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                                                                   EXHIBIT 10.12


                         TELECOMMUNICATION SYSTEMS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

                         EFFECTIVE _______________, 2000

         The Plan provides eligible employees of TeleCommunication Systems, Inc.
(the "CORPORATION") and certain of its subsidiaries with opportunities to
purchase shares of the Corporation's Class A Common Stock, $0.01 par value per
share (the "COMMON STOCK"). The Plan is intended to benefit the Corporation by
increasing the employees' interest in the Corporation's growth and success and
encouraging employees to remain in the employ of the Corporation or its
participating subsidiaries. The Plan is intended to constitute an "employee
stock purchase plan" within the meaning of section 423 of the Internal Revenue
Code of 1986, as amended (the "CODE"), and shall be so applied and interpreted.

         1.       Shares Subject to the Plan. Subject to adjustment as provided
herein, the aggregate number of shares of Common Stock that may be made
available for purchase under the Plan is 2,000,000 shares. The shares purchased
under the Plan may, in the discretion of the Board of Directors of the
Corporation (the "BOARD"), be authorized but unissued shares of Common Stock,
shares purchased on the open market, or shares from any other proper source.

         2.       Administration. The Plan will be administered by the Board or
by a committee appointed by the Board (the "ADMINISTRATOR"). The Administrator
has authority to interpret the Plan, to make, amend and rescind all rules and
regulations for the administration and operation of the Plan, and to make all
other determinations necessary or desirable in administering and operating the
Plan, all of which will be final and conclusive. No member of the Administrator
shall be liable for any action or determination made in good faith with respect
to the Plan.

         3.       Eligibility. All employees of the Corporation, including
directors who are employees, and all employees of any subsidiary of the
Corporation (as defined in Code section 424(f)), now or hereafter existing, that
is designated by the Administrator from time to time as a participating employer
under the Plan (a "DESIGNATED SUBSIDIARY"), are eligible to participate in the
Plan, subject to such further eligibility requirements as may be specified by
the Administrator consistent with Code section 423.

         4.       Options to Purchase Common Stock.

         (a)      Options ("OPTIONS") will be granted pursuant to the Plan to
each eligible employee on the first day on which the National Association of
Securities Dealers Automated Quotation ("NASDAQ") system is open for trading
("TRADING DAY") on or after January 1 of each year commencing on or after the
Effective Date (as defined in Section 18), or such other date specified by the
Administrator. Each Option will terminate on the last Trading Day of a period
specified by the Administrator (each such period referred to herein as an
"OPTION PERIOD"). No Option Period shall be longer than 27 months in duration.
Unless the Administrator determines otherwise, subsequent Option Periods of
equal duration will follow consecutively thereafter, each commencing on the
first Trading Day immediately after the expiration of the preceding Option
Period.

         (b)      An individual must be employed as an eligible employee by the
Corporation or a Designated Subsidiary on the first Trading Day of an Option
Period in order to be granted an Option for that Option Period. However, the
Administrator may designate any subsequent Trading Day(s) (each such designated
Trading Day referred to herein as an "INTERIM TRADING DAY") in an Option Period
upon which Options will be granted to eligible employees who first commence
employment with, or first




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become eligible employees of, the Corporation or a Designated Subsidiary after
the first Trading Day of the Option Period. In such event, the Interim Trading
Day shall constitute the first Trading Day of the Option Period for all Options
granted on such day for all purposes under the Plan.

         (c)      Each Option represents a right to purchase on the last Trading
Day of the Option Period or on one or more Trading Days within the Option Period
designated by the Administrator (each such designated Trading Day and the last
Trading Day of the Option Period, a "PURCHASE DATE"), at the Purchase Price
hereinafter provided for, whole shares of Common Stock up to such maximum number
of shares specified by the Administrator on or before the first day of the
Option Period. All eligible employees granted Options under the Plan for an
Option Period shall have the same rights and privileges with respect to such
Options. The purchase price of each share of Common Stock (the "PURCHASE PRICE")
subject to an Option will be determined by the Administrator, in its discretion,
on or before the beginning of the Option Period; provided, however, that the
Purchase Price for an Option with respect to any Option Period shall never be
less than the lesser of 85 percent of the Fair Market Value of the Common Stock
on (i) the first Trading Day of the Option Period or (ii) the Purchase Date, and
shall never be less than the par value of the Common Stock.

         (d)      For purposes of the Plan, "FAIR MARKET VALUE" on a Trading Day
means the average of the high and low sale prices per share of Common Stock as
reflected on the principal consolidated transaction reporting system for
securities listed on any national securities exchange or other market quotation
system on which the Common Stock may be principally listed or quoted or, if
there are no transactions on a Trading Day, then such average for the preceding
Trading Day upon which transactions occurred. However, for the Trading Day that
occurs on the date of the initial public offering of the Common Stock, "Fair
Market Value" shall mean the initial offering price of the Common Stock to the
public as indicated in the Corporation's final prospectus in connection with
such offering and as such price is negotiated between the Corporation and the
managing underwriters.

         (e)      Notwithstanding any provision in this Plan to the contrary, no
employee shall be granted an Option under this Plan if such employee,
immediately after the Option would otherwise be granted, would own 5% or more of
the total combined voting power or value of the stock of the Corporation or any
subsidiary. For purposes of the preceding sentence, the attribution rules of
Code section 424(d) will apply in determining the stock ownership of an
employee, and all stock which the employee has a contractual right to purchase
will be treated as stock owned by the employee.

         (f)      Notwithstanding any provision in this Plan to the contrary, no
employee may be granted an Option which permits his rights to purchase Common
Stock under this Plan and all other stock purchase plans of the Corporation and
its subsidiaries to accrue at a rate which exceeds $25,000 of the fair market
value of such Common Stock (determined at the time such Option is granted) for
each calendar year in which the Option is outstanding at any time, as required
by Code section 423.

         5.       Payroll Deductions and Cash Contributions.

         To facilitate payment of the Purchase Price of Options, the
Administrator, in its discretion, may permit eligible employees to authorize
payroll deductions to be made on each payday during the Option Period, and/or to
contribute cash or cash-equivalents to the Corporation, up to a maximum amount
determined by the Administrator. The Corporation will maintain bookkeeping
accounts for all employees who authorize payroll deduction or make cash
contributions. Interest will not be paid on any employee accounts, unless the
Administrator determines otherwise. The Administrator shall establish rules and
procedures, in its discretion, from time to time regarding elections to
authorize payroll deductions,



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changes in such elections, timing and manner of cash contributions, and
withdrawals from employee accounts. Amounts credited to employee accounts on the
Purchase Date will be applied to the payment of the Purchase Price of
outstanding Options pursuant to Section 6 below.

         6.       Exercise of Options; Purchase of Common Stock. Options shall
be exercised at the close of business on the Purchase Date. In accordance with
rules established by the Administrator, the Purchase Price of Common Stock
subject to an option shall be paid (i) from funds credited to an eligible
employee's account, (ii) by a broker-assisted cashless exercise in accordance
with Regulation T of the Board of Governors of the Federal Reserve System, or
(iii) by such other method as the Administrator shall determine from time to
time. Options shall be exercised only to the extent the purchase price is paid
with respect to whole shares of Common Stock. Any balance remaining in an
employee's account on a Purchase Date after such purchase of Common Stock will
be carried forward automatically into the employee's account for the next
Purchase Date or Option Period, as applicable, unless the employee is not an
eligible employee with respect to the next Purchase Date or Option Period, as
applicable, in which case such amount will be promptly refunded.

         7.       Issuance of Certificates. As soon as practicable following
each Purchase Date, certificates representing shares of Common Stock purchased
under the Plan will be issued only in the name of the employee, in the name of
the employee and another person of legal age as joint tenants with rights of
survivorship, or (in the Administrator's sole discretion) in the street name of
a brokerage firm, bank or other nominee holder designated by the employee or the
Administrator.

         8.       Rights on Retirement, Death, Termination of Employment, or
Termination of Status as Eligible Employee. In the event of an employee's
termination of employment or termination of status as an eligible employee prior
to a Purchase Date (whether as a result of the employee's voluntary or
involuntary termination, retirement, death or otherwise), any outstanding Option
granted to him will immediately terminate, no further payroll deduction will be
taken from any pay due and owing to the employee and the balance in the
employee's account will be paid to the employee or, in the event of the
employee's death, (a) to the executor or administrator of the employee's estate
or (b) if no such executor or administrator has been appointed to the knowledge
of the Administrator, to such other person(s) as the Administrator may, in its
discretion, designate. If, prior to a Purchase Date, the Designated Subsidiary
by which an employee is employed will cease to be a subsidiary of the
Corporation, or if the employee is transferred to a subsidiary of the
Corporation that is not a Designated Subsidiary, the employee will be deemed to
have terminated employment for the purposes of this Plan.

         9.       Optionees Not Stockholders. Neither the granting of an Option
to an employee nor the deductions from his pay will constitute such employee a
stockholder of the shares of Common Stock covered by an Option under this Plan
until such shares have been purchased by and issued to him.

         10.      Options Not Transferable. Options under this Plan are not
transferable by a participating employee other than by will or the laws of
descent and distribution, and are exercisable during the employee's lifetime
only by the employee.

         11.      Withholding of Taxes. To the extent that a participating
employee realizes ordinary income in connection with the purchase, sale or other
transfer of any shares of Common Stock purchased under the Plan or the crediting
of interest to the employee's account, the Corporation may withhold amounts
needed to cover such taxes from any payments otherwise due and owing to the
participating employee or from shares that would otherwise be issued to the
participating employee hereunder. Any



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participating employee who sells or otherwise transfers shares purchased under
the Plan must, within 30 days of such sale or transfer, notify the Corporation
in writing of the sale or transfer.

         12.      Application of Funds. All funds received or held by the
Corporation under the Plan may be used for any corporate purpose until applied
to the purchase of Common Stock and/or refunded to participating employees and
can be commingled with other general corporate funds. Participating employees'
accounts will not be segregated.

         13.      Effect of Changes in Capitalization.

         (a)      Changes in Stock. If the number of outstanding shares of
Common Stock is increased or decreased or the shares of Common Stock are changed
into or exchanged for a different number or kind of shares or other securities
of the Corporation by reason of any recapitalization, reclassification, stock
split, reverse split, combination of shares, exchange of shares, stock dividend,
or other distribution payable in capital stock, or other increase or decrease in
such shares effected without receipt of consideration by the Corporation
occurring after the effective date of the Plan, the number and kind of shares
that may be purchased under the Plan shall be adjusted proportionately and
accordingly by the Corporation. In addition, the number and kind of shares for
which Options are outstanding shall be similarly adjusted so that the
proportionate interest, if any, of a participating employee immediately
following such event shall, to the extent practicable, be the same as
immediately prior to such event. Any such adjustment in outstanding Options
shall not change the aggregate Purchase Price payable by a participating
employee with respect to shares subject to such Options, but shall include a
corresponding proportionate adjustment in the Purchase Price per share.

         (b)      Reorganization in Which the Corporation Is the Surviving
Corporation. Subject to Subsection (c) of this Section 13, if the Corporation
shall be the surviving corporation in any reorganization, merger or
consolidation of the Corporation with one or more other corporations, all
outstanding Options under the Plan shall pertain to and apply to the securities
to which a holder of the number of shares of Common Stock subject to such
Options would have been entitled immediately following such reorganization,
merger or consolidation, with a corresponding proportionate adjustment of the
Purchase Price per share so that the aggregate Purchase Price thereafter shall
be the same as the aggregate Purchase Price of the shares subject to such
Options immediately prior to such reorganization, merger or consolidation.

         (c)      Reorganization in Which the Corporation Is Not the Surviving
Corporation or Sale of Assets or Stock. Upon any dissolution or liquidation of
the Corporation, or upon a merger, consolidation or reorganization of the
Corporation with one or more other corporations in which the Corporation is not
the surviving corporation, or upon a sale of all or substantially all of the
assets of the Corporation to another corporation, or upon any transaction
(including, without limitation, a merger or reorganization in which the
Corporation is the surviving corporation) approved by the Board that results in
any person or entity owning more than 50 percent of the combined voting power of
all classes of stock of the Corporation, the Plan and all Options outstanding
hereunder shall terminate, except to the extent provision is made in writing in
connection with such transaction for the continuation of the Plan and/or the
assumption of the Options theretofore granted, or for the substitution for such
Options of new Options covering the stock of a successor corporation, or a
parent or subsidiary thereof, with appropriate adjustments as to the number and
kinds of shares and exercise prices, in which event the Plan and Options
theretofore granted shall continue in the manner and under the terms so
provided. In the event of any such termination of the Plan, the Option Period
shall be deemed to have ended on the last Trading Day prior to such termination,
and, unless the Administrator determines otherwise in its discretion, each


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participating employee shall have the ability to choose either to (i) have all
monies then credited to such employee's account (including interest, to the
extent any has accrued) returned to such participating employee or (ii) exercise
his Options in accordance with Section 6 on such last Trading Day; provided,
however, that if a participating employee does not exercise his right of choice,
his Options shall be deemed to have been automatically exercised in accordance
with Section 6 on such last Trading Day. The Administrator shall send written
notice of an event that will result in such a termination to all participating
employees not later than the time at which the Corporation gives notice thereof
to its stockholders.

         (d)      Adjustments. Adjustments under this Section 13 related to
stock or securities of the Corporation shall be made by the Committee, whose
determination in that respect shall be final, binding, and conclusive.

         (e)      No Limitations on Corporation. The grant of an Option pursuant
to the Plan shall not affect or limit in any way the right or power of the
Corporation to make adjustments, reclassifications, reorganizations or changes
of its capital or business structure or to merge, consolidate, dissolve or
liquidate, or to sell or transfer all or any part of its business or assets.

         14.      Amendment of the Plan. The Board may at any time, and from
time to time, amend this Plan in any respect, except that (a) if the approval of
any such amendment by the stockholders of the Corporation is required by Code
section 423, such amendment will not be effected without such approval, and (b)
in no event may any amendment be made which would cause the Plan to fail to
comply with Code section 423 unless expressly so provided by the Board.

         15.      Insufficient Shares. In the event that the total number of
shares of Common Stock specified in elections to be purchased under any Option
plus the number of shares purchased under all Options previously granted under
this Plan exceeds the maximum number of shares issuable under this Plan, the
Administrator will allot the shares then available on a pro rata basis. Any
funds then remaining in a participating employee's account after purchase of the
employee's pro-rata number of shares will be refunded.

         16.      Termination of the Plan. This Plan may be terminated at any
time by the Board. Except as otherwise provided in Section 13(c) hereof, upon
termination of this Plan all outstanding Options shall immediately terminate and
amounts in the employees' accounts will be promptly refunded.

         17.      Governmental Regulations.

         (a)      The Corporation's obligation to sell and deliver Common Stock
under this Plan is subject to listing on a national stock exchange or quotation
on Nasdaq and the approval of all governmental authorities required in
connection with the authorization, issuance or sale of such stock.

         (b)      The Plan will be governed by the laws of the State of
Maryland, without regard to the conflict of laws principles thereof, except to
the extent that such law is preempted by federal law.

         18.      Effective Date. The Plan is effective as of the date on which
it was approved by the Board of Directors of the Corporation (the "EFFECTIVE
DATE"), subject to the approval of the stockholders of the Corporation within 12
months of the effective date.



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