STOCK OPTION PLAN AGREEMENT

Between

VIEW SYSTEMS INC.

and

REID R. MILES

View Systems Inc.

1550 Caton Center Drive, Suite E

Baltimore, Maryland 21227

STOCK OPTION PLAN AGREEMENT

THIS STOCK OPTION PLAN AGREEMENT (the “Agreement”) is made and entered into to be effective as of the 26th day of February, 2013 (the “Date of Grant”).

BETWEEN:

VIEW SYSTEMS INC., a company incorporated under the laws of the State of Nevada, U.S.A., and having a business office and an address for notice and delivery located at 1550 Caton Center Drive, Suite E, Baltimore, Maryland 21227

(the “Company”);

OF THE FIRST PART

AND:

REID R. MILES, having an address for notice and delivery located at 470 Park Avenue South, 12th Floor, North Side, New York, New York 10016

(the “Optionee”).

OF THE SECOND PART

witnesseth:

whereas, effective as of the 1st day of March, 2013, the Board of Directors of the Company determined that the Optionee should receive an option to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) in order to provide the Optionee with an opportunity for investment in the Company and additional incentive to pursue the success of the Company, said option to be for the number of shares, at the price per share and on the terms as set forth in this Agreement; and

WHEREAS, the Optionee desires to receive an option on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, the parties to this Agreement agree as follows:

The Company hereby grants to the Optionee, as a matter of separate agreement and not in lieu of salary or any other compensation for service, the right and option (the “Option”) to purchase all or any part of an aggregate of 15,000,000 shares of the authorized and unissued Common Stock (collectively, the “Option Shares”) pursuant to the terms and conditions as set forth in this Agreement.

At any time when shares are to be purchased pursuant to the Option, the purchase price for each Option Share shall be U.S. $0.03 (the “Option Price”).

Option Period. The option period with respect to each Option Share shall commence from the Date of Grant and shall terminate at 5:00 p.m. (Eastern Time) on March 1, 2018 (such period in time being the “Option Period”) unless terminated earlier as provided in this Agreement.

Earlier termination of Option. Upon the death of the Optionee during the Option Period, the Option may be exercised by the Optionee’s estate in full for one year after such death; provided always, that payment is tendered within one year after the date of death.

The Company agrees that the Optionee will be eligible to a cashless exercise in full at one time or in part from time to time of the Option to purchase the Option Shares. The Optionee shall be entitled to receive a certificate for the number of shares of Common Stock equal to the quotient obtained by dividing [(A-B) x (X)] by (A), where:

(A) = the closing price of the shares of Common Stock on the trading day immediately preceding the date on which the Optionee elects to exercise the Option by means of a cashless exercise as set forth in the Notice and Agreement of Exercise of Option;

(B) = the Exercise Price, as adjusted hereunder; and

(X) = the number of Option Shares issuable upon exercise of this Option in accordance with the terms of this Agreement.

No Option Shares shall be issued unless and until, in the reasonable opinion of the Company, any applicable registration requirements of the United States Securities Act of 1933, as amended (the “Securities Act”), any applicable listing requirements of any securities exchange on which stock of the same class has been listed, and any other requirements of law or any regulatory bodies having jurisdiction over such issuance and delivery have been fully complied with. Pursuant to the terms of the Notice and Agreement of Exercise of Option that shall be delivered to the Company upon each exercise of the Option, the Optionee, and the Optionee’s designee if applicable, shall acknowledge, represent, warrant and agree as follows:

The foregoing restrictions or notice thereof shall be placed on the certificates representing the Option Shares purchased pursuant to the Option and the Company may refuse to issue the certificates or to transfer the shares on its books unless it is satisfied that no violation of such restrictions will occur.

The Option shall not be transferable except (a) by will or the laws of descent and distribution, (b) to an Affiliate of the Optionee or (c) to trust, family limited partnership or limited liability company or other entity for estate planning purposes, and any attempt to do so shall void the Option. During the Optionee’s lifetime the Option is exercisable only by the Optionee or its permitted transfers, however, and in accordance with the provisions hereof, any Option Shares being acquired hereunder may, at the prior direction of the Optionee, be acquired by the Optionee or by the Optionee’s designee.

(a)          If the Company increases or decreases the number of its outstanding shares of Common Stock, or changes in any way the rights and privileges of such shares, by means of the payment of a stock dividend or the making of any other distribution on such shares payable in its Common Stock, or through a stock split or subdivision of shares, or a consolidation or combination of shares, or through a reclassification or recapitalization involving its Common Stock, the numbers, rights and privileges of the shares of Common Stock included in the Option shall be increased, decreased or changed in like manner as if such shares had been issued and outstanding, fully paid and non-assessable at the time of such occurrence.

(b)          If the Company, at any time prior to March 1, 2015, shall issue or sell any shares of Common Stock or Common Stock Equivalents (each such issuance or sale, a “Dilutive Issuance”), then upon each such Dilutive Issuance, the total number of Option Shares which may be purchased pursuant to this Agreement after such Dilutive Issuance shall be increased to an amount equal to (i) 5.95% of the number of shares of Common Stock outstanding on a Fully Diluted Basis after giving effect to such Dilutive Issuance, less (ii) the total amount of shares of Common Stock purchased pursuant to this Agreement prior to such Dilutive Issuance. “Fully Diluted Basis” means all of the outstanding shares of Common Stock, assuming the full exercise of all then outstanding options, warrants or other rights to acquire shares of Common Stock and the full conversion of all outstanding securities convertible into shares of Common Stock (collectively, “Common Stock Equivalents”) without regard to any restrictions or conditions with respect to the exercisability or conversion of such Common Stock Equivalents.

(c)          Upon any adjustment of the Option Price or the number of Options Shares which may be purchased pursuant to this Agreement, the Company shall deliver a written notice of the same to the Optionee, which notice shall be signed by the President, Chief Executive Officer or Chief Financial Officer of the Company specifying the applicable modifications.

(d)          The Company represents to the Optionee that as of the date hereof, (i) the authorized capital stock of the Company is 950,000,000 shares of Common Stock, of which 181,421,178 are issued and outstanding, and 10,000,000 shares of Preferred Stock of the Company, of which 2,989,647 are issued and outstanding, (ii) an aggregate of 100,000,000 shares of Common Stock have been reserved for issuance pursuant to the Company’s 2010 Equity Incentive Plan and the Company’s 2010 Service Provider Stock Compensation Plan and (iii) options (which do not include the Options granted pursuant to this Agreement) to acquire an aggregate of 10,000,000 shares of Common Stock have been issued. Except as contemplated by this Agreement and except as set forth in this Section 8(d), there are no Common Stock Equivalents outstanding.

The Optionee understands that the Company is under no obligation to register the Option Shares under the Securities Act, and that, in the absence of any such registration, the Option Shares cannot be sold unless they are sold pursuant to an exemption from registration under the Securities Act. The Company is under no obligation to comply, or to assist the Optionee in complying with, any exemption from such registration requirement, including supplying the Optionee with any information necessary to permit routine sales of the Option Shares under Rule 144 of the Commission (the “Rule”). The Optionee also understands that, with respect to the Rule, routine sales of securities made in reliance upon such Rule only can be made in limited amounts in accordance with the terms and condition of the Rule, and that in cases in which the Rule is inapplicable, compliance with either Regulation A or another disclosure exemption under the Securities Act will be required. Thus, the Option Shares will have to be held indefinitely in the absence of registration under the Securities Act or an exemption from registration.

Furthermore, the Optionee fully understands that the Option Shares have not been registered under the Securities Act and that they will be issued in reliance upon an exemption which is available only if Optionee, or the Optionee’s designee if applicable, acquires such shares for investment and not with a view to distribution. The Optionee is familiar with the phrase “acquired for investment and not with a view to distribution” as it relates to the Securities Act and the special meaning given to such term in various releases of the Commission.

The Optionee and the Optionee’s designee shall not have any of the rights of a shareholder with respect to the Option Shares covered by the Option except to the extent that one or more certificates for such Option Shares shall be delivered to them upon exercise of the Option.

Any notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to be given upon receipt by sender or sender’s return receipt for acknowledgment of delivery of said notice by postage prepaid registered mail. Such notice shall be addressed to the party to be notified as shown below:

Any party may change its address for purposes of this paragraph by giving the other party written notice of the new address in the manner set forth above.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the day and year first above written.

__________

EXHIBIT A

TO VIEW SYSTEMS INC.

STOCK OPTION PLAN AGREEMENT

NOTICE AND AGREEMENT OF EXERCISE OF OPTION

The Optionee hereby exercises its Option to purchase                  shares (each an “Option Share”) of Common Stock of View Systems Inc. (the “Issuer”) pursuant to the terms of the Stock Option Plan Agreement dated February 26, 2013 by and between the Issuer and the Optionee (the “Agreement”).

Enclosed are the documents and, if applicable, payment as specified in paragraph 4 of the Agreement.

The Optionee, and the Optionee’s designee if applicable, understands that no Option Shares will be issued unless and until, in the opinion of Fresh Start Private Management, Inc. (the “Company”), any applicable registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), exchange on which stock of the same class is then listed, and any other requirements of law or any regulatory bodies having jurisdiction over such issuance and delivery, shall have been fully complied with. The Optionee, and the Optionee’s designee if applicable, hereby acknowledges, represents, warrants and agrees, to and with the Company as follows:

The foregoing restrictions or notice thereof shall be placed on the certificates representing the Option Shares purchased pursuant to the Option and the Company may refuse to issue the certificates or to transfer the Option Shares on its books unless it is satisfied that no violation of such restrictions will occur.

Payment shall take the form of (check the applicable box):

¨           in lawful money of the United States; or

¨           if permitted, the cancellation of such number of Option Shares as is necessary, in accordance with the formula set forth in paragraph 5 of the Agreement, to exercise this Option with respect to the maximum number of Option Shares purchasable pursuant to the cashless exercise procedure set forth in such paragraph.

The number of Option Shares specified above are to be issued in the registration manner as directed by the Optionee and, if applicable, to the Optionee’s designee as set forth hereinbelow.