first above written.

WITNESS/ATTEST:	VIEW SYSTEMS, INC.
	By:
	Name:
	Title:
	David C. Bruggeman

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EX-10.13

Exhibit 10.13

Restricted Share Agreement Between View Systems, Inc. and Gunther Than

RESTRICTED SHARE AGREEMENT
UNDER THE
VIEW SYSTEMS, INC.
1999 RESTRICTED SHARE PLAN

    THIS AGREEMENT IS MADE THIS      , 1999, by and between View Systems, Inc., whose principal place of business is 925 West Kenyon Avenue, Suite 15, Englewood, Colorado 80110 (the "Company") and Gunther Than, 28 Dekker Street, Golden, Colorado 80401 (the "Grantee").

    WHEREAS, the Executive Compensation Committee (the "Committee") and the Board of Directors of the Company consider it desirable and in the Company's interest that the Grantee be granted its shares of common stock, par value $.001 per share, subject to certain restrictions and risk of forfeiture ("Restricted Shares"), in accordance with the terms and conditions of the Company's Restricted Share Plan (the "Plan").

    NOW THEREFORE, it is agreed as follows:

    1. Grant of Restricted Shares. The Company hereby grants to Grantee 300,000 Restricted Shares. Subject to the restrictions set forth in Section 2, the Grantee shall have all of the rights of a shareholder, including, without limitation, the right to vote the Restricted Shares and to receive dividends thereon.

    2. Restrictions. The following restrictions shall apply to each of the Restricted Shares until termination of the Restricted Period (as defined in Section 3) applicable to such Restricted Shares:

    (a) The Restricted Shares shall be forfeited and shall automatically be transferred to the Company, without further act by Grantee, in the event of termination of the Grantee's employment with the Company for any reason other than an Extraordinary Event (as defined in the Plan) during the Restricted Period.

    (b) During the Restricted Period, the Grantee shall have no right to transfer any of the Restricted Shares.

    3. Restricted Period.

    (a) Definition. For purposes of this Agreement and the Plan, the Restricted Period with respect to any Restricted Shares shall mean that period of time during which the restrictions described in Section 2 shall apply to such Restricted Shares.

    (b) Applicable Period. The restrictions specified in Section 2 above shall apply to the Restricted Shares in the amounts (expressed as a percentage of the total number of Restricted Shares granted hereunder) and for the periods specified below, after which the Restricted Shares will be owned free and clear of any restriction hereunder:

Number of Restricted Shares	Restricted Period From Date of Grant to:
150,000 shares	April 2, 1999
150,000 shares	April 2, 2000

Notwithstanding the foregoing, all restrictions shall expire upon the occurrence of an Extraordinary Event as specified in the Plan.

    4. Certificates for Stock.

    (a) Certificates representing the Restricted Stock shall be registered in the name of Grantee and shall bear the following legend:

SOME OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE RESTRICTED BY THE TERMS OF THE RESTRICTED STOCK AGREEMENT, DATED            AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS OF SUCH AGREEMENT.

    (b) At the request of the Grantee, the Company will issue a new certificate or certificates, without such restrictive legend, representing shares as to which the restrictions hereunder shall have terminated upon surrender to the Company of the certificate representing Restricted Shares.

    5. Dividends. Dividends paid on the Restricted Shares shall be paid, in cash or in unrestricted shares having a fair market value equal to the amount of such dividends and shall belong to the Grantee free of any restrictions.

    6. Plan; Applicable Law. This Restricted Share award is subject in all respects to the provisions of the Plan, a copy of which has been provided to the Grantee. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, excluding its provisions relating to conflicts of laws.

    IN WITNESS WHEREOF, the parties have caused this Agreement to be executed under seal, intending this to be a sealed instrument, as of the date first above written.

WITNESS/ATTEST:	VIEW SYSTEMS, INC.
	By:
	Name:
	Title:
	Gunther Than

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EX-10.14

Exhibit 10.14

Restricted Share Agreement Between View Systems, Inc. and Andrew L. Jiranek

RESTRICTED SHARE AGREEMENT
UNDER THE
VIEW SYSTEMS, INC.
1999 RESTRICTED SHARE PLAN

    THIS AGREEMENT IS MADE THIS      , 1999, by and between View Systems, Inc., whose principal place of business is 925 West Kenyon Avenue, Suite 15, Englewood, Colorado 80110 (the "Company") and Andrew L. Jiranek, 10426 Falls Rd., Lutherville, Maryland 21046 (the "Grantee").

    WHEREAS, the Executive Compensation Committee (the "Committee") and the Board of Directors of the Company consider it desirable and in the Company's interest that the Grantee be granted its shares of common stock, par value $.001 per share, subject to certain restrictions and risk of forfeiture ("Restricted Shares"), in accordance with the terms and conditions of the Company's Restricted Share Plan (the "Plan").

    NOW THEREFORE, it is agreed as follows:

    1. Grant of Restricted Shares. The Company hereby grants to Grantee 100,000 Restricted Shares. Subject to the restrictions set forth in Section 2, the Grantee shall have all of the rights of a shareholder, including, without limitation, the right to vote the Restricted Shares and to receive dividends thereon.

    2. Restrictions. The following restrictions shall apply to each of the Restricted Shares until termination of the Restricted Period (as defined in Section 3) applicable to such Restricted Shares:

    (a) The Restricted Shares shall be forfeited and shall automatically be transferred to the Company, without further act by Grantee, in the event of termination of the Grantee's employment with the Company for any reason other than an Extraordinary Event (as defined in the Plan) during the Restricted Period.

    (b) During the Restricted Period, the Grantee shall have no right to transfer any of the Restricted Shares.

    3. Restricted Period.

    (a) Definition. For purposes of this Agreement and the Plan, the Restricted Period with respect to any Restricted Shares shall mean that period of time during which the restrictions described in Section 2 shall apply to such Restricted Shares.

    (b) Applicable Period. The restrictions specified in Section 2 above shall apply to the Restricted Shares in the amounts (expressed as a percentage of the total number of Restricted Shares granted hereunder) and for the periods specified below, after which the Restricted Shares will be owned free and clear of any restriction hereunder:

Number of Restricted Shares	Restricted Period From Date of Grant to:
50,000 shares	April 2, 1999
50,000 shares	July 5, 1999

Notwithstanding the foregoing, all restrictions shall expire upon the occurrence of an Extraordinary Event as specified in the Plan.

    4. Certificates for Stock.

    (a) Certificates representing the Restricted Stock shall be registered in the name of Grantee and shall bear the following legend:

SOME OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE RESTRICTED BY THE TERMS OF THE RESTRICTED STOCK AGREEMENT, DATED            AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS OF SUCH AGREEMENT.

    (b) At the request of the Grantee, the Company will issue a new certificate or certificates, without such restrictive legend, representing shares as to which the restrictions hereunder shall have terminated upon surrender to the Company of the certificate representing Restricted Shares.

    5. Dividends. Dividends paid on the Restricted Shares shall be paid, in cash or in unrestricted shares having a fair market value equal to the amount of such dividends and shall belong to the Grantee free of any restrictions.

    6. Plan; Applicable Law. This Restricted Share award is subject in all respects to the provisions of the Plan, a copy of which has been provided to the Grantee. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, excluding its provisions relating to conflicts of laws.

    IN WITNESS WHEREOF, the parties have caused this Agreement to be executed under seal, intending this to be a sealed instrument, as of the date first above written.

WITNESS/ATTEST:	VIEW SYSTEMS, INC.
	By:
	Name:
	Title:
	Andrew L. Jiranek

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EX-10.15

Exhibit 10.15

Restricted Share Agreement Between View Systems, Inc. and Linda Than

RESTRICTED SHARE AGREEMENT
UNDER THE
VIEW SYSTEMS, INC.
1999 RESTRICTED SHARE PLAN

    THIS AGREEMENT IS MADE THIS      , 1999, by and between View Systems, Inc., whose principal place of business is 925 West Kenyon Avenue, Suite 15, Englewood, Colorado 80110 (the "Company") and Linda Than, 28 Dekker Street, Golden, Colorado 80401 (the "Grantee").

    WHEREAS, the Executive Compensation Committee (the "Committee") and the Board of Directors of the Company consider it desirable and in the Company's interest that the Grantee be granted its shares of common stock, par value $.001 per share, subject to certain restrictions and risk of forfeiture ("Restricted Shares"), in accordance with the terms and conditions of the Company's Restricted Share Plan (the "Plan").

    NOW THEREFORE, it is agreed as follows:

    1. Grant of Restricted Shares. The Company hereby grants to Grantee 100,000 Restricted Shares. Subject to the restrictions set forth in Section 2, the Grantee shall have all of the rights of a shareholder, including, without limitation, the right to vote the Restricted Shares and to receive dividends thereon.

    2. Restrictions. The following restrictions shall apply to each of the Restricted Shares until termination of the Restricted Period (as defined in Section 3) applicable to such Restricted Shares:

    (a) The Restricted Shares shall be forfeited and shall automatically be transferred to the Company, without further act by Grantee, in the event of termination of the Grantee's employment with the Company for any reason other than an Extraordinary Event (as defined in the Plan) during the Restricted Period.

    (b) During the Restricted Period, the Grantee shall have no right to transfer any of the Restricted Shares.

    3. Restricted Period.

    (a) Definition. For purposes of this Agreement and the Plan, the Restricted Period with respect to any Restricted Shares shall mean that period of time during which the restrictions described in Section 2 shall apply to such Restricted Shares.

    (b) Applicable Period. The restrictions specified in Section 2 above shall apply to the Restricted Shares in the amounts (expressed as a percentage of the total number of Restricted Shares granted hereunder) and for the periods specified below, after which the Restricted Shares will be owned free and clear of any restriction hereunder:

Number of Restricted Period	Restricted Shares From Date of Grant to:
50,000 shares	April 2, 1999
50,000 shares	July 5, 1999

Notwithstanding the foregoing, all restrictions shall expire upon the occurrence of an Extraordinary Event as specified in the Plan.

    4. Certificates for Stock.

    (a) Certificates representing the Restricted Stock shall be registered in the name of Grantee and shall bear the following legend:

SOME OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE RESTRICTED BY THE TERMS OF THE RESTRICTED STOCK AGREEMENT, DATED            AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS OF SUCH AGREEMENT.

    (b) At the request of the Grantee, the Company will issue a new certificate or certificates, without such restrictive legend, representing shares as to which the restrictions hereunder shall have terminated upon surrender to the Company of the certificate representing Restricted Shares.

    5. Dividends. Dividends paid on the Restricted Shares shall be paid, in cash or in unrestricted shares having a fair market value equal to the amount of such dividends and shall belong to the Grantee free of any restrictions.

    6. Plan; Applicable Law. This Restricted Share award is subject in all respects to the provisions of the Plan, a copy of which has been provided to the Grantee. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, excluding its provisions relating to conflicts of laws.

    IN WITNESS WHEREOF, the parties have caused this Agreement to be executed under seal, intending this to be a sealed instrument, as of the date first above written.

WITNESS/ATTEST:	VIEW SYSTEMS, INC.
	By:
	Name:
	Title:
	Linda Than

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EX-10.16

Exhibit 10.16

View Systems, Inc. 1999 Employee Stock Option Plan

VIEW SYSTEMS, INC.
1999 STOCK OPTION PLAN

    1. Purpose of the Plan. Under this Stock Option Plan (the "Plan") of View Systems, Inc. (the "Company") options may be granted to eligible employees to purchase shares of the Company's capital stock. The Plan is designed to enable the Company to attract, retain and motivate its employees by providing for or increasing the proprietary interests of such employees in the Company. The Plan provides for options which qualify as incentive stock options ("ISO") under Section 422 of the Internal Revenue Code of 1986, as amended (the "Tax Code"), as well as options which do not so qualify ("Non-ISO"). ISOs and Non- ISOs shall sometimes collectively be referred to as "options."

    2. Stock Subject to Plan. The maximum number of shares of stock for which options granted hereunder may be exercised shall be four million five hundred thousand (4,500,000) shares of common stock with par value of $.001, subject to the adjustments provided in Sections 10 and 11. Shares of stock subject to the unexercised portions of any options granted under this Plan which expire or terminate or are cancelled may again be subject to options under the Plan. When the exercise price for an option granted under this Plan is paid with previously outstanding shares or with shares as to which the option is being exercised, as permitted in Section 8, the total number of shares of stock for which further options may be granted under this Plan shall be irrevocably reduced by the total number of shares for which such option is thus exercised, without regard to the number of shares received or retained by the Company in connection with that exercise.

    3. Eligible Employees. The employees eligible to be considered for the grant of options hereunder are any persons regularly employed by the Company on a full-time, salaried basis. Non-ISOs may be granted to an employee, officer or director of the Company, regardless of whether the director is an officer or employee, and to any independent contractor. Each person receiving options shall sometimes be referred to as "optionee."

    4. Minimum Exercise Price. The exercise price shall be determined by the Committee (hereinafter defined). The exercise price for each ISO granted hereunder shall be not less than 100% of the fair market value of the stock at the date of the grant of the option; provided, that, if an ISO is granted to a person who, on the date of grant, owns, either directly or indirectly within the meaning of Section 424(d) of the Tax Code, more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of an Affiliate of the Company, then the option price specified in the ISO shall be at least one hundred ten percent (110%) of the fair market value, on the date of grant, of the shares of common stock subject thereto.

    5. Nontransferability. Any option granted under this Plan is nontransferable by the optionee other than by will or the laws of descent and distribution and is exercisable during the optionee's lifetime only by him or by his guardian or legal representative. No option shall in any manner be liable for, or subject to, the debts, liabilities, or other obligations of optionee.

    5.1. If an optionee ceases to be employed by the Company by reason of such optionee's death, any options held by such optionee shall pass to the person or persons entitled thereto pursuant to the will of the optionee or the applicable laws of descent and distribution (such person or persons are sometimes herein referred to collectively as the "Qualified Successor" of the optionee), and shall be exercisable by the Qualified Successor as to any options that were exercised as of the date of death of the optionee in accordance with the terms of the applicable option agreement for a period of one (1) year following the death of optionee.

    5.2. In the event a guardian (the "Guardian") is appointed for an optionee whose employment is terminated by the Company by reason of such optionee's disability, as defined in Section 22(e)(3) of the Tax Code, any option held by such optionee that could have been exercised immediately prior to such termination of employment shall be exercisable by the Guardian of such optionee for a period of one (1) year following the termination of employment of such optionee.

    5.3. If an optionee who has ceased to be employed by the Company or by any Affiliate of the Company by reason of such optionee's disability, as defined in Section 22(e)(3) of the Tax Code, dies within six (6) months after the termination of such employment, any option held by such optionee that could have been exercised immediately prior to his or her death shall pass to the Qualified Successor of such optionee, and shall be exercisable by the Qualified Successor for a period of one (1) year following the termination of employment of such optionee.

    5.4 If an Optionee has ceased to be employed by the Company or by any Affiliate of the Company because Optionee has been terminated by the Company for cause, then all options terminate immediately. If Optionee ceases to be employed by the Company because Optionee has ceased employment without cause, then Optionee must exercise all options vested in Optionee within 3 months of termination of Optionee's employment, or the options lapse. Notwithstanding the foregoing, the Committee or the Board of Directors of the Company may agree otherwise with respect to any Optionee.

    5.5 Notwithstanding anything to the contrary in this Plan, except as otherwise provided in an applicable option agreement, the vesting of options held by a Qualified Successor or exercisable by a Guardian shall cease on the date the optionee's employment is terminated for any reason, including, without limitation, death or disability.

    5.6. In the event that two or more persons constitute the Qualified Successor or the Guardian of an optionee, all rights of such Qualified Successor or such guardian shall be exercisable, if at all, by the unanimous agreement of such persons.

    5.7. Employment shall be considered as continuing intact during any military or sick leave or other bona fide leave of absence if the period of such leave does not exceed ninety (90) days or, if longer, for so long as the optionee's right to reemployment with the Company or an Affiliate thereof is guaranteed either by statute or by contract. If the period of such leave exceeds ninety (90) days and his or her reemployment is not guaranteed, then his or her employment shall be deemed to have terminated on the ninety-first (91st) day of such leave.

    6. Maximum Option Term/Limitation on Grant of ISOs. No option granted under this Plan may be exercised in whole or in part more than ten years after its date of grant; provided, however, if an ISO is granted to a person who, on the date of grant owns, either directly or indirectly within the meaning of Section 424(d) of the Tax Code, more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of an Affiliate of the Company, the period of time during which the option shall be exercisable shall in no event be more than five (5) years following its date of grant.

    If the aggregate fair market value of stock with respect to which ISOs first become exercisable by an Optionee in any calendar year exceeds $100,000, taking into account stock subject to all ISOs granted by the Company which are held by such optionee, the excess will be treated as Non-ISOs. To determine whether the $100,000 limit is exceeded, the fair market value of stock subject to options shall be determined as of the date of grant of the options. In reducing the number of options treated as ISOs to meet the $100,000 limit, the earliestgranted options shall be reduced first. If a reduction of simultaneously granted options is necessary to meet the $100,000 limit, the Company may designate which stocks are to be treated as stock acquired pursuant to an ISO.

    7. Plan Duration. Options may not be granted under this Plan more than ten years after the date of the adoption of this Plan, or of shareholder approval thereof, whichever is earlier.

    8. Payment. Payment for stock purchased upon any exercise of an option granted under this Plan shall be made in full in cash concurrently with such exercise, except that, if and to the extent the instrument evidencing the option so provides, or if the Committee so permits, and if the Company is not then prohibited from purchasing or acquiring shares of such stock, such payment may be made in whole or in part with shares of the same class of stock as that then subject to the option, delivered in lieu of cash concurrently with such exercise, the shares so delivered to be valued on the basis of the fair market value of the stock (determined in a manner specified in the instrument evidencing the option) on the day preceding the date of exercise. If and while payment with stock is permitted for the exercise of an option granted under this Plan in accordance with the foregoing provision, the person then entitled to exercise that option may, in lieu of using previously outstanding shares therefor, use some of the shares as to which the option is then being exercised.

    9. Administration. The Plan shall be administered by the Board of Directors of the Company (the "Board") or by a Committee of the Board appointed in accordance with this Section 9. (The Board, or the committee, if appointed, are referred to in this Plan as the "Committee").

    At any time, the Board may appoint a Committee, consisting of not less than two of its members to administer the Plan on behalf of the Board in accordance with such terms and conditions not inconsistent with this Plan as the Board may prescribe. Once appointed, members of the Committee shall continue to serve until otherwise directed by the Board. From time to time the Board may increase the size of the Committee and appoint additional members, remove members (with or without cause) and appoint new members in their place, fill vacancies however caused, and/or remove all members of the Committee and thereafter directly administer the Plan.

    Notwithstanding the foregoing provisions of this Section 9, if the Company registers any class of any equity security under Section 12 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), from the effective date of such registration until six months after the termination of such registration, the Plan shall be administered as follows:

    The Plan shall be administered by the Board or by the Committee appointed in accordance with the following procedures:

    At any time, if the Board is unable to act under state law or if the Board, in its discretion desires, it shall appoint two or more of its members, all of whom are Non-Employee Directors, to the Committee to administer the Plan on behalf of the Board in accordance with such terms and conditions not inconsistent with this Plan as the Board may prescribe. Once appointed, the Committee shall continue to serve until otherwise directed by the Board. From time to time, the Board may increase the size of the Committee and appoint additional members (all of whom shall be Non-Employee Directors), remove members (with or without cause) and appoint new members in their place, fill vacancies however caused, or remove all members of the Committee and thereafter directly administer the Plan so long as the Board may act under state law. At no time shall a person who is not a Non-Employee Director serve on the Committee appointed under this Section, nor shall such Committee at any time have been less than two members. The term "Non-Employee-Director" shall be as defined in 17 C.F.R. 240.16b-3(b)(3)(i), as the same may be amended from time to time.

    The Committee shall have the authority to: administer the Plan in accordance with its express terms; determine all questions arising in connection with the administration, interpretation, and application of the Plan, including all questions relating to the value of the common stock; correct any defect, supply any information, or reconcile any inconsistency in such manner and to such extent as shall be deemed necessary or advisable to carry out the purpose of the Plan; prescribe, amend, and rescind rules and regulations relating to the administration of the Plan; determine the duration and purposes of leaves of absence which may be granted to participants without constituting a termination of employment for purposes of the Plan; select, based on the eligibility criteria set forth herein, those officers, employees and directors to whom options shall be granted; determine whether the Company shall grant ISOs or Non-ISOs, the terms and provisions of the respective option agreements to be entered into with such persons (which need not be identical with the terms of any other such agreement and which may include, without limitation, provisions granting to one or more officers of the Company, a proxy covering the shares acquired by the optionee upon exercise of one of more options), when such options shall be granted and the number of shares of common stock subject to each option; convert an ISO into a Non-ISO in accordance with Section 16 below; and; make all other determinations necessary or advisable for administration of the Plan.

    Exercise of the foregoing authority by the Committee shall be consistent with the intent that the ISOs issued under the Plan be qualified under the terms of Section 422 of the Tax Code, and the Non-ISOs shall not be so qualified. All determinations made by the Committee in good faith on matters referred to in this Section 9 shall be final, conclusive, and binding upon all persons. The Committee shall have all powers necessary or appropriate to accomplish its duties under this Plan.

    With respect to each option to be granted to a person designated by the Committee in accordance with this Section, the Committee shall specify the following terms: Whether the option is an ISO or a Non-ISO; the number of shares of common stock subject to purchase pursuant to the option; the date on which the grant of the option shall be effective (the "date of grant"); the price at which and time period during which the option shall be exercisable.

    For any options granted hereunder,the Committee shall have complete discretion with respect to the terms of such vesting schedule, including, without limitation, discretion (a) to allow full and immediate vesting upon grant of the option, (b) to permit partial vesting in stated percentage-amounts based on the length of the holding period of the option, (c) to permit full vesting after a stated holding period has passed, (d) to permit vesting only upon the satisfaction of financial or other performance criteria established and specified by the Committee in the option agreement, or (e) with the consent of the person and subject to the limitations set forth herein, to modify the vesting schedule of any outstanding option.

    At the discretion of the Committee, any Optionee may be required to enter into an agreement with the Company and such other parties designated by the Company, whereby the optionee agrees not to sell any shares of common stock previously acquired upon exercise of any option, for a period not to exceed 180 days, before and after a public offering of the Company's securities under the Securities Act of 1933, as amended; and such other terms and conditions as the Committee deems advisable and as are consistent with the purpose of this Plan; all shares of common stock issued upon exercise of an option shall be subject to the Company's rights under Section 13 below.

    10. Adjustments. If there is a material alteration in the capital structure of the Company on account of a reorganization, merger, recapitalization, exchange of shares, stock split, reverse stock split, stock dividend, or otherwise, the Committee shall make such adjustments to this Plan and to the options then outstanding under this Plan as the Committee determines to be appropriate and equitable under the circumstances so that the proportionate interest of that holder of any such outstanding option shall, to the extent practicable, be maintained as before the occurrence of such event. Such adjustments may include, without limitation, (a) a change in the number of, or kind of shares of stock of the Company covered by the options, and/or (b) a change in the option price payable per share; provided, however, that the aggregate option price applicable to the unexercised portion of existing options shall not be altered, it being intended that any adjustments made with respect to such options shall apply only to the price per share and the number of shares subject thereto. For purposes of this Section 10, neither (i) the issuance of additional shares of stock of the Company in exchange for adequate consideration (including services), nor (ii) the conversion of preferred shares of the Company or any other instrument convertible into common stock, shall be deemed material alterations of the capital structure of the Company.

    11. Corporate Reorganizations. Subject to the giving of notice pursuant to this Section, the vesting of all options granted or agreed to be granted under the Plan shall be accelerated (so that the Optionee can exercise all of the options that the Company has agreed to grant to Optionee) upon the earlier of the occurrence of (a) the dissolution or liquidation of the Company; (b) a reorganization, merger, or consolidation of the Company with one or more corporations as a result of which, immediately following such reorganization, merger or consolidation, the shareholders of the Company as a group will hold less than a majority of the outstanding capital stock of the surviving corporation, including such reorganizations, mergers or consolidations where the Company will not be the surviving corporation; (c) the sale of all or substantially all of the assets of the Company; or (d) upon the occurrence of an event whereby any person or entity, including any "beneficial owner" as defined or used in Section 13(d)(3) of the 1934 Act, acquires common stock representing fifty percent (50%) or more of the combined voting power of the voting securities of the Company (collectively the "Terminating Events" and individually a "Terminating Event").

    The Company shall give notice to holders of options not less than thirty (30) days prior to the consummation of a Terminating Event as defined in this Section. Upon the date specified in such notice, subject to the discretion of the Committee to accelerate the vesting of all non-vested options, the vesting of all options under the Plan shall cease, all vested options shall become immediately exercisable, all non-vested options shall immediately terminate, and all such vested options which have not been exercised shall terminate. Adjustments and determinations under this Section shall be made by the Committee (upon the advice of counsel), whose decisions as to what adjustments or determinations shall be made, and the extent thereof, shall be final, binding, and conclusive.

    12. Termination of Options. To the extent not earlier exercised, an option shall terminate at the earliest of the following dates.

    12.1. The date of termination specified for such option in the respective option agreement.

    12.2. One (1) year following the termination of the optionee's employment with the Company by reason of the optionee's disability (within the meaning of Section 22(e)(3) of the Tax Code);

    12.3. Ninety (90) days after the date of termination of the optionee's employment with the Company for any reason other than the optionee's death or disability (as defined in Section 12.2 above) unless such termination is for cause in which case the option shall immediately terminate;

    12.4. The date of any sale, transfer or hypothecation, or any attempted sale, transfer or hypothecation of an option in violation of Section 5 above;

    12.5. Notwithstanding any other provisions set forth herein or in any option agreement issued hereunder, if optionee shall (i) commit any act of malfeasance or wrongdoing affecting the Company, (ii) breach any covenant not to compete confidentiality obligationsor employment contract with Company, or (iii) engage in conduct that would warrant optionee's discharge for cause (excluding general dissatisfaction with the performance of optionee's duties, but including any act of disloyalty or any conduct clearly tending to bring discredit upon Company), then any unexercised portion of the options granted shall immediately terminate and be void; or

    12.6. The date specified in Section 11 above for such termination in the event of a Terminating Event.

    13. Conditions Upon Issuance of Shares.

    13.1. Shares shall not be issued pursuant to the exercise of any option unless the exercise of such option and the issuance and delivery of the shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended (the "1933 Act"), the 1934 Act, all applicable state securities law, and the rules and regulations promulgated thereunder, and the requirements of any stock exchange or automatic quotation system upon which the shares may then be listed or otherwise traded, and such compliance has been confirmed by counsel for the Company.

    13.2. Each option granted hereunder shall be evidenced by a written agreement executed by the Company and the optionee. Such agreement shall contain the terms of the option as specified herein, together with such other terms, conditions, and provisions as the Committee deems advisable. At the discretion of the Committee, the agreement may also provide that, by accepting the option granted under this Plan, the optionee, for himself or herself, for his or her Guardian, and for his or her heirs, successors and assigns:

    13.2.1. Recognizes, agrees and acknowledges that no registration statement under the 1933 Act or under any state securities law has been filed as to either the option or the shares of common stock purchased upon any exercise of such option; and that any and all such shares shall be acquired for investment and not for resale or distribution;

    13.2.2. Agrees that the shares of common stock may not be sold or transferred unless there is either (a) an effective registration statement under the 1933 Act and compliance with governing state securities law, or (b) an opinion of counsel satisfactory to the Company that the sale or transfer is exempt from registration under the 1933 Act and governing state laws;

    13.2.3. Acknowledges and consents to the appearance of a printed legend on each stock certificate issued with respect to options granted under this Plan which shall read, in substance, as follows:

NOTICE: RESTRICTIONS ON TRANSFER

The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any state securities laws (collectively the "Acts"), have been acquired for investment only and may not be offered, sold, transferred, encumbered or otherwise disposed of unless there is (A) either (i) an effective registration statement under the Acts and compliance therewith, or (ii) an opinion of counsel (provided at Stockholder expense) satisfactory to the corporation that the sale or transfer is exempt from registration under the Acts and (B) satisfaction of certain conditions set forth in a written agreement between the corporation and the record holder hereof and/or in the VIEW SYSTEMS, INC. Stock Option Plan. Information concerning these restrictions may be obtained from the corporation or its legal counsel. Any offer or disposition of these securities without satisfaction of such conditions will be wrongful and will not entitle the transferee to register ownership of the securities with the corporation.

    13.2.4. Agrees that, in the event of a claim against the Company resulting from a breach of the representations or the terms and conditions contained in such agreement, the optionee will indemnify and hold the Company harmless from any loss or damage, including attorney's fees or other legal expenses, incurred in the defense or payment of any such claims against the Company.

    13.3. The Company's inability to obtain authority from any regulatory body having jurisdiction over the issuance and delivery of the shares pursuant to the exercise of options, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any shares of common stock hereunder, shall relieve the Company of any liability with respect to the failure to issue or sell such shares.

    14. Financial Assistance. The Company is vested with discretionary authority under this Plan to assist any employee to whom an option is granted hereunder (including any director or officer of the Company or any of its subsidiaries who is also an employee) in the payment of the purchase price payable on exercise of that option, by lending the amount of such purchase price to such employee on such terms and at such rates of interest and upon such security (or unsecured) as shall have been authorized by or under authority of the Board.

    15. Conversion of ISOs into Non-ISOs.

    At the written request of any ISO optionee, the Committee, in its discretion, may take any actions as may be necessary to convert such optionee's ISO (or any installments or portions of installments thereof) that have not been exercised on the date of conversion into Non-ISOs at any time prior to the expiration of such ISOs, regardless of whether the optionee is an officer, employee, director, agent, consultant or independent contractor of the Company or of any Affiliate of the Company at the time of such conversion. Subject to the limitations set forth in this Plan, such actions may include, without limitation, extending the exercise period or reducing the exercise price of the appropriate installments of such ISOs. At the time of such conversion, the Committee, with the consent of the optionee, may impose such conditions on the exercise of the resulting Non-ISOs, and no such conversion shall occur until and unless the Committee takes appropriate action. The Committee, with the consent of the optionee, may also terminate any portion of any ISO that has not been exercised at the time of such conversion.

    16. Amendment and Termination. The Board may alter, amend, suspend or terminate this Plan, provided that no such action shall deprive an optionee, without his consent, of any option granted to the optionee pursuant to this Plan or of any of his rights under such option. Except as herein provided, no such action of the Board, unless taken with the approval of the shareholders of the Company, may:

    (a) increase the maximum number of shares for which options granted under this Plan may be exercised;

    (b) reduce the minimum permissible exercise price;

    (c) extend the ten-year duration of this Plan set forth herein; or

    (d) alter the class of employees eligible to receive options under the Plan.

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EX-10.17

Exhibit 10.17

Non-Qualified Stock Option Agreement with Gunther Than

Non-Qualified Option No. 3
No. of Shares: 60,000

THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR WITH ANY STATE SECURITIES REGULATORS AND ARE OFFERED PURSUANT TO ONE OR MORE EXEMPTIONS AVAILABLE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS. TRANSFER OF THESE SECURITIES IS RESTRICTED AS PROVIDED IN SECTION 5 BELOW.

VIEW SYSTEMS, INC.
STOCK OPTION
AND
STOCK OPTION AGREEMENT

    This Stock Option is granted and this Stock Option Agreement (the "Agreement") is executed by and between View Systems, Inc., a Florida corporation (the "Company"), and Gunther Than, 28 Dekker Street, Golden, Colorado 80401 (the "Optionee"), effective September 16, 1999.

RECITALS

    A. The Company has duly adopted the View Systems, Inc. 1999 Stock Option Plan, a copy of which is attached hereto as Exhibit A (the "Plan").

    B. The Plan authorizes the Board of Directors or a Committee appointed by the Board of the Company to grant stock options to officers and employees.

    C. The Board of Directors has selected the Optionee to receive stock options under the Plan.

    D. Optionee understands that the Company grants Optionee stock options with the expectation that Optionee will significantly contribute to the future growth of the Company and attainment of its goal of achieving a size and make-up suitable for public equity markets.

    NOW, THEREFORE, THE COMPANY AND THE OPTIONEE COVENANT AND AGREE AS FOLLOWS:

    1. Number of Shares Subject to Option and Option Price. The Company hereby grants to the Optionee a non-qualified Stock Option (not qualified under Section 422 of the Internal Revenue Code of 1986 as amended) (the "Option") to purchase from the Company Sixty Thousand (60,000) shares of the common stock of the Company, $.001 par value (the "Common Stock") at an exercise price of $.01 per share. The Option is exercisable upon the terms and conditions contained herein.

    2. Additional Terms of the option. Subject to the provisions of Paragraph 3 below, the Option shall have the following terms:

    2.1. The effective date of the grant of the Option shall be September 1, 1999.

    2.2. The Options shall vest and expires as follows:

Vesting Date	Number of Options	Cumulative Percentage Vested		Expiration Date
July 1, 1999	5,000		%	July 1, 2004
August 1, 1999	5,000		%	August 1, 2004
September 1, 1999	5,000		%	September 1, 2004
October 1, 1999	5,000		%	October 1, 2004
November 1, 1999	5,000		%	November 1, 2004
December 1, 1999	5,000		%	December 1, 2004
January 1, 2,000	5,000		%	January 1, 2004
February 1, 2,000	5,000		%	February 1, 2004
March 1, 2,000	5,000		%	March 1, 2004
April 1, 2,000	5,000		%	April 1, 2004
May 1, 2,000	5,000		%	May 1, 2004
June 1, 2,000	5,000		%	June 1, 2004

    2.3 To the extent vested, the Option may be exercised in whole or in part at any time and from time to time prior to the Expiration Date.

    2.4. The Option must be exercised, if at all, as to a whole number of shares.

    3. Incorporation by Reference of the Terms and Conditions of the Plan. The terms and conditions of this Option shall be subject to all of the terms and conditions of the Plan, which are expressly incorporated by reference into this Agreement to the same extent and with the same effect as set forth herein. In the event of a conflict or inconsistency between the terms and conditions set forth in this Agreement and the terms and conditions of the Plan shall control.

    4. Exercise of the Option: Delivery of Certificates.

    4.1 The Option may be exercised only in accordance with the terms and conditions of Section 8 of the Plan and by delivery to the Company of a Notice of Exercise substantially in the form of Exhibit B, including all exhibits and attachments thereto.

    4.2 Within a reasonable time after exercise, the Company shall deliver to the Optionee a certificate for the shares of Common Stock for which exercise of the Option was made and, unless the Option has expired or been exercised in full, a new Stock Option Agreement covering the balance of the shares of Common Stock covered by this Option for which exercise has not been made. Unless otherwise agreed to by the Company and the Optionee, the new agreement shall have the same terms and conditions of this Option and Agreement (except as to the number of shares of Common Stock subject thereto and except to the extent that the Plan has been modified or amended, in which case the new Option and agreement shall reflect the modified and amended terms and conditions of the Plan).

    5. Transferability of the Option. The Option is transferable only in accordance with Section 5 of the Plan.

    6. Warranties and Representations of the Optionee. By executing this Agreement, the Optionee accepts the Option and agrees to be bound by all of the terms of the Option, this Agreement and the Plan. In accepting the Option, the Optionee warrants to the Company and agrees with the Company as follows:

    6.1 The Optionee will abide by all of the terms and provisions of the Option, this Agreement and the Plan.

    6.2 The Optionee recognizes, agrees and acknowledges that no registration statement under the Securities Act of 1933, as amended, or under any state securities law has been filed with respect to the Option or any shares of Common Stock to be purchased upon exercise of the Option.

    6.3 The Optionee warrants and represents that the Option and any shares of Common Stock of the Company purchased upon exercise of the Option will be acquired and held by the Optionee for his or her own account, for investment purposes only, and not with a view towards the distribution or public offering thereof nor with any present intention of reselling or distributing the same at any particular future time.

    6.4 The Optionee agrees not to sell, transfer or otherwise dispose of the Option or any shares of Common Stock of the Company purchased upon exercise of the Option, except as specifically permitted by this Agreement and the Plan.

    7. Procedures upon Permitted Transfer. The sale, gift, pledge, encumbrance or other transfer of all or any of the shares of Common Stock shall be subject to the conditions set forth in the restrictive legend found in Section 13 of the Plan.

    8. Indemnification by the Optionee. The Optionee agrees to indemnity and hold the Company harmless from any loss or damage, including attorney's fees or other legal expenses, incurred in the defense or payment of any such claim against the Company resulting from a breach by the Optionee of the representations, warranties or provisions contained in this Agreement.

    9. Financial Statements; Disclosure Information. Optionee shall deliver to the Company written notice of Optionee's intent to exercise this Option at least ten (10) days prior to the date of such exercise. Upon receipt of such notice, the Company shall promptly provide the Optionee and the Optionee's professional financial advisors with access to the Company's most recent audited financial statements (and, if available, audited financial statements for the two preceding fiscal years) and disclosure information that it has filed with the SEC or NASD under the Securities Act of 1933 and the Securities and Exchange Act of 1934 and any associated rules and regulations.

    10. No Right to Continued Relationship. Nothing herein shall confer upon the Optionee the right to continue as an officer, employee, director or contractor of or with the Company, nor affect any right which the Company may have to terminate its relationship with the Optionee. Except as may be otherwise limited by a written agreement between Company and Optionee, the right of Company to terminate at will Optionee's employment with it at any time is specifically reserved and acknowledged by Optionee.

    11. Further Assurances. From time to time and upon request by the Company, the Optionee agrees to execute such additional documents as the Company may reasonably require in order to effect the purposes of the Plan and this Agreement.

    12. Binding Effect. This Agreement shall be binding upon the Optionee and such Optionee's heirs, successors and assigns, including the Qualified Successor of the Optionee (as this term is defined in the Plan). The obligations of the Optionee hereunder, including specifically the covenant not to compete and the indemnification obligations, shall survive any termination of the Options or the Option Plan.

    13. Waivers/Modifications. No waivers, alterations or modifications of this Agreement shall be valid unless in writing and duly executed by the party against whom enforcement of such waiver, alteration or modification is sought. The failure of any party to enforce any of its rights against the other party for breach of any of the terms of this Agreement shall not be construed a waiver of such rights as to any continued or subsequent breach.

    14. Governing Law. This Agreement shall be governed by the laws of the State of Maryland and any disputes hereunder shall be resolved in Maryland courts.

    In witness whereof, the parties have executed this Agreement as of the day and year above written.

View Systems, Inc.

By: 




Optionee:

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EX-10.18

Exhibit 10.18

Non-qualified Stock Option Agreement Between View Systems, Inc. and Andrew Jiranek

Non-Qualified Option No. 2       
No. of Shares: 36,000

THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR WITH ANY STATE SECURITIES REGULATORS AND ARE OFFERED PURSUANT TO ONE OR MORE EXEMPTIONS AVAILABLE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS. TRANSFER OF THESE SECURITIES IS RESTRICTED AS PROVIDED IN SECTION 5 BELOW.

VIEW SYSTEMS, INC.
STOCK OPTION
AND
STOCK OPTION AGREEMENT

    This Stock Option is granted and this Stock Option Agreement (the "Agreement") is executed by and between View Systems, Inc., a Florida corporation (the "Company"), and Andrew L. Jiranek, 10426 Falls Rd., Lutherville, Md. 21046 (the "Optionee"), effective September  , 1999.

RECITALS

    A. The Company has duly adopted the View Systems, Inc. 1999 Stock Option Plan, a copy of which is attached hereto as Exhibit A (the "Plan").

    B. The Plan authorizes the Board of Directors or a Committee appointed by the Board of the Company to grant stock options to officers and employees.

    C. The Board of Directors has selected the Optionee to receive stock options under the Plan.

    D. Optionee understands that the Company grants Optionee stock options with the expectation that Optionee will significantly contribute to the future growth of the Company and attainment of its goal of achieving a size and make-up suitable for public equity markets.

    NOW, THEREFORE, THE COMPANY AND THE OPTIONEE COVENANT AND AGREE AS FOLLOWS:

    1. Number of Shares Subject to Option and Option Price. The Company hereby grants to the Optionee a non-qualified Stock Option (not qualified under Section 422 of the Internal Revenue Code of 1986 as amended) (the "Option") to purchase from the Company Thirty Thousand (36,000) shares of the common stock of the Company, $.001 par value (the "Common Stock") at an exercise price of $.01 per share. The Option is exercisable upon the terms and conditions contained herein.

    2. Additional Terms of the option. Subject to the provisions of Paragraph 3 below, the Option shall have the following terms:

    2.1. The effective date of the grant of the Option shall be September 1, 1999.

    2.2. The Options shall vest and expires as follows:

Vesting Date	Number of Options	Cumulative Percentage Vested	Expiration Date
July 1, 1999	1,500		July 1, 2004
August 1, 1999	1,500		August 1, 2004
September 1, 1999	1,500		September 1, 2004
October 1, 1999	1,500		October 1, 2004
November 1, 1999	1,500		November 1, 2004
December 1, 1999	1,500		December 1, 2004
January 1, 2,000	1,500		January 1, 2004
February 1, 2,000	1,500		February 1, 2004
March 1, 2,000	1,500		March 1, 2004
April 1, 2,000	1,500		April 1, 2004
May 1, 2,000	1,500		May 1, 2004
June 1, 2,000	1,500		June 1, 2004

    2.3 To the extent vested, the Option may be exercised in whole or in part at any time and from time to time prior to the Expiration Date.

    2.4. The Option must be exercised, if at all, as to a whole number of shares.

    3. Incorporation by Reference of the Terms and Conditions of the Plan. The terms and conditions of this Option shall be subject to all of the terms and conditions of the Plan, which are expressly incorporated by reference into this Agreement to the same extent and with the same effect as set forth herein. In the event of a conflict or inconsistency between the terms and conditions set forth in this Agreement and the terms and conditions of the Plan shall control.

    4. Exercise of the Option: Delivery of Certificates.

    4.1 The Option may be exercised only in accordance with the terms and conditions of Section 8 of the Plan and by delivery to the Company of a Notice of Exercise substantially in the form of Exhibit B, including all exhibits and attachments thereto.

    4.2 Within a reasonable time after exercise, the Company shall deliver to the Optionee a certificate for the shares of Common Stock for which exercise of the Option was made and, unless the Option has expired or been exercised in full, a new Stock Option Agreement covering the balance of the shares of Common Stock covered by this Option for which exercise has not been made. Unless otherwise agreed to by the Company and the Optionee, the new agreement shall have the same terms and conditions of this Option and Agreement (except as to the number of shares of Common Stock subject thereto and except to the extent that the Plan has been modified or amended, in which case the new Option and agreement shall reflect the modified and amended terms and conditions of the Plan).

    7. Transferability of the Option. The Option is transferable only in accordance with Section 5 of the Plan.

    8. Warranties and Representations of the Optionee. By executing this Agreement, the Optionee accepts the Option and agrees to be bound by all of the terms of the Option, this Agreement and the Plan. In accepting the Option, the Optionee warrants to the Company and agrees with the Company as follows:

    6.1 The Optionee will abide by all of the terms and provisions of the Option, this Agreement and the Plan.

    6.2 The Optionee recognizes, agrees and acknowledges that no registration statement under the Securities Act of 1933, as amended, or under any state securities law has been filed with respect to the Option or any shares of Common Stock to be purchased upon exercise of the Option.

    8.3 The Optionee warrants and represents that the Option and any shares of Common Stock of the Company purchased upon exercise of the Option will be acquired and held by the Optionee for his or her own account, for investment purposes only, and not with a view towards the distribution or public offering thereof nor with any present intention of reselling or distributing the same at any particular future time.

    8.4 The Optionee agrees not to sell, transfer or otherwise dispose of the Option or any shares of Common Stock of the Company purchased upon exercise of the Option, except as specifically permitted by this Agreement and the Plan.

    7. Procedures upon Permitted Transfer. The sale, gift, pledge, encumbrance or other transfer of all or any of the shares of Common Stock shall be subject to the conditions set forth in the restrictive legend found in Section 13 of the Plan.

    11. Indemnification by the Optionee. The Optionee agrees to indemnity and hold the Company harmless from any loss or damage, including attorney's fees or other legal expenses, incurred in the defense or payment of any such claim against the Company resulting from a breach by the Optionee of the representations, warranties or provisions contained in this Agreement.

    12. Financial Statements; Disclosure Information. Optionee shall deliver to the Company written notice of Optionee's intent to exercise this Option at least ten (10) days prior to the date of such exercise. Upon receipt of such notice, the Company shall promptly provide the Optionee and the Optionee's professional financial advisors with access to the Company's most recent audited financial statements (and, if available, audited financial statements for the two preceding fiscal years) and disclosure information that it has filed with the SEC or NASD under the Securities Act of 1933 and the Securities and Exchange Act of 1934 and any associated rules and regulations.

    13. No Right to Continued Relationship. Nothing herein shall confer upon the Optionee the right to continue as an officer, employee, director or contractor of or with the Company, nor affect any right which the Company may have to terminate its relationship with the Optionee. Except as may be otherwise limited by a written agreement between Company and Optionee, the right of Company to terminate at will Optionee's employment with it at any time is specifically reserved and acknowledged by Optionee.

    11. Further Assurances. From time to time and upon request by the Company, the Optionee agrees to execute such additional documents as the Company may reasonably require in order to effect the purposes of the Plan and this Agreement.

    15. Binding Effect. This Agreement shall be binding upon the Optionee and such Optionee's heirs, successors and assigns, including the Qualified Successor of the Optionee (as this term is defined in the Plan). The obligations of the Optionee hereunder, including specifically the covenant not to compete and the indemnification obligations, shall survive any termination of the Options or the Option Plan.

    16. Waivers/Modifications. No waivers, alterations or modifications of this Agreement shall be valid unless in writing and duly executed by the party against whom enforcement of such waiver, alteration or modification is sought. The failure of any party to enforce any of its rights against the other party for breach of any of the terms of this Agreement shall not be construed a waiver of such rights as to any continued or subsequent breach.

    17. Governing Law. This Agreement shall be governed by the laws of the State of Maryland and any disputes hereunder shall be resolved in Maryland courts.

    In witness whereof, the parties have executed this Agreement as of the day and year above written.

View Systems, Inc.

By: 




Optionee:

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EX-10.19

Exhibit 10.19

Qualified Stock Option Agreement Between View Systems, Inc. and Gunther Than

Qualified Option No. 3
No. of Shares 60,000

THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR WITH ANY STATE SECURITIES REGULATORS AND ARE OFFERED PURSUANT TO ONE OR MORE EXEMPTIONS AVAILABLE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS. TRANSFER OF THESE SECURITIES IS RESTRICTED AS PROVIDED IN SECTION 5 BELOW.

VIEW SYSTEMS, INC.
INCENTIVE STOCK OPTION
AND
INCENTIVE STOCK OPTION AGREEMENT

    This Incentive Stock Option is granted and this Incentive Stock Option Agreement (the "Agreement") is executed by and between View Systems, Inc., a Florida corporation (the "Company"), and Gunther Than, 28 Dekker Drive, Golden, Colorado 80401 (the "Optionee"), effective September 16, 1999.

RECITALS

    A. The Company has duly adopted the View Systems, Inc. Stock Option Plan, a copy of which is attached hereto as Exhibit A (the "Plan").

    B. The Plan authorizes the Board of Directors of the Company to grant incentive stock options to officers and employees.

    C. The Board of Directors has selected the Optionee to receive incentive stock options under the Plan.

    D. Optionee understands that the Company grants Optionee, as a member of the executive management team, the incentive stock options with the expectation that Optionee will significantly contribute to the future growth of the Company and attainment of its goal of achieving a size and make-up suitable for public equity markets.

    NOW, THEREFORE, THE COMPANY AND THE OPTIONEE COVENANT AND AGREE AS FOLLOWS:

    1. Number of Shares Subject to Option and Option Price. The Company hereby grants to the Optionee an Incentive Stock Option (qualified under Section 422 of the Internal Revenue Code of 1986 as amended) (the "Option") to purchase from the Company Sixty Thouand (60,000) shares of the common stock of the Company, $.001 par value (the "Common Stock") at an exercise price of $2.07 per share, which is 110% of the bid price per share as quoted on the NASDAQ OTC BB, as of September 16, 1999. The Option is exercisable upon the terms and conditions contained herein.

    2. Additional Terms of the option. Subject to the provisions of Paragraph 3 below, the Option shall have the following terms:

    2.1. The effective date of the grant of the Option shall be September 16, 1999.

    2.2. The Options shall vest and expire as follows:

Vesting Date	Number of Options	Cumulative Percentage Vested	Expiration Date
September 16, 1999	5,000		August 16, 2005
October 16, 1999	5,000		As to All
November 16, 1999	5,000
December 16, 1999	5,000
January 16, 2000	5,000
February 16, 2000	5,000
March 16, 2000	5,000
April 16, 2000	5,000
May 16, 2000	5,000
June 16, 2000	5,000
July 16, 2000	5,000
August 16, 2000	5,000

    2.3 To the extent vested, the Option may be exercised in whole or in part at any time and from time to time prior to the Expiration Date.

    2.4. The Option must be exercised, if at all, as to a whole number of shares.

    3. Incorporation by Reference of the Terms and Conditions of the Plan. The terms and conditions of this Option shall be subject to all of the terms and conditions of the Plan, which are expressly incorporated by reference into this Agreement to the same extent and with the same effect as set forth herein. In the event of a conflict or inconsistency between the terms and conditions set forth in this Agreement and the terms and conditions of the Plan, those of the Plan shall control.

    4. Exercise of the Option: Delivery of Certificates.

    4.1. The Option may be exercised only in accordance with the terms and conditions of Section 8 of the Plan and by delivery to the Company of a Notice of Exercise substantially in the form of Exhibit B, including all exhibits and attachments thereto.

    4.2. Within a reasonable time after exercise, the Company shall deliver to the Optionee a certificate for the shares of Common Stock for which the Option was exercised and may make an appropriate notation on this Agreement as to the number of shares for which this Agreement has been exercised.

    5. Transferability of the Option. The Option is transferable only in accordance with Section 5 of the Plan.

    6. Warranties and Representations of the Optionee. By executing this Agreement, the Optionee accepts the Option and agrees to be bound by all of the terms of the Option, this Agreement and the Plan. In accepting the Option, the Optionee warrants to the Company and agrees with the Company as follows:

    6.1. The Optionee will abide by all of the terms and provisions of the Option, this Agreement and the Plan.

    6.2. The Optionee recognizes, agrees and acknowledges that no registration statement under the Securities Act of 1933, as amended, or under any state securities law has been filed with respect to the Option or any shares of Common Stock to be purchased upon exercise of the Option.

    6.3. The Optionee warrants and represents that the Option and any shares of Common Stock of the Company purchased upon exercise of the Option will be acquired and held by the Optionee for his or her own account, for investment purposes only, and not with a view towards the distribution or public offering thereof nor with any present intention of reselling or distributing the same at any particular future time.

    6.4. The Optionee agrees not to sell, transfer or otherwise dispose of the Option or any shares of Common Stock of the Company purchased upon exercise of the Option, except as specifically permitted by this Agreement and the Plan.

    7. Procedures upon Permitted Transfer. The sale, gift, pledge, encumbrance or other transfer of all or any of the shares of Common Stock purchased upon exercise of the Option shall be made only upon compliance with and shall be subject to Section 13 of the Plan.

    8. Indemnification by the Optionee. The Optionee agrees to indemnity and hold the Company harmless from any loss or damage, including attorney's fees or other legal expenses, incurred in the defense or payment of any such claim against the Company resulting from a breach by the Optionee of the representations, warranties or provisions contained in this Agreement.

    9. Financial Statements; Disclosure Information. Optionee shall deliver to the Company written notice of Optionee's intent to exercise this Option at least ten (10) days prior to the date of such exercise. Upon receipt of such notice, the Company shall promptly provide the Optionee and the Optionee's professional financial advisors with access to the Company's most recent audited financial statements (and, if available, audited financial statements for the two preceding fiscal years) and the disclosure information the Company has filed with the SEC and NASD under the Securities Act of 1933 and the Securities and Exchange Act of 1934 and the associated rules and regulations.

    10. No Right to Continued Relationship. Nothing herein shall confer upon the Optionee the right to continue as an officer, employee or director of or with the Company, nor affect any right which the Company may have to terminate its relationship with the Optionee. Except as may be otherwise limited by a written agreement between Company and Optionee, the right of Company to terminate at will Optionee's employment with it at any time is specifically reserved and acknowledged by Optionee.

    11. Non-Competition. Optionee agrees that during Optionee's employment with the Company and for a period of two years following his termination of employment for any reason, Optionee will not, either directly or indirectly, (a) be involved, as an owner, partner, shareholder, joint venturer, director, employee, independent contractor, or otherwise, in the conduct of any business which competes with the business of the Company, (b) solicit business from any customer of the Company, or (c) solicit or hire any other employees of the Company to be employed by Optionee or by any entity of which he is an owner, employee, or consultant. Upon breach of this covenant or any other covenant in this Agreement, the Company shall be entitled to injunctive relief, both pending litigation and permanently, as a remedy at law would be inadequate and insufficient, and shall be entitled to such damages as it can show it has sustained by reason of such breach. In addition, the Company shall be entitled to cancel any and all unexercised options and all options that have not vested shall be forfeited. Nothing in this Agreement shall be construed as limiting in any way the Company's remedies, each of which shall be cumulative and not exclusive.

    12. Rights as Shareholders.

    12.1. The Optionee shall have no rights as a shareholder of the Company on account of the Option nor on account of shares of Common Stock of the Company which will be acquired upon exercise of the Option (but with respect to which no certificates have been delivered to the Optionee).

    13. Further Assurances. From time to time and upon request by the Company, the Optionee agrees to execute such additional documents as the Company may reasonably require in order to effect the purposes of the Plan and this Agreement.

    14. Binding Effect. This Agreement shall be binding upon the Optionee and such Optionee's heirs, successors and assigns, including the Qualified Successor of the Optionee (as this term is defined in the Plan). The obligations of the Optionee hereunder, including specifically the covenant not to compete and the indemnification obligations, shall survive any termination of the Options or the Option Plan.

    15. Waivers/Modifications. No waivers, alterations or modifications of this Agreement shall be valid unless in writing and duly executed by the party against whom enforcement of such waiver, alteration or modification is sought. The failure of any party to enforce any of its rights against the other party for breach of any of the terms of this Agreement shall not be construed a waiver of such rights as to any continued or subsequent breach.

    16. Governing Law. This Agreement shall be governed by the laws of the State of Colorado.

    In witness whereof, the parties have executed this Agreement as of the day and year above written.

View Systems, Inc.

 
By:

 
Optionee:

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EX-10.20

Exhibit 10.20

Qualified Stock Option Agreement Between View Systems, Inc. and Andrew Jiranek

Qualified Option No. 2
No. of Shares 18,000

THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR WITH ANY STATE SECURITIES REGULATORS AND ARE OFFERED PURSUANT TO ONE OR MORE EXEMPTIONS AVAILABLE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS. TRANSFER OF THESE SECURITIES IS RESTRICTED AS PROVIDED IN SECTION 5 BELOW.

VIEW SYSTEMS, INC.
INCENTIVE STOCK OPTION
AND
INCENTIVE STOCK OPTION AGREEMENT

    This Incentive Stock Option is granted and this Incentive Stock Option Agreement (the "Agreement") is executed by and between View Systems, Inc., a Florida corporation (the "Company"), and Andrew L. Jiranek, 10426 Falls Rd., Lutherville, Md. 21046 (the "Optionee"), effective September 16, 1999.

RECITALS

    A. The Company has duly adopted the View Systems, Inc. Stock Option Plan, a copy of which is attached hereto as Exhibit A (the "Plan").

    B. The Plan authorizes the Board of Directors of the Company to grant incentive stock options to officers and employees.

    C. The Board of Directors has selected the Optionee to receive incentive stock options under the Plan.

    D. Optionee understands that the Company grants Optionee, as a member of the executive management team, the incentive stock options with the expectation that Optionee will significantly contribute to the future growth of the Company and attainment of its goal of achieving a size and make-up suitable for public equity markets.

    NOW, THEREFORE, THE COMPANY AND THE OPTIONEE COVENANT AND AGREE AS FOLLOWS:

    1. Number of Shares Subject to Option and Option Price. The Company hereby grants to the Optionee an Incentive Stock Option (qualified under Section 422 of the Internal Revenue Code of 1986 as amended) (the "Option") to purchase from the Company Eighteen Thouand (18,000) shares of the common stock of the Company, $.001 par value (the "Common Stock") at an exercise price of $2.07 per share, which is 110% of the bid price per share ($1.83) as quoted on the NASDAQ OTC BB, as of September 16, 1999. The Option is exercisable upon the terms and conditions contained herein.

    2. Additional Terms of the option. Subject to the provisions of Paragraph 3 below, the Option shall have the following terms:

    2.1. The effective date of the grant of the Option shall be September 16, 1999.

    2.2. The Options shall vest and expire as follows:

Vesting Date	Number of Options	Cumulative Percentage Vested		Expiration Date
Sept. 16, 1999	1,500		%	August 16, 2005
Oct. 16, 1999	1,500		%	As to All
Nov. 16, 1999	1,500		%
Dec. 16, 2,000	1,500		%
Jan 16, 2,000	1,500		%
Feb. 16, 2000	1,500		%
March 16, 2000	1,500		%
April 16, 2000	1,500		%
May 16, 2000	1,500		%
June 16, 2000	1,500		%
July 16, 2000	1,500		%
August 16, 2000	1,500		%

    2.3 To the extent vested, the Option may be exercised in whole or in part at any time and from time to time prior to the Expiration Date.

    2.4. The Option must be exercised, if at all, as to a whole number of shares.

    3. Incorporation by Reference of the Terms and Conditions of the Plan. The terms and conditions of this Option shall be subject to all of the terms and conditions of the Plan, which are expressly incorporated by reference into this Agreement to the same extent and with the same effect as set forth herein. In the event of a conflict or inconsistency between the terms and conditions set forth in this Agreement and the terms and conditions of the Plan, those of the Plan shall control.

    4. Exercise of the Option: Delivery of Certificates.

    4.1. The Option may be exercised only in accordance with the terms and conditions of Section 8 of the Plan and by delivery to the Company of a Notice of Exercise substantially in the form of Exhibit B, including all exhibits and attachments thereto.

    4.2. Within a reasonable time after exercise, the Company shall deliver to the Optionee a certificate for the shares of Common Stock for which the Option was exercised and may make an appropriate notation on this Agreement as to the number of shares for which this Agreement has been exercised.

    5. Transferability of the Option. The Option is transferable only in accordance with Section 5 of the Plan.

    6. Warranties and Representations of the Optionee. By executing this Agreement, the Optionee accepts the Option and agrees to be bound by all of the terms of the Option, this Agreement and the Plan. In accepting the Option, the Optionee warrants to the Company and agrees with the Company as follows:

    6.1. The Optionee will abide by all of the terms and provisions of the Option, this Agreement and the Plan.

    6.2. The Optionee recognizes, agrees and acknowledges that no registration statement under the Securities Act of 1933, as amended, or under any state securities law has been filed with respect to the Option or any shares of Common Stock to be purchased upon exercise of the Option.

    6.3. The Optionee warrants and represents that the Option and any shares of Common Stock of the Company purchased upon exercise of the Option will be acquired and held by the Optionee for his or her own account, for investment purposes only, and not with a view towards the distribution or public offering thereof nor with any present intention of reselling or distributing the same at any particular future time.

    6.4. The Optionee agrees not to sell, transfer or otherwise dispose of the Option or any shares of Common Stock of the Company purchased upon exercise of the Option, except as specifically permitted by this Agreement and the Plan.

    8. Procedures upon Permitted Transfer. The sale, gift, pledge, encumbrance or other transfer of all or any of the shares of Common Stock purchased upon exercise of the Option shall be made only upon compliance with and shall be subject to Section 13 of the Plan.

    8. Indemnification by the Optionee. The Optionee agrees to indemnity and hold the Company harmless from any loss or damage, including attorney's fees or other legal expenses, incurred in the defense or payment of any such claim against the Company resulting from a breach by the Optionee of the representations, warranties or provisions contained in this Agreement.

    9. Financial Statements; Disclosure Information. Optionee shall deliver to the Company written notice of Optionee's intent to exercise this Option at least ten (10) days prior to the date of such exercise. Upon receipt of such notice, the Company shall promptly provide the Optionee and the Optionee's professional financial advisors with access to the Company's most recent audited financial statements (and, if available, audited financial statements for the two preceding fiscal years) and the disclosure information the Company has filed with the SEC and NASD under the Securities Act of 1933 and the Securities and Exchange Act of 1934 and the associated rules and regulations.

    10. No Right to Continued Relationship. Nothing herein shall confer upon the Optionee the right to continue as an officer, employee or director of or with the Company, nor affect any right which the Company may have to terminate its relationship with the Optionee. Except as may be otherwise limited by a written agreement between Company and Optionee, the right of Company to terminate at will Optionee's employment with it at any time is specifically reserved and acknowledged by Optionee.

    11. Non-Competition. Optionee agrees that during Optionee's employment with the Company and for a period of two years following his termination of employment for any reason, Optionee will not, either directly or indirectly, (a) be involved, as an owner, partner, shareholder, joint venturer, director, employee, independent contractor, or otherwise, in the conduct of any business which competes with the business of the Company, (b) solicit business from any customer of the Company, or (c) solicit or hire any other employees of the Company to be employed by Optionee or by any entity of which he is an owner, employee, or consultant. Upon breach of this covenant or any other covenant in this Agreement, the Company shall be entitled to injunctive relief, both pending litigation and permanently, as a remedy at law would be inadequate and insufficient, and shall be entitled to such damages as it can show it has sustained by reason of such breach. In addition, the Company shall be entitled to cancel any and all unexercised options and all options that have not vested shall be forfeited. Nothing in this Agreement shall be construed as limiting in any way the Company's remedies, each of which shall be cumulative and not exclusive.

    12. Rights as Shareholders.

    12.1. The Optionee shall have no rights as a shareholder of the Company on account of the Option nor on account of shares of Common Stock of the Company which will be acquired upon exercise of the Option (but with respect to which no certificates have been delivered to the Optionee).

    13. Further Assurances. From time to time and upon request by the Company, the Optionee agrees to execute such additional documents as the Company may reasonably require in order to effect the purposes of the Plan and this Agreement.

    14. Binding Effect. This Agreement shall be binding upon the Optionee and such Optionee's heirs, successors and assigns, including the Qualified Successor of the Optionee (as this term is defined in the Plan). The obligations of the Optionee hereunder, including specifically the covenant not to compete and the indemnification obligations, shall survive any termination of the Options or the Option Plan.

    15. Waivers/Modifications. No waivers, alterations or modifications of this Agreement shall be valid unless in writing and duly executed by the party against whom enforcement of such waiver, alteration or modification is sought. The failure of any party to enforce any of its rights against the other party for breach of any of the terms of this Agreement shall not be construed a waiver of such rights as to any continued or subsequent breach.

    16. Governing Law. This Agreement shall be governed by the laws of the State of Colorado.

    In witness whereof, the parties have executed this Agreement as of the day and year above written.

View Systems, Inc.
By: 

Optionee:

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EX-10.21

Exhibit 10.21

Promissory Note

    December 31, 1998

    FOR VALUE RECEIVED the undersigned jointly and severally promises to pay to the order of **Kenneth C. Weiss,** the principal sum of **FIVE Thousand** dollars (**$5,000.00**), together with interest thereon from date at the rate of ten (10.0) percent per annum, paid monthly, until maturity.

Note Payable in Full on December 31, 1999

    Each maker and endorser severally waives demand, protest and notice of maturity, non-payment or protest and all requirements necessary to hold each of them liable as makers and endorsers.

    Each maker and endorser further agrees, jointly and severally, to pay all costs of collection, including a reasonable attorney's fee in case the principal of this note or any payment on the principal or interest thereon in not paid at the respective maturity thereof, or in case it becomes necessary to protect the security hereof, whether suit be brought or not.

Payable at:
547 Sanctuary Lane
Crownsville, MD 21032

 
By:  
/s/ KENNETH C. WEISS Kenneth C. Weiss
President & CEO
XYROS Systems, Inc.

Exhibit 10.21 Cont'd

Promissory Note

    December 31, 1998

    FOR VALUE RECEIVED the undersigned jointly and severally promises to pay to the order of **Kenneth C. Weiss,** the principal sum of **FORTY-FIVE Thousand** dollars (**$45,000.00**), together with interest thereon from date at the rate of ten (10.0) percent per annum, paid monthly, until maturity.

Note Payable in Full on December 31, 1999

    Each maker and endorser severally waives demand, protest and notice of maturity, non-payment or protest and all requirements necessary to hold each of them liable as makers and endorsers.

    Each maker and endorser further agrees, jointly and severally, to pay all costs of collection, including a reasonable attorney's fee in case the principal of this note or any payment on the principal or interest thereon in not paid at the respective maturity thereof, or in case it becomes necessary to protect the security hereof, whether suit be brought or not.

Payable at:
547 Sanctuary Lane
Crownsville, MD 21032

 
By:  
/s/ KENNETH C. WEISS Kenneth C. Weiss
President & CEO
XYROS Systems, Inc.

EX-10.22

Exhibit 10.22

Promissory Note

December 31, 1998

    FOR VALUE RECEIVED the undersigned jointly and severally promises to pay to the order of **Joseph H. Peterson, 1998** the principal sum of **THIRTY Thousand** dollars (**$30,000.00**), together with interest thereon from date at the rate of ten (10.0) percent per annum, paid monthly, until maturity.

Note Payable in Full on December 31, 1999

    Each maker and endorser severally waives demand, protest and notice of maturity, non-payment or protest and all requirements necessary to hold each of them liable as makers and endorsers.

    Each maker and endorser further agrees, jointly and severally, to pay all costs of collection, including a reasonable attorney's fee in case the principal of this note or any payment on the principal or interest thereon in not paid at the respective maturity thereof, or in case it becomes necessary to protect the security hereof, whether suit be brought or not.

Payable at:
547 Sanctuary Lane
Crownsville, MD 21032

 
By:  
/s/ KENNETH C. WEISS Kenneth C. Weiss
President & CEO XYROS Systems, Inc.

Exhibit 10.22 Cont'd

Promissory Note

December 31, 1998

    FOR VALUE RECEIVED the undersigned jointly and severally promises to pay to the order of **Joseph H. Peterson, the principal sum of **FORTY-FIVE Thousand** dollars (**$45,000.00**), together with interest thereon from date at the rate of ten (10.0) percent per annum, paid monthly, until maturity.

Note Payable in Full on December 31, 1999

    Each maker and endorser severally waives demand, protest and notice of maturity, non-payment or protest and all requirements necessary to hold each of them liable as makers and endorsers.

    Each maker and endorser further agrees, jointly and severally, to pay all costs of collection, including a reasonable attorney's fee in case the principal of this note or any payment on the principal or interest thereon in not paid at the respective maturity thereof, or in case it becomes necessary to protect the security hereof, whether suit be brought or not.

Payable at:
547 Sanctuary Lane
Crownsville, MD 21032

 
By:  
/s/ KENNETH C. WEISS Kenneth C. Weiss
President & CEO XYROS Systems, Inc.

EX-10.23

EXHIBIT 10.23

    [LETTERHEAD]

July 22, 1998        

Xyros Systems, Inc.
Mr. Kenneth Weiss, President
10005 Old Columbia Road, Suite P170
Columbia, MD 21046

Re: Revolving Line of Credit Loan

Dear Ken:

    The Columbia Bank, (the "LENDER"), is pleased to inform you that it has approved the request of Xyros Systems, Inc. (hereinafter the "BORROWER") for a Revolving Line of Credit Loan in the Amount of $75,000—subject to the following terms and conditions:

I. REVOLVING LINE OF CREDIT LOAN

    1. Revolving Line of Credit Loan. The LENDER will lend to the BORROWER, on a revolving line of credit basis, up to but not exceeding the principal sum of $75,000.00 (the "RLOC LOAN").

    2. Interest Rate. The RLOC LOAN shall bear interest at a floating rate equal at all times to two percent (2.0%) in excess of the Prime Rate (hereinafter defined). The term "Prime Rate" means the LENDER's commercial prime rate of interest as established and declared by the LENDER's management from time to time.

    3. Payments. Interest, on the outstanding principal balance, as from time to time advanced, shall be due and payable monthly on the first day of each and every month after the date of closing (the "Closing"). Upon maturity of the Note (whether by acceleration, declaration, extension or otherwise) the principal sum of SEVENTY FIVE THOUSAND DOLLARS ($75,000) (the "Principal Amount"), or so much thereof as shall have been advanced and is outstanding, together with interest on the unpaid principal balance, shall be due and payable.

    4. Maturity Date. THE RLOC LOAN shall mature and be due and payable on demand. If not demanded, the RLOC LOAN shall mature and be due and payable on August 1, 1999.

    5. Prepayment and Termination. The BORROWER may prepay the RLOC LOAN in whole or in part at any time or from time to time without premium or additional interest.

    7. Late Payment Charge. Any payment of interest or of principal and interest not received by the LENDER within fifteen (15) calendar days after its due date shall incur a late payment charge equal to five percent (5%) of the amount of the payment due.

    8. Default Rate. If a default occurs under the RLOC LOAN, and even if payment is not accelerated by the LENDER, the interest rate payable on the RLOC LOAN may be increased by the LENDER by two percent (2%) above the interest rate otherwise in effect, until such default is cured to the satisfaction of the LENDER.

    9. Loan Processing Fee. In consideration for having agreed to make the RLOC LOAN, the LENDER shall receive from the BORROWER a non-refundable loan processing fee of Seven Hundred Fifty Dollars ($750.00), which fee shall be deemed to have been earned by the LENDER upon acceptance of this Letter by the BORROWER, regardless of the amount of the proceeds of the RLOC LOAN ultimately disbursed by the LENDER. The loan processing fee shall be paid upon acceptance of this letter. No portion of the loan processing fee shall be applied to the closing costs or shall be considered a payment toward closing costs.

II. SECURITY

    1. Security Interest. The RLOC LOAN shall be secured by a perfected first priority security interest and assignment in all of the BORROWER'S tangible and intangible assets, including but not limited to, accounts, inventory, receivables, contracts, chattel paper, contract rights, documents, equipment, fixtures, software, and general intangibles. The security interest shall apply to all existing and after acquired property and the proceeds and products of the collateral, and shall secure future advances.

    2. Security Interest. THE RLOC LOAN shall also be secured by, among other things, a second lien indemnity deed of trust on the fee simple interest of Mr. Kenneth Weiss and Ms. Diana Weiss in real property located at 11303 Tooks Way, Columbia MD 21044 and all improvements thereon, whether now or hereafter constructed (the "Property"). The Indemnity Deed of Trust shall also constitute a security agreement pursuant to which the GUARANTOR will grant the LENDER a second lien security interest in any personal property located in, or used in connection with, the property.

    3. Guarantor. The RLOC LOAN shall be guaranteed on a joint and several basis by Mr. Kenneth Weiss, Mr. J. Hal Peterson, and Mr. David Bruggeman (hereinafter collectively the "GUARANTOR"). The guarantee of Ms. Diana Weiss shall be limited to her pledge of collateral.

    4. Confession of Judgment; Waiver of Jury Trial. The applicable documentation for the RLOC LOAN and the Guaranty Agreements of the GUARANTOR shall contain confession of judgment and waiver of trial by jury provisions.

    5. Subordination of Debt. All proceeds that are loaned by the shareholders to the BORROWER shall be subordinated to the Columbia Bank.

III. GENERAL CONDITIONS

    1. Expenses. The BORROWER shall pay all fees, expenses, taxes, costs, and charges incurred in connection with THE RLOC LOAN, or in any way incident to THE RLOC LOAN, including, but not limited to, attorneys' fees and expenses (including fees and expenses of the LENDER's counsel), insurance premiums, and recording costs. The LENDER does not, however, anticipate using outside legal counsel.

    2. Covenants. The Loan Documents shall contain such convenants, including financial covenants and reporting requirements, as the LENDER considers appropriate under the circumstances, including, but not limited to, the following:

    (a) the BORROWER shall submit to the LENDER (i) within ninety (90) days after the close of the BORROWER's fiscal year, annual financial statements and signed copies of corporate tax returns as filed with the Internal Revenue Service; (ii) within ten (10) days after the end of each month, internally prepared financial statements to include accounts receivable and payable aging reports. The GUARANTORS shall complete the LENDER's personal financial statement on an annual basis.

    (b) a default under any other indebtedness of the BORROWER with the LENDER or any other entity shall constitute a default as to THE RLOC LOAN.

    3. Environmental Protection. The BORROWER shall be in full compliance, at all times, with the RESOURCE CONSERVATION AND RECOVERY ACT OF 1976 and COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, and any and all other federal, state or local laws governing hazardous substances, as such laws may be amended from time to time (hereinafter collectively the "Act").

    4. Insurance. Prior to Closing, the BORROWER must provide the LENDER with the following:

    (a) Permanent fire, hazard, and extended coverage insurance for any existing improvements on any pledged property/collateral, in each case with extended coverage, including vandalism and malicious mischief. Such policy must contain an endorsement naming the LENDER as additional insured and loss payee.

    (b) Public liability and property damage insurance policies shall be maintained insuring the BORROWER against loss as a result of personal injury or property damage in such amounts as are commercially reasonable for the Security, but in no case less than One Million Dollars ($1,000,000.00) per person and Two Million Dollars ($2,000,000.00) per occurrence. Such policy must contain an endorsement naming the LENDER as additional insured.

    (c) A Worker's Compensation insurance policy shall be obtained and maintained by the BORROWER in such amount, with an insurance company, and in a form acceptable to and approved by the LENDER.

    (d) Business income insurance shall be maintained by the BORROWER in form, amount, and with a company satisfactory to the LENDER, with coverage that will extend upon renewals for a period of not less than twelve (12) months, and shall be in an amount sufficient to prevent any co-insurance liability or penalty and shall name the LENDER as secured party and as loss payee to the extent of its interest.

    (e) The policies described under subparagraphs (a), (b), (c), and (d) must provide for 30 days prior written notice to the LENDER of any change in, or cancellation of, coverage. The LENDER shall be supplied with copies of such policies and receipts evidencing the payment of premiums due thereon or certificates from the insurance companies issuing the policies describing the policy and coverage and certifying the insurance coverage to be in full force and effect. The policies shall extend coverage at their expiration for a period of not less than twelve (12) months, and be obtained and maintained with an insurance company acceptable to the LENDER, at its sole discretion.

    5. Items to be Delivered and/or Approved as a Condition to Closing. Not less than five (5) days prior to Closing, the BORROWER shall provide to the LENDER, in form and content satisfactory to the LENDER and its counsel in their reasonable discretion, the following:

    (a) Articles of Incorporation, etc. If the BORROWER, or any entity constituting a general partner of the BORROWER is a corporation, the properly recorded charter of articles of incorporation, the bylaws, certificates of good standing and authorization to do business from appropriate governmental authorities, pertinent incumbency and signature certificates, and corporate resolutions and shareholder consents (if required) authorizing this transaction.

    6. Operating Account. The BORROWER shall maintain its operating deposit accounts with the LENDER.

    7. Survival of Terms and Conditions. The terms and conditions of this Commitment Letter shall survive closing; provided, however, that if the terms and conditions of this Commitment Letter shall conflict with any of the terms and conditions of the Loan Documents, the terms and conditions of the Loan Documents shall prevail.

    8. Choice of Law; Waiver of Jury Trial. This Commitment Letter and the LENDER'S obligations hereunder shall be governed by the laws of the State of Maryland. All Loan Documents shall provide that they are governed by the laws of the State of Maryland and shall contain provisions whereby the parties consent to the jurisdiction of the federal and state courts of the State of Maryland with respect to any litigation relating to THE RLOC LOAN. The BORROWER waives the right to have any issues relating to, or arising from, this Commitment Letter tried before a jury.

    9. No Modification. The terms of this Commitment Letter may not be modified other than by a written agreement signed by the LENDER.

    10. Time. Time is of the essence of this Commitment Letter.

    This letter outlines the general terms and conditions of THE RLOC LOAN. Terms are not, however, limited to these outlined in this letter; there may be additional terms and conditions in the Loan Documents.

    If you wish to proceed with the transaction as herein set forth, please sign and return the enclosed copy of this Commitment Letter to my attention, within ten (10) calendar days from the date hereof, or this commitment shall be considered withdrawn and of no further force or effect. If this Commitment Letter is accepted by you within the time provided, closing must be held no later than August 22, 1998, or this Commitment Letter will expire and the LENDER'S obligations hereunder shall terminate. This Commitment Letter may be delivered by telecopier and acceptance by you may be communicated by telecopier.

Very Truly Yours,
THE COLUMBIA BANK
By:	/s/ BRIAN K. ISRAEL Brian K. Israel Vice President

    We accept the terms and conditions on this and the preceding pages.

BORROWER:
Xyros Systems, Inc.

 
By: Kenneth Weiss, President  
(Seal)

GUARANTORS:
/s/ KENNETH WEISS Kenneth Weiss, as guarantor	/s/ DIANA WEISS Diana Weiss
/s/ J. HAL PETERSON J. Hal Peterson, as guarantor
/s/ DAVID BRUGGEMAN David Bruggeman, as guarantor

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EX-10.24

EXHIBIT 10.24

[LETTERHEAD]

October 18, 1999        

Xyros Systems, Inc.
Mr. Ken Weiss, CEO
10005 Old Columbia Road, Suite P170
Columbia, MD 21046

Dear Ken:

    The Columbia Bank (the LENDER) is pleased to inform you that the maturity date of Xyros Systems, Inc.'s (the BORROWER) revolving line of credit loan (the "LOAN") has been extended to February 1, 2000. It is expected that the LOAN will be paid off prior to February 1, 2000.

    Except as hereinabove provided, the provisions of the Note and the other Loan Documents referred to in the letter have not been altered, and the modification(s) set forth herein shall not be deemed to constitute a novation of any of the obligations of the Borrower to the Bank. Unless otherwise provided in this letter, all terms described herein shall have the meaning set forth in the Note or the other Loan Documents.

Sincerely,
/s/ BRIAN ISRAEL

Brian Israel
Vice President, Commercial Lending
(410) 730-5521

EX-21

Exhibit 21

Subsidiaries of Registrant

List of Subsidiaries

1)	RealView Systems, Inc. Colorado Corporation
2)	Xyros Systems, Inc., f/k/a Xyros Video, Inc. Maryland Corporation
3)	Eastern Tech Manufacturing Corp. Maryland Corporation

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EX-23.1

Exhibit 23.1

Consent of Independent Auditors

    We hereby consent to the use of our report, dated May 15, 1999, in this form SB-2 and to the reference to our firm under the heading "Experts" in the Prospectus.

Stegman & Company
Certified Public Accountants
Baltimore, Md.
December 17, 1999

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EX-23.2

Exhibit 23.2

Katz, Abosch, Windesheim, Gershman & Freedman, P.A.
40 York Road
Baltimore, Maryland 21204-5204

The Board of Directors
View Systems, Inc.:

We consent to the use of our Report on Audit of Financial Statements for RealView Systems, Inc. for the year ended December 31, 1997, in your registration statement on Form SB-2.

K.A.W.G&F., P.A.
/s/Katz, Abosch, Windesheim, Gershman & Freedman, P.A.

Baltimore, Maryland
December, 1999

EX-27

 


<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM VIEW
SYSTEMS, INC. REPORT ON AUDIT OF CONSOLIDATED FINANCIAL STATEMENTS FOR THE
YEARS ENDED DECEMBER 31, 1997 AND 1998; VIEW SYSTEMS, INC. CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999.


                                                                       
<PERIOD-TYPE>                   YEAR                   YEAR                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997             DEC-31-1998             DEC-31-1999
<PERIOD-START>                             JAN-01-1997             JAN-01-1998             JAN-01-1999
<PERIOD-END>                               DEC-31-1997             DEC-31-1998             SEP-30-1999
<CASH>                                               0                 169,899                  75,197
<SECURITIES>                                         0                       0                       0
<RECEIVABLES>                                        0                       0                  37,770
<ALLOWANCES>                                         0                       0                       0
<INVENTORY>                                          0                   4,574                  98,780
<CURRENT-ASSETS>                                     0                 191,735                 278,225
<PP&E>                                               0                  32,692                 575,217
<DEPRECIATION>                                       0                  21,580                 131,975
<TOTAL-ASSETS>                                       0                 275,070                 443,242
<CURRENT-LIABILITIES>                                0                 270,986                 436,838
<BONDS>                                              0                       0                       0
<PREFERRED-MANDATORY>                                0                       0                       0
<PREFERRED>                                          0                       0                       0
<COMMON>                                             0                   4,317                   6,821
<OTHER-SE>                                           0                   (233)                 842,773
<TOTAL-LIABILITY-AND-EQUITY>                         0                   4,084                 849,549
<SALES>                                              0                  31,438                 194,491
<TOTAL-REVENUES>                                     0                  31,438                 194,491
<CGS>                                                0                  20,891                 154,068
<TOTAL-COSTS>                                        0                  20,891                  40,423
<OTHER-EXPENSES>                                24,604                 233,503               2,016,418
<LOSS-PROVISION>                                     0                       0                       0
<INTEREST-EXPENSE>                                 233                  10,054                  17,585
<INCOME-PRETAX>                               (24,837)               (243,557)             (1,993,580)
<INCOME-TAX>                                         0                       0                       0
<INCOME-CONTINUING>                           (24,837)               (243,557)             (1,993,580)
<DISCONTINUED>                                       0                       0                       0
<EXTRAORDINARY>                                      0                       0                       0
<CHANGES>                                            0                       0                       0
<NET-INCOME>                                  (24,837)               (243,557)             (1,993,580)
<EPS-BASIC>                                      (.01)                   (.06)                   (.36)
<EPS-DILUTED>                                    (.01)                   (.06)                   (.36)

<F1>Includes $1,242,333 expense item for issuing stock as incentive compensation.
<F2>Includes $1,242,333 expense item for issuing stock as incentive compensation.
<F3>Includes $1,242,333 expense item for issuing stock as incentive compensation.