S-8

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-8

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

VIEW SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Florida (State or other jurisdiction of
incorporation or organization) 59-2928366 (I.R.S. Employer
Identification No.)

7717 West 6th Avenue, Suite A & B
Lakewood, Colorado  80205

(Address of Principal Executive Offices) (Zip Code)

Services Provider Plan

(Full title of the plans)

Gunther Than, Chief Executive Officer
7717 West 6th Avenue, Suite A & B
Lakewood, Colorado  80205

(Name and address of agent for service)

(303) 237-8439

(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of Each class of securities to be Registered	Amount to be registered (1)	Proposed Maximum Offering Price per share (2)	Proposed Maximum aggregate offering price	Amount of Registration fee
Common Stock	1,380,000	$0.31	$427,800	$39.36

(1)	The board of directors of the corporation has approved the issuance of 500,000 shares to Henry Val, 500,000 shares to Russ Benefield, 30,000 shares to Judy Downes, 250,000 shares to John Clayton and 100,000 shares to Dr. Martin Maassen in exchange for providing services to the corporation,
(2)	Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c).
(3)	Calculated pursuant to Rule 457(c) based upon the average of the asking and bid price of the Common Stock as of August 21, 2002.

TABLE OF CONTENTS

PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.      INCORPORATION OF DOCUMENTS BY REFERENCE.

ITEM 4.       DESCRIPTION OF SECURITIES

ITEM 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS

ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED

ITEM 8.      EXHIBITS

ITEM 9.      UNDERTAKINGS

EXHIBIT 5.1

EXHIBIT 10.1

EXHIBIT 10.2

EXHIBIT 10.3

EXHIBIT 10.4

EXHIBIT 10.5

EXHIBIT 23.2

PROSPECTUS

View Systems, Inc.

1100 Wilso Drive

Baltimore, Maryland 21223
1,380,000 SHARES OF COMMON STOCK

        This Prospectus relates to the offer and sale by View Systems, Inc. a Florida corporation (the "Company"), of shares of its $.001 par value common stock (the "Common Stock") to a service provider of the Company (the "Service Providers") pursuant to a service providers plan approved by the Company. The Company is registering hereunder and then issuing 1,380,000 shares of Common Stock to the Service Providers in consideration for services already rendered.

        The Common Stock is not subject to any restriction on transferability. Recipients of shares other than persons who are affiliated of the Company within the meaning of the Securities Act of 1993, as amended may sell all or part of the shares in any way permitted by law including sales in the over-the-counter market at prices prevailing at the time of such sale. None of the shares registered hereunder is being sold to anyone who is an affiliate of the Company. Generally, an affiliate is any director, executive officer or controlling shareholder of the Company or any person who directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with a person who controls, the Company. The affiliates of the Company may become subject

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to Section 16(b) of the Securities Exchange Act of 1934 as amended (the “Exchange Act”) which would limit their discretion in transferring the shares acquired in the Company. If a Service Provider is not now an affiliate but becomes an affiliate of the Company in the future, he or she would then be subject to Section 16(b) of the Exchange Act.

The Common Stock is listed on the OTC Bulletin Board under the symbol VYST.

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

        This Prospectus is not part of any other registration statement that has been filed and been declared effective under the Securities Act of 1933, as amended (the "Securities Act") by the Company. The statements in this Prospectus as to the contents of any contracts or other documents filed as an exhibit to either the Registration Statement or other filings of the Company with the United States Securities and Exchange Commission (the "Commission") are qualified in their entirety by the reference thereto.

        A copy of any document or part thereof incorporated by reference in this Prospectus but not delivered herewith will be furnished without charge upon written or oral request. Requests should be addressed to View Systems, Inc., 1100 Wilso Drive, Baltimore, Maryland 21223.

        The Company is subject to the reporting requirements of the Exchange Act and in accordance therewith files reports and other information with the Commission. These reports as well as the proxy statements information statements and other information filed by the Company under the Exchange Act may be reviewed and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, NW, Washington, D.C., 20549. Copies may be obtained at the prescribed rates.

        No person has been authorized to give any information or to make any representation, other than those contained in this Prospectus, and if given or made, such other information or representation must not be relied upon as having been authorized by the Company. This Prospectus does not constitute an offer or a solicitation by anyone in any state in which such is not authorized or in which the person making such is not qualified or to any one to whom it is unlawful to make an offer or solicitation.

        Neither the delivery of this Prospectus nor any sale made hereunder shall under any circumstances create any implication that there has not been a change in the affairs of the Company since the date hereof.

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PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         As permitted by the rules of the Securities and Exchange Commission (the "Commission"), this registration statement filed by View Systems, Inc. (the "Registrant") omits the information specified in Part 1 (Items 1 and 2) of Form S-8. The documents containing the information specified in Part I will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act. Such documents are not being filed with the Commission as part of this registration statement or as a prospectus or prospectus supplement pursuant to Rule 424 of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents have been filed by the Registrant with the Commission and are incorporated herein by reference:

(1)	Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001.
(2)	Quarterly Reports on Form 10-QSB for the fiscal quarters ended June 30, 2002 and March 31, 2002.
(3)	Definitive Proxy Statement on Form 424(b)(3) dated December 21, 2001.

         All reports and other documents filed by the Registrant subsequent to the date hereof pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered under the plan have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.

         All statements contained in this document, all or a portion of which are incorporated by reference herein, shall be deemed modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified shall not be deemed to constitute a part of this Registration Statement except as so modified, and any statement so superseded shall not be deemed to constitute part of this Registration Statement.

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ITEM 4.       DESCRIPTION OF SECURITIES

The securities being registered are Common Stock $.001 par value.

ITEM 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Pursuant to Section 607.0850(1) and (2) of the Florida Statutes, a corporation shall have power 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, partnership, joint venture, trust, or other enterprise 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. A corporation also shall have power to indemnify any person, who was or is a party to any proceeding by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person 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, partnership, joint venture, trust, or other enterprise, against expenses and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof.

         Under Section X of the Registrant's Amended and Restated Articles of Incorporation, the Registrant shall indemnify to the fullest extent authorized or permitted by the Florida Business Corporation Act, any person made, or threatened to be made, a party to any action, suit or proceeding by reason of the fact that he is or was a director of the Registrant, or is or was serving at the request of the Registrant as a director of another corporation. Unless otherwise expressly prohibited by the Florida Business Corporation Act, and except as otherwise provided in the foregoing sentence, the Board of Directors of the Registrant shall have the sole and exclusive discretion, on such terms and conditions as it shall determine, to indemnify, or advance expenses to, any person made, or threatened to be made, a party to any action, suit or proceeding by reason of the fact that he is or was an officer, employee or agent of the Registrant, or is or was serving at the request of the Registrant as an officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. No person falling within the purview

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of the foregoing sentence may apply for indemnification or advancement of expenses to any court of competent jurisdiction.

ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

ITEM 8.       EXHIBITS

         The following exhibits are filed as part of this S-8 Registration Statement pursuant to Item 601 of Regulation S-K and are specifically incorporated herein by this reference:

Exhibit No.	Title
4.	Not Applicable
5.	Opinion of Anslow & Jaclin, LLP regarding the legality of the securities registered.
10.1	Consulting Agreement of Henry Val.
10.2	Consulting Agreement of Russ Benefield.
10.3	Consulting Agreement of Judy Downes.
10.4	Consulting Agreement of John Clayton.
10.5	Consulting Agreement of Dr. Martin Maassen.
23.1	Consent of legal advisor (included in legal opinion)
23.2	Consent of auditor.

ITEM 9.     UNDERTAKINGS

(1)      The undersigned Registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)	To include any prospectus required by section 10(a)(3) of the Securities Act;
(ii)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.

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(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
	provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

(b)	That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(2)     The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)     Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe it meets all the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Baltimore, State of Maryland, on this 22nd day of August, 2002.

	VIEW SYSTEMS, INC.
By:/s/    Gunther Than	Gunther Than Chief Executive Officer

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EX-5

ANSLOW & JACLIN, LLP
                    Counselors at Law RICHARD I. ANSLOW
Admitted in NJ, NY, DC
E-Mail: Ranslow@anslowlaw.com

GREGG E. JACLIN
Admitted in NJ, NY
E.Mail: Gjaclin@anslowlaw.com

ROSS A. GOLDSTEIN
Admitted in NJ, NY
E-Mail: Rgoldstein@anslowlaw.com
Website: www.anslowlaw.com
E-Mail: Firm@anslow.com

August 21, 2002

View Systems, Inc.
7717 West 6th Avenue Suite A & B Lakewood, Colorado   80205

Re:   Registration Statement on Form S-8

Ladies and Gentlemen:

         We have acted as special counsel to View Systems, Inc., a Florida corporation (the "Company"), in connection with the preparation of a Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission (the "Registration Statement") with respect to the registration under the Securities Act of 1933, as amended (the "Act") of 1,380,000 shares of Common Stock, par value $.001 (the "Shares"), of the Company which have been reserved for issuance pursuant to certain consulting agreements (the "Plans").

         We are familiar with the corporate actions taken and to be taken by the Company in connection with the authorization, issuance and sale of the Shares and have made such other legal and factual inquiries as we deem necessary for the purpose of rendering this opinion.

         We have examined, among other things, the Company's Articles of Incorporation and Bylaws, each as amended, the Plans and related agreements, and records of corporate proceedings and other actions taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the Shares pursuant to awards granted under the Plans. Based on the foregoing and in reliance thereon, it is our opinion that the Shares, when issued pursuant to awards granted and exercised in accordance with the provisions of the Plans, will be legally issued, fully paid and non-assessable.

         We are admitted to practice law in the State of New Jersey, and are not admitted to practice in the State of Florida. However, for the limited purposes of our opinion set forth above, we are generally familiar with the General Corporation Law of the State of Florida as presently in effect and have made such inquiries as we consider necessary to render this opinion with respect to a Florida corporation. This opinion letter is limited to the laws of the State of California and, to the limited extent set forth above, Florida corporate law, as such laws presently exist and to the facts as they presently exist. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction. We assume no obligation to revise or supplement this opinion letter should the laws of such jurisdictions be changed after the date hereof by legislative action, judicial decision or otherwise.

Anslow
& Jaclin, LLP
Counselors at Law

View Systems, Inc.
August 13, 2002
Page Two

         We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the General Rules and Regulations of the Commission.

	Very truly yours,
By:	/s/ Anslow & Jaclin, LLP ANSLOW & JACLIN, LLP

EX-10

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SYSTEMS INC.

Consultant Agreement

This Agreement is made effective as of May 15, 2002 by and between:

View Systems, Inc., of Baltimore, MD 21223, and

Henry Val of 522 US Highway 9, Manalapan, NJ 07726

In this Agreement, the party who is contracting to be receiving services shall be referred to as “View”, and the party who will be providing the services shall be referred to as “Val”.

Whereas Val has a background in corporate development, managing the public market, investor relations and public relations with expertise in start-ups and mergers and acquisitions.

View desires to have services provided by Val.

Therefore, the parties agree as follows:

          1.      DESCRIPTION OF SERVICES.    Val has been performing and shall perform the following services for View: corporate development and business consulting.

          2.      PERFORMANCE OF SERVICES.    The manner in which the Services are to be performed and the specific hours to be worked by Val shall be determined by Val. View will rely on Val to work as many hours as may be reasonably necessary to fulfill Val’s obligations under this Agreement. Val will report to the Board of Directors during this engagement.

          3.      PAYMENT.    View grants Val 480,000(1) shares of common stock and 250,000 shares for a sign up bonus and 500,000(2) for performing the above duties. View agrees to register the 500,000 shares for resale, at its expense. 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 Val shall reasonably request and do any and all other acts and things which may be necessary or advisable to enable Val to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction; and (ii) furnish to Val 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 Val may from time to time reasonably request.

1  These shares are earned at a rate of 40,000 shares per month for each month of service and may be issued at Val's request or quarterly.
2  These hsares are for miscellaneous expenses and work in process needs and will be registered as soon as practicable.

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          4.      NEW PROJECT APPROVAL.     Val and View recognize that Val's Services will include working on various projects for View. Val 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 Val 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 benefits, for the benefit of Val.

          7.      DISCLOSURE.    Val 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.     Val 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 Val, Val's employees, if any, and Val's agents.

          9.      ASSIGNMENT.     Val'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, Val 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, Val 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 Val has and will have the following information:

- inventions

- products

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- 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, Val agrees that he will not at any time or in any manner, either directly or indirectly, use any Information for Val’s own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior written consent of View. Val 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 Val has disclosed (or has threatened to disclose) Information in violation of this Agreement, View shall be entitled to an injunction to restrain Val from disclosing, in whole or in part, such Information, or from providing any services to any party to whom such Information has been disclosed or may be disclosed.

          13.      CONFIDENTIALITY AFTER TERMINATION.    The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.

          14.      RETURN OF RECORDS.    Upon termination of this Agreement, Val shall deliver all records, notes, data, memoranda, models, and equipment of any nature that are in Val's possession or under Val'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
Or its Board of Directors

IF for Val:

Henry Val
522 US Highway 9
Manalapan, New Jersey 07726

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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.

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          16.       ENTIRE AGREEMENT.    This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

          17.       AMENDMENT.    This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.

          18.       SEVERABILITY.    If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

          19.       WAIVER OF CONTRACTUAL RIGHT.    The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

          20.       APPLICABLE LAW.    This Agreement shall be governed by the laws of the State of Maryland.

Party receiving services:
View Systems, Inc.

By:	/s/   Gunther Than
	Gunther Than President

Party providing services:

/s/   Henry Val

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EX-10.2

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SYSTEMS INC.

Consultant Agreement

This Agreement is made effective as of January 2, 2002 by and between:

View Systems, Inc., of Baltimore, MD 21223, and

Russ Benefield of 3000 Chestnut Avenue, Suite 405A, Baltimore, MD 21211

In this Agreement, the party who is contracting to be receiving services shall be referred to as “View”, and the party who will be providing the services shall be referred to as “Benefield”.

Whereas Benefield has a background in corporate development, managing the public market, investor relations and public relations with expertise in start-ups and mergers and acquisitions.

View desires to have services provided by Benefield.

Therefore, the parties agree as follows:

          1.      DESCRIPTION OF SERVICES.   Benefield has been performing and shall perform the following services for View: corporate development and business consulting.

          2.      PERFORMANCE OF SERVICES.    The manner in which the Services are to be performed and the specific hours to be worked by Benefield shall be determined by Benefield. View will rely on Benefield to work as many hours as may be reasonably necessary to fulfill Benefield’s obligations under this Agreement. Benefield will report to the Chief Executive Oficer during this engagement.

          3.      PAYMENT.    View grants Benefield 480,000(1) shares of common stock and 250,000 shares for a sign up bonus and 500,000 (2) for performing the above duties. View agrees to register the these shares for resale. In addition, bonus shares may be received for milestone accomplishment such as new duties, effort above the call of duty and at the discresion of management.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 Benefield shall reasonably request and do any and all other acts and things which may be necessary or advisable to enable Benefield to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction; and (ii) furnish to Benefield 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 Benefield may from time to time reasonably request.

1  These shares are earned at a rate of 40,000 shares per month for each month of service and may be issued at Benefield's request or quarterly.
2  These shares are for miscellaneous expenses and work in process needs and will be registered as soon as practicable.

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          4.      NEW PROJECT APPROVAL.     Benefield and View recognize that Benefield's Services will include working on various projects for View. Benefield shall obtain the approval of View prior to the commencement of a new project.

          5.      TERM/TERMINATION.     This Agreement may be terminated by either party upon 30 days notice to the other party.

          6.      RELATIONSHIP OF PARTIES.     It is understood by the parties that Benefield is an independent contractor with respect to View, and not an employee of View. View will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Benefield.

          7.      DISCLOSURE.     Benefield is required to disclose any outside activities or interests, including ownership or participation in the development of prior inventions, that conflict or may conflict with the best interests of View. Prompt disclosure is required under this paragraph if the activity or interest is related, directly or indirectly, to:

- a product or product line of View

- a manufacturing process of View

- a customer or potential customer of View

- a product or system design of View

- a distributor, reseller or OEM of View

          8.      INDEMNIFICATION.     Benefield agrees to indemnify and hold View harmless from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against View that result from the acts or omissions of Benefield, Benefield's employees, if any, and Benefield's agents.

          9.      ASSIGNMENT.     Benefield's obligations under this Agreement may not be assigned or transferred to any other person, firm, or corporation without the prior written consent of View.

          10.      NONSOLICITATION.    During the term of this Agreement, and for 12 months thereafter, Benefield shall not solicit or hire View's employees to work for it, nor shall he solicit View's customers to sell products substantially similar to View's products. During the term of this Agreement, and for 12 months thereafter, Benefield shall not compete, directly or indirectly with View, in producing, selling and distributing products that are substantially similar to View's products.

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          11.      CONFIDENTIALITY.     View recognizes that Benefield has and will have the following information:

- inventions

- products

- prices

- costs

- discounts

- future plans

- business affairs

- trade secrets

- technical information

- customer lists

- product design information

- copyrights

and other proprietary information (collectively, “Information”) which are Benefielduable, special and unique assets of View and need to be protected from improper disclosure. In consideration for the disclosure of the Information, Benefield agrees that he will not at any time or in any manner, either directly or indirectly, use any Information for Benefield’s own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior written consent of View. Benefield will protect the Information and treat it as strictly confidential. A violation of this paragraph shall be a material violation of this Agreement.

          12.      UNAUTHORIZED DISCLOSURE OF INFORMATION.    If it appears that Benefield has disclosed (or has threatened to disclose) Information in violation of this Agreement, View shall be entitled to an injunction to restrain Benefield from disclosing, in whole or in part, such Information, or from providing any services to any party to whom such Information has been disclosed or may be disclosed.

          13.      CONFIDENTIALITY AFTER TERMINATION.     The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.

          14.      RETURN OF RECORDS.    Upon termination of this Agreement, Benefield shall deliver all records, notes, data, memoranda, models, and equipment of any nature that are in Benefield's possession or under Benefield's control and that are View's property or relate to View's business.

          15.      NOTICES.    All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States mail, postage prepaid, addressed as follows:

IF for View:

View Systems, Inc.
Gunther Than, President
Or its Board of Directors

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IF for Benefield:

Russ Benefield
3000 Chestnut Avenue, Suite 405A
Baltimore, Maryland 21211

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 inBenefieldid or unenforceable for any reason, the remaining provisions shall continue to be Benefieldid and enforceable. If a court finds that any provision of this Agreement is inBenefieldid or unenforceable, but that by limiting such provision it would become Benefieldid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

          19.      WAIVER OF CONTRACTUAL RIGHT.    The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

          20.      APPLICABLE LAW.    This Agreement shall be governed by the laws of the State of Maryland.

Party receiving services:
View Systems, Inc.

By:	/s/   Gunther Than
	Gunther Than President

4

Party providing services:

/s/   Russ Benefield

Corporate Development

5

EX-10.3

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SYSTEMS INC.

Consultant Agreement

This Agreement is made effective as of January 2, 2002 by and between:

View Systems, Inc., of Baltimore, MD 21223, and

Judy Downes, 503 Conifer Drive, Evergreen, CO 80439

In this Agreement, the party who is contracting to be receiving services shall be referred to as “View”, and the party who will be providing the services shall be referred to as “Downes”.

Whereas Downes has a background in government sales and corporate development.

View desires to have services provided by Downes.

Therefore, the parties agree as follows:

         1.      DESCRIPTION OF SERVICES.    Downes has been performing and shall perform the following services for View: corporate development and business consulting.

         2.       PERFORMANCE OF SERVICES.    The manner in which the Services are to be performed and the specific hours to be worked by Downes shall be determined by Downes. View will rely on Downes to work as many hours as may be reasonably necessary to fulfill Downes's obligations under this Agreement. Downes will report to the CEO during this engagement.

         3.     PAYMENT.    View grants Downes 60,000(1) shares of common stock for performing the above duties. View agrees to register the shares for resale, at its expense. 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 Downes shall reasonably request and do any and all other acts and things which may be necessary or advisable to enable Downes to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction; and (ii) furnish to Downes 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 Downes may from time to time reasonably request.

1   These shares are earned at a rate of 5,000 shares per month for each month of service and may be issued at Downes request or quarterly.

1

         4.       NEW PROJECT APPROVAL.    Downes and View recognize that Downes's Services will include working on various projects for View. Downes 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 Downes 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 Downes.

         7.       DISCLOSURE.    Downes 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.    Downes 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 Downes, Downes's employees, if any, and Downes's agents.

         9.       ASSIGNMENT.    Downes'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, Downes 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, Downes 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 Downes has and will have the following information:

- inventions

- products

2

- 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 Downesuable, special and unique assets of View and need to be protected from improper disclosure. In consideration for the disclosure of the Information, Downes agrees that he will not at any time or in any manner, either directly or indirectly, use any Information for Downes’s own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior written consent of View. Downes 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 Downes has disclosed (or has threatened to disclose) Information in violation of this Agreement, View shall be entitled to an injunction to restrain Downes from disclosing, in whole or in part, such Information, or from providing any services to any party to whom such Information has been disclosed or may be disclosed.

         13.       CONFIDENTIALITY AFTER TERMINATION.    The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.

         14.       RETURN OF RECORDS.    Upon termination of this Agreement, Downes shall deliver all records, notes, data, memoranda, models, and equipment of any nature that are in Downes's possession or under Downes'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
Or its Board of Directors

3

IF for Downes:

Judy Downes
503 Conifer Drive
Evergreen, Colorado 80439

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.

4

         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 inDownesid or unenforceable for any reason, the remaining provisions shall continue to be Downesid and enforceable. If a court finds that any provision of this Agreement is inDownesid or unenforceable, but that by limiting such provision it would become Downesid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

         19.       WAIVER OF CONTRACTUAL RIGHT.    The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

         20.       APPLICABLE LAW.    This Agreement shall be governed by the laws of the State of Maryland.

Party receiving services:
View Systems, Inc.

By:	/s/   Gunther Than
	Gunther Than Chairman & CEO

Party providing services:

/s/   Judy Downes

Corporate Development

5

EX-10.4

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SYSTEMS INC.

Consultant Agreement

This Agreement is made effective as of January 2, 2002 by and between:

View Systems, Inc., of Baltimore, MD 21223, and

Consultant Agreement

John Clayton of Salt Lake City, Utah

In this Agreement, the party who is contracting to be receiving services shall be referred to as “View”, and the party who will be providing the services shall be referred to as “Clayton”.

Whereas Clayton has a background in corporate development with expertise in start-ups, mergers and acquisitions.

View desires to have services provided by Clayton.

Therefore, the parties agree as follows:

         1.      DESCRIPTION OF SERVICES.    Clayton has been performing and shall perform the following services for View: corporate development and business consulting.

         2.      PERFORMANCE OF SERVICES.   The manner in which the Services are to be performed and the specific hours to be worked by Clayton shall be determined by Clayton. View will rely on Clayton to work as many hours as may be reasonably necessary to fulfill Clayton’s obligations under this Agreement. Clayton will report to the Chief Executive Officer during this engagement.

         3.     PAYMENT.    View grants Clayton 250,000¹ shares of common stock for performing the above duties. View agrees to register the these shares for resale. In addition, bonus shares may be received for milestone accomplishment such as new duties, effort above the call of duty and at the discretion of management. 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 Clayton shall reasonably request and do any and all other acts and things which may be necessary or advisable to enable Clayton to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction; and (ii) furnish to Clayton 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 Clayton may from time to time reasonably request.

1   These shares may be issued at Clayton request or quarterly.

1

         4.       NEW PROJECT APPROVAL.    Clayton and View recognize that Clayton's Services will include working on various projects for View. Clayton 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 Clayton 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 Clayton.

         7.       DISCLOSURE.    Clayton 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.    Clayton 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 Clayton, Clayton's employees, if any, and Clayton's agents.

         9.       ASSIGNMENT.    Clayton'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, Clayton 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, Clayton shall not compete, directly or indirectly with View, in producing, selling and distributing products that are substantially similar to View's products.

2

         11.       CONFIDENTIALITY.    View recognizes that Clayton 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 Claytonuable, special and unique assets of View and need to be protected from improper disclosure. In consideration for the disclosure of the Information, Clayton agrees that he will not at any time or in any manner, either directly or indirectly, use any Information for Clayton’s own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior written consent of View. Clayton 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 Clayton has disclosed (or has threatened to disclose) Information in violation of this Agreement, View shall be entitled to an injunction to restrain Clayton from disclosing, in whole or in part, such Information, or from providing any services to any party to whom such Information has been disclosed or may be disclosed.

         13.       CONFIDENTIALITY AFTER TERMINATION.    The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.

         14.       RETURN OF RECORDS.    Upon termination of this Agreement, Clayton shall deliver all records, notes, data, memoranda, models, and equipment of any nature that are in Clayton's possession or under Clayton'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:

3

IF for View:

View Systems, Inc.
Gunther Than, President
Or its Board of Directors

IF for Clayton:

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 inClaytonid or unenforceable for any reason, the remaining provisions shall continue to be Claytonid and enforceable. If a court finds that any provision of this Agreement is inClaytonid or unenforceable, but that by limiting such provision it would become Claytonid 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.

4

Party receiving services:
View Systems, Inc.

By:	/s/   Gunther Than
	Gunther Than CEO

Party providing services:

/s/   John Clayton

Corporate Development

5

EX-10.5

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SYSTEMS INC.

Consultant Agreement

This Agreement is made effective as of January 2, 2002 by and between:

View Systems, Inc., of Baltimore, MD 21223, and

Consultant Agreement

Dr. Martin Maassen of Lafayette, IN

In this Agreement, the party who is contracting to be receiving services shall be referred to as “View”, and the party who will be providing the services shall be referred to as “Maassen”.

Whereas Maassen has a background in government sales and corporate development.

View desires to have services provided by Maassen.

Therefore, the parties agree as follows:

         1.      DESCRIPTION OF SERVICES.    Maassen has been performing and shall perform the following services for View: corporate development and business consulting.

         2.      PERFORMANCE OF SERVICES.    The manner in which the Services are to be performed and the specific hours to be worked by Maassen shall be determined by Maassen. View will rely on Maassen to work as many hours as may be reasonably necessary to fulfill Maassen's obligations under this Agreement. Maassen will report to the CEO during this engagement.

         3.      PAYMENT.    View grants Maassen 100,000¹ shares of common stock for performing the above duties. View agrees to register the shares for resale, at its expense. 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 Maassen shall reasonably request and do any and all other acts and things which may be necessary or advisable to enable Maassen to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction; and (ii) furnish to Maassen 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 Maassen may from time to time reasonably request.

1   These shares may be issued at Maassen's request or quarterly.

1

         4.       NEW PROJECT APPROVAL.    Maassen and View recognize that Maassen's Services will include working on various projects for View. Maassen 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 Maassen 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 Maassen.

         7.       DISCLOSURE.    Maassen 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.    Maassen 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 Maassen, Maassen's employees, if any, and Maassen's agents.

         9.       ASSIGNMENT.    Maassen'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, Maassen 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, Maassen 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 Maassen has and will have the following information:

2

- 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 Maassenuable, special and unique assets of View and need to be protected from improper disclosure. In consideration for the disclosure of the Information, Maassen agrees that he will not at any time or in any manner, either directly or indirectly, use any Information for Maassen’s own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior written consent of View. Maassen 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 Maassen has disclosed (or has threatened to disclose) Information in violation of this Agreement, View shall be entitled to an injunction to restrain Maassen from disclosing, in whole or in part, such Information, or from providing any services to any party to whom such Information has been disclosed or may be disclosed.

         13.       CONFIDENTIALITY AFTER TERMINATION.    The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.

         14.       RETURN OF RECORDS.    Upon termination of this Agreement, Maassen shall deliver all records, notes, data, memoranda, models, and equipment of any nature that are in Maassen's possession or under Maassen'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:

3

IF for View:

View Systems, Inc.
Gunther Than, President
Or its Board of Directors

IF for Maassen:

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.

4

         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 inMaassenid or unenforceable for any reason, the remaining provisions shall continue to be Maassenid and enforceable. If a court finds that any provision of this Agreement is inMaassenid or unenforceable, but that by limiting such provision it would become Maassenid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

         19.       WAIVER OF CONTRACTUAL RIGHT.    The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

         20.       APPLICABLE LAW.    This Agreement shall be governed by the laws of the State of Maryland.

Party receiving services:
View Systems, Inc.

By:	/s/   Gunther Than
	Gunther Than Chairman & CEO

Party providing services:

/s/   Martin Maassen

Corporate Development

5

EX-23

EXHIBIT 23.2

STEGMAN
& COMPANY
CERTIFIED PUBLIC ACCOUNTANTS AND
MANAGEMENT CONSULTANTS SINCE 1975

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

         We hereby consent to the incorporation by reference in this Registration Statement (Form S-8) pertaining to the View Systems, Inc. Consulting Agreement of our report dated April 5, 2002, with respect to the financial statements of View Systems, Inc. included in its Annual Report on Form 10-KSB for the year ended December 31, 2001, filed with the Securities and Exchange Commission.

/s/   STEGMAN & COMPANY

Baltimore, Maryland
August 22, 2002