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 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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Exhibit 10.16