January 9, 2001
Rubin Investment Group
4929 Wilshire Boulevard, Suite 428
Los Angeles, California 90010
Attn: Daniel J. Rubin
Re: Warrants to Purchase Stock of View Systems, Inc. (the "Company")
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Gentlemen:
This letter concerns Common Stock Purchase Warrants to
purchase shares of our common stock issued to you on February 18, 2000, as
follows:
(i) a First Common Stock Purchase Warrant (the "First
Warrant") to purchase 1,500,000 shares at $2.00 per share which were to expire
as to 1,000,000 shares on July 18, 2000 and as to 500,000 shares on August 18,
2000. You exercised your rights under the First Warrant for the purchase of
265,000 shares at a modified price of $.50 per share.
(ii) a Second Common Stock Purchase Warrant (the
"Second Warrant") to purchase 1,000,000 shares at $2.00 per share which were to
expire on February 18, 2003. (The First Warrant and the Second Warrant are
collectively referred to as the "Warrants".)
The above described Warrants were issued pursuant to and in
consideration of the terms and conditions of an executed Term Sheet between us
dated February 11, 2000, a copy of which is attached (the "Term Sheet"). Under
the Term Sheet you agreed (i) to invest $300,000 to $750,000 in public relations
on behalf of the Company relatively evenly over six months, and (ii) to exert
best efforts to improve shareholder value of the Company.
We had modified the terms of the Warrants for your benefit
several times since the date of the Term Sheet, in further efforts to induce you
to perform your obligations and in consideration of your further promises and
commitments. These undertakings by you included your conducting media and
stockholder relations and other services on behalf of the Company, arranging
financings for the Company, and assistance to the Company in its sales,
operations and financing efforts. However, as of the date hereof, you have not
performed any of your obligations and commitments under either the Term Sheet or
our additional agreements. Furthermore, we have been advised that your
activities in the Company's stock are being investigated by the Securities and
Exchange Commission for certain alleged wrongdoing, including alleged
manipulation of the Company's stock prices. Your failure to honor your
commitments, promises and undertakings has caused very substantial harm to the
Company.
This letter is to inform you that the Company has therefore
terminated and canceled the Warrants, and has given instructions to its Transfer
Agent not to issue any shares of stock of the Company upon any purported
exercise of any portion of the Warrants.
Very truly yours,
VIEW SYSTEMS, INC.
By:/s/ Gunther Than
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Gunther Than, President