Prepared by MERRILL CORPORATION www.edgaradvantage.com QuickLinks Exhibit 10.12 Restricted Share Agreement Between View Systems, Inc. and David Bruggeman RESTRICTED SHARE AGREEMENT UNDER THE VIEW SYSTEMS, INC. 1999 RESTRICTED SHARE PLAN THIS AGREEMENT...

 Prepared by XXXXXXX CORPORATION xxx.xxxxxxxxxxxxxx.xxx



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  Exhibit 10.12  

 Restricted Share Agreement Between View Systems, Inc. and Xxxxx Xxxxxxxxx

 RESTRICTED SHARE AGREEMENT
UNDER THE
VIEW SYSTEMS, INC.
1999 RESTRICTED SHARE PLAN

    THIS AGREEMENT IS made as of March 1, 1999, by and between View Systems, Inc., whose principal place of business is 000 Xxxx Xxxxxx Xxxxxx, Xxxxx
00, Xxxxxxxxx, Xxxxxxxx 00000 (the "Company") and Xxxxx Xxxxxxxxx, 6529 Quiet hours #103, Columbia, Md. 21045 (the "Grantee").

    WHEREAS,
the Executive Compensation Committee (the "Committee") and the Board of Directors of the Company consider it desirable and in the Company's interest that the Grantee be
granted its shares of common stock, par value $.001 per share, subject to certain restrictions and risk of forfeiture ("Restricted Shares"), in accordance with the terms and conditions of the
Company's Restricted Share Plan (the "Plan").


    NOW
THEREFORE, it is agreed as follows:

    1. Grant of Restricted Shares. The Company hereby grants to Grantee 48,000 Restricted Shares. Subject to the restrictions set forth in
Section 2, the Grantee shall have all of the rights of a shareholder, including, without limitation, the right to vote the Restricted Shares and to receive dividends thereon.

    2.
Restrictions. The following restrictions shall apply to each of the Restricted Shares until termination of the Restricted Period (as
defined in Section 3) applicable to such Restricted Shares:



    (a)
The Restricted Shares shall be forfeited and shall automatically be transferred to the Company, without further act by Grantee, in the event of termination of the Grantee's
employment with the Company for any reason other than an Extraordinary Event (as defined in the Plan) during the Restricted Period.

    (b)
During the Restricted Period, the Grantee shall have no right to transfer any of the Restricted Shares.



    3.
Restricted Period.



    (a)
Definition. For purposes of this Agreement and the Plan, the Restricted Period with respect to any Restricted Shares shall mean that period of time during which the restrictions
described in Section 2 shall apply to such Restricted Shares.

    (b)
Applicable Period. The restrictions specified in Section 2 above shall apply to the Restricted Shares in the amounts (expressed as a percentage of the total number of
Restricted Shares granted

hereunder) and for the periods specified below, after which the Restricted Shares will be owned free and clear of any restriction hereunder:


Number of
Restricted Shares
Restricted Period
From Date of Grant to:

4,000 shares
April 1, 1999

4,000 shares
May 1, 1999

4,000 shares
June 1, 1999

4,000 shares
July 1, 1999

4,000 shares
August 1, 1999

4,000 shares
September 1, 1999

4,000 shares
October 1, 1999

4,000 shares
November 1, 1999

4,000 shares
December 1, 1999

4,000 shares
January 1, 2000

4,000 shares
February 1, 2001

4,000 shares
March 1, 2001



    Notwithstanding
the foregoing, all restrictions shall expire upon the occurrence of an Extraordinary Event as specified in the Plan.

    4.
Certificates for Stock.



    (a)
Certificates representing the Restricted Stock shall be registered in the name of Grantee and shall bear the following legend:



SOME
OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE RESTRICTED BY THE TERMS OF THE RESTRICTED STOCK AGREEMENT, DATED            AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE
TERMS OF SUCH AGREEMENT.



    (b)
At the request of the Grantee, the Company will issue a new certificate or certificates, without such restrictive legend, representing shares as to which the restrictions
hereunder shall have terminated upon surrender to the Company of the certificate representing Restricted Shares.



    5.
Dividends. Dividends paid on the Restricted Shares shall be paid, in cash or in unrestricted shares having a fair market value equal
to the amount of such dividends and shall belong to the Grantee free of any restrictions.

    6.
Plan; Applicable Law. This Restricted Share award is subject in all respects to the provisions of the Plan, a copy of which has been
provided to the Grantee. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, excluding its provisions relating to conflicts of laws.

    IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed under seal, intending this to be a sealed instrument, as of the date first above written.




WITNESS/ATTEST:
 
VIEW SYSTEMS, INC.


 
 
 
By:
 
 

 
 
Name:
 



 
 
Title:
 



 
 
 
 Xxxxx X. Xxxxxxxxx









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 Exhibit 10.12