a) Please indicate on the Subscription Agreement and the Confidential Purchaser Questionnaire how the Shares are to be held (e.g.joint tenants with rights of survivorship, tenants by the entireties, etc.) (b) Please return Subscription Documents and...

 Prepared by XXXXXXX CORPORATION xxx.xxxxxxxxxxxxxx.xxx



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  Exhibit 4.2  

    Form of Subscription Agreement From 8/8/99 Rule 505 (Amended To Be Rule 506) Offering and Terms of Offering Pages From
Private Placement Memorandum, Dated 8/8/99, Describing Rights of Subscribers.

VIEW SYSTEMS, INC.
(A Florida Corporation)

[LOGO]

1,000,000 Shares
at a Price of $2.00 Per Share
Subscription Documents
INSTRUCTION FOR COMPLETION:

    In
connection with your subscription for View Systems, Inc. (the "Company"), enclosed herewith are the following documents which must be properly and fully completed and
signed:

    1.  INVESTMENT AGREEMENT.  Fully completed and signed. Please make your check
payable to the Company. (Note to partnerships who wish to subscribe: each general partner of the partnership must fully complete and sign the Investment Agreement).

NOTES TO SUBSCRIBERS:

    (a)
Please indicate on the Subscription Agreement and the Confidential Purchaser Questionnaire how the Shares are to be held (e.g.joint tenants with rights of survivorship, tenants by the entireties, etc.)



    (b)
Please return Subscription Documents and checks to the Company c/o Xxxxxx X. Xxxxxxx, 0000 Xxxxxx Xxxx, Xxxxx X, Xxxxxxxx, Xx. 00000. ALL CHECKS SHOULD BE MADE PAYABLE TO VIEW
SYSTEMS, INC.

    (c)
Additional copies of the required forms are available from the Company at 0000 Xxxxxx Xxxx, Xxxxx X, Xxxxxxxx, XX 00000 or by calling the Company at
(000) 000-0000.

    (d)
You have should have received the Confidential Private Placement Memorandum from the Company and we are required to give this to you before accepting your subscription. Please do
not submit your subscription if you have not received this document. By submitting your subscription, you are acknowledging that you have received the Confidential Private Placement Memorandum
prepared for this offering.



INVESTMENT SUBSCRIPTION AGREEMENT


To:
View Systems, Inc.

X/x Xxxxxx X. Xxxxxxx

0000 Xxxxxx Xxxx, Xxxxx X

Xxxxxxxx, Xxxxxxxx 00000



Gentlemen:


    You
have informed me that the Company is offering shares of the Company's common stock at a price of $2.00 per share.

    1.  Subscription.  Subject to the terms and conditions of this Subscription
Agreement (the "Agreement"), the undersigned hereby tenders this subscription, together with the payment (in cash or by bank check in lawful funds of the United States) of an amount equal to $2.00 per
Share, and the other subscription documents, all in the forms submitted to the undersigned. PLEASE BE SURE TO MAKE THE CHECK PAYABLE TO VIEW SYSTEMS, INC..


    2.  Acceptance of Subscription: Adoption and Appointment.  It is understood and
agreed that this Agreement is made subject to the following terms and conditions:

    (a)
The Company shall have the right to accept or reject subscriptions in any order it shall determine, in whole or in part, for any reason (or for no reason).

    (b)
Investments are not binding on the Company until accepted by the Company. The Company will refuse any subscription by giving written notice to the purchaser by personal delivery
or first-class mail. In its sole discretion, the Company may establish a limit on the purchase of Shares by a particular purchaser.


    (c)
The undersigned hereby intends that his signature hereon shall constitute an irrevocable subscription to the Company of this Agreement, subject to a three day right of rescission
for Florida residents pursuant to Section 517.061 of the Florida Securities and Investor Protection Act. Each Florida resident has a right to withdraw his or her subscription for Shares,
without any liability whatsoever, and receive a full refund of all monies paid, within three days after the execution of this Agreement or payment for the Shares has been made, whichever is later. To
accomplish this withdrawal, a subscriber need only send a letter or telegram to the Company at the address set forth in this Agreement, indicating his or her intention to withdraw. Such letter or
telegram should be sent and postmarked prior to the end of the aforementioned third day. It is prudent to send such letter by certified mail, return receipt requested, to ensure that is received and
also to evidence the time when it was mailed. If the request is made orally (in person or by telephone) to the Company a written confirmation that the request has been received should be requested.

    Upon
satisfaction of the all the conditions referred to herein, copies of this Agreement, duly executed by the Company, will be delivered to the undersigned.

    3.  Representations and Warranties of the Undersigned.  The undersigned hereby
represents and warrants to the Company as follows:

    (a)
The undersigned (I) has adequate means of providing for his current needs and possible personal contingencies, and he has no need for liquidity of his investment in the
Company; (ii) is an Accredited Investor, as defined below, or has the net worth sufficient to bear the risk of losing his entire investment; or (iii) has, such knowledge and experience
in financial matters that the undersigned is capable of
evaluating the relative risks and merits of this investment. "Accredited Investors" include: (I) accredited investors as defined in Regulation D under the Securities Act of 1933, as
amended ("Reg. D") i.e., (a) $1,100,000 in net worth (including spouse) or (b) $200,000 in annual income for the last two years and projected for the current year; and (ii) the
Company or affiliates of the Company. "Non-Accredited Investors" are all subscribers who are not "Accredited Investors." All "Non-Accredited" investors must have either a


preexisting personal or business relationship with the Company or any of its affiliates, or by reason of their business or financial experience (or the business or financial experience of their
unaffiliated professional advisors) would reasonably be assumed to have the capacity to protect their own interests in connection with this investment.

    (b)
The undersigned is purchasing for his/her own account not with a view to or for resale in connection with any distribution of the Shares.

    (c)
The undersigned has received and read or reviewed and represents he is familiar with this Agreement and the Memorandum accompanying these documents. The undersigned confirms that
all documents, records and books pertaining to the investment in the Company and requested by the undersigned have been made available or have been delivered to the undersigned.

    (d)
The undersigned has had an opportunity to ask questions of and receive answers from the Company or a person or persons acting on its behalf, concerning the terms and conditions of
this investment and the financial condition, operations and prospects of the Company.

    (e)
The undersigned understands that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws and are
instead being offered and sold in reliance on exemptions from registration.

    (f)
The Shares for which the undersigned hereby subscribed are being acquired solely for his own account, and are not being purchased with a view to or for the resale, distribution,
subdivision, or fractionalization hereof. He has no present plans to enter into any such contract, undertaking, agreement or arrangement. In order to induce the Company to sell and issue the Shares
subscribed for hereby to the undersigned, it is agreed that the Company will have no obligation to recognize the ownership, beneficial or otherwise, of such Shares by anyone but the undersigned.

    (g)
The undersigned acknowledges and is aware that no federal or state agency has made any finding or determination as to the fairness of the offering of Shares for investment or any
recommendation or endorsement of the Shares.

    (h)
That the Company shall incur certain costs and expenses and undertake other actions in reliance upon the irrevocability of the subscription (following the three day rescission
period described in Paragraph 2(c) of this Agreement) for the Shares made hereunder.

    The
foregoing representations and warranties are true and accurate as of the date of delivery of the Funds to the Company and shall survive such delivery. If, in any respect, such
representations and warranties shall not be true and accurate prior to the delivery of the Funds pursuant to Paragraph 1 hereof, the undersigned shall give written notice of such fact to the
Company.


(k)
Undersigned is an (Please check the appropriate box):Accredited Investor: [  ]
Non-Accredited Investor: [  ]



    4.  Indemnification.  The undersigned acknowledges that he understands the
meaning and legal consequences of the representations and warranties contained in Paragraph 3 hereof, and he hereby indemnifies and holds harmless the Company, agents, employees and affiliates,
from and against any and all losses, claims, damages or liabilities due to or arising out of a breach of any representations(s) or warranty(s) of the undersigned contained in this Agreement.

    5.  No Waiver.  Notwithstanding any of the representations, warranties,
acknowledgment or agreements made herein by the undersigned, the undersigned does not thereby or in any other manner waive any rights granted to him under federal or sate securities laws.

    6.  Transferability.  The undersigned agrees not to transfer or assign this
Agreement, or any of his interest herein. Further, an investor in the Shares pursuant to this Agreement and applicable law, will not

be permitted to transfer or dispose of the Shares unless they are registered or unless such transaction is exempt from registration under the Securities Act or other securities laws and in the case of
the purportedly exempt sale, such investor provided (at his own expense) an opinion of counsel reasonably satisfactory to the Company that such exemption is, in fact available.

    7.  Revocation.  The undersigned acknowledges and agrees that his subscription
for the Shares made by the execution and delivery of this Agreement by the undersigned is irrevocable and subject to the three day right of rescission in Florida described in Section 2(c)
herein, and that such subscription shall survive the death or disability of the undersigned, except as provided pursuant to the blue sky laws of the states in which the Shares may be offered, or any
other applicable state statutes or regulations.

    8.  Miscellaneous.  

    (a)
All notices or other communications given or made hereunder shall be in writing and shall be delivered or mailed by registered or certified mail, return receipt requested, postage
prepaid, to the undersigned at his address set forth below and to

    (b)
Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be
construed in accordance with and shall be govern by the laws of the State of Florida.

    (c)
This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof any may be amended only by writing executed by all parties.

    (d)
This Agreement shall be binding upon the heirs, estates, legal representatives, successors and assigns of all parties hereto.

    (e)
All terms used herein shall be deemed to include the masculine and the feminine and the singular and the plural as the context requires.

VIEW SYSTEMS, INC.
SUBSCRIPTION AGREEMENT SIGNATURE


Number of Shares Subscribed for: 

 
Amount tendered at $2.00 per Share: 





 (Signature of Subscriber)
 (Signature of Spouse, or joint tenant, if any)

 (Printed Name of Subscriber)
 (Printed Name of Spouse, or other joint tenant, if any)

 (Address)
 (Address)

 (Social Security Number)
 (Social Security Number)

 Telephone Number
 







    APPROVED AND ACCEPTED in accordance with the terms of this Agreement on this  day of            , 1999.


View Systems, Inc.

 By:
 
  Xxxxxxx Than, President








 
 
NAME OF
 
 

 
 
OFFEREE
 



 
 
MEMORANDUM
 
 

 
 
NO.
 






CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM


View Systems, Inc.



Common Stock: 1,000,000 Shares

[LOGO]

Offering Price: $2.00 Per Share

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Issuer:View Systems, Inc.
Executive Xxxxxx000 Xxxx Xxxxxx Xxxxxx, Xxxxx 00
Xxxxxxxxx, Xxxxxxxx 00000
Phone (000) 000-0000
Contact: Xxxxxxx Than

    The
Date of this Confidential Private Placement Memorandum is August 8, 1999


TERMS OF THE OFFERING




    This Offering is speculative and entails a high degree of risk. These securities are being offered and sold on reliance on the exemption from registration
pursuant to Rule 505 of Regulation D of the Securities Act of 1933 and pursuant to similar exemptions under various State Securities Acts. The Company recently commenced operations in
the security and surveillance industry and has little or no history of operations or profits in this industry. Accordingly, there can be no assurance as to profitability; Investors hereunder will
suffer dilution.

    The
Securities being offered hereby have not been registered under the Securities Act of 1933, as amended, (the "Act"), in reliance upon an exemption from such registration, which
depends on the full compliance with certain terms and conditions. Under the terms of this Offering, the purchasers of stock hereunder will be granted "piggyback" registration rights, so that the
Company will register the shares sold hereunder at its own expense as part of its next public registration of securities. There is no guaranty, however, that the Company will be able to register
shares in the future and conduct a public offering.

    An
investment in the shares involves a high degree of risk to investors. The Offering price has been arbitrarily determined by the Company and bears no relationship to assets,
earnings, book value, or any other criteria of value, including its public trading price. (See "Risk Factors.") No one is authorized to give any
information or to make any representations other than those contained in this Memorandum in connection with the Offering described herein and, if given or made, such information or representations
must not be relied upon. This Memorandum does not constitute an offer to sell any of the stock offered herein to any person in any state or country in which is unlawful to make such an offer or
solicitation.

    This
Memorandum does not constitute an offer or solicitation to any person residing in a jurisdiction in which such offer or solicitation is not authorized or in which the person
making the offer or solicitation is not qualified to do so. No person has been authorized to give any information or to make any representations concerning the corporation other than those contained
in this Memorandum. Any other such representations must not be relied upon as having been authorized by the corporation. Neither the delivery of this Memorandum nor any sale made hereunder shall under
any circumstances create an

implication that there have been no changes in the affairs of the corporation since the date hereof. This Memorandum supersedes and replaces any and all information delivered or made available or on
behalf of the corporation to the recipients of this Memorandum prior to the date hereof.

    All
other documents relating to this Offering will be made available to a prospective investor and/or his advisors by the corporation upon request. No Offering literature or
advertising in any form should be relied upon in connection with the Offering except for this Offering Memorandum and the statements contained in it. No dealer, salesman or other person has been
authorized to give any information or to
make any representation not contained in this Memorandum and supplemental literature referred to herein, and if given or made, such information or representation must not be relied upon as having been
authorized by the corporation.

    The
distribution of this Private Placement Memorandum and offering of the stock in certain jurisdictions may be restricted by law. Persons obtaining possession of this Memorandum are
required by the Company and the selling agent to inform themselves about and to observe such restrictions. This Memorandum does not constitute an offer to sell or a solicitation of an offer to buy the
stock in any jurisdiction or to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.






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 Exhibit 4.2