EXHIBIT 10.47

                             UNIT PURCHASE AGREEMENT

         THIS  UNIT  PURCHASE  AGREEMENT,  dated  as of  October  1,  2001  (the
"Agreement")  between View Systems,  Inc., a Florida corporation with offices at
925 West Kenyon Avenue, Suite 15, Englewood,  Colorado 81106 (the "Company") and
the persons and/or entities listed on the Schedule of Investors  attached hereto
as Exhibit E (collectively referred to as the "Investors").

                                    RECITALS

         WHEREAS,  the parties  desire  that,  upon the terms and subject to the
conditions  contained herein, the Company shall issue and sell to the Investors,
and the Investors  shall purchase up to 2,000,000  Units (as defined below) (the
"Units").

         WHEREAS, the investment will be made in reliance upon the provisions of
Section 4(2) and  Regulation D of the United States  Securities  Act of 1933, as
amended,  and the  regulations  promulgated  thereunder,  and/or upon such other
exemptions  from the  registration  requirements of the Securities Act as may be
available with respect to any and all of the investments to be made hereunder.

         NOW,  THEREFORE,  in consideration of the mutual covenants and promises
contained herein and other good and valuable  consideration,  the sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:

                                   ARTICLE I

                               Certain Definitions

              Section 1.1 "Capital  Shares"  shall mean the Common Stock and any
shares of any other class of Common Stock  whether now or hereafter  authorized,
having the right to  participate in the  distribution  of earnings and assets of
the Company.

              Section  1.2   "Capital   Shares   Equivalents"   shall  mean  any
securities,  rights,  or obligations  that are convertible  into or exchangeable
for, or giving any right to,  subscribe for any Capital Shares of the Company or
any  warrants,  options or other  rights to  subscribe  for or purchase  Capital
Shares or any such convertible or exchangeable securities.

              Section  1.3  "Closing"  shall  mean  one of the  closings  of the
purchase and sale of the Units pursuant to Article 11 below.

              Section 1.4  "Closing  Date" shall mean the date of the closing of
the purchase and sale of the Units pursuant to Article II below.

              Section 1.5 "Common Stock" shall mean the Company's  common stock,
$0.001 par value per share.


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              Section  1.6  "Damages"  shall  mean  any  loss,  claim,   damage,
liability,  costs and  expenses  which  shall  include,  but not be limited  to,
reasonable  attorney's  fees,  disbursements,   costs  and  expenses  of  expert
witnesses and investigation.

              Section 1.7 "Effective  Date" shall mean the date on which the SEC
first declares effective the Registration Statement.

              Section  1.8  "Escrow  Aunt"  shall mean the law firm of Daniel W.
Jackson, pursuant to the terms of the Escrow Agreement attached as Exhibit B.

              Section 1.9 "Exchange Act" shall mean the Securities  Exchange Act
of 1934, as amended, and the rules and regulations promulgated thereunder.

              Section 1.10 "Legend"  shall have the meaning set forth in Article
VIII below.

              Section 1.11  "Material  Adverse  Effect" shall mean any effect on
the business,  operations,  properties,  earnings, prospects, Bid Price, trading
volume of the Common  Stock,  or  financial  condition  of the  Company  that is
material and adverse to the Company and its subsidiaries  and affiliates,  taken
as a whole, and/or any condition, circumstance, or situation that would prohibit
or otherwise in any material  respect  interfere with the ability of the Company
to enter into and  perform  any of its  obligations  under this  Agreement,  the
Registration Rights Agreement and the Escrow Agreement.

              Section  1.12  "NASD"  shall  mean  the  National  Association  of
Securities Dealers, Inc.

              Section 1.13  "Outstanding"  when used with reference to shares of
Common Stock, or Capital Shares (collectively the "Shares"),  shall mean, at any
date as of which the number of such Shares is to be  determined,  all issued and
outstanding  Shares,  and shall  include all such Shares  issuable in respect of
outstanding scrip or any certificates  representing fractional interests in such
Shares; provided,  however, that Outstanding shall not mean any such Shares then
directly or indirectly owned or held by or for the account of the Company.

              Section 1.14 "Person" shall mean an individual,  a corporation,  a
partnership,  an  association,  a limited  liability  company,  a trust or other
entity or  organization,  including a government or political  subdivision or an
agency or instrumentality thereof.

              Section 1.15 "Principal Market" shall mean the OTC Bulletin Board,
Nasdaq National  Market,  the Nasdaq Small Cap Stock Market,  the American Stock
Exchange, or the New York Stock Exchange, whichever is at the time the principal
trading exchange or market for the Common Stock.

              Section 1.16  "Registrable  Securities"  shall have the definition
set forth in the Registration Rights Agreement.

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              Section  1.17  "Registration  Rights  Agreement"  shall  mean  the
agreement  regarding the filing of the Registration  Statement for the resale of
the Registrable Securities, entered into between the Company, and the Investors.

              Section 1.18  "Registration  Statement"  shall mean a registration
statement on Form SB-2, for the  registration  of the resale by the Investors of
the Registrable Securities under the Securities Act.

              Section  1.19  "Regulation  D" shall have the meaning set forth in
the recitals of this Agreement.

              Section  1.20  "SEC"  shall  mean  the   Securities  and  Exchange
Commission.

              Section  1.21  "Section  4(2)" shall have the meaning set forth in
the recitals of this Agreement.

              Section 1.22  "Securities Act" shall have the meaning set forth in
the recitals of this Agreement.

              Section 1.23 "Warrants" shall mean Common Stock Purchase  Warrant,
annexed hereto as Exhibit C.

              Section  1.24  "Warrant  Shares"  shall  mean all shares of Common
Stock or other  securities  issued or issuable  pursuant to the  exercise of the
Warrants.

                                   ARTICLE II

              Purchase and Sale of the Preferred Stock and Warrants

              Section 2.1  Closings.  The Company will sell,  and the  Investors
will buy, on the Closing Date  2,000,000  Units at a per unit price of $0.50.

              Section 2.2 Form of Payment.  The Investors shall pay the Purchase
Price  by  delivering  good  funds in  United  States  Dollars  by check or wire
transfer  to the  Escrow  Agent,  against  delivery  of the  original  shares of
Warrants.  The parties have entered into an Escrow  Agreement  annexed hereto as
Exhibit B.

              Section 2.3 Wire  Instructions.  Wire  instructions for the Escrow
Agent   can  be   arranged   by   contacting   the  law   office  of  Daniel  W.
Jackson (801) 596-8338.

              Section  2.4  Units.  Each  Unit is  comprised  of a share  of the
Company's  common stock,  and one Common Stock  Purchase  Warrant which shall be
exercisable beginning on the Closing Date and extending for a three month period
thereafter  and  shall  grant to the  investor  or holder  thereof  the right to
purchase one additional  share of the Company's common stock at a price of $0.70
per share.  The common share and  warrants  shall be delivered by the Company to
the Escrow Agent and  delivered  to the  Investor  pursuant to the terms of this

                                      -3-
<PAGE>

Agreement and the Escrow Agreement. The common share and the warrant share shall
be registered for resale pursuant to the Registration Rights Agreement.

              Section 2.5 Closings. The closings are as follows:

                   (i)  Acceptance  by the Investor of this  Purchase  Agreement
and due  execution by all parties of this  Agreement  and the  Exhibits  annexed
hereto;

                  (ii)  Delivery  into  escrow by the  Company  of the  original
Initial Shares, original Warrant as more fully set forth in the Escrow Agreement
attached hereto;

                 (iii)  Delivery  into escrow by the  Investors  of the Purchase
Price as set forth in the Escrow Agreement annexed hereto;

                  (iv)  All  representations,  covenants,  and warranties of the
Company  contained herein shall remain true and correct in all material respects
as of Closing Date;

                                  ARTICLE III

                 Representations and Warranties of the Investors

         The Investor represents and warrants to the Company that:

              Section 3.1 Intent.  The Investor is entering into this  Agreement
for its own  account  and has no present  arrangement  (whether  or not  legally
binding)  at any time to sell the  Common  Stock to, or  through  any  person or
entity;  provided,  however,  that by making  the  representations  herein,  the
Investor  does not  agree to hold the  Common  Stock  for any  minimum  or other
specific  term and reserves the right to dispose of the Common Stock at any time
in  accordance  with  federal  and  state  securities  laws  applicable  to such
disposition.

              Section 3.2 Sophisticated  Investors.  The Investors are described
in Rule 506(b)(2)(11) of Regulation D) and a accredited  investor (as defined in
Rule 501 of  Regulation  D), and have such  experience in business and financial
matters  that  they  are  capable  of  evaluating  the  merits  and  risks of an
investment  in the Units.  The Investors  acknowledge  that an investment in the
Common Stock is speculative and involves a high degree of risk.

              Section 3.3 Authority. This Agreement has been duly authorized and
validly  executed  and  delivered  by the  Investors  and is a valid and binding
agreement of the Investor  enforceable against each of it in accordance with its
terms, subject to applicable  bankruptcy,  insolvency,  or similar laws relating
to, or affecting generally the enforcement of, creditors' rights and remedies or
by other equitable principles of general application.

              Section 3.4 Not an  Affiliate.  The  Investors are not an officer,
director or  "affiliate"  (as that term is defined in Rule 405 of the Securities
Act) of the Company.

                                      -4-
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              Section 3.5  Organization  and  Standing.  The  Investors are duly
organized,  validly  existing,  and in  good  standing  under  the  laws  of the
countries and/or states of their incorporation or organization.

              Section 3.6 Absence of  Conflicts.  The  execution and delivery of
this  Agreement  and any other  document or  instrument  executed in  connection
herewith,  and the consummation of the transactions  contemplated  thereby,  and
compliance  with the  requirements  thereof,  will not  violate  any law,  rule,
regulation,  order,  writ,  judgment,  injunction,  decree or award  binding  on
Investors,  or, to the  Investors  knowledge,  (a) violate any  provision of any
indenture,  instrument  or  agreement  to which  the  Investor  is a party or is
subject, or by which the Investors or any of their assets is bound; (b) conflict
with or constitute a material default thereunder;  (c) result in the creation or
imposition of any lien pursuant to the terms of any such  indenture,  instrument
or agreement,  or constitute a breach of any fiduciary duty owed by Investors to
any third party; or (d) require the approval of any  third-party  (which has not
been  obtained)  pursuant  to  any  material  contract,  agreement,  instrument,
relationship or legal  obligation to which the Investors are subject or to which
any of their assets, operations or management maybe subject.

              Section 3.7 Disclosure;  Access to Information. The Investors have
received all  documents,  records,  books and other  information  pertaining  to
Investors'  investment  in the Company that have been  requested  by  Investors,
including the  opportunity to ask questions and receive  answers.  The Investors
have reviewed or received copies of any such reports that have been requested by
it. The Investors represent that they have reviewed the Company Reports.

              Section 3.8 Manner of Sale. At no time was the Investors presented
with or  solicited  by or  through  any  leaflet,  public  promotional  meeting,
television   advertisement  or  any  other  form  of  general   solicitation  or
advertising.

              Section 3.9 Registration or Exemption Requirements.  The Investors
further acknowledges and understands that the Securities may not be transferred,
resold or otherwise  disposed of except in a  transaction  registered  under the
Securities Act and any applicable  state securities laws, or unless an exemption
from  such  registration  is  available.   The  Investors  understand  that  the
certificate(s) evidencing the Common Shares, and Warrants will be imprinted with
a legend that  prohibits  the transfer of these  securities  unless (1) they are
registered  or such  registration  is not  required,  or (ii) if the transfer is
pursuant to an exemption from registration (with no limitations).

              Section 3.10 No Legal,  Tax or  Investment  Advice.  The Investors
understand  that nothing in this Agreement or any other  materials  presented to
the Investors in connection with the purchase and sale of the Units  constitutes
legal,  tax or  investment  advice.  The  Investors  have  relied  on,  and have
consulted with, such legal,  tax and investment  advisors as they, in their sole
discretion,  have deemed  necessary  or  appropriate  in  connection  with their
purchase of the Units.

                                      -5-
<PAGE>

                                   ARTICLE IV

                  Representations and Warranties of the Company

         The Company represents and warrants to the Investors that:

              Section  4.1  Organization  of  the  Company.  The  Company  is  a
corporation  duly  incorporated  and existing in good standing under the laws of
the  State of  Florida  and has all  requisite  corporate  authority  to own its
properties  and to  carry on its  business  as now  being  conducted  except  as
described in the Company Documents. The Company is duly qualified to do business
as a foreign  corporation and is in good standing in every jurisdiction in which
the  nature  of the  business  conducted  or  property  owned by it  makes  such
qualification  necessary,  other than  those in which the  failure so to qualify
would not reasonably be expected to have a Material Adverse Effect

              Section 4.2 Authority. (1) The Company has the requisite corporate
power and  authority  to enter  into and  perform  its  obligations  under  this
Agreement,  and all Exhibits  annexed  hereto,  and to issue the Common  Shares,
Warrants, and Warrant Shares, (11) the execution,  issuance and delivery of this
Agreement,  and all Exhibits annexed hereto, by the Company and the consummation
by it of the transactions  contemplated  hereby have been duly authorized by all
necessary  corporate  action and no  further  consent  or  authorization  of the
Company or its Board of Directors,  and (iii) this  Agreement,  and all Exhibits
annexed  hereto,  have been duly  executed  and  delivered  by the  Company  and
constitute valid and binding  obligations of the Company enforceable against the
Company in accordance  with their terms,  except as such  enforceability  may be
limited by applicable  bankruptcy,  insolvency,  or similar laws relating to, or
affecting  generally the  enforcement of,  creditors'  rights and remedies or by
other  equitable  principles  of general  application.  Upon their  issuance and
delivery  pursuant to this  Agreement,  the Common Shares,  Warrants and Warrant
Shares, will be validly issued, fully paid and nonassessable and will be free of
any liens or encumbrances  other than those created  hereunder or by the actions
of the Investor; provided, however, that the Common Shares, Warrants and Warrant
Shares,  are subject to  restrictions  on transfer  under state  and/or  federal
securities  laws.  The  issuance  and sale of the Common  Shares,  Warrants  and
Warrant  Shares,  under will not give rise to any  preemptive  right or right of
first refusal or right of participation on behalf of any person.

              Section 4.3  Capitalization.  The authorized  capital stock of the
Company  consists of  50,000,000  shares of Common  Stock,  $0.001 par value per
share, as of June 30, 2001, the Company reported in it's Form 10-QSB filing that
the  Company's  issued  and  outstanding  was  15,225,620  shares.  All  of  the
outstanding  shares of Common  Stock of the  Company  has been duly and  validly
authorized and issued and are fully paid and nonassessable.  No shares of Common
Stock are entitled to  preemptive  or similar  rights.  To the  knowledge of the
Company, no Person or group of Persons beneficially owns (as determined pursuant
to Rule 13d-3 promulgated under the Exchange Act) or has the night to acquire by
agreement with or by obligation binding upon the Company beneficial ownership of
in excess of five percent of the Common Stock.

                                      -6-
<PAGE>

              Section 4.4 Common  Stock.  The Common  Stock has been  registered
pursuant to Section  12(g) of the  Exchange  Act.  The Common Stock is currently
listed or quoted on the OTC Bulletin Board under the symbol VYST.

              Section 4.5 Company  Documents.  The Company has delivered or made
available to the Investor true and complete copies of the Company Documents. The
Company has not  provided to the  Investor any  information  that,  according to
applicable law, rule or regulation, should have been disclosed publicly prior to
the date hereof by the Company, but which has not been so disclosed. None of the
Company  Documents contain any untrue statement of a material fact or omitted to
state a material  fact  required to be stated  therein or  necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading.  The financial  statements of the Company  included in the
Company  Documents  comply as to form in all material  respects with  applicable
accounting  requirements.  Such  financial  statements  have  been  prepared  in
accordance with generally accepted accounting principles applied on a consistent
basis during the periods involved  (except (i) as may be otherwise  indicated in
such financial  statements or the notes thereto or (ii) in the case of unaudited
interim  statements,  to the extent  they may not  include  footnotes  or may be
condensed or summary statements) and fairly present in all material respects the
financial  position  of the  Company as of the dates  thereof and the results of
operations and cash flows for the periods then ended.

              Section 4.6 Valid Issuances. When issued and payment has been made
therefor, Common Shares, Warrants and Warrant Shares, sold to the Investors will
be duly and validly issued, fully paid, and nonassessable.  Neither the issuance
of the Common Shares, Warrants and Warrant Shares to the Investors, pursuant to,
nor the Company's  performance of its obligations under this Agreement,  and all
Exhibits  annexed  hereto will (i) result in the creation or  imposition  by the
Company of any liens, charges,  claims or other encumbrances upon the securities
issued to the  Investors,  or any of the assets of the Company,  or (11) entitle
the holders of  Outstanding  Capital  Shares to  preemptive  or other  rights to
subscribe to or acquire the Capital Shares or other securities of the Company.

              Section 4.7 No General  Solicitation  or  Advertising in Regard to
this  Transaction.  Neither  the  Company  nor  any of its  affiliates  nor  any
distributor  or any person  acting on its or their  behalf (i) has  conducted or
will  conduct any general  solicitation  (as that term is used in Rule 502(c) of
Regulation D) or general advertising with respect to the Units, or (ii) made any
offers or sales of any  security  or  solicited  any offers to buy any  security
under any circumstances  that would require  registration of the Units under the
Securities Act.

              Section 4.8 Corporate Documents. The Company has furnished or made
available to each of the Investors true and correct copies of. (i) the Company's
Articles of  Incorporation,  as amended and in effect on the date hereof-,  (ii)
the  Company's  by-laws,  as  amended  and in  effect  on the date  hereof  (the
"By-Laws");  (iii) Form 10  Registration  Statement;  and (iv) Form 10-K and 10Q
report.

              Section 4.9 No Conflicts. The execution,  delivery and performance
of this  Agreement  by the  Company and the  consummation  by the Company of the
transactions  contemplated hereby,  including without limitation the issuance of

                                      -7-
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the Common Shares,  Warrants and Warrant Shares,  do not and will not (i) result
in a violation of the Company's  Articles of Incorporation  or By-Laws,  or (ii)
conflict with, or constitute a material default (or an event that with notice or
lapse of time or both  would  become a  default)  under,  or give to others  any
rights of termination,  amendment, acceleration or cancellation of, any material
agreement,  indenture,  instrument or any "lock-up" or similar  provision of any
underwriting  or similar  agreement  to which the  Company is a party,  or (111)
result in a violation  of any  federal,  state or local law,  rule,  regulation,
order,  judgment  or decree  (including  federal and state  securities  laws and
regulations)  applicable to the Company or by which any property or asset of the
Company is bound or affected,  nor is the Company  otherwise  in  violation  of,
conflict with or in default  under any of the foregoing as would not  reasonably
be  expected  to have,  individually  or in the  aggregate,  a Material  Adverse
Effect.  The business of the Company is not being  conducted in violation of any
law,  ordinance or regulation of any  governmental  entity,  except for possible
violations  that  either  singly or in the  aggregate  would not  reasonably  be
expected to have a Material  Adverse  Effect.  The Company is not required under
federal,  state  or  local  law,  rule or  regulation  to  obtain  any  consent,
authorization or order of, or make any filing or registration with, any court or
governmental  agency in order for it to  execute,  deliver or perform any of its
obligations  under this Agreement  (including all Exhibits annexed hereto) or to
issue and sell the Common Shares, Warrants and Warrant Shares in accordance with
the terms hereof, provided that, for purposes of the representation made in this
sentence,  the Company is assuming and relying upon the accuracy of the relevant
representations and agreements of the Investors herein.

              Section 4.10 No Material Adverse Change. Since September 28, 2001,
no Material  Adverse  Effect has occurred or exists with respect to the Company,
except as publicly announced.

              Section  4.11  No  Undisclosed  Liabilities.  The  Company  has no
liabilities or obligations which are material, individually or in the aggregate,
that are not disclosed in the Company Documents or otherwise publicly announced,
other than those set forth in the Company's financial  statements or as incurred
in the ordinary  course of the Company's  businesses  since May 1993, and which,
individually  or in the  aggregate,  would not  reasonably be expected to have a
Material Adverse Effect.

              Section  4.12  No  Undisclosed  Events  or  Circumstances.   Since
September 28, 2001, no event or circumstance has occurred or exists with respect
to the Company or its businesses, properties, prospects, operations or financial
condition,  that,  under  applicable  law, rule or regulation,  requires  public
disclosure or announcement prior to the date hereof by the Company but which has
not been so publicly announced or disclosed in the Company Documents.

              Section 4.13 No Integrated  Offering.  To the Company's knowledge,
neither the Company, nor any of its affiliates,  nor any person acting on its or
their  behalf  has,  directly  or  indirectly,  made any  offers or sales of any
security or solicited  any offers to buy any  security,  other than  pursuant to
this  Agreement or pursuant to the  Company's  existing  employee  benefit plan,
under  circumstances that would cause the offering of the Units pursuant to this
Agreement  to be  integrated  with prior or future  offerings by the Company for
purposes  of  the  Securities  Act  or  any  applicable   stockholder   approval
provisions.

                                      -8-
<PAGE>

              Section  4.14  Litigation  and  Other  Proceedings.  There  are no
lawsuits or proceedings  pending or to the knowledge of the Company  threatened,
against the Company,  nor has the Company received any written or oral notice of
any such action,  suit,  proceeding or investigation,  which would reasonably be
expected to have a Material  Adverse Effect.  Except as set forth in the Company
Documents,  no judgment,  order,  whit,  injunction  or decree or award has been
issued  by or,  so far as is  known  by the  Company,  requested  of any  court,
arbitrator or governmental  agency which would be reasonably  expected to result
in a Material Adverse Effect.

              Section 4.15 Acknowledgment of Dilution.  The Company is aware and
acknowledges that issuance of Common Shares,  and/or Warrant Shares,  may result
in dilution of the  outstanding  shares of Common Stock,  which  dilution may be
substantial under certain market  conditions.  The Company further  acknowledges
that  its  obligation  to  issue  the  Common  Shares,  and  Warrant  Shares  is
unconditional and absolute regardless of the effect of any such dilution.

              Section 4.16  Employee  Relations.  The Company is not involved in
any labor  dispute,  nor, to the  knowledge of the Company,  is any such dispute
threatened which could reasonably be expected to have a Material Adverse Effect.
None of the Company's  employees is a member of a union and the Company believes
that its relations with its employees are good.

              Section 4.17 Environmental  Laws. The Company is (1) in compliance
with any and all foreign, federal, state and local laws and regulations relating
to the  protection of human health and safety,  the  environment or hazardous or
toxic  substances or wastes,  pollutants or  contaminants  and which the Company
know is  applicable  to them  ("Environmental  Laws"),  (ii)  has  received  all
permits,  licenses or other approvals  required under  applicable  Environmental
Laws to conduct  its  business,  and (iii) is in  compliance  with all terms and
conditions of any such permit, license or approval.

              Section  4.18  Insurance.  The  Company is insured by  insurers of
recognized  financial  responsibility  against such losses and risks and in such
amounts as management of the Company believes to be prudent and customary in the
businesses in which the Company is engaged. The Company has no notice to believe
that it will not be able to renew its  existing  insurance  coverage as and when
such coverage  expires,  or obtain similar coverage from similar insurers as may
be necessary to continue  its business at a cost that would not  materially  and
adversely  affect  the  condition,  financial  or  otherwise,  or the  earnings,
business or operation, of the Company.

              Section 4.19 Board Approval. The board of directors of the Company
has concluded,  in its good faith business  judgment,  that the issuances of the
securities  of the Company in  connection  with this  Agreement  are in the best
interests of the Company.

              Section 4.20 Integration.  The Company shall not and shall use its
best efforts to ensure that no affiliate  shall sell,  offer for sale or solicit
offers to buy or  otherwise  negotiate in respect of any security of the Company
that would be integrated  with the offer or sale of the Units,  in a manner that
would require the registration  under the Securities Act of the issue,  offer or
sale of the  Units to the  Investors.  The  Units  are  being  offered  and sold

                                      -9-
<PAGE>

pursuant  to the terms  hereunder,  are not being  offered and sold as part of a
previously commenced private placement of securities.

              Section 4.21 Use of Proceeds.  The Company represents that the net
proceeds from this offering will be used for working capital  purposes,  and not
for the repayment of any outstanding  judgments  against the Company  (including
any  affiliate  or  subsidiary)  or any  officer,  director  or  employee of the
Company.

                                   ARTICLE V

                           Covenants of the Investors

              Section 5.1 4.99% Limitation. The number of shares of Common Stock
which may be  acquired  by any of the  Investors  pursuant  to the terms of this
Agreement shall not exceed the number of such shares which, when aggregated with
all other  shares of Common  Stock  then  owned by any of the  Investors,  would
result in any of the  Investors  owning  more than 4.99% of the then  issued and
outstanding Common Stock.

                                   ARTICLE VI

                            Covenants of the Company

              Section  6.1  Registration  Rights.  The  Company  shall cause the
Registration  Rights Agreement to remain in full force and effect so long as any
Registrable  Securities  remain  outstanding and the Company shall comply in all
material respects with the terms thereof

              Section 6.2  Reservation  of Common Stock.  As of the date hereof,
the Company has  authorized  and  reserved  and the  Company  shall  continue to
reserve and keep available at all times,  free of preemptive  rights,  shares of
Common Stock for the purpose of enabling  the Company to satisfy any  obligation
to issue the Common Shares, Warrants and Warrant Shares. The number of shares so
reserved  shall be  increased or  decreased  to reflect  potential  increases or
decreases in the Common Stock that the Company may thereafter be so obligated to
issue by reason of adjustments to the Warrants.

              Section  6.3  Legends.  The Common  Shares,  Warrants  and Warrant
Shares,  to be issued by the Company pursuant to this Agreement shall be free of
legends, except as set forth in Article VIII.

              Section 6.4 Corporate  Existence.  The Company will take all steps
necessary to preserve and continue the corporate existence of the Company.

              Section 6.5 Notice of Certain Events Affecting  Registration.  The
Company will immediately notify each of the Investors within three Business Days
after the occurrence of any of the following events in respect of a registration
statement  or  related  prospectus  in  respect of an  offering  of  Registrable
Securities:  (i) receipt of any request for additional information by the SEC or
any  other  federal  or  state  governmental  authority  during  the  period  of
effectiveness of the Registration Statement for amendments or supplements to the
Registration  Statement or related  prospectus;  (ii) the issuance by the SEC or

                                      -10-
<PAGE>

any other federal or state  governmental  authority of any stop order suspending
the  effectiveness  of  the  Registration  Statement  or the  initiation  of any
proceedings for that purpose;  (iii) receipt of any notification with respect to
the suspension of the  qualification  or exemption from  qualification of any of
the  Registrable  Securities for sale in any  jurisdiction  or the initiation or
threatening of any proceeding for such purpose;  (iv) the happening of any event
that  makes  any  statement  made  in  the  Registration  Statement  or  related
prospectus or any document  incorporated or deemed to be incorporated therein by
reference  untrue in any  material  respect or that  requires  the making of any
changes in the Registration Statement,  related prospectus or documents so that,
in the case of the  Registration  Statement,  it will  not  contain  any  untrue
statement of a material  fact or omit to state any material  fact required to be
stated therein or necessary to make the statements  therein not misleading,  and
that in the case of the  related  prospectus,  it will not  contain  any  untrue
statement of a material  fact or omit to state any material  fact required to be
stated therein or necessary to make the statements  therein, in the light of the
circumstances  under which they were made, not misleading (the Company shall not
be required to notify the Investors in this case in the event such  notification
would be deemed the release of  nonpublic  information);  and (v) the  Company's
reasonable  determination  that a  post-effective  amendment to the Registration
Statement would be appropriate.  The Company will,  within five Business Days of
when filed with the SEC make  available to the Investors any such  supplement or
amendment to the related prospectus.

              Section 6.6  Consolidation;  Merger. The Company shall not, at any
time after the date hereof,  effect any merger or  consolidation  of the Company
with or into,  or a transfer  of all or  substantially  all of the assets of the
Company  to,  another  entity (a  "Consolidation  Event")  unless the  resulting
successor or acquiring entity (if not the Company) assumes by written instrument
the  obligation  to  deliver  to the  Investors  such  shares  of  stock  and/or
securities as the Investors are entitled to receive pursuant to this Agreement.

              Section 6.7  Issuance of Common  Shares and  Warrant  Shares.  The
issuance of the Common  Shares and Warrant  Shares  shall be made in  accordance
with the provisions and  requirements  of Section 4(2) of the Securities Act, or
Regulation D and any applicable state securities law.

              Section 6.8  Exercise of  Warrants.  The Company  will pen-nit the
Investors to exercise  their night to exercise the Warrants,  by  telecopying an
executed and completed  Notice of Exercise (along with payment of the applicable
Exercise Price) to the Company as is set forth in the Warrant.

              Section 6.9  Increase in  Authorized  Shares.  At such time as the
Company  would be, if a notice of exercise  were to be  delivered  on such date,
precluded  from  honoring (i) the exercise in full of the  Warrants,  due to the
unavailability  of a sufficient  number of shares of authorized  but unissued or
re-acquired  Common Stock,  the Board of Directors of the Company shall promptly
(and in any case  within  forty five (45)  calendar  days from such date) hold a
shareholders  meeting in which the shareholders  would vote for authorization to
amend the  Company's  certificate  of  incorporation  to increase  the number of
shares of Common  Stock which the Company is  authorized  to issue to at least a
number  of  shares  equal to the sum of (i) all  shares  of  Common  Stock  then
outstanding,  (ii) the number of shares of Common  Stock  issuable on account of

                                      -11-
<PAGE>

all outstanding  warrants,  options and convertible  securities  (other than the
Warrants) and on account of all shares  reserved  under any stock option,  stock
purchase,  warrant or similar  plan,  and (iv) such number of Warrant  Shares as
would then be issuable  upon the exercise in full of the  Warrants,  as would be
issuable on such date. In  connection  therewith,  the Board of Directors  shall
promptly (x) adopt proper resolutions  authorizing such increase,  (y) recommend
to and  otherwise  use its best efforts to promptly and duly obtain  shareholder
approval to carry out such  resolutions  and (z) within three  Business  Days of
obtaining such shareholder  authorization,  file an appropriate amendment to the
Company's  certificate of  incorporation  to evidence such  increase.  In no way
shall  the  aforementioned  be  deemed a  waiver  of the  Company's  obligations
contained in Section 6.2 above.

              Section  6.10 Notice of  Breaches.  Each of the Company on the one
hand,  and the Investors on the other,  shall give prompt  written notice to the
other of any breach by it of any  representation,  covenant,  warranty  or other
agreement  contained in this Agreement or any Exhibit annexed hereto, as well as
any events or occurrences arising after the date hereof,  which would reasonably
be likely to cause any representation,  covenant, or warranty or other agreement
of such party,  as the case may be,  contained in this  Agreement or any Exhibit
annexed  hereto,  to be  incorrect  or  breached  as of such date.  However,  no
disclosure by either party  pursuant to this Section shall be deemed to cure any
breach of any  representation,  warranty or other  agreement  contained  in this
Agreement or any Exhibit annexed hereto.  Notwithstanding  the generality of the
foregoing,  the Company  shall  promptly  notify each  Investor of any notice or
claim  (written or oral) that it receives  from any lender of the Company to the
effect that the consummation of the transactions  contemplated by this Agreement
or any Exhibit annexed hereto,  violates or would violate any written  agreement
or  understanding  between  such lender and the Company,  and the Company  shall
promptly  furnish by facsimile to each Investor a copy of any written  statement
in support of or relating to such claim or notice.

                                  ARTICLE VII

         Due Diligence Review, Non-Disclosure of Non-Public Information

              Section 7.1 Due Diligence Review. The Company shall make available
for inspection and review by the Investors,  advisors to and  representatives of
the  Investors  (who  may or may not be  affiliated  with  the  Investors),  any
underwriter  participating  in any disposition of the Registrable  Securities on
behalf  of the  Investors  pursuant  to the  Registration  Statement,  any  such
registration  statement or amendment or supplement thereto or any blue sky, NASD
or other filing, all financial and other records, all Company Documents, and all
other  corporate  documents  and  properties of the Company as may be reasonably
necessary  for the purpose of such  review,  and cause the  Company's  officers,
directors and employees to supply all such information  reasonably  requested by
any of the  Investors  or any such  representative,  advisor or  underwriter  in
connection with such Registration Statement (including,  without limitation,  in
response to all questions and other  inquiries  reasonably  made or submitted by
any of them),  prior to and from time to time after the filing and effectiveness
of the Registration Statement for the sole purpose of enabling the Investors and
such representatives, advisors and underwriters and their respective accountants
and attorneys to conduct  initial and ongoing due diligence  with respect to the
Company and the accuracy of the Registration Statement.

                                      -12-
<PAGE>

              Section 7.2 Non-Disclosure of Non-Public Information

              (a) The  Company  has  not  disclosed,  and  hereafter  shall  not
disclose nonpublic information to the Investors, advisors to, or representatives
of, the Investors  unless prior to disclosure  of such  information  the Company
identifies such  information as being  non-public  information and provides each
Investor, and its advisors and representatives with the opportunity to accept or
refuse to accept such non-public  information for review.  The Company may, as a
condition to disclosing any non-public  information  hereunder,  require each of
the  Investors  advisors  and  representatives  to enter into a  confidentiality
agreement in form reasonably satisfactory to the Company and the Investors.

              (b)  Nothing   herein  shall   require  the  Company  to  disclose
non-public   information   to  any  of  the  Investors  or  their   advisors  or
representatives,  and  the  Company  represents  that it  does  not  disseminate
non-public  information  to any investors who purchase stock in the Company in a
public offering, to money managers or to securities analysts, provided, however,
that  notwithstanding  anything  herein to the  contrary,  the Company  will, as
hereinabove provided, immediately notify the advisors and representatives of the
Investors  and,  if any,  underwriters,  of any  event or the  existence  of any
circumstance   (without  any  obligation  to  disclose  the  specific  event  or
circumstance)  of which it becomes aware,  constituting  non-public  information
(whether or not requested of the Company  specifically  or generally  during the
course of due diligence by such persons or entities), which, if not disclosed in
the  prospectus  included  in  the  Registration   Statement  would  cause  such
prospectus  to  include  a  material  misstatement  or to omit a  material  fact
required to be stated therein in order to make the statements, therein, in light
of the circumstances in which they were made, not misleading.  Nothing contained
in this Section  shall be construed to mean that such persons or entities  other
than the  Investors  (without  the  written  consent of the  Investors  prior to
disclosure of such  information)  may not obtain  non-public  information in the
course  of  conducting  due  diligence  in  accordance  with  the  terms of this
Agreement  and nothing  herein shall  prevent any such persons or entities  from
notifying  the Company of their opinion that based on such due diligence by such
persons  or  entities,  that  the  Registration  Statement  contains  an  untrue
statement of a material  fact or omits a material  fact required to be stated in
the  Registration  Statement  or  necessary  to make  the  statements  contained
therein, in light of the circumstances in which they were made, not misleading.

                                  ARTICLE VIII

                                     Legends

              Section 8.1 Legends.  The Investors  agree to the  imprinting,  so
long  as is  required  by  this  Section,  of  the  following  legend  (or  such
substantially  similar  legend  as is  acceptable  to the  Investors  and  their
counsel, the parties agreeing that any unacceptable legended securities shall be
replaced promptly by and at the Company's cost) on the securities:

         [FOR WARRANTS AND COMMON SHARES] NEITHER THESE  SECURITIES NOR THE
     SECURITIES  INTO WHICH  THESE  SECURITIES  ARE  EXERCISABLE  HAVE BEEN
     REGISTERED  WITH  THE  SECURITIES  AND  EXCHANGE   COMMISSION  OR  THE
     SECURITIES COMMISSION OF

                                      -13-
<PAGE>

     ANY STATE IN RELIANCE UPON AN EXEMPTION  FROM  REGISTRATION  UNDER THE
     SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "SECURITIES  ACT"),  AND,
     ACCORDINGLY,  MAY  NOT  BE  OFFERED  OR  SOLD  EXCEPT  PURSUANT  TO AN
     EFFECTIVE  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
     TO AN AVAILABLE  EXEMPTION  FROM, OR IN A TRANSACTION  NOT SUBJECT TO,
     THE REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
     WITH APPLICABLE STATE SECURITIES LAWS.

         [ONLY FOR WARRANT  SHARES TO THE EXTENT THE RESALE  THEREOF IS NOT
     COVERED BY AN EFFECTIVE REGISTRATION STATEMENT AT THE TIME OF ISSUANCE
     OR EXERCISE] THE SHARES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
     REGISTERED  WITH  THE  SECURITIES  AND  EXCHANGE   COMMISSION  OR  THE
     SECURITIES  COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
     REGISTRATION  UNDER  THE  SECURITIES  ACT OF  1933,  AS  AMENDED  (THE
     "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
     PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE SECURITIES
     ACT OR PURSUANT TO AN AVAILABLE  EXEMPTION  FROM,  OR IN A TRANSACTION
     NOT SUBJECT TO, THE  REGISTRATION  REQUIREMENTS  OF THE SECURITIES ACT
     AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

    The Warrant Shares shall not contain the legend set forth above or any other
restrictive  legend  if the  issuance  of  such  occurs  at  any  time  while  a
Registration  Statement is effective under the Securities Act in connection with
the  resale  of the  shares of  Common  Stock  or, in the event  there is not an
effective  Registration  Statement at such time, if in the opinion of counsel to
the Company such legend is not required  under  applicable  requirements  of the
Securities Act (including Judicial  interpretations and pronouncements issued by
the staff of the  Commission).  The  Company  agrees  that it will  provide  the
Investors,  upon request,  with a certificate or certificates  representing  the
Warrant  Shares,  free from such legend at such time as such legend is no longer
required hereunder. The Company may not make any notation on its records or give
instructions to any transfer agent of the Company which enlarge the restrictions
of transfer set forth in this Section.

    Upon the  execution  and  delivery  hereof,  the  Company  is issuing to the
transfer  agent for its  Common  Stock  (and to any  substitute  or  replacement
transfer  agent for its Common Stock upon the Company's  appointment of any such
substitute or replacement transfer agent) instructions in substantially the form
of Exhibit H hereto. Such shall be irrevocable by the Company from and after the
date hereof or from and after the  issuance  thereof to any such  substitute  or
replacement  transfer agent,  as the case may be, except as otherwise  expressly
provided in the Registration  Rights Agreement.  It is the intent and purpose of
such  instructions,  as provided therein,  to require the transfer agent for the
Common Stock from time to time upon  transfer of  Registrable  Securities by the
Investors to issue certificates  evidencing such Registrable  Securities free of
the Legend  during the following  periods and under the following  circumstances
and except as provided  below,  without  consultation by the transfer agent with

                                      -14-
<PAGE>

the  Company or its  counsel  and  without  the need for any  further  advice or
instruction or documentation to the transfer agent by or from the Company or its
counsel or the Investors:

              (a) at any time after the Effective Date, upon surrender of one or
more  certificates  evidencing  the  Warrants  or Warrant  Shares  that bear the
aforementioned  Legend,  to the extent  accompanied  by a notice  requesting the
issuance of new certificates free of the aforementioned  legend to replace those
surrendered;  provided  that  (i)  the  Registration  Statement  shall  then  be
effective;  (ii) the Investor(s) confirm to the transfer agent that it has sold,
pledged or otherwise transferred or agreed to sell, pledge or otherwise transfer
such  Common  Stock in a bona fide  transaction  to a third party that is not an
affiliate  of the  Company;  and (iii) the  Investor(s)  confirm to the transfer
agent  that  the  Investor(s)   have  complied  with  the  prospectus   delivery
requirement.

              (b) at any time  upon any  surrender  of one or more  certificates
evidencing Registrable  Securities,  that bear the aforementioned legend, to the
extent  accompanied by a notice requesting the issuance of new certificates free
of such legend to replace those surrendered and containing  representations that
(i) the  Investor(s)  is  permitted to dispose of such  Registrable  Securities,
without  limitation as to amount or manner of sale pursuant to Rule 144(k) under
the  Securities  Act or (ii) the  Investor(s)  has sold,  pledged  or  otherwise
transferred  or agreed to sell,  pledge or otherwise  transfer such  Registrable
Securities,  in a  manner  other  than  pursuant  to an  effective  registration
statement,  to a  transferee  who will upon such  transfer be entitled to freely
tradeable  securities.  The  Company  shall  have  counsel  provide  any and all
opinions  necessary for the sale under Rule 144, as permitted  under  applicable
law.

         Any of the  notices  referred  to above in this  Section may be sent by
facsimile to the Company's transfer agent.

              Section 8.2 No Other  Legend or Stock  Transfer  Restrictions.  No
legend other than the one  specified in this Article has been or shall be placed
on the share certificates  representing the Common Stock, and no instructions or
"stop  transfer  orders," so called,  "stock  transfer  restrictions,"  or other
restrictions  have been or shall be given to the Company's  transfer  agent with
respect thereto other than as expressly set forth in this Article.

              Section 8.3 Investor's  Compliance.  Nothing in this Article shall
affect in any way any of the Investors obligations under any agreement to comply
with all applicable securities laws upon resale of the Common Stock.

                                   ARTICLE IX

                                  Choice of Law

              Section 9.1 Choice of Law,  Venue,  Jurisdiction.  This  Agreement
will be construed  and enforced in  accordance  with and governed by the laws of
the State of Colorado,  except for matters  arising  under the  Securities  Act,
without  reference  to  principles  of  conflicts  of law.  Each of the  parties
consents to the exclusive  jurisdiction  of the United States District Court for
the  District of  Colorado in  connection  with any dispute  arising  under this
Agreement  and hereby  waives,  to the  maximum  extent  permitted  by law,  any

                                      -15-
<PAGE>

objection,  including  any  objection  based on  forum  non  conveniens,  to the
bringing of any such proceeding in such jurisdictions.  Each party hereby agrees
that if another party to this Agreement  obtains a judgment against it in such a
proceeding,  the party which  obtained such judgment may enforce same by summary
judgment in the courts of any country having jurisdiction over the party against
whom such  judgment  was  obtained,  and each party  hereby  waives any defenses
available  to it  under  local  law  and  agrees  to the  enforcement  of such a
judgment.  Each party to this Agreement  irrevocably  consents to the service of
process in any such proceeding by the mailing of copies thereof by registered or
certified mail, postage prepaid,  to such party at its address set forth herein.
Nothing herein shall affect the night of any party to serve process in any other
manner permitted by law. Each party waives its night to a trial by jury.

                                   ARTICLE X

              Assignment; Entire Agreement, Amendment, Termination

              Section 10.1 Assignment. The Investor's interest in this Agreement
and its ownership of Common Stock and Warrants may be assigned or transferred at
any time,  in whole or in part,  to any other  person or entity  (including  any
affiliate  of the  Investors)  who  agrees  to,  and  truthfully  can,  make the
representations  and  warranties  contained in Article III, and who agrees to be
bound by the  covenants of Article V. The  provisions  of this  Agreement  shall
inure to the benefit of, and be  enforceable  by, any  transferee  of any of the
shares of Common Stock and/or  Warrants  purchased or acquired by the  Investors
hereunder with respect to the Common Stock held by such person.

              Section 10.2 Termination.  This Agreement shall terminate upon the
earliest of (i) the date that all the  Registrable  Securities have been sold by
the  Investors  pursuant  to the  Registration  Statement;  (ii)  the  date  the
Investors  receive  an  opinion  from  counsel  to the  Company  that all of the
Registrable  Securities  may be sold under the  provisions of Rule 144,  without
volume  limitation;  or (iii)  five  years  after the  Closing  Date;  provided,
however,  that the  provisions  of Articles III, IV, V, VI, VII, VII, IX, X, XI,
and II  herein,  and the  registration  rights  provisions  for the  Registrable
Securities  held  by  the  Investors  set  forth  in  this  Agreement,  and  the
Registration Rights Agreement, shall survive the termination of this Agreement.

                                   ARTICLE XI

                                     Notices

              Section 11.1 Notices. All notices,  demands,  requests,  consents,
approvals,  and other communications required or permitted hereunder shall be in
writing and, unless otherwise specified herein,  shall be (i) personally served,
(ii) deposited in the mail,  registered or certified,  return receipt requested,
postage  prepaid,  (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other  address as such party shall have  specified
most recently by written notice. Any notice or other  communication  required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or  delivery  by  facsimile,   with  accurate  confirmation   generated  by  the

                                      -16-
<PAGE>

transmitting  facsimile  machine,  at the address or number designated below (if
delivered on a Business Day during normal business hours where such notice is to
be received),  or the first  Business Day following  such delivery (if delivered
other than on a Business Day during normal  business  hours where such notice is
to be received), or (b) on the second Business Day following the date of mailing
by reputable courier service, fully prepaid,  addressed to such address, or upon
actual receipt of such mailing,  whichever shall first occur.  The addresses for
such communications shall be:

         If to the Company:
                                View Systems, Inc.
                                925 West Kenyon Avenue
                                Suite 15
                                Englewood, Colorado 81106

         If to the Investors:
                                See attached Exhibit E

         Either party hereto may from time to time change its address or
facsimile number for notices under this Section 11. 1 by giving at least ten
calendar days' prior written notice of such changed address or facsimile number
to the other party hereto.

              Section 11.2 Indemnification.  The Company agrees to indemnify and
hold harmless each of the Investors and each officer,  director of the Investors
or  person,  if any,  who  controls  the  Investors  within  the  meaning of the
Securities  Act against any losses,  claims,  damages or  liabilities,  Joint or
several (which shall,  for all purposes of this Agreement,  include,  but not be
limited to, all costs of defense and  investigation and all attorneys' fees), to
which the Investors may become  subject,  under the Securities Act or otherwise,
insofar as such losses,  claims.  damages or liabilities  (or actions in respect
thereof)  anise  out of or are  based  upon  the  breach  of any  ten-n  of this
Agreement by the Company.  This  indemnity  agreement will be in addition to any
liability  which the Company may otherwise  have.

         Each  Investor  agrees that it will  indemnify  and hold  harmless  the
Company,  and each  officer,  director  of the  Company or person,  if any,  who
controls  the Company  within the  meaning of the  Securities  Act,  against any
losses,  claims,  damages or liabilities  (which shall, for all purposes of this
Agreement,   include,   but  not  be  limited  to,  all  costs  of  defense  and
investigation and all attorneys' fees) to which the Company or any such officer,
director or  controlling  person may become  subject under the Securities Act or
otherwise,  insofar as such losses claims, damages or liabilities (or actions in
respect  thereof)  anise out of or are based upon the breach of any term of this
Agreement by the Investor.  This indemnity  agreement will be in addition to any
liability which the Investors or any subsequent assignee may otherwise have.

         Promptly  after receipt by an  indemnified  party under this Section of
notice of the  commencement  of any action,  such  indemnified  party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section,  notify the  indemnifying  party of the commencement  thereof,  but the
omission so to notify the  indemnifying  party will not relieve the indemnifying

                                      -17-
<PAGE>

party from any liability  which it may have to any  indemnified  party otherwise
than as to the particular item as to which  indemnification is then being sought
solely pursuant to this Section.  In case any such action is brought against any
indemnified  party, and it notifies the  indemnifying  party of the commencement
thereof,  the indemnifying party will be entitled to participate in, and, to the
extent that it may wish,  jointly with any other  indemnifying  party  similarly
notified,  assume the defense thereof,  subject to the provisions  herein stated
and after notice from the indemnifying  party to such  indemnified  party of its
election so to assume the defense thereof,  the  indemnifying  party will not be
liable to such  indemnified  party  under  this  Section  for any legal or other
expenses  subsequently incurred by such indemnified party in connection with the
defense  thereof  other  than  reasonable  costs of  investigation,  unless  the
indemnifying  party  shall not pursue the  action to its final  conclusion.  The
indemnified  party shall have the right to employ  separate  counsel in any such
action and to participate in the defense  thereof,  but the fees and expenses of
such  counsel  shall  not be at the  expense  of the  indemnifying  party if the
indemnifying party has assumed the defense of the action with counsel reasonably
satisfactory to the indemnified party; provided that if the indemnified party is
one of the  Investors,  the fees and  expenses of such  counsel  shall be at the
expense of the indemnifying party if (i) the employment of such counsel has been
specifically  authorized in writing by the indemnifying party, or (11) the named
parties to any such action  (including any impleaded  parties)  include both the
Investors and the  indemnifying  party and the Investors shall have been advised
by such  counsel that there may be one or more legal  defenses  available to the
indemnifying party in conflict with any legal defenses which may be available to
the Investors (in which case the indemnifying  party shall not have the right to
assume  the  defense  of such  action  on  behalf  of the  Investors,  it  being
understood,  however,  that the indemnifying party shall, in connection with any
one such action or separate but substantially  similar or related actions in the
same jurisdiction  arising out of the same general allegations or circumstances,
be liable only for the  reasonable  fees and  expenses of one  separate  firm of
attorneys for the Investor(s),  which firm shall be designated in writing by the
Investor(s)).  No settlement of any action against an indemnified party shall be
made without the prior written consent of the indemnified  party,  which consent
shall not be unreasonably withheld.

              Section  11.3  Contribution.  In  order  to  provide  for just and
equitable  contribution  under the  Securities  Act in any case in which (1) the
indemnified  party makes a claim for  indemnification  pursuant to Section  11.2
hereof but is judicially  determined (by the entry of a final judgment or decree
by a court of competent jurisdiction and the expiration of time to appeal or the
denial  of the last  right  of  appeal)  that  such  indemnification  may not be
enforced in such case  notwithstanding  the fact that the express  provisions of
Section  11.2  hereof  provide  for   indemnification  in  such  case,  or  (ii)
contribution  under  the  Securities  Act  may be  required  on the  part of any
indemnified party, then the Company and the applicable Investor shall contribute
to the aggregate  losses,  claims,  damages or  liabilities to which they may be
subject (which shall,  for all purposes of this Agreement,  include,  but not be
limited to, all costs of defense and  investigation and all attorneys' fees), in
either such case (after contribution from others) on the basis of relative fault
as well as any other  relevant  equitable  considerations.  The  amount  paid or
payable by an indemnified  party as a result of the losses,  claims,  damages or
liabilities  (or actions in respect  thereof)  referred to above in Section 11.2
shall be deemed to include any legal or other  expenses  reasonably  incurred by
such  indemnified  party in connection with  investigating or defending any such
action or claim.  No person guilty of fraudulent  misrepresentation  (within the

                                      -18-
<PAGE>

meaning  of  Section  11  (F)  of the  Securities  Act)  shall  be  entitled  to
contributions   from  any  person   who  was  not  guilty  of  such   fraudulent
misrepresentation.

                                  ARTICLE XII

                                 Miscellaneous

              Section 12.1 Counterparts;  Facsimile;  Amendments. This Agreement
may be executed in multiple counterparts,  each of which may be executed by less
than all of the parties and shall be deemed to be an original  instrument  which
shall be enforceable  against the parties actually  executing such  counterparts
and all of which together shall constitute one and the same  instrument.  Except
as  otherwise  stated  herein,  in lieu of the original  documents,  a facsimile
transmission  or  copy of the  original  documents  shall  be as  effective  and
enforceable  as the  original.  This  Agreement may be amended only by a writing
executed by the Company on the one hand, and the Investors, on the other hand.

              Section 12.2 Entire  Agreement.  This  Agreement,  the Exhibits or
attachments  hereto,  which  include,  but are not limited to the  Warrant,  the
Certificate of Designation,  the Escrow Agreement,  and the Registration  Rights
Agreement,  set forth the entire  agreement  and  understanding  of the  parties
relating  to  the  subject   matter   hereof  and   supersedes   all  prior  and
contemporaneous agreements, negotiations and understandings between the parties,
both oral and  written  relating  to the subject  matter  hereof.  The terms and
conditions  of all Exhibits to this  Agreement are  incorporated  herein by this
reference  and shall  constitute  part of this  Agreement  as if fully set forth
herein.

              Section  12.3   Survival;   Severability.   The   representations,
warranties,  covenants and  agreements of the parties  hereto shall survive each
Closing hereunder. In the event that any provisions of this Agreement becomes or
is declared by a court of competent jurisdiction to be illegal, unenforceable or
void,  this  Agreement  shall  continue  in full force and effect  without  said
provision; provided that such severability shall be ineffective if it materially
changes the economic benefit of this Agreement to any party.

              Section 12.4 Title and Subtitles. The titles and subtitles used in
this  Agreement  are used for  convenience  only and are not to be considered in
construing or interpreting this Agreement.

              Section 12.5 Reporting  Entity for the Common Stock. The reporting
entity relied upon for the  determination of the trading price or trading volume
of the Common Stock on any given Trading Day for the purposes of this  Agreement
and all Exhibits shall be Yahoo Finance or  Bloomberg, or any successor thereto.
The written mutual consent of the Investors and the Company shall be required to
employ any other reporting entity.

              Section 12.6  Replacement  of  Certificates.  Upon (i) receipts of
evidence reasonably satisfactory to the Company of the loss, theft,  destruction
or  mutilation  of a  certificate  representing  the Initial  Shares,  Secondary
Shares, Reset Shares,  Warrants,  Warrant Shares, or Additional Shares, and (ii)

                                      -19-
<PAGE>

in the case of any such loss,  theft or  destruction of such  certificate,  upon
delivery of an indemnity agreement or security  reasonably  satisfactory in form
and  amount  to the  Company  or (iii) in the  case of any such  mutilation,  on
surrender and cancellation of such  certificate,  the Company at is expense will
execute and deliver, in lieu thereof, a new certificate of like tenor.

              Section 12.7 Fees and Expenses.  Each of the parties shall pay its
own  fees  and  expenses  (including  the  fees of any  attorneys,  accountants,
appraisers or others  engaged by such party) in connection  with this  Agreement
and the transactions  contemplated hereby, except that the Company shall pay (i)
on the Closing Date the Escrow Agent will  distribute the following:  $50,000 to
be paid in commissions  and up to $30,000 to be paid for legal,  administrative,
and escrow fees.

              Section  12.8  Publicity.  The  Company  and the  Investors  shall
consult with each other in issuing any press releases or otherwise making public
statements  with respect to the  transactions  contemplated  hereby and no party
shall issue any such press release or otherwise  make any such public  statement
without the prior written consent of the other parties,  which consent shall not
be  unreasonably  withheld or delayed,  except  that no prior  consent  shall be
required  if such  disclosure  is  required  by law,  in  which  such  case  the
disclosing  party shall  provide  the other  parties  with prior  notice of such
public statement.  Notwithstanding the foregoing, the Company shall not publicly
disclose the names of the  Investors  without the prior  written  consent of the
Investors,  except to the extent required by law or in response to a written SEC
request,  in which case the  Company  shall  provide  the  Investors  with prior
written notice of such public disclosure.

Exhibits:
--------

Escrow Agreement
Registration Statement
Warrant
Instructions to Transfer Agent
List of Investors

                                      -20-
<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Unit Purchase
Agreement to be executed by the undersigned, thereunto duly authorized, as of
the date first set forth above.


VIEW SYSTEMS, INC.



By /s/ Gunther Than
   -----------------------------
Name: Gunther Than
      --------------------------
Title: CEO
       -------------------------


                                            LIBERTY PARTNERS, LLC


                                            By /s/
                                               ---------------------------------
                                            Its Managing Member
                                                --------------------------------



                                            EMPIRE FUND MANAGER


                                            By /s/
                                               ---------------------------------
                                            Its Member
                                                --------------------------------


                                      -21-

<PAGE>
                                                                       EXHIBIT A
                                ESCROW AGREEMENT

         THIS  AGREEMENT  is  made as of the  1st  day of  October,  2001 by and
between VIEW SYSTEMS,  INC., a Florida  corporation with its principal office at
925 West Kenyon Avenue,  Suite 15, Englewood,  Colorado,  81106 (hereinafter the
"Company"),  LIBERTY  PARTNERS  LLC,  and  EMPIRE  FUND  MANAGERS,  collectively
referred to as the "Investors",  and Daniel W. Jackson, Esq. 525 South 300 East,
Salt Lake City, Utah 84111 (hereinafter the "Escrow Agent").

                              W I T N E S S E T H:

         WHEREAS, pursuant to the Unit Purchase Agreement dated as of October 1,
2001 (the "Purchase  Agreement"),  the Investors will be purchasing Common Stock
and Warrants of the Company (the  "Securities") at the purchase price sets forth
in the Purchase Agreement; and

         WHEREAS, the Company has requested that the Escrow Agent hold the funds
of the  Investors  in escrow  until the Escrow  Agent has  received the original
Securities.  The Escrow Agent will then  immediately  wire transfer or otherwise
deliver at the Company's direction immediately available funds to the Company or
the  Company's  account  and  arrange for  delivery  of the  Securities  to each
Investor per each Investor's written instructions, and delivery of the Warrants.

         NOW,  THEREFORE,  in consideration of the covenants and mutual promises
contained  herein and other good and  valuable  consideration,  the  receipt and
legal  sufficiency of which are hereby  acknowledged and intending to be legally
bound hereby, the parties agree as follows:

                                   ARTICLE I

                      TERMS OF THE ESCROW FOR THE PURCHASE
                       OF THE INITIAL SHARES AND WARRANTS

              Section 1.1 Upon Escrow Agent's receipt of the Purchase Price from
the Investors,  into his attorney account,  it shall notify the Company,  or the
Company's  designated  attorney or agent, of the amount of funds it has received
into its account.

              Section  1.2  The  Company,   upon  receipt  of  said  notice  and
acceptance of the Purchase Agreement (including all Exhibits annexed thereto) by
all parties,  as evidenced by the Company,  and all of the Investor's  execution
thereof,  shall  deliver  to the  Escrow  Agent the  original  Securities  being
purchased by the Investors. Escrow Agent shall then communicate with the Company
to confirm such receipt.

              Section 1.3 Once Escrow Agent  confirms  receipt of the Securities
and receives all other  documentations  precedent to the applicable  Closing, he
shall immediately wire that amount of funds necessary to purchase the Securities
per the written  instructions  of the  Company net of all the fees.  The Company


<PAGE>

will furnish  Escrow Agent with a "Net Letter"  directing  payment of the legal,
administrative,  and escrow costs as per the terms of the Purchase  Agreement to
the  Escrow  Agent.  Such  fees  are to be  remitted  in  accordance  with  wire
instructions  that will be sent to Escrow Agent from the  Company,  with the net
balance  payable to the  Company.  Once the funds (as set forth above) have been
received per the Company's instructions,  the Escrow Agent shall then arrange to
have (i) the Securities delivered as per instructions from the Investors.

                                   ARTICLE II

                                  MISCELLANEOUS

              Section 2.1 This Agreement  maybe altered or amended only with the
consent of all of the parties  hereto.  Should any party  attempt to change this
Agreement  in a  manner  which,  in the  Escrow  Agent's  discretion,  shall  be
undesirable,  the  Escrow  Agent may  resign as Escrow  Agent by  notifying  the
Company and the Investors in writing. The parties may remove the Escrow Agent as
escrow  agent in writing  signed by each of the parties,  which  writing must be
delivered  to the Escrow  Agent via  reputable  overnight  courier  and shall be
effective  upon receipt by the Escrow Agent.  In the case of the Escrow  Agent's
resignation or removal  pursuant to the foregoing,  his only duty, until receipt
of notice  from the Company  and the  Investors  or their agent that a successor
escrow agent, the name of a successor escrow account and a direction to transfer
the Securities and/or funds, the Escrow Agent shall promptly thereafter transfer
all of the  Securities  and/or  funds  held in escrow to said  successor  escrow
agent.  Immediately  after said transfer of  securities,  the Escrow Agent shall
furnish the Company and the Investors  with proof of such  transfer.  The Escrow
Agent is authorized to disregard any notices, requests,  instructions or demands
received by it from the Company or the Investors  after notice of resignation or
removal shall have been given, unless the same be the aforementioned notice from
the  Company  and the  Investors  to  transfer  the  Securities  and  funds to a
successor escrow agent or to return same to the respective parties.

              Section 2.2 The Escrow  Agent shall be  reimbursed  by the Company
and the Investors for any reasonable  expenses  incurred in the event there is a
conflict  between the parties and the Escrow  Agent shall deem it  necessary  to
retain counsel.

              Section  2.3 The Escrow  Agent  shall not be liable for any action
taken or  omitted  by him in good  faith in  accordance  with the  advice of the
Escrow  Agent's  counsel;  and in no event  shall the Escrow  Agent be liable or
responsible  except  for the  Escrow  Agent's  own gross  negligence  or willful
misconduct.

              Section 2.4 The Company and each of the  Investors  warrant to and
agree with the Escrow Agent that,  unless otherwise  expressly set forth in this
Agreement:

                   (i) there is no security  interest in the  Securities  or any
part thereof;

                                      -2-
<PAGE>

                  (ii) no financing  statement under Uniform  Commercial Code is
on file in any  jurisdiction  claiming  a  security  interest  or in  describing
(whether specifically or generally) the Securities or any part thereof; and

                 (iii) the Escrow Agent shall have no responsibility at any time
to ascertain whether or not any security interest exist in the Securities or any
part thereof or to file any  financing  statement  under the Uniform  Commercial
Code with respect to Securities or any part thereof.

              Section 2.5 The Escrow Agent has no liability  hereunder to either
party other than to hold the  Securities and funds and to deliver them under the
terms hereof. Each party hereto agrees to indemnify and hold harmless the Escrow
Agent from and with respect to any suits, claims, actions or liabilities arising
in any way out of this transaction  including the obligation to defend any legal
action brought which in any way arises out of or is related to this Escrow.

              Section 2.6 No waiver or any breach of any  covenant or  provision
herein contained shall be deemed a waiver of any preceding or succeeding  breach
thereof, or of any other covenant or provision herein contained. No extension of
time for  performance  of any obligation or act shall be deemed any extension of
the time for performance of any other obligation or act.

              Section  2.7 All  notices  or  other  communications  required  or
permitted  hereunder  shall be in writing,  and shall be sent by fax,  overnight
courier,   registered  or  certified  mail,  postage  prepaid,   return  receipt
requested,  and shall be deemed received upon receipt thereof, as follows, or as
set forth on Schedule A.

                   (i)  View Systems
                   925 West Kenyon  Avenue Suite 15
                   Englewood, Colorado 81106
                   Telephone: (410) 290-5919
                   Facsimile: (410) 290-5917

                   (ii)  Daniel W.  Jackson
                   525 South 300 East
                   Salt Lake  City, Utah 84111
                   Telephone: (801) 596-8338
                   Facsimile: (801) 364-5645

                   (iii) Investors

                   (See attached Exhibit E)

              Section 2.8 This  Agreement  shall be binding upon and shall inure
to the benefit of the permitted successors and assigns of the parties hereto.

                                      -3-
<PAGE>

              Section  2.9  This  Agreement  is the  final  expression  of,  and
contains the entire Agreement  between,  the parties with respect to the subject
matter hereof and supersedes all prior understandings with respect thereto. This
Agreement may not be modified, changed,  supplemented or terminated, nor may any
obligations  hereunder  be waived,  except by written  instrument  signed by the
parties to be charged or by its agent duly authorized in writing or as otherwise
expressly permitted herein.

              Section 2.10 Whenever  required by the context of this  Agreement,
the singular shall include the plural and masculine  shall include the feminine.
This  Agreement  shall not be construed as if it had been prepared by one of the
parties,  but rather as if both parties had prepared the same.  Unless otherwise
indicated, all references to Articles are to this Agreement.

              Section  2.11  The  parties  hereto   expressly  agree  that  this
Agreement shall be governed by,  interpreted under and construed and enforced in
accordance with the laws of the State of Utah.  Each of the parties  consents to
the exclusive  jurisdictions of the federal courts for the District of the Utah,
in connection  with any dispute  arising under this Agreement and hereby waives,
to the maximum extent  permitted by law, and objection,  including any objection
based on forum non  conveniens,  to the bringing of any such  proceeding in such
jurisdictions.  Each party hereby agrees that if another party to this Agreement
obtains a judgment  against it in such a  proceeding,  the party which  obtained
such judgment may enforce same by summary judgment in the courts of any state or
country  having  jurisdiction  over the party  against  whom such  judgment  was
obtained,  and each party hereby waives any defenses available to it under local
law and  agrees  to the  enforcement  of such a  judgment.  Each  party  to this
Agreement  irrevocably consents to the service of process in any such proceeding
by the  mailing of copies  thereof by  registered  or  certified  mail,  postage
prepaid,  to such party at is address set forth  herein.  Nothing  herein  shall
affect the right of any party to serve process in any other manner  permitted by
law.

                  [Remainder of Page Intentionally Left Blank]

                            [Signature Page Follows]

                                      -4-
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Escrow
Agreement to be executed by the undersigned, thereunto duly authorized, as of
the date first set forth above.


VIEW SYSTEMS, INC.



By______________________________
Name:___________________________
Title:__________________________


                                            LIBERTY PARTNERS, LLC


                                            By__________________________________
                                            Its ________________________________



                                            EMPIRE FUND MANAGER


                                            By__________________________________
                                            Its ________________________________


                                      -5-
<PAGE>

                                                                       EXHIBIT B

                          REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION RIGHTS AGREEMENT, dated the 1st day of October, 2001,
between LIBERTY  PARTNERS,  LLC., and EMPIRE FUND MANAGERS,  (referred to as the
"Investors"),  COLUMBIA  FINANCIAL GROUP, INC. (the "Placement  Agent") and VIEW
SYSTEMS, INC. a corporation incorporated under the laws of the State of Florida,
and having its principle place of business at 925 West Kenyon Avenue,  Suite 15,
Englewood, Colorado, 81106 (the "Company").

              WHEREAS,  simultaneously  with the  execution and delivery of this
Agreement and from time to time  thereafter,  the Investors are purchasing  from
the Company,  pursuant to the Unit Purchase Agreement dated the date hereof (the
"Purchase  Agreement"),   shares  of  Common  Stock  and  Warrants  (hereinafter
collectively  referred to as the  "Securities" of the Company);  All capitalized
terms not  hereinafter  defined  shall have the meaning  assigned to them in the
Purchase Agreement; and

              WHEREAS,  prior to the execution  and delivery of this  Agreement,
the Company has issued  Warrants to Columbia,  in return for services  rendered,
from time to time as provided in a separate Consulting Agreement dated September
10, 2001 (the "Consulting Agreement"); and

              WHEREAS,   the  Company  desires  to  grant  to  the  Holders  the
registration rights set forth herein.

              NOW, THEREFORE, the parties hereto mutually agree as follows:

              Section  1.  Registrable  Securities.  As  used  herein  the  term
"Registrable  Security"  means the Common Stock of the Company  issued under the
Purchase  Agreement or as the result of the  execution of warrants  issued under
that Agreement or the Consulting Agreement; provided, however, that with respect
to any  particular  Registrable  Security,  such  security  shall  cease to be a
Registrable  Security  when,  as of the date of  determination,  (i) it has been
effectively  registered  under the Securities Act of 1933, as amended (the "1933
Act") and disposed of pursuant thereto,  (ii) registration under the 1933 Act is
no longer required for the immediate  public  distribution of such security as a
result of the provisions of Rule 144 promulgated under the 1933 Act, or (iii) it
has ceased to be outstanding. The term "Registrable Securities" means any and/or
all of the securities  falling within the foregoing  definition of a Registrable
Security.   In  the  event  of  any   merger,   reorganization,   consolidation,
recapitalization  or other change in corporate  structure  affecting  the Common
Stock, such adjustment shall be made in definition of Registrable Security as is
appropriate  in order to  prevent  any  dilution  or  enlargement  of the rights
granted pursuant to this Section.

              Section 2. Restrictions on Transfer.  The Holders  acknowledge and
understand  that prior to the  registration  of the  Registrable  Securities  as
provided herein,  the Registrable  Securities and the Securities are "restricted


<PAGE>

securities"  as  defined  in Rule 144  promulgated  under the Act.  The  Holders
understand that no disposition or transfer of the Registrable  Securities or the
Securities  may be made by the  Holders  in the  absence  of (i) an  opinion  of
counsel to the Holders that such transfer may be made without registration under
the 1933 Act, or (ii) such registration.

              Section 3. Registration Rights.

                   (a) The Company agrees that it will prepare and file with the
Securities and Exchange  Commission ("SEC"), on or prior to December 15, 2001, a
registration  statement  (on  Form  SB-2,  or  other  appropriate   registration
statement)  under  the  1933  Act (the  "Registration  Statement"),  at the sole
expense of the Company  (except as provided in Section 3(c) hereof),  in respect
of all holders of Registrable Securities,  so as to permit a public offering and
sale of the Registrable Securities under the Act. The Company shall use its best
efforts to cause the  Registration  Statement  to become  effective on or before
January  15,  2001.  The  number of shares of  Common  Stock  designated  in the
Registration  Statement to be registered  shall be not less than (i) 100% of the
number of Common Shares acquired under the Purchase Agreement, plus (ii) 100% of
the number of Warrant  Shares  issuable  assuming  all of the  Warrants had been
issued pursuant to the Purchase Agreement and Consulting Agreement.

                   (b) The Company will maintain the Registration  Statement, or
post-effective  amendment  filed under this Section 3 hereof  current  under the
1933  Act  until  the  earlier  of (i)  the  date  that  all of the  Registrable
securities  have been sold pursuant to the  applicable  Registration  Statement,
(ii) the  date  the  holders  thereof  receive  an opinion of  counsel  that the
Registrable  Securities  may be sold under the  provisions  of Rule 144 (without
limitation) or (III) five years after the Subscription Date.

                   (c) All fees,  disbursements and  out-of-pocket  expenses and
costs incurred by the Company in connection  with the  preparation and filing of
the  Registration  Statement  under  subparagraph  3(a)  and in  complying  with
applicable  securities and blue sky laws  (including,  without  limitation,  all
attorneys' fees) shall be borne by the Company. The Holders shall bear the cost,
pro rata, of underwriting  discounts and commissions,  if any, applicable to the
Registrable  Securities  being  registered  and the  fees  and  expenses  of its
counsel. The Company shall qualify any of the securities for sale in such states
as such Holder reasonably  designates and shall furnish  indemnification  in the
manner provided in Section 6 hereof.  The Company at its expense will supply the
Holders with copies of the Registration Statement and the prospectus or offering
circular  included therein and other related documents in such quantities as may
be reasonably requested by the Holders.

                   (d) The Company  shall not be  required by this  Section 3 to
include a Holder's Registrable Securities in any Registration Statement which is
to be filed if, in the  opinion of counsel  for both the Holder and the  Company
(or,  should they not agree,  in the opinion of another  counsel  experienced in
securities law matters acceptable to counsel for the Holder and the Company) the
proposed  offering or other transfer as to which such  registration is requested
is exempt from applicable  federal and state securities laws and would result in

                                      -2-
<PAGE>

all purchasers or transferees  obtaining  securities  which are not  "restricted
securities", as defined in Rule 144 under the 1933 Act.

                   (e) In the event the  Registration  Statement  to be filed by
the  Company  pursuant  to  Section  3(a)  above is not filed with the SEC on or
before  December  31, 2001 and/or the  Registration  Statement  is not  declared
effective by the SEC on or before  January 31,  2002,  then the Company will pay
the Holders (pro rated on a daily basis), as liquidated damages for such failure
and not as a penalty, five percent of the purchase price of the then outstanding
Securities for every 30 calendar day period until the Registration Statement has
be filed and/or declared effective. Such payment of the liquidated damages shall
be made to the Holders in cash, immediately upon demand, provided, however, that
the payment of such  liquidated  damages  shall not relieve the Company from its
obligations  to register  the  Registrable  Securities.  If the Company does not
remit the damages to the Holder as set forth  above,  the  Company  will pay the
Holders reasonable costs of collection, including attorneys fees, in addition to
the liquidated  damages.  The  registration  of the Securities  pursuant to this
provision  shall not affect or limit  Holder'  other  rights or  remedies as set
forth in this Agreement.

                   (f) The Company agrees that it shall declare the Registration
Statement  effective  within three Business Days after being informed by the SEC
that it may do so.  The  Company  also  agrees  that  it  shall  respond  to any
questions  and/or  comments  from  the  SEC  which  relate  to the  Registration
Statement within five Business Days of receipt of such question or comment.

              Section 4.  Cooperation  with  Company.  Each of the Holders  will
cooperate  with the Company in all respects in connection  with this  Agreement,
including timely supplying all information  reasonably  requested by the Company
and executing and  returning  all documents  reasonably  requested in connection
with the registration and sale of the Registrable Securities.

              Section 5. Registration Procedures. If and whenever the Company is
required by any of the provisions of this  Agreement to effect the  registration
of any of the Registrable Securities under the Act, the Company shall (except as
otherwise provided in this Agreement), as expeditiously as possible:

                   (a)  prepare  and  file  with  the SEC  such  amendments  and
supplements to the Registration  Statement and the prospectus used in connection
therewith as may be necessary to keep such registration  statement effective and
to  comply  with the  provisions  of the Act with  respect  to the sale or other
disposition of all securities  covered by such registration  statement  whenever
the Holder  shall  desire to sell or  otherwise  dispose of the same  (including
prospectus supplements with respect to the sales of securities from time to time
in connection  with a registration  statement  pursuant to Rule 415  promulgated
under the Act);

                   (b)  furnish  to each  Holder  such  numbers  of  copies of a
summary  prospectus or other prospectus,  including a preliminary  prospectus or
any  amendment  or  supplement  to  any  prospectus,   in  conformity  with  the
requirements of the Act, and such other documents, as such Holder may reasonably

                                      -3-
<PAGE>

request in order to  facilitate  the  public  sale or other  disposition  of the
securities owned by such Holder;

                   (c)  register  and  qualify  the  securities  covered  by the
Registration  Statement  under  such other  securities  or blue sky laws of such
jurisdictions as the Holders shall reasonably request,  and do any and all other
acts and things  which may be  necessary  or  advisable to enable each Holder to
consummate  the public sale or other  disposition  in such  jurisdiction  of the
securities owned by such Holder,  except that the Company shall not for any such
purpose be required to qualify to do  business as a foreign  corporation  in any
jurisdiction  wherein it is not so  qualified  or to file  therein  any  general
consent to service of process;

                   (d) list such securities on the Principal Market on which any
securities of the Company are then listed,  if the listing of such securities is
then permitted under the rules of such Principal Market;

                   (e)  enter  into  and  perform  its   obligations   under  an
underwriting  agreement,  if the offering is an underwritten  offering, in usual
and  customary  form,  with the managing  underwriter  or  underwriters  of such
underwritten offering;

                   (f) notify each Holder of Registrable  Securities  covered by
the Registration  Statement any time when a prospectus  relating thereto covered
by the Registration  Statement is required to be delivered under the Act, and of
the  happening  of any event of which it has  knowledge as a result of which the
prospectus included in the Registration  Statement,  as then in effect, includes
an  untrue  statement  of a  material  fact or omits to  state a  material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading in the light of the circumstances then existing.

              Section 6.  Information  by  Holder.  Each  Holder of  Registrable
Securities  included in any registration  statement shall furnish to the Company
such  information  regarding such Holder and the  distribution  proposed by such
Holder as the  Company  may  request  in  writing  and as shall be  required  in
connection with any  registration,  qualification  or compliance  referred to in
this Section.

              Section 7.  Assignment.  The rights granted the Holders under this
Agreement  shall not be assigned  without the  written  consent of the  Company,
which consent shall not be unreasonably withheld. This Agreement is binding upon
and inures to the  benefit of the  parties  hereto and their  respective  heirs,
successors and permitted assigns.

              Section 8. Termination of Registration  Rights. The rights granted
pursuant to this  Agreement  shall  terminate  as to each Holder (and  permitted
transferee under Section 7 above) upon the occurrence of any of the following:

                   (a) all such Holder's  securities  subject to this  Agreement
have been registered;

                                      -4-
<PAGE>

                   (b) all of such Holder's securities subject to this Agreement
may be sold without such  registration  pursuant to Rule 144  promulgated by the
SEC pursuant to the Securities Act;

                   (c) all of such Holder's securities subject to this Agreement
can be sold pursuant to Rule 144(k)  without  volume  limitation;  or five years
from the issuance of the Registrable Securities.

              Section 9. Indemnification.

                   (a) In the event of the filing of any Registration  Statement
with respect to Registrable Securities pursuant to Section 3 hereof, the Company
agrees to indemnify and hold harmless the Holders, and each officer, director of
the Holders or person,  if any, who  controls the Holders  within the meaning of
the Securities Act ("Distributing  Holders") against any losses, claims, damages
or  liabilities,  joint  or  several  (which  shall,  for the  purposes  of this
Agreement,   include,  but  not  be  limited  to,  all  costs  of  defense,  and
investigation  and all attorneys'  fees), to which the Distributing  Holders may
become subject,  under the Securities Act or otherwise,  insofar as such losses,
claims,  damages or liabilities (or actions in respect  thereof) arise out of or
are based upon any untrue  statement or alleged untrue statement of any material
fact  contained in any such  Registration  Statement or any related  preliminary
prospectus,  final prospectus,  offering circular,  notification or amendment or
supplement  thereto,  or arise out of or are based upon the  omission or alleged
omission  to state  therein a material  fact  required  to be stated  therein or
necessary to make the statements therein not misleading; provided, however, that
the  Company  will not be liable in any such  case to the  extent  that any such
loss,  claim,  damage  or  liability  arises  out of or is based  upon an untrue
statement or alleged  untrue  statement or omission or alleged  omission made in
such Registration Statement,  preliminary prospectus, final prospectus, offering
circular,  notification or amendment or supplement thereto in reliance upon, and
in  conformity  with,  written  information  furnished  to  the  Company  by the
Distributing  Holders,  specifically  for use in the preparation  thereof.  this
indemnity  agreement will be in addition to any liability  which the Company may
otherwise have.

                   (b) In the event of the filing of any Registration  Statement
with  respect to  Registrable  Securities  pursuant  to  Section 3 hereof,  each
Distributing Holder agrees that it will indemnify and hold harmless the Company,
and each  officer,  director of the Company or person,  if any, who controls the
Company within the meaning of the Securities  Act,  against any losses,  claims,
damages  or  liabilities  (which  shall,  for all  purposes  of this  Agreement,
include,  but not be limited to, all costs of defense and  investigation and all
attorneys'  fees)  to  which  the  Company  or any  such  officer,  director  or
controlling  person may become  subject under the  Securities  Act or otherwise,
insofar as such losses,  claims,  damages or liabilities  (or actions in respect
thereof)  arise out of or are based upon any untrue  statement or alleged untrue
statement of any material fact contained in a Registration Statement,  requested
by such  Distributing  Holder,  or any  related  preliminary  prospectus,  final
prospectus,  offering circular, notification or amendment or supplement thereto,
or arise out of or are based upon the omission or the alleged  omission to state
therein a material fact  required to be stated  therein or necessary to make the

                                      -5-
<PAGE>

statements therein not misleading, but in each case only to the extent that such
untrue statement or alleged untrue statement or omission or alleged omission was
made in such Registration Statement,  preliminary prospectus,  final prospectus,
offering  circular,  notification or amendment or supplement thereto in reliance
upon, and in conformity with,  written  information  furnished to the Company by
such Distributing  Holder,  specifically for use in the preparation thereof and,
provided further,  that the indemnity  agreement  contained in this Section 9(b)
shall not  inure to the  benefit  of the  Company  with  respect  to any  person
asserting such loss,  claim,  damage or liability who purchased the  Registrable
Securities  which are the subject  thereof if the Company failed to send or give
(in violation of the  Securities  Act or the rules and  regulations  promulgated
thereunder) a copy of the prospectus contained in such Registration Statement to
such person at or prior to the written  confirmation  to such person of the sale
of such Registrable  Securities,  where the Company was obligated to do so under
the Securities Act or the rules and  regulations  promulgated  thereunder.  This
indemnity  agreement will be in addition to any liability which the Distributing
Holders may otherwise have.

                   (c) Promptly after receipt by an indemnified party under this
Section of notice of the  commencement  of any action,  such  indemnified  party
will, if a claim in respect thereof is made against the indemnifying party under
this Section, notify the indemnifying party of the commencement thereof; but the
omission so to notify the  indemnifying  party will not relieve the indemnifying
party from any liability  which it may have to any  indemnified  party otherwise
than as to the particular item as to which  indemnification  s then being sought
solely pursuant to this Section.  In case any such action is brought against any
indemnified  party, and it notifies the  indemnifying  party of the commencement
thereof,  the indemnifying party will be entitled to participate in, and, to the
extent that it may wish,  jointly with any other  indemnifying  party  similarly
notified,  assume the defense thereof,  subject to the provisions  herein stated
and after notice from the indemnifying  party to such  indemnified  party of its
election so to assume the defense thereof,  the  indemnifying  party will not be
liable to such  indemnified  party  under  this  Section  for any legal or other
expenses  subsequently incurred by such indemnified party in connection with the
defense  thereof  other  than  reasonable  costs of  investigation,  unless  the
indemnifying  party  shall not pursue the  action to its final  conclusion.  The
indemnified  party shall have the right to employ  separate  counsel in any such
action and to participate in the defense  thereof,  but the fees and expenses of
such  counsel  shall  not be at the  expense  of the  indemnifying  party if the
indemnifying party has assumed the defense of the action with counsel reasonably
satisfactory to the indemnified party; provided that if the indemnified party is
the Distributing  Holder,  the fees and expenses of such counsel shall be at the
expense of the indemnifying party if (i) the employment of such counsel has been
specifically  authorized in writing by the indemnifying party, or (ii) the named
parties to any such action  (including any impleaded  parties)  include both the
Distributing Holder and the indemnifying party and the Distributing Holder shall
have been advised by such  counsel that there may be one or more legal  defenses
available to the indemnifying party different from or in conflict with any legal
defenses  which may be available to the  Distributing  Holder (in which case the
indemnifying party shall not have the right to assume the defense of such action
on behalf of the Distributing  Holder,  it being understood,  however,  that the
indemnifying party shall, in connection with any one such action or separate but
substantially similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances, be liable only for the reasonable

                                      -6-
<PAGE>

fees and expenses of one separate firm of attorneys for the Distributing Holder,
which  firm shall be  designated  in writing  by the  Distributing  Holder).  No
settlement of any action against an indemnified  party shall be made without the
prior  written  consent of the  indemnified  party,  which  consent shall not be
unreasonably withheld.

              Section  10.  Contribution.  In  order  to  provide  for  just and
equitable  contribution  under the  Securities  Act in any case in which (i) the
Distributing  Holder  makes a claim for  indemnification  pursuant  to Section 9
hereof but is judicially  determined (by the entry of a final judgment or decree
by a court of competent jurisdiction and the expiration of time to appeal or the
denial  of the last  right  of  appeal)  that  such  indemnification  may not be
enforced in such case  notwithstanding  the fact that the express  provisions of
Section 9 hereof provide for  indemnification in such case, or (ii) contribution
under the Securities Act may be required on the part of any Distributing Holder,
then the Company and the applicable  Distributing Holder shall contribute to the
aggregate  losses,  claims,  damages or liabilities to which they may be subject
(which shall,  for all purposes of this Agreement,  include,  but not be limited
to, all costs of defense and  investigation  and all attorneys' fees), in either
such case (after  contribution  from  others) on the basis of relative  fault as
well as any other relevant equitable considerations. The relative fault shall be
determined by reference  to, among other  things,  whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to  information  supplied by the Company on the one hand
or the  applicable  Distributing  Holder,  on the other hand,  and the  parties'
relative intent, knowledge,  access to information and opportunity to correct or
prevent  such  statement or omission.  The Company and the  Distributing  Holder
agree that it would not be just and equitable if  contribution  pursuant to this
Section  were  determined  by pro rata  allocation  or by any  other  method  of
allocation which does not take account of the equitable  considerations referred
to in this  Section.  The amount  paid or payable by an  indemnified  party as a
result of the  losses,  claims,  damages or  liabilities  (or actions in respect
thereof)  referred to above in this Section shall be deemed to include any legal
or other expenses  reasonably  incurred by such indemnified  party in connection
with  investigating  or defending any such action or claim.  No person guilty of
fraudulent  misrepresentation  (within  the  meaning  of  Section  11(f)  of the
Securities  Act) shall be entitled to  contribution  from any person who was not
guilty of such fraudulent misrepresentation.

              Section 11. Notices.  Any notice pursuant to this Agreement by the
Company or by the  Holders  shall be in writing and shall be deemed to have been
duly given if  delivered  by (i) hand,  (ii) by  facsimile  and followed by mail
delivery or (iii) if mailed by certified mail, return receipt requested, postage
prepaid, addressed as follows:

              (a)  If to the Company:

                            View Systems, Inc.
                            925 West Kenyon Avenue
                            Suite 15
                            Englewood, Colorado 81106

              (b)  If to the Placement Agent:


                                      -7-
<PAGE>
                             Columbia Financial Group, Inc.
                             1301 York Road, #400
                             Lutherville, Maryland 21093
                             Attention:  Tim Rieu

              (c)  If to the Investors:

                             See attached Exhibit "E"

         Notices shall be deemed given at the time they are delivered personally
or five  calendar  days after they are mailed in the manner set forth above.  If
notice is delivered  by facsimile to the Company and followed by mail,  delivery
shall be deemed given two calendar days after such facsimile is sent.

              Section  12.  Counterparts.  This  Agreement  may be  executed  in
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

              Section  13.  Headings.  The  headings in this  Agreement  are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation of this Agreement.

              Section 14. Choice of Law;  Venue;  Jurisdiction.  This  Agreement
will be construed  and enforced in  accordance  with and governed by the laws of
the State of Colorado,  except for matters  arising  under the  Securities  Act,
without  reference  to  principles  of  conflicts  of law.  Each of the  parties
consents to the jurisdiction of the U.S.  District Court sitting in the State of
Colorado,  for the Central  District of Colorado in connection  with any dispute
arising under this Agreement and hereby waives,  to the maximum extent permitted
by law, any objection, including any objection based on forum non conveniens, to
the bringing of any such  proceeding  in such  jurisdictions.  Each party hereby
agrees that if another party to this Agreement  obtains a judgment against it in
such a  proceeding,  the party which  obtained such judgment may enforce same by
summary judgment in the courts of any country having jurisdiction over the party
against  whom such  judgment  was  obtained,  and each party  hereby  waives any
defenses available to it under local law and agrees to the enforcement of such a
judgment.  Each party to this Agreement  irrevocably  consents to the service of
process in any such proceeding by the mailing of copies thereof by registered or
certified mail, postage prepaid,  to such party at its address set forth herein.
Nothing herein shall affect the right of any party to serve process in any other
manner permitted by law. Each party waives its right to a trail by jury.

              Section 15. Severability. If any provision of this Agreement shall
for  any  reason  be  held  invalid  or   unenforceable,   such   invalidity  or
unenforceability  shall not affect any other provision hereof and this Agreement
shall be construed as if such invalid or unenforceable  provision had never been
contained herein.

                                      -8-
<PAGE>

         IN WITNESS  WHEREOF,  the parties hereto have caused this  Registration
Rights Agreement to be duly executed, on the day and year first above written.

                                            VIEW SYSTEMS, INC.

Attest:


By:____________________________________     By:_________________________________
   Name:                                       Name:
   Title:                                      Title:



                                           COLUMBIA FINANCIAL GROUP, INC.


                                           By:__________________________________
                                              Name:
                                              Title:


                                           LIBERTY PARTNERS, LLC


                                           By:__________________________________
                                              Name:
                                              Title:

                                           EMPIRE FUND MANAGERS


                                           By:__________________________________
                                              Name:
                                              Title:


                                      -9-
<PAGE>
                                                                       EXHIBIT C

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"). THIS WARRANT SHALL NOT CONSTITUTE AN OFFER
TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION
IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE SECURITIES ARE
"RESTRICTED" AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE
ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.


                          COMMON STOCK PURCHASE WARRANT

No.

                 To Purchase 1,000,000 Shares of Common Stock of

                               VIEW SYSTEMS, INC.

    THIS  CERTIFIES  that,  for value  received,  Empire  Fund  Managers  or its
assigns,  (the  "Investor"),  is  entitled,  upon the terms and  subject  to the
conditions hereinafter set forth, at any time on or after the date hereof and on
or prior to 5:00  p.m.  Eastern  Time 90 days  after the  effective  date of the
Company's  registration  statement (the "Termination Date"), but not thereafter,
to subscribe  for and purchase from VIEW  SYSTEMS,  INC., a Florida  corporation
(the "Company"),  One Million  (1,000,000)  shares of Common Stock (the "Warrant
Shares"). The purchase price of one share of Common Stock (the "Exercise Price")
under this Warrant shall be $0.70.  The Exercise  Price and the number of shares
for which this Warrant is exercisable shall be subject to adjustment as provided
herein.  This  Warrant  is being  issued in  connection  with the Unit  Purchase
Agreement  dated  October 1, 2001 (the  "Agreement")  entered  into  between the
Company and the Investor.

    1.  Title  of  Warrant.  Prior  to the  expiration  hereof  and  subject  to
compliance  with  applicable  laws,  this Warrant and all rights  hereunder  are
transferable, in whole or in part, at the office or agency of the Company by the
holder hereof in person or by duly authorized  attorney,  upon surrender of this
Warrant together with the Assignment Form annexed hereto properly endorsed.

    2.  Authorization of Shares.  The Company  covenants that all Warrant Shares
which may be issued upon the  exercise  of rights  represented  by this  Warrant
will,  upon  exercise  of the  rights  represented  by  this  Warrant,  be  duly
authorized,  validly  issued,  fully  paid and  nonassessable  and free from all
taxes, liens and charges in respect of the issue thereof.

                                      -1-
<PAGE>

    3. Exercise of Warrant.  Exercise of the purchase rights represented by this
Warrant  may be made at any time or times,  in whole or in part,  after the date
hereof and before the close of business on the Termination Date, or such earlier
date on which this Warrant may  terminate as provided in paragraph 11 below,  by
the  surrender on any  business day of this  `Warrant and the Notice of Exercise
annexed  hereto duly  completed  and executed,  at the  principal  office of the
Company (or such other  office or agency of the Company as it may  designate  by
notice in writing to the registered  holder hereof at the address of such holder
appearing on the books of the Company),  and upon payment of the Exercise  Price
of the Warrant Shares thereby  purchased  (the "Exercise  Date");  whereupon the
holder of this Warrant  shall be entitled to receive a Common Stock  certificate
for the number of Warrant Shares so purchased.  Certificates  for Warrant Shares
purchased hereunder shall be delivered to the holder hereof within five Business
Days  after  the date on  which  this  Warrant  shall  have  been  exercised  as
aforesaid.  Payment  of the  Exercise  Price  shall  be by  certified  check  or
cashier's check or by wire transfer (of same day funds) to an account designated
by the Company in an amount equal to the Exercise Price multiplied by the number
of Warrant Shares being purchased.

    4. No Fractional Shares or Scrip. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant.

    5. Charges, Taxes and Expenses.  Issuance of certificates for Warrant Shares
upon the  exercise of this Warrant  shall be made  without  charge to the holder
hereof for any issue,  transfer,  or other incidental  expense in respect of the
issuance  of  such  certificate,  all of  which  expenses  shall  be paid by the
Company, and such certificates shall be issued in the name of the holder of this
arrant  or in such  name or  names  as may be  directed  by the  holder  of this
Warrant; provided,  however, that in the event certificates for shares of Common
Stock  are to be  issued  in a name  other  than the name of the  holder of this
Warrant,  this Warrant when surrendered for exercise shall be accompanied by the
Assignment Form attached hereto duly executed by the holder hereof; and provided
further,  that upon any  transfer  involved  in the  issuance or delivery of any
certificates for shares of Common Stock, the Company may require, as a condition
thereto,  the  payment of a sum  sufficient  to  reimburse  it for any  transfer
expenses incidental thereto.

    6. Closing of Books. The Company will at no time close its shareholder books
or records in any  manner  which  interferes  with the timely  exercise  of this
Warrant.

    7. No Rights as Shareholder  until  Exercise.  This Warrant does not entitle
the holder hereof to any voting  rights or other rights as a shareholder  of the
Company prior to the exercise thereof. If, however, at the time of the surrender
of this  Warrant and  purchase  the holder  hereof shall be entitled to exercise
this  Warrant,  the shares so  purchased  shall be and be deemed to be issued to
such  holder as the record  owner of such  shares as of the close of business on
the date on which this Warrant shall have been exercised.

    8.  Assignment and Transfer of Warrant.  This Warrant may be assigned by the
surrender of this Warrant and the  Assignment  Form annexed hereto duly executed
at the office of the Company  (or such other  office or agency of the Company as
it may  designate by notice in writing to the  registered  holder  hereof at the
address  of such  holder  appearing  on the  books  of the  Company);  provided,

                                      -1-
<PAGE>

however, that this Warrant may not be resold or otherwise transferred except (i)
in a transaction  registered  under the Securities  Act of 1933, as amended,  or
(ii)  in a  transaction  pursuant  to an  exemption,  if  available,  from  such
registration  and whereby,  if  requested by the Company,  an opinion of counsel
reasonably satisfactory to the Company is obtained by the holder of this Warrant
to the effect that the transaction is so exempt.

    9. Loss, Theft, Destruction or Mutilation of Warrant. The Company represents
and  warrants   that  upon  receipt  by  the  Company  of  evidence   reasonably
satisfactory to it of the loss, theft,  destruction or mutilation of any Warrant
or stock certificate, and in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to it, and upon reimbursement to the Company of
all reasonable expenses incidental thereto,  and upon surrender and cancellation
of such Warrant or stock  certificate,  if mutilated,  the Company will make and
deliver a new  Warrant or stock  certificate  of like tenor and dated as of such
cancellation, in lieu of this Warrant or stock certificate.

    10. Saturdays,  Sundays, Holidays, etc. If the last or appointed day for the
taking of any action or the  expiration of any right  required or granted herein
shall be a Saturday, Sunday or a legal holiday, then such action may be taken or
such right may be exercised on the next succeeding day not a legal holiday.

    11.  Effect of Certain  Events.  If at any time the Company  proposes (i) to
sell or  otherwise  convey  all or  substantially  all of its  assets or (ii) to
effect a  transaction  (by  merger or  otherwise)  in which more than 50% of the
voting  power of the  Company is disposed  of  (collectively,  a "Sale or Merger
Transaction"),  in which the  consideration to be received by the Company or its
shareholders  consists solely of cash, and in case the Company shall at any time
effect a Sale or Merger Transaction in which the consideration to be received by
the Company or its  shareholders  consists in part of  consideration  other than
cash, the holder of this Warrant shall have the right thereafter to purchase, by
exercise of this Warrant and payment of the aggregate  Exercise  Price in effect
immediately  prior to such  action,  the kind and  amount  of  shares  and other
securities  and  property  which it would  have owned or have been  entitled  to
receive after the happening of such  transaction had this Warrant been exercised
immediately  prior  thereto.  In the event the holder  chooses to  exercise  its
purchase rights,  at the holder's option,  the holder may elect to waive Section
16 below in its entirety.

    12.  Adjustments of Exercise Price and Number of Warrant Shares.  The number
and kind of  securities  purchasable  upon the  exercise of this Warrant and the
Exercise  Price  shall be  subject  to  adjustment  from  time to time  upon the
happening of any of the following:  in case the Company shall (i) declare or pay
a dividend in shares of Common Stock or make a distribution  in shares of Common
Stock to holders of its outstanding Common Stock, (ii) subdivide its outstanding
shares of Common  Stock,  (iii) combine its  outstanding  shares of Common Stock
into a smaller  number of shares of Common Stock or (iv) issue any shares of its
capital stock in a  reclassification  of the Common Stock, the number of Warrant
Shares purchasable upon exercise of this Warrant immediately prior thereto shall

                                      -3-
<PAGE>

be  adjusted  so that the holder of this  Warrant  shall be  entitled to (in the
event the holder so chooses)  receive  the kind and number of Warrant  Shares or
other  securities of the Company which he would have owned or have been entitled
to receive had such Warrant been  exercised in advance  thereof.  Any adjustment
made pursuant to this paragraph  shall become  effective  immediately  after the
effective  date of such event  retroactive  to the record date, if any, for such
event.  In such event the  holder,  at its option may elect to waive  Section 16
below in its entirety.

    13. Voluntary  Adjustment by the Company.  The Company may at its option, at
any time during the term of this Warrant, reduce the then current Exercise Price
to any  amount  and for any period  of time deemed  appropriate  by the Board of
Directors of the Company.

    14. Notice of Adjustment. Whenever the number of Warrant Shares or number or
kind of  securities  or other  property  purchasable  upon the  exercise of this
Warrant,  or the Exercise  Price is adjusted,  as herein  provided,  the Company
shall promptly mail or registered or certified mail,  return receipt  requested,
to the holder of this Warrant notice of such  adjustment or adjustments  setting
forth  the  number  of  Warrant  Shares  (and  other   securities  or  property)
purchasable  upon the exercise of this  Warrant and the  Exercise  Price of such
Warrant  Shares after such  adjustment,  setting forth a brief  statement of the
facts  requiring such  adjustments  and setting forth  computation by which such
adjustment  was made.  Such  notice,  in absence  of  manifest  error,  shall be
conclusive evidence of the correctness of such adjustment.

    15.  Authorized  Shares.  The Company  covenants  that during the period the
Warrant is outstanding and exercisable,  it will reserve from its authorized and
unissued Common Stock a sufficient  number of shares to provide for the issuance
of the  Warrant  Shares  upon the  exercise of any  purchase  rights  under this
Warrant.  The Company  further  covenants that is issuance of this Warrant shall
constitute  full  authority  to its  officers  who are charged  with the duty of
executing stock certificates to execute and issue the necessary certificates for
the Warrant Shares upon the exercise of the purchase  rights under this Warrant.
The Company will take all such  reasonable  action as may be necessary to assure
that such Warrant Shares may be issued as provided  herein without  violation of
any  applicable  law or  regulation,  or of any  requirements  of the securities
exchange and/or market upon which the Common Stock may be listed.

    16.  4.99%  Limitation.  The number of shares of Common  Stock  which may be
acquired by the Investor  upon  exercise  pursuant to the terms herein shall not
exceed the number of such shares which, when aggregated with all other shares of
Common Stock then owned by the holder, not including all securities  convertible
or exercisable into Common Stock,  would result in the Investor owning more than
4.99% of the Company's then issued and outstanding  shares of Common Stock.  The
preceding  sentence shall not interfere  with the  Investor's  right to exercise
this Warrant or convert other securities over time which in the aggregate totals
more than 4.99% of the then  outstanding  shares of Common Stock so long as such
Investor  does not own more than 4.99% of the then  outstanding  Common Stock at
any given time.

    17. Call.  In the event,  at any time one month after the date  hereof,  the
closing  bid price of the Common  Stock is greater  than  US$2.00  (the  "Strike

                                      -4-
<PAGE>

Price") per share for ten  consecutive  trading  days (the "Call  Period"),  the
Company shall have the right to "Cal" this Warrant, in whole or in part, thereby
forcing   exercise  by  the  Investor.   The  Strike  Price  shall  be  adjusted
proportionately  to  reflect  any  adjustments  due to the  payment  of a  stock
dividend,  stock  split,  combination  of shares or any other  similar  event as
provided  herein.  The Company  may  exercise  its right to Call by  telecopying
written notice (the "Call Notice") to the Investor  within ten (10) trading days
after the expiration of the Call Period.

         Once the  Company  has  exercised  its right to Call by giving  written
notice  to the  Investor  it shall be  deemed  irrevocable.  The  Investor  will
transmit  the  Exercise  Price to the Company for that number of Warrant  Shares
which are the  subject  to the Call  Notice  within  three  business  days after
receipt  of  the  Call  Notice.  The  Company  will  transmit  the  certificates
representing  Warrant  Shares  issuable  pursuant to the Call (together with the
certificates  representing  the remainder of the Warrant not Called,  if any) to
the Investor via express  courier,  by electronic  transfer or otherwise  within
five  business  days after the  Exercise  Price was received by the Company (the
"Call Date").  The Call Notice shall set forth (i) the number of Warrant  Shares
being Called,  and (ii) a calculation  referencing the aggregate  Exercise Price
due to the Company.

         All rights of this Warrant,  including the right to exercise,  shall be
canceled upon the completion of the exercise of this Warrant upon a Call for the
Warrant  Shares that were subject to such Call.  Immediately  following the Call
Date, the Investor shall  surrender  their original  Warrant being called to the
Company,  and the Company shall issue to the Investor a new Warrant  Certificate
for the Warrant Shares that remain outstanding,  if any. The number of shares of
Warrant  Shares  issuable  upon the Call of this  Warrant  shall be  adjusted in
accordance with the provisions set forth herein.

         Any Call  pursuant  to this  Section  shall  not be deemed to affect or
otherwise  reduce the  Investor's  exercise  rights  set forth in this  Warrant,
except for the portion of the Warrant Shares being Called. The Company shall not
have the right to Call this  Warrant if the  Company  exercises  its  redemption
rights in connection with shares of Stock held by the Investor. In the event the
Company fails to comply with the Call  provisions set forth herein in any manner
whatsoever, it shall waive its right to perform a call in the future.

    18. Miscellaneous.

         (a) Issue Date; Choice of Law; Venue;  Jurisdiction.  The provisions of
this Warrant  shall be construed and shall be given effect in all respects as if
it had been issued and delivered by the Company on the date hereof. This Warrant
shall be binding upon any  successors  or assigns of the  Company.  This Warrant
will be construed  and enforced in  accordance  with and governed by the laws of
the State of  Colorado,  except  for  matters  arising  under  the Act,  without
reference to principles of conflicts of law. Each of the parties consents to the
exclusive  jurisdiction of the U.S.  District Court for the Central  District of
Colorado in  connection  with any dispute  arising under this Warrant and hereby
waives,  to the maximum extent  permitted by law, any  objection,  including any
objection based on forum non conveniens,  to the bringing of any such proceeding

                                      -5-
<PAGE>

in such  jurisdiction.  Each party hereby agrees that if the other party to this
Warrant  obtains a judgment  against it in such a  proceeding,  the party  which
obtained such judgment may enforce same by summary judgment in the courts of any
country  having  jurisdiction  over the party  against  whom such  judgment  was
obtained,  and each party hereby waives any defenses available to it under local
law and agrees to the enforcement of such a judgment. Each party to this Warrant
irrevocably  consents  to the service of process in any such  proceeding  by the
mailing of copies thereof by registered or certified mail,  postage prepaid,  to
such party at its address set forth  herein.  Nothing  herein  shall  affect the
right of any party to serve  process in any other manner  permitted by law. Each
party waives its right to a trial by jury.

         (b) Modification and Waiver. This Warrant and any provisions hereof may
be changed,  waived,  discharged or terminated  only by an instrument in writing
signed  by the  party  against  which  enforcement  of the same is  sought.  Any
amendment  effected in accordance  with this paragraph shall be binding upon the
Investor,  each future holder of the Warrants and the Company. No waivers of, or
exceptions to, any term,  condition or provision of this Warrant,  in any one or
more instances,  shall be deemed to be, or construed as, a further or continuing
waiver of any such term, condition or provision.

         (c)  Notices.  Any  notice,  request  or  other  document  required  or
permitted to be given or delivered to the Investor or future  holders  hereof or
the Company  shall be  personally  delivered  or shall be sent by  certified  or
registered  mail,  postage  prepaid,  to the Investor or each such holder at its
address as shown on the books of the  Company or to the  Company at the  address
set forth in the  Agreement.  All notices  under this Warrant shall be deemed to
have  been  given  (i) in the  case of  personal  delivery,  on the date of such
delivery and (ii) in the case of mailing,  on the fifth  business day  following
the date of such  mailing.  A party may from time to time  change the address to
which  notices  to it are to be  delivered  or  mailed  hereunder  by  notice in
accordance with the provisions of this Section 18(c).

         (d)  Severability.  Whenever  possible,  each provision of this Warrant
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable  law,  but if any  provision  of this  Warrant is held to be invalid,
illegal or  unenforceable in any respect under any applicable law or rule in any
jurisdiction,  such invalidity,  illegality or unenforceability shall not affect
the validity,  legality or  enforceability  of any other  provision in any other
jurisdiction or affect the validity, legality or enforceability of any provision
in any other  jurisdiction,  but this Warrant  shall be reformed,  construed and
enforced  in such  jurisdiction  as if such  invalid,  illegal or  unenforceable
provision had never been contained herein.


                                      -6-
<PAGE>


    IN WITNESS  WHEREOF,  the Company has caused this  Warrant to be executed by
its officers thereunto duly authorized.

Dated:  October 1, 2001

                                            VIEW SYSTEMS, INC.


                                            By  ________________________________

                                                  Name  ________________________

                                                  Title  _______________________

                                      -7-
<PAGE>


                               NOTICE OF EXERCISE

To:  VIEW SYSTEMS, INC.

(1) The undersigned hereby elects to purchase  __________ shares of Common Stock
of VIEW  SYSTEMS,  INC.,  pursuant  to the terms of the  attached  Warrant,  and
tenders  herewith  payment  of the  purchase  price in full,  together  with all
applicable transfer taxes, if any.

(2) Please  issue a  certificate  or  certificates  representing  said shares of
Common  Stock  in the  name  of the  undersigned  or in  such  other  name as is
specified below:

                   _________________________
                   (Name)

                   _________________________
                   (Address)

                   _________________________

(3) Please  issue a new  Warrant  for the  unexercised  portion of the  attached
Warrant in the name of the  undersigned  or in such  other name as is  specified
below:

                                            ____________________________________
                                            (Name)


_______________________________________     ____________________________________
(Date)                                      (Signature)


                                            ____________________________________
                                            (Address)



Dated:

_______________________________________

                                      -8-
<PAGE>


                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)



         FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced
thereby are hereby assigned to
__________________________________________________________ whose address is
___________________________________________________________________________.

___________________________________________________________________________

                                                           Dated:__________


                             Holder's Signature:___________________________


                             Holder's Address:_____________________________






Signature Guaranteed:  ____________________________________________________



NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant,  without  alteration or  enlargement  or any
change whatsoever,  and must be guaranteed by a bank or trust company.  Officers
of  corporations  and  those  acting  in an  fiduciary  or other  representative
capacity  should  file  proper  evidence of  authority  to assign the  foregoing
Warrant.



                                      -9-
<PAGE>

                                                                       EXHIBIT D

                         INSTRUCTIONS TO TRANSFER AGENT
                               View Systems, Inc.


October 1, 2001


Interwest Transfer Co.
1981 East 4800 South, Suite 100
Salt Lake City, Utah 84117

Dear Sirs:

Reference  is  made  to  the  Unit  Purchase  Agreement  and  all  Exhibits  and
Attachments  thereto  (the  "Agreement")  dated as of October  1, 2001,  between
Liberty Partners,  LLC, Empire Fund Managers, and Columbia Financial Group, Inc.
(the  "Investors"),  and View Systems,  Inc., (the  {Company").  Pursuant to the
Agreement,  and subject to the terms and  conditions set forth in the Agreement,
the  Investors  have  agreed to  purchase  from the  Company and the Company has
agreed to issue to the Investors,  Common Stock and Warrants to purchase  Common
Stock (the "Warrant"). As a condition to the effectiveness of the Agreement, the
Company has agreed to issue to you, as the  transfer  agent for the Common Stock
(the "Transfer  Agent"),  these  instructions  relating to the Common Stock, and
Warrants to be issued to the  Investors  pursuant to the  Agreement,  and Common
Stock upon  exercise of the  Warrants.  All terms used herein and not  otherwise
defined shall have the meaning set forth in the Agreement.

1.  ISSUANCE OF COMMON STOCK WITHOUT THE LEGEND

    Pursuant to the Agreement,  the Company is required to prepare and file with
the Commission,  and maintain the effectiveness of, a registration  statement or
registration statements and (ii) upon exercise of the Warrants. The Company will
advise  the  Transfer  Agent  in  writing  of  the  effectiveness  of  any  such
registration statement promptly upon its being declared effective.  The Transfer
Agent  shall be  entitled  to rely on such  advice  and  shall  assume  that the
effectiveness  of such  registration  statement  remains  in effect  unless  the
Transfer  Agent is otherwise  advised in writing by the Company and shall not be
required  to   independently   confirm  the  continued   effectiveness  of  such
registration  statement.  In the  circumstances  set forth in the  following two
paragraphs,  the  Transfer  Agent shall  deliver to the  Investors  certificates
representing  Common  Stock not bearing  the Legend  without  requiring  further
advice or  instruction  or  additional  documentation  from the  Company  or its
counsel or the  Investors  or its  counsel  or any other  party  (other  than as
described in such paragraphs).

    At  any  time  after  the  effective  date  of the  applicable  registration
statement  (provided  that the Company has not informed  the  Transfer  Agent in
writing that such registration statement is not effective) upon any surrender of


<PAGE>

one or more certificates  which bear the Legend, to the extent  accompanied by a
notice requesting the issuance of new certificates free of the Legend to replace
those   surrendered,   the  Transfer   Agent  shall  deliver  to  the  Investors
certificates representing the Common Stock not bearing the Legend, in such names
and denominations as the Investors shall request.

    In the event a  registration  statement is not filed by the Company,  or for
any  reason  the  registration  statement  which is filed by the  Company is not
declared effective by the Commission the Investors or its permitted assignee, or
their legal counsel  confirms to the Transfer  Agent that (i) the Investors have
held the shares of Common Stock (or the  Warrants)  for at least one year,  (ii)
counting  the  shares  surrendered  as being  sold upon the date the  unlegended
Certificates would be delivered to the Investors (or the Trading Day immediately
following if such date is not a Trading Day),  the Investors  will not have sold
more than the  greater  of (a) one  percent of the total  number of  outstanding
shares of Common Stock or (b) the average  weekly  trading  volume of the Common
Stock for the  preceding  four weeks  during the three  months  ending upon such
delivery  date (or the Trading Day  immediately  following if such date is not a
Trading  Day),  and (iii) the Investors has complied with the manner of sale and
notice  requirements of Rule 144 under the Securities Act, and the Company shall
give an opinion to the extent available, authorizing the removal of the Legend.

    Any advise,  notice,  or  instructions  to the  Transfer  Agent  required or
permitted to be given hereunder may be transmitted via facsimile to the Transfer
Agent's facsimile number of:

    (801) 272-9294.

2.  MECHANICS OF DELIVERY OF CERTIFICATES REPRESENTING COMMON STOCK

    In  connection  with any Closing  pursuant to which the  Investors  acquires
Common  Stock under the  Agreement,  the  Transfer  Agent  shall  deliver to the
Investors as defined in the  Agreement  certificates  representing  Common Stock
(with the Legend) immediately.

3.  FEES OF TRANSFER AGENT; INDEMNIFICATION

    The  Company  agrees  to pay the  Transfer  Agent for all fees  incurred  in
connection with these Irrevocable Instructions.  The Company agrees to indemnify
the Transfer  Agent and its offices,  employees and agents,  against any losses,
claims,  damages or  liabilities,  joint or several,  to which it or they become
subject  based  upon the  performance  by the  Transfer  Agent of its  duties in
accordance with the Irrevocable Instructions.

4.  THIRD PARTY BENEFICIARY

    The Company and the Transfer Agent  acknowledge and agree that the Investors
is an express third party  beneficiary  of these  Irrevocable  Instructions  and
shall be entitled to rely upon, and enforce, the provisions thereof.

                                      -2-
<PAGE>

                                       VIEW SYSTEMS, INC.


                                       By: /s/ Gunther Than
                                           -------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title: CEO
                                              ----------------------------------


                                      -3-
<PAGE>

                                                                       EXHIBIT E
                              SCHEDULE OF INVESTORS


Investor                               Number of Units         Purchase Price
--------                               ---------------         --------------

Liberty Partners, LLC                      1,000,000               $500,000
8665 Flamingo Road, Suite 2000
Las Vegas, Nevada 89174
Attn:  John W. Peters

Empire Fund Managers, LLC                  1,000,000               $500,000
525 South 300 East
Salt Lake City, Utah 84111