EXECUTIVE EMPLOYMENT AGREEMENT


 


Executive Employment Agreement
("Agreement") is made and effective this 1st day of January, 2014 by and between View Systems, Inc., a Nevada corporation
whose principal place of business is 1550 Caton Center Drive, Baltimore, MD 21227 (the "Company") and Gunther Than ("Executive").


 


WHEREAS, the Company wishes
to assure itself of the benefit of Executive's services, experience and loyalty, and Executive has indicated his willingness to
provide his services, experience and loyalty on the terms and conditions set forth herein:


 


NOW, THEREFORE, in consideration
of the mutual covenants herein contained and other good and valuable consideration, the parties hereto agree as follows:


 


1.Employment.


 


Subject to approval of its
board of directors, Company hereby employs Executive as its President and Chief Executive Officer and Executive hereby accepts
such employment in accordance with the terms of this Agreement. In the event of any conflict or ambiguity between the terms of
this Agreement and terms of employment applicable to regular employees, the terms of this Agreement shall control. Election or
appointment of Executive to another office or position, regardless of whether such office or position is inferior to Executive's
initial office or position, shall not be a breach of this Agreement.


 


2.Duties of
Executive.


 


The duties of Executive
shall include the performance of all of the duties typical of the office held by Executive and such other duties and responsibilities
as may be assigned by the Chairman of the Board of Directors (the "Chairman") and/or the directors of the Company.


 


3.Exclusivity.


 


(a)Executive shall faithfully,
industriously, and to the best of Executive’s ability, serve the Company, shall in all respects conform to and comply with
the lawful and reasonable directions and instructions given to him by the Directors and Officers of the Company having authority
over him and shall perform all duties in a professional, ethical and businesslike manner and promote and serve the interests of
the Company.


 


(b)Executive shall not
engage in activities which would interfere significantly with his faithful performance of his duties hereunder. Executive may
engage in other professional activities or be involved in other businesses as long as they do not conflict or interfere with his
ability to serve in his capacity for the Company.


 


4.Compensation.


 


Executive shall be paid
compensation during this Agreement as follows:


 


(a)A base salary of
$20,000.00 per month, payable in form of cash or shares of the Company’s shares as agreed upon. This base salary may be
adjusted from time to time by the Company’s board of directors or a committee of the Company’s board of directors;
provided that the base salary shall not be less than the initial base salary, unless the parties mutually agree otherwise.


 





(b)An incentive bonus
to be determined by the Board of Directors of Company based upon Company's performance and the results achieved by Executive in
his job performance.



    	 	 	 



    	 



    




(c) Options, to purchase shares of Company Common Stock, such
Options to accrue and to be granted in the event that Executive is employed and according to a pre-determined schedule. The
Options shall be earned and vest in Executive in accordance with a set schedule to be decided by the Board of Directors
(BoD). 


 


 (d) A per annum[1] payment[2] of at least 1,600,000 shares of common stock and additionally whatever the BoD may give a bonus or additional at their discretion in exchange for the non-compete provisions contained in paragraph 7 below.




 


 (e) In the event of a change in control of the BoD or a buyout or a takeover or substantial change of management structure Mr. Than will receive a minimum of three years salary and plus 4.8 million common shares of unrestricted S8 stock or the equivalent in cash at Mr. Than’s discretion.




 


5.Benefits.


 


(a) Expense
Reimbursement. Executive shall be entitled to reimbursement for all reasonable expenses, including travel and entertainment,
incurred by Executive in the performance of Executive's duties. Executive will maintain records and receipts. If employee does
not get a regular payroll in cash form all expenses relating to health care, transportation and living expenses including food,
rent and reasonable living costs shall be paid by the company.


 


(b)Benefit Plans. Executive
shall be entitled to participate in such employee benefit plans as Company shall establish for Executives from time to time.


 


6.Rights to
Work Product.


 


In consideration of Executive's
original and continuing employment under this Agreement, it is agreed and understood that Executive shall disclose to Company
all inventions, improvements, designs, information, reports, studies, other tangible or intangible material of any nature whatsoever
produced or as a result of any of the services performed by Executive hereunder and all copies of any of the foregoing. Executive
hereby irrevocably grants, assigns, transfers and sets over unto Company all right, title and interest of any kind, nature or
description in and to the above referenced work product and Executive shall not be entitled to make use of the work product except
as may be expressly permitted in this Agreement. Executive agrees to execute: (i) any and all documents and; (ii) provide all
such assistance, as is reasonably requested by Company in connection with the registration and protection by litigation or otherwise
of any patents, copyrights, trademarks or other proprietary rights in the work product produced hereunder (including any reissues
thereof).


 


7.Confidential
Information and Noncompetition.


 


(a)Confidential Information. Executive recognizes that
the services to be performed by him/her hereunder are special, unique and extraordinary in that, by reason of his employment hereunder,
he may acquire or has acquired confidential information and trade secrets concerning the operation of the Company, the use or
disclosure of which could cause Company substantial loss and damages that could not be readily calculated and for which no remedy
at law would be adequate. Accordingly, in consideration of Executive's original and continued employment by Company in a capacity
in which he may receive or contribute to the production of confidential information, and the payment specified in paragraph 4d
above, Executive agrees and acknowledges that all tangible and intangible information obtained or developed, and in connection
with the performance of this Agreement (including information developed by Executive as part of his/her performance of services)
which is so designated by Company, shall be considered to be confidential and proprietary information which contains valuable
business information and trade secrets of company relating to its business practices and critical to its competitive position
in the marketplace.


 


(i)Information publicly known that
is generally employed by the trade at or after the time Executive first learns of such information, or generic information or
knowledge which Executive would have learned in the course of similar employment or work elsewhere in the trade, shall not be
deemed part of the company confidential information.


 


(ii)All notes, materials or records,
of any kind, in any way incorporating or reflecting any of the Company confidential information shall belong exclusively to Company
and Executive agrees to turn over all copies of such materials in his control to Company upon termination of this Agreement.



    	 	 	 



    	 



    




(iii)Executive agrees during the term
of this Agreement and thereafter to hold in confidence and not to directly or indirectly reveal, report, publish, disclose or
transfer any of the Company confidential information to any person or utilize any of the Company confidential information for
any purpose, except in the course of his/her work for the Company.


 


(iv)Executive agrees to notify Company
promptly and in writing of any circumstances of which Executive has knowledge relating to any possession, use or knowledge of
any portion of the Company confidential information by any unauthorized person.


 


(b)No Competing Employment.
In consideration of the payment specified in paragraph 4(d) above, for so long as Executive is employed by Company, and for
one calendar year following termination of this Agreement, Executive shall not, unless he receives prior written consent from
the Board of Directors, directly or indirectly, own an interest in, manage, operate, join, control, lend money or render financial
or other assistance to or participate in or be connected with, as an officer, employee, partner, stockholder, consultant or otherwise,
any individual, partnership, firm, corporation or other business entity that materially competes with the Company. This covenant
shall survive termination of this Agreement.


 


(c)No Interference.
In consideration of the payment specified in paragraph 4(d) above, during the term of this Agreement, and for one calendar
year following termination of this Agreement, Executive shall not, whether for his own account or for the account of any other
individual, partnership, firm, corporation, or other business organization (other than the Company), intentionally solicit, endeavor
to entice away from Company or otherwise interfere with the relationship of Company with any person who is employed by or otherwise
engaged to perform services for Company (including, but not limited to, any employees of Company's venture partners and independent
sales representatives or organizations) or any person or entity who is, or was within the then most recent twelve (12) month period,
a customer or client of the Company. This covenant shall survive termination of this Agreement.


 


8.Term and Termination.


 


(a)The Initial Term
of this Agreement shall commence on the effective date noted above and it shall continue in effect unless terminated by either
party upon ninety (90) days written notice.


 


(b)This Agreement and
Executive's employment may be terminated by Company at its discretion at any time, provided that if the termination is without
cause, for a period of three years following such termination, Executive shall be paid his base salary and a bonus for each of
the three years equivalent in value to the bonus received in the year prior to his termination.


 


(c)This Agreement may be terminated by Executive at Executive's
discretion by providing at least ninety (90) days prior written notice to the Company. In the event of termination by Executive
pursuant to this subsection, Company may immediately relieve Executive of all duties and immediately terminate this Agreement,
provided that company shall pay Executive the compensation Executive has earned hereunder to the termination date included in
Executive's original termination notice.


 


(d)In the event Company
is acquired, or is the non-surviving party in a merger, or sells all or substantially all of its assets, this Agreement shall
not be deemed terminated as a result thereof.


 


9.Notices.


 


Any notice required by this
Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery
or by certified mail, postage prepaid, or recognized overnight deliver services:


 


If to Company:


 


View Systems, Inc.


1550 Caton Center Drive


Baltimore, MD 21227



    	 	 	 



    	 



    




If to Executive:


 


Gunther Than


22454 Hillcrest Circle


Golden, Colorado 80401


 


10.Entire Agreement.


 


This Agreement constitutes
the entire Agreement between the parties with respect to the subject matter hereof and supersedes and merges all prior proposals,
understandings and all other agreement, oral or written between the parties relating to such subject matter. Each party hereby
acknowledges that it has not entered into this Agreement in reliance upon any representation made by the other party and not embodied
herein.


 


11.Headings.


 


Headings used in this Agreement
are provided for convenience only and shall not be used to construe meaning or intent.


 


12.Assignment.


 


(a)By Executive.
Neither this Agreement nor any right, duty, obligation or interest hereunder may be assigned or delegated by Executive without
the prior express written approval of Company, which may be withheld by Company at Company's absolute discretion.


 


(b)By Company.
This Agreement and all of Company's rights and obligations hereunder may be assigned, delegated or transferred by it to (i) any
venture partner of Company or to any parent, subsidiary or affiliate of any venture partner, or (ii) any business entity which
at any time by merger, consolidation or otherwise acquires all or substantially all of the assets of the Company or to which Company
transfers all or substantially all of its assets. Upon such assignment, delegation or transfer, any such partner, parent, subsidiary,
affiliate or other business entity shall be deemed to be substituted for all purposes as the Company hereunder.


 


(c)Binding Effect.
This Agreement shall be binding upon, and inure to the benefit of, the parties hereto, any successors to or assigns of Company
and Executive's heirs and the personal representatives of Executive's estate.


 


13.Severability.





 


If any term of this Agreement
is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.


 


14.Miscellaneous.


 


(a)This Agreement may
not be modified or altered except by a written instrument executed by both parties.


 


(b)The parties agree
that each provision in this Agreement is deemed equally essential to each party.


 


(c)The failure of either
of the parties to insist upon strict performance of any of the provisions of this Agreement shall not be construed as the waiver
of any subsequent default of a similar nature.


 


(d)Either party shall
be excused from performance and shall not be liable for any delay in deliver or for non-delivery, in whole or in part, caused
by the occurrence of any contingency beyond the control of the parties.



    	 	 	 



    	 



    




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


 





	View Systems, Inc.	 	Executive
	 	 	 
	Chairman of the Board	 	President & CEO
	Dr. Martin Maassen	 	Gunther Than



 


 


 




[1] Accrued from the beginning of the calendar year and payable
in whole regardless of length of service for the year and at any time during the year.


[2] Payable upon request