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Purchase and License Agreement [Amendment No. 1] - Law Enforcement Support Agency and ImageWare Software Inc.

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                        FIRST AMENDMENT -- PURCHASE AND
                               LICENSE AGREEMENT

                                    BETWEEN

                              THE LAW ENFORCEMENT
                                 SUPPORT AGENCY

                                      AND

                               IMAGEWARE SOFTWARE
                                  INCORPORATED

                                 April 23, 1999


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First Amendment - Purchase and License Agreement
LESA - ImageWare CCS Contract page 3


                     FIRST AMENDMENT - PURCHASE AND LICENSE

                                    AGREEMENT

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
ITEM                                                                  PAGE

<S>                                                                   <C>
FIRST AMENDMENT                                                         05

   PURCHASE AND SALE OF SYSTEM UPGRADE                                  05
   OPERATE WITH RELIABILITY                                             06
   IMPORT/EXPORT DATA                                                   07
   INTERFACE                                                            07
   TRANSACTION/AUDIT LOGS                                               07
   PAYMENT                                                              07
   MAINTENANCE PAYMENTS                                                 07
   DAMAGE AWARD FOR DELAY                                               08
   SOFTWARE                                                             08
   CONVERSION OF DATA AND IMAGES                                        08
   COMPLETION                                                           08
   SYSTEM ACCEPTANCE TEST (SAT)                                         08
   TRAINING                                                             09
   OPERATOR MANUALS                                                     09
   MAKE WHOLE CLAUSE                                                    09
   MAINTENANCE - EXISTING SYSTEM                                        09
   ESCROW                                                               09
   TITLE                                                                10
   LICENSE OF SOFTWARE                                                  10
   SELLER STAFF                                                         10
   A. Investigation                                                     10
   B. Hold Harmless                                                     10
   PATENT AND COPYRIGHT INDEMNIFICATION                                 11
   INSURANCE                                                            11
   MISCELLANEOUS PROVISION                                              14
   A. Waiver                                                            14
   B. Entire Agreement                                                  14
   C. Laws and Regulations                                              14
   D. Arbitration                                                       14
   E. Assignment                                                        15
   F. Notice of Parties                                                 15
   G. Force Majeure                                                     15
   H. Choice of Law                                                     16
   I. Seller limitation for damages                                     16
   EXHIBITS.                                                            16
   PROPRIETARY INFORMATION                                              16
   A. Definition                                                        16
   B. Disclosure                                                        16
   C. Access Limitation                                                 16
   D. Additional Safeguards                                             17
   E. Third party maintenance                                           17
   F. Ownership                                                         17
   G. RCW 42.17                                                         17
   SELLER AUDIT OF EXISTING EQUIPMENT                                   17
</TABLE>

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First Amendment - Purchase and License Agreement
LESA -ImageWare CCS Contract page 4

<TABLE>
<S>                                                                   <C>
SIGNATURE PAGE                                                          18

APPROVED AS TO FORM:....................................................18

  UPGRADE EQUIPMENT AND SOFTWARE .......................................19
  HARDWARE..............................................................20
   NETFINITY 5500 350/400/450 MHz.......................................20
   IBM PC 300PL 6862 (4X4) 2............................................20
  SYSTEM SOFTWARE ......................................................23
  SYSTEM ACCEPTANCE TESTING.............................................25
  ESCROW AGREEMENT......................................................28
  AGREEMENT FOR MAINTENANCE OF HARDWARE AND SOFTWARE....................38
  INSTALLATION SCHEDULE.................................................48
  Exhibit F (Price Sheet)                                               50
</TABLE>
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First Amendment - Purchase and License Agreement
LESA - ImageWare CCS Contract page 5

                     FIRST AMENDMENT -- PURCHASE AND LICENSE
                  AGREEMENT BETWEEN IMAGEWARE SOFTWARE INC. AND
                    THE LAW ENFORCEMENT SUPPORT AGENCY (LESA)

WHEREAS, an Agreement (the "Agreement") for the purchase and sale of hardware
     and license of software was entered into on September 26, 1991, by and
     between Ximage Incorporated, a California based company ("Seller") and,
     jointly and severally, the County of Pierce and the City of Tacoma, in the
     State of Washington (Collectively "Buyer") for the purchase and sale of a
     computerized mug photo identification system (MUGIS); and

 WHEREAS, by Interlocal agreement between Pierce County and the City of Tacoma
     Buyers assigned their rights and obligations under the Agreement to the Law
     Enforcement Support Agency (LESA), which will be referred to as "Buyer" for
     the remainder of this Agreement; and

 WHEREAS, through the purchase of the Ximage Corporation in July 1998, by
     ImageWare Software Incorporated and through this purchased received all
     rights, privileges, software and hardware designs, and contractual
     obligations of the Ximage Corporation shall be referred to as "Seller" for
     the remainder of this Agreement: and

 WHEREAS, the Buyer and Seller mutually desire to modify, upgrade, and
     otherwise improve the system by adding and upgrading system equipment, and
     adding new software and system functionality, all according to the
     provisions of this Agreement at additional cost to the Buyer: and

 WHEREAS, Buyer has determined that it is in its best interest to accept the
     hardware and software modifications to the system contemplated hereby to
     further amend the Agreement.

 NOW THEREFORE, the parties hereby agree to amend the Agreement as follows:

1.   PURCHASE AND SALE OF SYSTEM UPGRADE. Buyer agrees to buy and Seller agrees
     to sell an Upgrade to Buyer's existing MUGIS system as follows:

     a.   Buyer will receive the hardware, Crimes Capture System (CCS) software,
          investigative software for fifty stations, sub releases, and licenses
          to use the software as set for in paragraph 19, as well as updates
          maintenance and hardware and software support services for 60 months
          in exchange for the payments as set forth in paragraph 6, and monthly
          maintenance fees as set forth in paragraph 7 and EXHIBIT D.

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First Amendment - Purchase and License Agreement
LESA - ImageWare CCS Contract page 6

     b.   The upgrade will include installation of IBM or equivalent based
          equipment listed in EXHIBIT A.I, which shall become the property of
          the Buyer upon acceptance of this Upgrade. Any existing equipment,
          which will remain as part of the installation, and will not be
          replaced, will be noted on EXHIBIT A.I. All other items to be replaced
          as part of the hardware upgrade will be removed by the Seller except
          as noted in EXHIBIT A.1.

     c.   Seller will install the CCS software upgrade to Buyer's existing
          system, preserving all functionality of the existing system including
          customization for Buyer's use, to include but not limited to Print
          Formats, CHRI and JMS interfaces, System connectivity, etc., and
          adding functionality as set forth in EXHIBIT A.II.

2.   OPERATE WITH HIGH RELIABILITY. The system must be capable of continued
     operation in degraded modes and be backed -up by practical means which is
     either manual or system generated. Communications links must be reliable.
     The L.E.S.A. technical staff and County and City personnel must be able to
     maintain and support the system with the current staff and resources.

     a.   The network will connect the equipment stated in Exhibit A.I and the
          existing equipment. The System must be capable of other add-ons
          outside of the County-City building without degradation. It shall be
          configured so that no single component failure of maintenance outage
          or cable disconnection shall functionally disable the system.
          Although it is understood that a failure of the server will prevent
          data-base searches, the CCS Capture stations must have the ability to
          capture and store booking records consisting of images with basic key
          information at the capture station. Upon restoration of the service to
          the server, the system must provide for automatic transfer of the
          stored images and associated data. Each capture station must be able
          to hold up to 1400 IMAGES.

     b.   The system shall be capable of meeting all response times and other
          performance criteria in this Agreement [Exhibit B] during simultaneous
          operations of all stations, both within and outside the County-City
          building, up to a total of 60 concurrent users subject to the speed
          limitations of digital lines and network provided by Buyer. The
          database shall have the capacity to store 1 million images.

     c.   Downtime. The system downtime shall not exceed ten (15) hours during
          any month, despite continuous heavy use 24 hours each day. The maximum
          downtime for non-critical is 48 hours and the maximum downtime for
          critical equipment is 12 hours. Downtime will be computed from the
          time the customer places a call for service to the time that system is
          once again fully operation. Critical components, Downtime, and the
          Remedy for excessive downtime (15.1 hours or more in one month) are
          defined in the Maintenance Agreement EXHIBIT D.

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First Amendment - Purchase and License Agreement
LESA - ImageWare CCS Contract page 7

3.   IMPORT/EXPORT OF DATA AND PHOTOGRAPHS. The System shall allow for the
     Import and Export of photographic images and associated data that conform
     to the ANSI/NIST 1996 Standards.

4.   INTERFACES. The System will have and the Seller will provide the capability
     to interface with any other computer systems that the Buyer needs to
     interact with for the purpose of exchanging data and or images. This will
     include, but not limited to, the Criminal History Records Inquiry (CHRI)
     computer system, Jail Information Management System (JMS), MORPHO AFIS, and
     Live Scan devices. The Crime Capture System will provide a direct interface
     with the JMS computer to receive demographic and other data elements, and
     provide for the transfer of images to the JMS computer. The cost of this
     system will be the responsibility of either EPIC Solutions (JMS Vendor) or
     the Pierce County Sheriffs Correction and Detention Center. How this is to
     be accomplished and in what format will be the responsibility of Seller.

5.   TRANSACTION/AUDIT LOGS. The System shall automatically record every
     significant system transaction and event in a log file or other format so
     that it may be archived for permanent storage. It will be retained on-line
     for a minimum of 60 days. The transactions to be recorded shall include but
     not limited to the operator's identity, the time the operator logged on and
     off, the station the operator was logged into, what records he added, what
     record number was printed, what record number he deleted, each photo-lineup
     created and by whom and when, what records were updated, and who updated
     each record and the day it was updated. The system shall have the
     capability to move transactions/audit logs to permanent storage media.


6.   PAYMENT. Buyer agrees to pay for the purchase, license, installation, and
     training herein described by paying the Seller the amount of ONE HUNDRED
     TWENTY-NINE THOUSAND FIFTY-EIGHT DOLLARS AND SEVENTY-TWO CENTS
     ($129,058.72) EXCLUDING ALL ASSOCIATED WASHINGTON STATE SALES TAX. This
     sum includes all hardware and software costs ($115,231.00), and all
     shipping, training, and installation fees ($13,827.72). The payment will
     be in three parts. Thirty-three percent (33%) will be at the time of
     delivery of the project implementation plan, thirty-three percent (33%)
     will be at the time of system acceptance and the final thirty-three
     percent (33%) will be after the system has had 30 days of performance at
     or above 96% up-time.

7.   MAINTENANCE PAYMENTS. Seller agrees that the system hardware maintenance
     and software support fees will begin on January 1, 2001. Buyer agrees to
     pay quarterly maintenance payments beginning on January 1, 2001, by
     February 15, 2001, and quarterly thereafter for the life of the maintenance
     agreement. Payments will be made by the 15th day of February, May, August,
     November of the respective maintenance period. A maintenance period will be
     defined as three calendar months. The amount of maintenance payments will
     be defined in EXHIBIT D.3.3

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First Amendment - Purchase and License Agreement
LESA - ImageWare CCS Contract page 8

8.   DAMAGE AWARD FOR DELAYED INSTALLATION. The CCS upgrade is an integral part
     of the Pierce County Sheriff's Department Bureau of Corrections and
     Detention's Jail Management System (JMS) and must be installed and data
     converted prior to the completion and installation of that system.
     Notwithstanding any other provision of this First Amendment, the maximum
     time within which the Seller may obtain Acceptance of the upgraded system,
     without incurring liquidated damages for delay is July 30, 1999. Failure to
     meet this deadline, the Seller will pay Pierce County the amount of $2,000
     for each day of delay. If the Buyer causes the delay, Seller will not be
     responsible for any damages due to delay.

9.   SOFTWARE. The additional software functionality of which CCS is capable as
     set forth in EXHIBIT A.II, and the additional customized software
     functionality to be provided to Buyer as set forth in EXHIBIT A.II. Seller
     agrees that no existing functionality of Buyer's system, as defined in
     Exhibit B, shall be lost as a result of the Upgrade. The software shall and
     all converted records will meet all ANSI/NIST 1996 standards, and all
     images will meet the ANIS/NIST 1996 JPEG standards.

      Any upgrades of the system, or any software created or provided by Seller,
      outside of the scope of this agreement shall be offered to the Buyer upon
      the most favorable terms and conditions offered by Seller to any other
      customer. Seller will provide the capability to do tape backups to the
      LESA backup system. LESA will provide the setup and Legato licensing for
      the Crime Capture System.

10.  CONVERSION OF DATA AND IMAGES. The Seller will convert all existing data
     and images found on the Buyer's ForceField MUGIS computer into the
     appropriate ANSI/NIST format. The conversion will be complete by Seller at
     no additional cost to Buyer.

11.  COMPLETION. The Seller shall complete the Upgrade WITHIN 11 CALENDAR DAYS
     from the date on which it commences installation of the Upgrade. The
     Upgrade cannot cause more than eight (8) continuous hours of system down
     time during any twenty-four (24) hour period while the Upgrade is being
     installed. Downtime for this section only, will be defined as anytime that
     either the PCSD Corrections Bureau or Remann Hall Juvenile Detention Center
     are unable to capture booking photos in either the automated or stand
     alone-mode.

12.  SYSTEM ACCEPTANCE TEST (SAT). After completion of installation and prior to
     Acceptance, Seller will perform a systems acceptance test (SAT) upon the
     Upgraded system as set forth in EXHIBIT B. This test will be considered
     satisfied upon the satisfactory completion of those items under Exhibit B
     that are under the control of the Seller. Any function, in Exhibit B, which
     cannot be demonstrated due to a failure of the EPIC Solution's half of the
     JMS interface will not be considered a failure of the SAT. The system will
     be conditionally accepted and payment will be made per Paragraph 6 (SAT
     Acceptance) of this Amendment. When the interface is completed or fixed the
     portion of the SAT that could not be run will be completed. If the
     uncompleted portions of the SAT fail, the final payment will be held until
     the Seller satisfactorily demonstrates

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First Amendment - Purchase and License Agreement
LESA - ImageWare CCS Contract page 9

     the remaining functionality, and the remaining conditions for final payment
     per Paragraph 6 have been met.

13.  TRAINING. Prior to commencement of the SAT, Seller will provide workstation
     training of Buyer's designated personnel and such additional system
     operation training of Buyer's designated personnel as may be reasonably
     necessary to permit Buyer to operate the system as modified by the Upgrade.
     Acceptance shall not be delayed by Buyer's failure to provide personnel
     for training before Acceptance at reasonable times scheduled by Seller.

14.  OPERATOR AND SYSTEM MANUALS. Five (5) days prior to commencement of the SAT
     for the Upgrade, Seller shall deliver to Buyer sufficient Operator Manuals,
     System Administrator Manuals, and Server Operation Manuals for each
     corresponding site. In addition documentation should be provided for the
     user level of the Investigative Tool. Seller will provide an "as-built"
     document upon completion of the upgrade that will document all
     configurations and installation settings required by Seller for maintenance
     and warranty purposes.

15.  MAKE WHOLE. In the event that the installed Upgrade cannot function as
     required for the SAT the Seller will have three (3) calendar days to
     complete any necessary repair and perform the SAT. If after two additional
     three (3) calendar day periods the SAT still cannot be satisfactorily
     completed, the Buyer may either:

     a.   Require the Seller to reinstall the old ForceField system to its
          original running condition prior to the Upgrade. OR,

     b.   Grant the Seller additional time to complete the necessary changes to
          pass the SAT. If after this extension the Seller cannot satisfactorily
          complete the SAT, Buyer reserves the right to exercise option 15.a of
          this agreement.

16.  MAINTENANCE OF EXISTING SYSTEM. During the period of time between
     acceptance of the First Amendment of the Agreement and the installation,
     and completion of the SAT Seller shall provide maintenance services on the
     ForceField system pursuant to the existing agreement, but at no cost to
     Buyer.

17.  ESCROW.
     a.   DEPOSIT. Throughout the term of the perpetual, non-exclusive license
          agreement, Seller agrees to keep and maintain current one copy of the
          system source code for the version of all CCS software used by Buyer
          under this agreement with a mutually acceptable Escrow Agent (the
          "Escrow Agent"). The Escrow Agent shall be paid by Seller and Shall be
          authorized to release the source code to Buyer in accordance with the
          terms of the Escrow Agreement attached hereto as EXHIBIT C and
          incorporated herein by reference.

     b.   DOCUMENTATION. Seller shall also place in said Escrow one copy of the
          appropriate maintenance manuals and such additional documentation as
          is required for the proper maintenance of all Hardware and Software
          components of

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First Amendment - Purchase and License Agreement
LESA - ImageWare CCS Contract page 10

          the System, regardless of manufacturer. Such documentation shall
          consist of logic diagrams, wiring diagrams, installation instructions,
          theory of operation manuals, and maintenance manuals, and shall
          include the same information as that which Seller supplies to its
          maintenance personnel of the maintenance of the System.

     c.   RELEASE. In accordance with terms of the Escrow Agreement, Buyer shall
          be entitled to release of the materials placed in escrow in the event
          Seller ceases to conduct business in the normal course, becomes
          insolvent, makes a general assignment for the benefit of creditors,
          suffers or permits the appointment of a receiver for its business
          assets; or avails itself or, becomes subject to any proceedings under
          the Federal Bankruptcy Code or any other statute of any state relating
          to insolvency or the protection of rights of creditors.

18.  TITLE. Seller warrants that title to the Hardware sold to Buyer under this
     Agreement will pass to Buyer upon Acceptance, free of any and all
     encumbrances. In the event that any such Hardware becomes subject to any
     claims for liens or other encumbrance, Seller shall promptly, and in any
     event within thirty (30) days, cause such lien or encumbrance to be
     discharged and released of record, without cost to Buyer, and shall
     indemnify Buyer against all costs and expenses (including attorney's fees)
     incurred in discharging and releasing such claim of lien or encumbrance. If
     any such claim or encumbrance is not so discharged and released, Buyer may
     pay or secure the release or discharge thereof at the expense of Seller
     after first giving Seller five (5) days' advance notice of its intention to
     do so.

19.  LICENSE OF SOFTWARE. Seller hereby grants to Buyer, subject to the terms
     and conditions of this Agreement, a nontransferable, nonexclusive, and
     perpetual license to use the Software provide under this Agreement. This
     license is for use of the Software only with the Hardware described in this
     Agreement. Notwithstanding any other provision of this Agreement, including
     Exhibits, this license shall survive any termination of the Agreement.

20.  Technical Personnel Supplied by Seller.

     a.   INVESTIGATION. Due to the sensitive nature of some of Buyer's file
          information, all Seller's personnel who will have access to Buyer's
          file information may be fingerprinted and Buyer may conduct a
          background investigation. Any of Seller's personnel may be denied
          access to Buyer's Site and information for security reasons.

     b.   HOLD HARMLESS. Seller agrees to hold harmless Buyer and its agents and
          assigns from all third party claims, demands, damages, actions or
          causes of action resulting from allegedly unauthorized dissemination
          to third parties by any of Seller's personnel of Buyer's data made
          available to Seller under this Agreement, or of any other information
          identified in writing by Buyer to Seller as information that is
          confidential to Buyer.

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First Amendment - Purchase and License Agreement
LESA - ImageWare CCS Contract page 11

21.  PATENT AND COPYRIGHT INDEMNIFICATION.

     a.   GENERALLY. Seller shall at Seller's expense defend, indemnify and hold
          harmless Buyer against any action brought against Buyer to the extent
          that such action is based upon a claim that the System or any part
          provided by Seller infringes and United States or foreign patent or
          copyright ("Infringement Action"); provided, however, that (i)
          Seller's obligations under this paragraph 17 shall be conditioned upon
          Buyer promptly notifying Seller in writing of the Infringement Action
          (and all prior claims relating thereto), and (ii) Seller shall have
          the sole control of the defense and all negotiations for compromise of
          any Infringement Action.

     b.   REMEDIES In the event the System becomes, or in Seller's opinion is
          likely to become, the subject of a claim of infringement of a United
          States or foreign patent or copyright, Seller may, at Seller's option,
          either (i) secure for Buyer the right to continue the use of the
          System, or (ii) replace or modify the System to make it noninfringing
          (provided that the modified or replacement System continues to meet
          the same performance standards as the infringing System. In the event
          that neither (i) nor (ii) is reasonably available to Seller, Seller
          shall so notify Buyer and Buyer shall become entitled to terminate
          this Agreement, and the recovery of damages as stated in paragraph
          21.c.

     c.   DAMAGES. The amount of damages awarded under this section 21 will be
          limited to (i) the restoration of the ForceField system to its
          operation condition prior to the Upgrade at Seller's cost, and (ii)
          the return to Buyer all costs associated with this Upgrade and
          infringement action to include purchase price and maintenance fees.

     d.   LIMITATIONS. Seller shall have no liability or obligations in any
          Infringement Action based upon the Buyer (i) combining or utilizing
          the System or parts thereof with equipment, devices or software not
          connected or provided by Seller; (ii) using other than the most recent
          release of the licensed software provided by Seller, in the event that
          the Infringement Action could have been avoided by use of such
          release; or modifying the System, without the expressed written
          authorization of the Seller.

22.  INSURANCE.

     a.   GENERALLY. Throughout the effective period of this Agreement, Seller
          shall purchase and maintain insurance from a carrier or carriers
          satisfactory to the Buyer covering injuries to persons or property of
          Buyer or third parties as a result of errors, omissions, or operations
          by Seller arising out of this Agreement. Seller shall provide Buyer
          with a certificate of insurance within ninety (90) days of Seller's
          acceptance of this Agreement, as represented by Seller's signature,
          but not less than 7 working days prior to commencement of
          installation. Seller shall

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First Amendment - Purchase and License Agreement
LESA - ImageWare CCS Contract page 12

          provide thirty (30) days prior written notice to Buyer of any
          cancellation, nonrenewal, or material change in the insurance
          coverage.

     b.   WORKERS' COMPENSATION INSURANCE. Seller shall comply with the
          Workmen's Compensation Act of the State of Washington and the United
          States Longshoremen's and Harborworkers' Compensation Act during the
          term of this Agreement, and in case any of the work to be performed by
          Seller hereunder is subcontracted, Seller shall require any and all
          subcontractors to comply with said acts.

          The Seller specifically assumes potential liability for actions
          brought by the Seller's own employees against the Buyer and, solely
          for the purpose of this indemnification and defense, the Seller
          specifically waives any immunity under the state industrial insurance
          law, Title 51 RCW. The seller recognizes that this waiver was the
          subject of mutual negotiation.

     c.   LIABILITY INSURANCE. Contractor shall procure and maintain
          Comprehensive Public Liability and Property Damage Liability Insurance
          which includes but is not limited to operations of Seller, with limits
          of not less than:

          i.   Workers' Compensation and Employers Liability insurance in
               accordance with the laws of the State of Washington with
               liability limits of One Million Dollars ($1,000,000.00) per
               person per accident.

          ii.  Comprehensive General Public Liability and Broad Form
               Comprehensive General Liability or Commercial General Liability
               including bodily injury, personal injury, and property damage in
               the amount of a combined single limit of One Million Dollars
               ($1,000,000.00) each occurrence, and Two Million Dollars
               ($2,000,000.00) in aggregate limit.

          iii. Comprehensive Auto Liability including +bodily injury, personal
               injury and property damage in the amount of One Million Dollars
               ($1,000,000.00) each occurrence and Two Million Dollars
               ($2,000,000.00) in aggregate limit. Coverage must include all
               automobile utilized by ImageWare performing the work hereunder.

          iv.  The following statement shall appear in each certificate of
               insurance provided the Buyer by Seller hereunder: "It is agreed
               that in the event of any material change in or cancellation of
               this policy, thirty (30) calendar days prior written notice will
               be given Buyer."

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First Amendment - Purchase and License Agreement
LESA - ImageWare CCS Contract page 13

The following coverage shall be included in both Primary and excess Liability
       contracts:

1.        Broad Form Property Damage Coverage

2.        Blanket Broad Form Contractual

3.        Stop-Gap Employer's Contingent Liability

4.        Contractor's Protective

5.        Personal Injury Liability (Libel, Slander, Defamation, etc.)

6.        Products and Completed Operations

7.        Non-Owned and Hired Car Coverage

Seller's insurance policy shall also contain a "cross liability" endorsement and
substantially as follows:

     The inclusion of more than one Insured under this policy shall not affect
     the rights of any Insured as respects any claim, suit or judgment made or
     brought by or for any other insured or by or for any employee of any other
     Insured. This policy shall protect each Insured in the same manner as
     though a separate policy had been issued to each, except that nothing
     herein shall operate to increase the Seller's liability beyond the amount
     or amounts for which the Seller would have been liable had only one insured
     been named.

Buyer shall be named as an additional insured as respects this contract, and
such insurance as is carried by Seller shall be primary (over and insurance
carried by Buyer).

     d.   PRIMARY INSURANCE. All insurance under this Agreement shall provide
          that such policies are primary insurance to any other insurance
          available to the parties hereto with respect to any claims arising out
          of this Agreement or as to performance thereof, and that such
          insurance applies separately to each insured against whom claim is
          made or suit is brought.

     e.   INSURANCE NOTICES. All insurance under this Agreement shall provide
          that any notice regarding said insurance shall be made in writing and
          mailed to the following addresses:

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First Amendment - Purchase and License Agreement
LESA - ImageWare CCS Contract page 14

To Buyer:

                   Law Enforcement Support Agency
                   C/o City of Tacoma Risk Management
                   747 St. Helens Municipal Building
                   Tacoma, Washington 98402

                   To Seller:

                   Mr. James Miller
                   President and CEO
                   ImageWare Software Inc.
                   10883 Thornmint Road
                   San Diego, California 92127

Or to such other address as may be specified from time to time by the relevant
party.

1.   MISCELLANEOUS PROVISIONS.

     a.   WAIVER. The failure by either party at any time to enforce any default
          or right reserved to it, or to require performance of any of the
          terms, covenants, or provisions hereof by the other party at the time
          designated shall not be construed as a waiver of any such default or
          right to which the other party is entitled, nor shall it in any way
          affect the right of the party to enforce such provisions, covenants,
          or rights thereafter.

     b.   ENTIRE AGREEMENT. This First Amendment to the Agreement constitutes
          the entire agreement of the parties hereto with respect to the subject
          matter hereof and no waiver or amendment of any provision of this
          Agreement shall be valid unless made in writing and executed by all of
          the parties hereto. Upon Buyer's Acceptance under the First Amendment,
          the provisions of the Agreement, as previously amended, shall no
          longer be effective, except to the extent expressly provided in this
          First Amendment.

     c.   LAWS AND REGULATIONS - SEVERABILITY. The articles and services covered
          by this Agreement shall comply with applicable Federal, State, and
          local laws, ordinances, and any other legal requirements which are in
          effect on the date of the Amendment. In the event that any of the
          terms, conditions, or provisions of this Agreement shall be held
          illegal, unenforceable, or invalid, then notwithstanding, this
          Agreement shall remain in full force and effect and the legality,
          validity and enforceability of the remaining terms, conditions, and
          provisions shall not be affected thereby.

     d.   ARBITRATION. Any controversy or claim arising out of or relating to
          this Agreement, the breach thereof, or the interpretation thereof,
          shall be referred in the

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First Amendment - Purchase and License Agreement
LESA - ImageWare CCS Contract page 15

          first instance to the chief executive of Seller and to the senior
          representative of the Buyer for amicable resolution, failing which
          such controversy or claim shall be settled by binding arbitration in
          accordance with the Rules of the American Arbitration Association. Any
          judgment upon the award rendered in such arbitration shall be final
          and may be entered in any court having jurisdiction thereof.

     e.   ASSIGNMENT. This Agreement may not be assigned by either party without
          the express written consent of the other, which consent shall not be
          unreasonably withheld, provided, however, that Buyer may, without
          Seller's consent, assign all of its rights to any similar joint
          agency, subject only to (i) Buyer giving notice of such assignment
          to Seller and (ii) such other agency assuming all of Buyer's
          obligations and obtaining receipt of any and all funding
          authorizations that may be required in that connection.

     f.   NOTICE OF PARTIES. All notices and demands of any kind which either
          party hereto may be required or desire to serve upon the other party
          under the terms of this Agreement shall be served upon such other
          party by personal service, or by leaving such notice or demand at the
          address set forth below or by forwarding a copy thereof by first class
          mail, postage prepaid, or by telex or telecopier, address as follows:


          To Buyer:

          Law Enforcement Support Agency
          Attn: Robert Van Geison, Director
          930 Tacoma Ave. So. Room 239
          Tacoma, Washington 98402

          To Seller:

          James Miller
          President & CEO
          ImageWare Software Inc.
          10883 Thornmint Road
          San Diego, California 92127

          Or to such other address as may be specified from time to time by
          the relevant party. Service shall be deemed complete when the
          party to whom addressed receives the notice or demand.

     g.   FORCE MAJEURE. Seller and Buyer shall not be responsible for any loss,
          delay, or breach in delivery of performance of any obligation
          hereunder caused by third parties; change in governmental regulations,
          controls, directions or orders; outbreak of a state of emergency, Acts
          of God or the public enemy, war,

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          hostilities, civil commotion, riots, freight or trade embargoes,
          epidemics, perils of the sea, or other natural casualties, fires,
          strikes, walkouts, communication line failures, or other similar cause
          or causes beyond the control of either party.

     h.   CHOICE OF LAW. This Agreement shall be governed by and interpreted in
          accordance with the laws of and in the courts of the State of
          Washington. Any actions shall be brought in the Superior Court of the
          State of Washington located in the City of Tacoma, County of Pierce.

     i.   NOT LIABLE FOR INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES Either
          party shall in no event be liable for any incidental, special, or
          consequential damages of any nature whatsoever, including, without
          limitation, damages arising from loss of use of the system, lost
          data, wrongful arrest, damage to reputation or lost profits, even if
          Seller has been advised of the possibility of such damages.

2.   EXHIBITS. Seller shall comply with the provision of Exhibits attached
     hereto.

3.   PROPRIETARY INFORMATION.

     a.   DEFINITION. For the purposes of this Section, the following items
          shall, except to the extent that they become generally known to the
          public through no fault of Buyer, be treated as "Proprietary
          Information:"

          i.   The Software, including any upgrade thereof or other modification
               thereto;
          ii.  Any technical information or data specifically marked as
               proprietary information provided by Seller to Buyer with respect
               to the System, including the documentation furnished pursuant to
               this agreement;
          iii. Any other information or data provided to Buyer by Seller, which
               Seller designates and clearly marks as "proprietary,"
               "confidential," or "restricted," or by some similar designation.

          Materials, information or documentation provided to Buyer pursuant to
          the Escrow Agreement required by paragraph 17 shall not be included
          within this definition of proprietary information.

     b.   DISCLOSURE, DUPLICATION AND USE. Except as otherwise authorized in
          writing by Seller, Buyer shall take all necessary precautions to
          prevent:
          i.   Disclosure of an proprietary information (other than to
               employees, agents or representatives);
          ii.  Duplication of any proprietary information; or
          iii. Use of a proprietary information except in connection with use of
               the System by Buyer for law enforcement purposes.

     c.   ACCESS LIMITATION. Seller reserves the right to protect itself against
          disclosure of various components of the Software by encasing the same
          in locked sub-systems

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          of the System. Buyer agrees not to allow third party access to such
          locked sub-systems. Buyer further agrees that neither it nor it
          employees, agents or representatives shall have access to the contents
          of such locked sub-systems except to the extent that such access is
          necessary for day-to-day operation of the System (as opposed to
          maintenance).

     d.   ADDITIONAL SAFEGUARDS. Buyer agrees to comply with any additional
          safeguards against improper disclosure, duplication or use of
          proprietary information that Seller may reasonably promulgate from
          time to time, provided that such safeguards do not unduly interfere
          with Buyer's use of the System or appreciably increase Buyer's
          operating costs with respect thereto.

     e.   THIRD PARTY MAINTENANCE. Since this is a turnkey system using off the
          shelf components and Seller developed software, the Seller will be
          responsible for all maintenance of the System. (If a component or
          piece of software supplied by the Seller requires a third party to
          complete the repair or maintenance, it will be the Seller's
          responsibility to arrange for this third party repair or maintenance
          at the Seller's cost).

          In addition, in the event that the Seller shall decline to renew the
          Maintenance Agreement described in EXHIBIT D; Buyer shall be entitled
          to disclose proprietary information to such personnel.

     f.   OWNERSHIP. Except as otherwise provided in this Agreement or by
          agreement between Buyer and Seller, all proprietary information shall
          remain the exclusive property of Seller.

     g.   RCW 42.17. Nothing in this paragraph shall be construed as prohibiting
          Buyer from making available, for public inspection and copying, any
          public records required to be made available pursuant to chapter 42.17
          RCW, providing, however, that Buyer Shall, in such even, give Seller
          prior reasonable notice and an opportunity to challenge such
          disclosure before the Courts, to the extent permitted under applicable
          law.

26.  Seller will audit existing/remaining hardware to ensure sufficient capacity
     and compliance with the requirements of this agreement and the Crime
     Capture System. It will be Buyers responsibility to take appropriate action
     as required in the Seller's report to assure continued operation.

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IN WITNESS WHEREOF the parties hereto have executed this First Amendment
      to the Agreement this 11th day of May, 1999.


BUYER: Law Enforcement Support Agency

By:   /s/ Robert Van Gieson
      --------------------------------------------
      Robert Van Gieson, Director




 SELLER: ImageWare Software Inc.

By:   /s/ James Miller
      --------------------------------------------
      James Miller, President & CEO




Approved as to form:

By:   /s/ Cheryl Carlson
      --------------------------------------------
      Cheryl Carlson Asst. City Attorney

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                                    EXHIBIT A
                         UPGRADE EQUIPMENT AND SOFTWARE

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                                   EXHIBIT A.I
                                    HARDWARE

A.I.1. The following hardware and sub-systems will be included in the System
       purchase price. All replaced hardware will be removed except as noted in
       Section A.I.19.

A.I.2 MEDIUM NETFINITY SERVER HARDWARE (SERVER & RAID replacements) Netfinity
5500 350/400/450 MHz

-    IBM Netfinity 5500 Pentium II I
-    10/100 PCI Ethernet
-    2-drop 16 bit SCSI internal Cable
-    32X IDE CD-R"OM Drive
-    500/100 MHz Pentium II processor with 512KB ECC L2 Cache
-    IBM 1.44MB 3.5 floppy
-    IBM 104 Key Board Grey
-    Integrated IDE Controller
-    Integrated PCI Ultra SCSI RAID Controller - dual channel
-    Mouse - Grey
-    Netfinity 400 W Hot-Swap Power Supply
-    Netfinity NetBay3
-    Processor Complex Card
-    S3 Trio64V2 Graphics - 1MB SGRAM
-    Systems Management Processor
-    ISA 56K33.6 Plug and Play Data/Fax modem
-    18.2GB 1OK ultra SCSI SCA-2 Hot-Swap HDD
-    TrackPoint IV 104 Stealth Black Keyboard
-    IBM Netfinity 256MB SDRAM ECC RDIMM
-    50OMHz Pentium III Processor with 512KB
-    Black Sleek Mouse
-    G74 - 17 (15.9) in Color Monitor, 69 KHz Stealth Grey
-    Smart-UPS 1400-17 Min Runtime

A.I.3 APTURE STATION (Puyallup)
IBM PC 300PL 6862 (4X4) 2
-    IBM 6.4GB EIDE Hard Drive
-    10/100 PCI Ethernet WOL
-    16 bit ISA Crystal Audio Integrated
-    400/100MHz MMX Pentium II Processor with 512 Pipeline B
-    4MB Integrated SCRAM Video Memory
-    64MB 60ns NP SDRAM DIMM
-    CD-ROM Drive Internal 32X Max (Variable Speed)
-    IBM 1.44 MB floppy
-    IMB 104 key Rubber Dome Keyboard

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-    Integrated IDE Controller
-    S3 Trio 3D AGP Graphics Integrated
-    P72 - 17 (16) in UV-NH Color Monitor, 85KHz, Pearl White (1)

A.I.4 CAMERA SUB SYSTEMS (ALL)

All original Equipment remains except for:
-    Pan and Tilt Camera mount
-    Cable Bundle

A.I.5 INVESTIGATIVE STATION HARDWARE (2) (Replacement for PCSD 04 & 05)

IBM PC 300pl 6862 (4x4) 2
-    IMB 6.4GB EIDE Hard Drive
-    10/100 PCI Ethernet WOL
-    16-bit ISA Crystal Audio Integrated
-    400/100MHz MMX Pentium II processor with 512KB Pipeline B
-    4MB Integrated SCRAM Video Memory
-    64 MB 60 ns NP SCRAM DIMM
-    CD-ROM Drive Internal 32X Max (Variable Speed)
-    IBM 1.44MB Floppy Drive
-    IBM 104 key Rubber Dome Keyboard
-    Integrated IDE Controller
-    S3 Trio 3D AGP Graphics Integrated
-    P72 - 17 (16) in. UV-NH Color Monitor, 85KHz, Pearl White

A.I.6 MONITORS: (6)
-    P72-17 (16) inch. UV-NH Color Monitor, 85KHZ, Pearl White (6).
     To replace monitors at PCSD 02,03,06 TPD 02,03 and JUV 02.

A.I.7 PRINTERS COLOR AND BLACK/WHITE

-    6 - MITSUBISHI CP 700 COLOR PRINTERS
-    9 - HP LaserJet B/W 400OTN 17PPM, 120ODPI Printers
 (This will replace all of the existing printers at all locations)

A.I.8 SCANNERS (2) TPD/PCSD FORENSICS

-    2- Epson 800 Executive Scanner with SCSI card

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A.I.9 REPLACED HARWARE:

The Seller, with exception of the following items, will remove all the old
      hardware upgraded through this Amendment.

-    HV-C10 cameras replaced with Scanners. (2)
-    All printers except the Kodak SV6600 series.
-    Server and RAID storage hardware



 ALL OTHER EXISTING HARDWARE WILL BE USED AS PART OF THE COMPLETE SYSTEM.

 IF THERE ARE ANY DISCREPANCIES BETWEEN THE HARDWARE LIST ABOVE AND THE
     ATTACHED FAXED COPY OF HARDWARE AND SOFTWARE, THE ATTACHED FAXED COPY FROM
     THE SELLER WILL BE CONSIDERED TO BE CORRECT.

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                                  EXHIBIT A.II
                                 SYSTEM SOFTWARE

 A.II.1   The Crime Capture System is an NT based system with a Microsoft SQL
          Database. Client sites will operate in a Windows 95, 98, or NT
          environment.

          All necessary software will be supplied and installed by the Seller.
          The software will provide the capability to meet the minimum
          requirements of the System Acceptance Test (SAT) as defined in EXHIBIT
          B. The installed software will at a minimum perform all of the
          functions associated with the current ForceField software, as defined
          in Exhibit B, in addition to those features and functions packaged
          with this software version as enhancements over the older ForceField
          software.

 A.II.2   Seller certifies all Crime Capture System software uses four digit
          years and is "Y2K" compliant according to ANSI and generally accepted
          Year 2000 compliance requirements.

 A.II.3   Seller will provide NT configuration requirements 30 days prior to the
          installation to allow sufficient time to prepare the multi-agency
          environment for this system. This plan should include all specific
          networking settings needed to allow the CCS to function through
          multiple firewalls and across unshared NT domains.

CCS INVESTIGATIVE DISPLAY SOFTWARE (FULL) LICENSE (4)

3 - TO PIERCE COUNTY SHERIFF'S DEPT.

1 - TO TACOMA PD

CCS CAPTURE STATION SOFTWARE LICENSE (5)

2 - TO PIERCE COUNTY SHERIFF'S DEPT.

1 - TO TACOMA PD

1 - TO PUYALLUP PD

1 - REMANN HALL

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INVESTIGATIVE/MUGBOOK SOFTWARE LICENSE (50)

10 - TO PIERCE COUNTY SHERIFF'S DEPT.

40 - TO TACOMA PD

IF THERE ARE ANY DISCREPANCIES BETWEEN THE SOFTWARE LIST ABOVE AND THE ATTACHED
FAXED COPY OF HARDWARE AND SOFTWARE, THE ATTACHED FAXED COPY FROM THE SELLER
WILL BE CONSIDERED TO BE CORRECT.

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                                    EXHIBIT B

                            SYSTEM ACCEPTANCE TESTING
                                      (SAT)

 B.1      SYSTEM ACCEPTANCE TESTING (SAT)

          The SAT will take place after the installation of all hardware and
          software and the Seller has certified the System installation
          completed and ready for testing. Selected employees from Remann Hall,
          Puyallup Police Department, Tacoma Police Department, and Pierce
          County Sheriff's Department will conduct the SAT. The SAT team will
          utilize all capture and display stations to capture live images and to
          make sufficient inquires of the system to measure its conformance and
          compatibility with the following:



 B.1.2    The booking transaction will result in a transfer of data and
          between JMS and CHRI computers and the CCS computer System. The
          transaction will be initiated by the booking officer entering the
          booking number into the appropriate field on the display. The CCS
          computer will access the appropriate prearranged file(s) of the JMS or
          CHRI computers via the System interface, retrieve, and permanently
          store the information on the CCS server. The transfer time should be
          10 seconds or less, assuming a reasonable response from the JMS/CHRI
          systems. The CCS must also allow for the manually enter of and or
          updating of all fields listed below.

1.  NAME
2.  BOOKING NUMBER
3.  RACE
4.  SEX
5.  HEIGHT
6.  WEIGHT
7.  EYE COLOR
8.  HAIR COLOR
9.  CHARGES
10. TPD NUMBERS
11. PCSD NUMBERS
12. FBI NUMBER
13. WASH. STATE NUMBER
14. SCARS, MARKS, TATTOOS, ETC.
15. GANG MEMBERSHIP
16. FACIAL HAIR

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B.1.3     Each capture station must capture, display, and print images in color
          and black and white. Format and size must be to Buyer's current
          specifications and designs.

B.1.4     Any black and white or color print must be printed within two (2)
          minutes.

B.1.5     Each capture station or investigative station must be able to display
          a minimum of 25 color full-face images at one time.

B.1.6     Each capture station or investigative station must be able to display
          images without the demographic information displayed.

B.1.7     Each capture station or investigative station must be able to
          access the database using name, booking number, or CHRI number and
          display the proper image and data within 15 seconds or less.

B.1.8     Each capture station or investigative station must be able to generate
          and display photo line-ups. The line-ups musts be able to be recalled
          by suspect name, or line-up identification number. The identification
          number must appear on every copy of the lineup that is generated and
          printed.

B.1.9     Each scanner must be able to scan photographs, slides, books,
          negatives into the permanent database from which they can be displayed
          and printed from any capture or investigative station, or from any PC
          using the investigate tool. THIS CAN BE ACCOMPLISHED PROVIDED THE
          BUYER PURCHASES AN EPSON EXECUTIVE SCANNER TRANSPARENCY UNIT FOR EACH
          SCANNER.

B.1.10    The system must generate all color identification cards currently in
          the ForceField system. It must also be able to print all black and
          white formats currently used in the ForceField system. As each
          agencies identification cards are unique and specifically designed for
          that agency, access to these identification cards must be limited to
          the agency that is identified on each card format.

B.1.11    The System's training mode must be accessible from any capture or
          investigative station and must not effect on-line data nor interfere
          with other stations on the system.

B.1.12    The System must be able to seal, expunge, or delete any recorded image
          and associated data.

B.1.13    The System must automatically log it self off after 10 minutes of no
          operator use.

B.1.14    An audit trail must be produced at the conclusion of the SAT. The
          audit must include all information contained in paragraph 5 of the
          Agreement.

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B.1.15    The System must allow for the interface to other Law Enforcement
          agencies that purchase the Crimes Capture System or the ForceField
          computerized mug photo identification systems. Where as this may not
          be able to demonstrate at the SAT this is a needed function that must
          be available. SELLER THROUGH THEIR SIGNATURE ON THIS CONTRACT AGREES
          THAT CCS CAN COMMUNICATE WITH CCS SYSTEMS, BUT CANNOT COMMUNICATE CCS
          TO ForceField.

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                                    EXHIBIT C

                                ESCROW AGREEMENT

                            SOFTWARE ESCROW AGREEMENT
                                 MULTI USER PLAN

This Agreement is effective________________, 19___ among Lincoln-Parry
          SoftEscrow, Inc., (hereinafter known as "Trustee"), a company with
          principal offices located at 400 Inverness Drive, Suite 200,
          Englewood, CO 80112, ImageWare Software Incorporated, (hereinafter
          known as "Licensor"), a Corporation, with principal offices located at
          10883 Thornmint, San Diego, CA 92127 and any additional party,
          (hereinafter known as "Licensee"), signing the Acceptance Form
          attached to this Agreement, reference herein as "Attachment 1" and
          incorporated herein by this reference.

 WHEREAS  the Licensor carries on the business of licensing computer software
          and is desirous of making available severally to certain of its
          customers, each herein called the Licensee the benefits contemplated
          by this agreement, and;

 WHEREAS  the Licensor has granted or shall grant to the Licensee the right to
          use certain computer programs in object form and has agreed or shall
          agree to support the programs but wishes to maintain their
          confidentiality as trade secrets, and;

 WHEREAS  the Licensee is desirous of being assured that the source code,
          documentation and related materials for such programs will be made
          available to it for the purposes of self-support if certain events
          named herein occur;

          THEREFORE the parties agree as follows:

 1. ESCROW MATERIALS

          Depositor shall deliver to the Trustee a sealed package containing
          magnetic tapes, disks, disk packs, or other forms of media, in machine
          readable form, and the written documentation prepared in connection
          therewith, and any subsequent updates or changes thereto (the "Deposit
          Materials") for the computer software products (the "System(s)"), all
          as identified from time to time on Exhibit A hereto. Deposit Materials
          shall consist of the source code magnetically or optically stored, and
          such supporting documentation and related materials as are necessary
          for a reasonably competent programmer to routinely maintain and modify
          such code.

 2. BENEFICIARIES

          All Licensees of the System shall separately become a beneficiary
          hereunder upon the signing by the Licensee and Licensor of the
          Acceptance Form attached to this Agreement. Amendments introduced in
          the Acceptance Form by the agreement of Licensor and Licensee will
          supersede any provisions of this Software Escrow Agreement for the
          parties signing said Acceptance Form, providing that said amendments
          do not modify the rights of the Trustee.

 3. DELIVERY AND CERTIFICATION

          The following procedure shall be adopted for the presentation and
          certification of the Deposit Materials into escrow.

          (a) Within 10 days after the signing of this agreement by both
          parties, the Trustee shall supply to the Licensor an appropriate sized
          container which is capable of being sealed and in which the Deposit
          Materials shall be stored.

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          (b) The Licensor shall thereupon deposit the Deposit Materials into
          the said container, identifying it by name and release number, and
          shall certify as to the authenticity of the contents in the sealed
          container on the form supplied by the Trustee.
          (c) The Licensor shall seal the container and shall deliver it to the
          Trustee to hold in accordance with the terms of this agreement.
          (d) The Licensor will deposit new releases into escrow, and the
          Trustee shall retain the latest such deposits and shall return earlier
          deposits to the Licensor.
          (e) The Trustee shall hold the container in its sealed state and shall
          not open, cause or permit it to be opened under any circumstances
          whatsoever except as may be permitted under this agreement or
          amendments thereto.

4. EVENTS CAUSING RELEASE

          The Deposit Materials shall be held in escrow by the Trustee until the
          earliest of the following events:

          (a) A cessation of the use of the System by the Licensee and the
          termination or expiration of its program license agreement with the
          Licensor, or the termination or expiration caused or permitted by the
          Licensee of the System maintenance and support services portion of the
          said program license agreement.
          (b) A termination of this agreement by consent of the Licensor and
          Licensee, or the Licensee alone.
          (c) The occurrence of any of the following events, and provided in all
          events that the Licensor has not made suitable alternate arrangements
          for the continued supplying of maintenance of the System:
          (1) A petition in bankruptcy, or an assignment for the benefit of
          creditors of the Licensor is filed by the Licensor, or a third party
          against the Licensor and is not dismissed within 30 days of its
          filing;
          (2) A cessation of normal business operations by the Licensor during
          the term of this agreement;
          (3) A failure or refusal by the Licensor to provide the System
          maintenance and support services required of it under its program
          license agreement with the Licensee, which failure has been preceded
          by a notice in writing to the Licensor that its continued default
          would cause the Licensee to invoke its rights under this agreement
          fifteen (15) days after the date of the said notice;

5. RETURN TO LICENSOR

          The Trustee shall deliver the Deposit Materials back to the Licensor
          if any of the events named in paragraph 4(a) or 4(b) occurs before any
          of the events named in paragraph 4(c), provided that a Termination
          Notice in the form set out in Schedule A and signed by the Licensor
          and the Licensee has been delivered to the Trustee along with the
          balance of any fees and charges that are due, and further provided
          that no other Licensee is a beneficiary under this agreement at the
          time.

6. DELIVERY TO LICENSEE

          The Trustee shall deliver a copy of the Deposit Materials to the
          Licensee if any of the events named in paragraph 4(c) occur before any
          of the events named in paragraphs 4(a) or 4(b), provided that the
          procedure set out below has been followed and the conditions met.

          (a) The Licensee has delivered to the Trustee a written request for
          the release of the Deposit Materials, accompanied by a sworn affidavit
          in a form satisfactory to the Trustee from a senior officer of the
          Licensee stating the particulars of the reasons for its request.
          (b) A copy of the request and affidavit have been delivered by the
          Trustee to the Licensor, and the Licensor has received at least the
          notice period named in paragraph 4(c)(3).
          (c) No dispute in writing has been received from the Licensor by the
          Trustee within ten (10) days of the Licensor's receipt of the
          Licensee's request and affidavit.
          (d) The Licensee has signed a non disclosure covenant in the form set
          out in Exhibit B and delivered it to the Trustee.
          (e) All outstanding charges under this agreement have been paid to the
          Trustee, and the Licensee has paid copying and delivering costs
          incurred by the Trustee.

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7. DISPUTES AND ARBITRATION

If the Licensor enters a dispute as contemplated by paragraph 6(c) then the
          procedure set out below shall be followed before the Deposit Materials
          is delivered to the Licensee.

          (a) The Licensor and Licensee shall within ten (10) days after the
          entering of a dispute name an arbitrator to decide whether the
          Licensee is entitled to receive the Deposit Materials. If they are
          unable to agree upon the selection of an arbitrator then the Trustee
          shall make the said selection.
          (b) The arbitration shall otherwise be conducted in San Diego,
          California in accordance with the Rules of the American Arbitration
          Association and the Trustee shall immediately upon the expiry of any
          appeal period carry out the decision of the arbitration.

8. VERIFICATION PROCEDURE

In order to verify the authenticity of the contents of any container deposited
          by the Licensor and being held in escrow the Licensee may at any time
          call for its inspection in the manner and subject to the conditions
          below.
          (a) The Licensee shall notify the Licensor and the Trustee in writing
          of its demand to inspect the contents of a container, and such
          notification shall be made at least 30 days in advance of the date
          appointed for such inspection.
          (b) The Trustee shall appoint the location for such inspection.
          (c) The Trustee shall attend at the appointed time and place and shall
          thereat produce the sealed container in question.
          (d) The contents of the container shall be removed and inspected by
          the Licensee and a determination made as to whether they are as
          purported by the Licensor on its certificate.
          (e) If the contents are determined to be as purported, they will be
          resealed and returned to the Trustee to continue to hold in escrow.
          The Licensee shall pay all costs associated with the inspection,
          including machine time, operating personnel, travel, food, lodging and
          a reasonable per diem fee for the attendance of all the parties
          attending at the inspection.
          (f) If the contents of the container are determined not to be as
          purported, then Licensor shall pay all of the costs named in sub
          paragraph (e) and shall also forthwith deliver to the Trustee a copy
          of the authentic software as purported on the Licensor's
          certification, and the Licensee may first verify that the same are
          authentic.

 9. DUTIES OF TRUSTEE

          (a) The Trustee shall store the sealed containers in a safe and secure
          location of its own choosing.
          (b) The Licensor may direct the Trustee to store the sealed containers
          in a location selected by the Licensor, in which event the Trustee
          shall comply with such direction provided that access to the location
          is under the Trustee's control and that any additional costs incurred
          by the Trustee in using the site are paid by the Licensor.
          (c) The Licensor represents that Deposit Materials do not require any
          storage conditions other than office environment conditions.
          (d) The Trustee shall exercise reasonable judgment in the handling of
          the Deposit Materials in the event of a dispute and shall not be
          liable to either party except for grossly or deliberately negligent
          conduct.

 10. FEES, CHARGES AND TERM

          The Licensor shall pay to the Trustee the following fees and charges:
          (a) An annual fee of $500.00 US payable upon execution by the Licensor
          of this Agreement and on each anniversary date thereafter unless
          earlier terminated by either party.

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          (b) This agreement shall continue thereafter on a yearly basis unless
          terminated by either party by giving the other at least ninety (90)
          days written notice prior to any anniversary date, and provided that
          all named beneficiaries have either ceased to hold a use license for
          the System or have consented to the termination of this agreement by
          signing the Termination Notice attached to this Agreement , reference
          herein as "Attachment 2" and incorporated herein by this reference.
          (c) A fee of $50.00 US per container per year or part year for each
          container in excess of one being held by the Trustee at any given time
          payable on the anniversary date of this agreement.
          (d) A fee of $25.00 US per written notice delivered by the Trustee
          under paragraph 6(b).
          (e) A charge representing all expenses incurred by the Trustee for
          media, copying, shipping, delivery, and special storage requested by
          the Licensor payable on receipt of account.
          f) The term of this agreement shall continue so long as any
          beneficiary has rights under it.

  11. DEFAULT IN PAYMENT

          In the event of non-payment of any fees invoiced by the Trustee, the
          Trustee shall give notice of non-payment of any fee due and payable
          hereunder to the Licensor and, in such an event, the Licensor shall
          have the right to pay the unpaid fee within ninety (90) days after
          receipt of notice from the Trustee. If Licensor fails to pay in full
          all fees due during such ninety (90) day period, the Trustee shall
          give notice of non-payment of any fee due and payable hereunder to the
          Licensee and, in such event, the Licensee shall have the right to pay
          the unpaid fee within ten (10) days of receipt of such notice from the
          Trustee. Upon payment of the unpaid fee by either the Licensor or
          Licensee, as the case may be, this Agreement shall continue in full
          force and effect until the end of the applicable term. Failure to pay
          the unpaid fee by both Licensor and Licensee shall result in
          termination of this Agreement. In such event the Trustee shall return
          the Deposit Materials to the Licensor.

          The remedies above do not exclude any other remedies that are
          otherwise available to the Trustee.

  12.  INSPECTION

          For the purpose of insuring that any sealed container delivered to and
          held by the Trustee under this agreement remains in a sealed state,
          either the Licensor or the Licensee may at any time demand to inspect
          such container at the offices of the Trustee, and the Trustee shall
          produce such container on a timely basis for inspection.

  13.  NOTICES

          Any notice required to be given in writing under this agreement shall
          be given by prepaid certified or registered post, return receipt
          requested, to the respective addresses above first mentioned or to
          such other addresses as the parties may from time to time direct.

  14.  TITLE

           Title to the Deposit Materials shall remain in the Licensor either in
           its own right or as agent for the owner. The Trustee shall have title
           to the physical storage medium but not to the Deposit Materials
           residing on it.

   15. GOVERNING LAW

           This agreement shall be governed in accordance with the laws of the
           State of California without giving effect to its conflict of laws
           provisions .

<PAGE>

First Amendment - Purchase and License Agreement
LESA - ImageWare CCS Contract page 32

 16. ENUREMENT

          This agreement shall be binding upon and inure to the benefit of
          parties and the beneficiaries named by the Licensor and the assignees
          of each of them. This agreement may not be assigned by the Trustee
          without the prior written consent of the Licensor.

 17. ENTIRE AGREEMENT

          This Agreement, which includes the Acceptance Form and the Exhibits
          described herein, embodies the entire understanding among all of the
          parties with respect to its subject matter and supersedes all previous
          communications, representations or understandings, either oral or
          written. The Trustee is not a party to the License Agreement between
          Licensor and Licensee and has no knowledge of any of the terms or
          provisions of any such License Agreement. Trustee's only obligations
          to Licensor or Licensee are as set forth in this Agreement. No
          amendment or modification of this Agreement shall be valid or binding
          unless signed by all the parties hereto.

          IN WITNESS WHEREOF the parties have by their representatives so
          authorized executed this agreement to go into force on the date below
          first mentioned.


  ----------------------------------        ------------------------------------
  Lincoln-Parry SoftEscrow, Inc.                    ImageWare Software, Inc.

  By:                                       By:
     -------------------------------           ---------------------------------
  Title:                                    Title:
        ----------------------------              ------------------------------
  Date:                                     Date:
        ----------------------------              ------------------------------

<PAGE>

First Amendment - Purchase and License Agreement
LESA - ImageWare CCS Contract page 33

                      EXHIBIT A - LIST OF ESCROW MATERIALS

Al.       PRODUCT NAME: _Crime Capture System
          Version #: Generic 2.1

Prepared/Confirmed by:____________________________________________________

Title:_________________________________________ Date:________________

Signature:______________________________

Type of deposit:

        ______ Initial Deposit
        ______ Update Deposit to replace current deposits

Items Deposited:
<TABLE>
<CAPTION>

--------------- ----------------- -------------------------------------------------- ---------------- -----------------
    Label          Media Type               Description of Material                     Operating        Hardware
                                                                                          System         Platform
--------------- ----------------- -------------------------------------------------- ---------------- -----------------
<S>                <C>                 <C>                                             <C>               <C>
    SCD I           CDROM              Source Code and Documentation for               Windows 95,          PC

                                         C.R.I.M.E.S Shell, Crime Capture System.              98,
                                         GENERIC.                                              NT
--------------- ----------------- -------------------------------------------------- ---------------- -----------------

--------------- ----------------- -------------------------------------------------- ---------------- -----------------
</TABLE>


A2.       PRODUCT NAME: _Crime Capture System
          Version #: Arizona 1.1

Prepared/Confirmed by:____________________________________________________

Title:_________________________________________ Date:________________

Signature:______________________________

Type of deposit:

        ______ Initial Deposit
        ______ Update Deposit to replace current deposits

<TABLE>
<CAPTION>
--------------- ----------------- -------------------------------------------------- ---------------- -----------------
    Label          Media Type                 Description of Material                    Operating        Hardware
                                                                                          System           Platform
--------------- ----------------- -------------------------------------------------- ---------------- -----------------
<S>                <C>            <C>                                                  <C>                <C>
    SCD 2            CDROM        Source Code and Documentation for                    Windows 95,            PC
                                      C.R.I.M.E.S Shell, Crime Capture                     98,
                                      System. ARIZONA.                                     NT
--------------- ----------------- -------------------------------------------------- ---------------- -----------------

--------------- ----------------- -------------------------------------------------- ---------------- -----------------
</TABLE>

<PAGE>

First Amendment - Purchase and License Agreement
LESA - ImageWare CCS Contract page 34


A3.       Product Name: Face ID
          Version #: 1.1

Prepared/Confirmed by:____________________________________________________

Title:_________________________________________ Date:________________

Signature:______________________________

Type of deposit:

        ______ Initial Deposit
        ______ Update Deposit to replace current deposits
<TABLE>
<CAPTION>

--------------- ----------------- --------------------------------------------------- ---------------- -----------------
    Label          Media Type                 Description of Material                      Operating        Hardware
                                                                                              System        Platform
--------------- ----------------- --------------------------------------------------- ---------------- -----------------
<S>                <C>                 <C>                                               <C>                <C>
     SCD 3           CDROM             Source Code and Documentation for                 Windows 95,           PC
                                          C.R.I.M.E.S Shell, Face ID.                            98,
                                                                                                 NT
--------------- ----------------- --------------------------------------------------- ---------------- -----------------

--------------- ----------------- --------------------------------------------------- ---------------- -----------------
</TABLE>

<PAGE>

First Amendment - Purchase and License Agreement
LESA - ImageWare CCS Contract page 35

                          ATTACHMENT I- ACCEPTANCE FORM

Image Ware Software Inc. and Lincoln-Parry SoftEscrow Inc., hereby acknowledge
          that __________ is a Beneficiary referred to in the Software Escrow
          Agreement number  , effective ___________, 19___ with Lincoln-Parry
          SoftEscrow as the Trustee and ImageWare Software Incorporated as the
          Licensor. Licensee hereby agrees to be bound by all provisions of such
          Agreement.

The Licensee's rights under this Agreement shall relate to the Deposit Materials
          in those container(s) held by the Trustee for which the Licensee has a
          valid license agreement that is not in arrears or otherwise in
          default, at such time as those rights are exercised.

Programs of the software licensed by the Licensee:

1. Crime Capture System. Generic. CD-ROM SCD 1.
2. Face ID. CD-ROM SCD 3.
3.
4.

Notices and communications to Licensee    Company Name:_________________________
       should be addressed to:            Address:____
                                                  ____
                                                  ____
                                          Designated Contact:___________________
                                          Telephone:____________________________
                                          Facsimile:___________________

In Witness Whereof, the Licensor and Licensee, have by their representatives so
          authorized executed this agreement to go into force on the date first
          below written.


____________________________        ______________________________
  Licensee                              Licensor
____________________________

  By:_______________________         By:__________________________
  Name:_____________________         Name:________________________
  Title:____________________         Title:_______________________
  Date:_____________________         Date:________________________

 Received by Lincoln-Parry, SoftEscrow, Inc.

 By:________________________
 Name:______________________
 Title:_____________________
 Date:______________________

<PAGE>

First Amendment - Purchase and License Agreement
LESA - ImageWare CCS Contract page 36

                       EXHIBIT B - NON DISCLOSURE COVENANT

TO: ImageWare Software Inc.                           Date:

                      (Licensor)

          WHEREAS the Licensor and the Licensee are parties to a Software
          Escrow Agreement bearing No.      and date
          pursuant to which the Deposit Materials therein shall be released to
          the Licensee by the Trustee, and;

         WHEREAS a prior condition of such release is set out in paragraph 6(d)
          of the said agreement, namely that the Licensee must first execute
          this form of non disclosure covenant and deliver it to the Trustee;

         THEREFORE the Licensee covenants as follows for the benefit of the
          Licensor:

1.   To hold the Deposit Materials in the strictest of confidence, recognizing
          that it is a valuable trade secret of the Licensor and that its
          improper disclosure will cause substantial and irreparable injury to
          the Licensor.

2.   To restrict the use of the Deposit Materials solely and exclusively for the
          purpose of supporting and developing the Licensee's own installation
          and for no other purpose whatsoever.

3.   To restrict disclosure of the Deposit Materials or any part thereof to only
          those of the Licensee's employees or agents who have a bona fide need
          to know, and who have received written notice of the confidential
          nature of the Deposit Materials and have agreed to abide by these
          restrictions.

4.   Not to make any copy (other than for back up), derivation, translation or
          imitation of the Deposit Materials, or to use any of its algorithms,
          designs or architecture in producing another program.

5.   To fully observe and perform all other obligations which may bind the
          Licensee under any other agreement which exist between it and the
          Licensor.


          ---------------------------------
          Licensee

<PAGE>

                     ATTACHMENT 2 - TERMINATION NOTICE

TO:  Lincoln-Parry SoftEscrow, Inc.                              Date:
400 Inverness Drive South
Suite 200
Englewood, CO 80112

         TAKE NOTICE THAT the Licensor and the Licensee being parties to a
          Software Escrow Agreement bearing No.
          and date                 do hereby terminate the said agreement as of
          the date of this notice and direct you to deliver the Deposit
          Materials thereunder held by you to the Licensor forthwith.


---------------------------------------
Licensor



---------------------------------------
Licensee

<PAGE>

First Amendment - Purchase and License Agreement
LESA - ImageWare CCS Contract page 38

                                    EXHIBIT D

                    AGREEMENT FOR MAINTENANCE OF HARDWARE AND
                                    SOFTWARE.

D.1       TERM.

D.1.1     TERM DEFINITION: For the purposes of this section the remainder of
          calendar year 1999 will be considered a complete maintenance year. All
          subsequent maintenance years will begin on January 1, and end on
          December 31, of that calendar year. (Example, the end of year two
          will be considered to be December 31, 2000, year three December 31,
          2001 and so forth.)

D.1.2     INITIAL TERM. The initial term of this Agreement shall commence on
          the date of Acceptance as specified in the First Amendment to the
          Purchase and License Agreement and shall extend for five (5) years
          following ending on December 31, 2003.

D.1.3     RENEWAL TERMS. This Agreement shall be renewed thereafter,
          automatically for successive one-year terms, but not more than ten
          (10) such terms unless Buyer gives Seller ninety (90) days prior
          written notice of its intention not to renew this Agreement, provided
          however that Sell shall be entitled, beginning upon the commencement
          of the first such renewal term (beginning January of the 6th calendar
          year), to increase the charges payable by Buyer pursuant to paragraph
          D.4.

D.2       MAINTENANCE SERVICE TO BE PROVIDED.

D.2.1     GENERAL. During the initial term of this Agreement, and any renewal
          term thereof, Seller shall provide to Buyer maintenance service with
          respect to the System consisting of (I) Preventive Maintenance as
          described in paragraph D.2.2, (ii) Remedial Maintenance as described
          in paragraph D.2.3, and (iii) Extra Services as described in paragraph
          D.2.4, all in accordance with and subject to the terms and conditions
          of this Agreement.

D.2.2     PREVENTIVE MAINTENANCE. Preventive Maintenance shall consist of all
          maintenance service, other than Excluded Services as defined in
          paragraph D.2.5, performed by Seller in accordance with a
          predetermined schedule and independently of any System Failure, for
          the purpose of maintaining the System in good working order.
          Preventive Maintenance, which shall require quarterly, semi annual,
          and annual maintenance work and shall be performed by locally-based
          (Western Washington) Seller personnel on normal working days between
          the hours of 8:00 a.m. and 4:30

<PAGE>

First Amendment - Purchase and License Agreement
LESA - ImageWare CCS Contract page 39

          p.m. or as otherwise arranged. Pursuant to the provisions of the
          Seller's maintenance manual and in accordance with a schedule mutually
          acceptable to Buyer and Seller, consistent with Buyer's operating
          requirements and the specific needs of the System as determined by
          Seller from time to time.

          For the purpose of this agreement, Normal Business Hours shall be from
          8:00 a.m. to 4:30 p.m. on working days, i.e. Monday - Friday except
          holidays.

D.2.2.a.  QUARTERLY MAINTENANCE shall include, but not limited to, Seller's
          personnel performing a quality control check of the system to assure
          Buyer that the system is performing at the prescribe standards for
          System functionality.

D.2.2.b.  SEMI ANNUAL MAINTENANCE shall include the Quarterly Maintenance in
          addition, but not limited to, a general cleaning of the system.

 D.2.2.c. ANNUAL MAINTENANCE shall include a thorough inspection, cleaning,
          hardware alignment, and general system check to preserve image and
          system performance quality.

 D.2.3    REMEDIAL MAINTENANCE. Remedial Maintenance shall mean all maintenance,
          other than Excluded Services, reasonably required as a result of, and
          for the purpose of correcting, a System Failure. For purposes of this
          Agreement, System Failure shall mean any malfunction in the System
          that prevents or materially interferes with, the accomplishments of
          any or all of the System intended functions, which are expressed in,
          but not limited to those in, Exhibit A.II of the First Amendment to
          the Purchase and License Agreement. Following any identification of
          any System Failure by Buyer, and Buyer's completion of the diagnostic
          checklist and procedures recommended by Seller in the User
          Documentation Set, Buyer shall provide notification thereof to Seller.

          In the event of any software failure, Seller shall thereafter make a
          good faith effort to cause the appropriate software support person to
          respond to the Buyer within 30 minutes of the notification with an
          update as to cause and/or possible solutions. Software support shall
          be available 24 hours per day 7 days each week including holidays
          regardless of the severity of the software failure.

          In the event of any hardware failure, Seller shall thereafter make a
          good faith effort to cause an authorized representative of Seller to
          arriver at the location where the System is installed no later than
          four (4) hours following Seller's receipt of such notification. Seller
          shall from time to time advise Buyer of the name(s) and location(s) of
          locally-based seller personnel authorized to receive such
          notifications and Seller shall ensure that such personnel are
          available to Buyer at all times that the System is scheduled by Buyer
          to be in operation. Hardware support shall be available 7 days per
          week 24 hours per day for critical

<PAGE>

First Amendment - Purchase and License Agreement
LESA - ImageWare CCS Contract page 40

          items as defined in PARAGRAPH D.2.3.1, and during normal work days and
          hours for non critical items as defined in PARAGRAPH D.2.3.2.

D.2.3.1   CRITICAL ITEMS: All Seller hardware associated with the Server, Seller
          supplied interfaces, and Capture Stations that prohibit the Buyer from
          performing their day to day duties associated with the capture and
          storage of mug photo images or as defined as System Downtime under
          paragraph D.6.1 shall be considered as CRITICAL ITEMS. The only
          hardware exception to this paragraph will be the printers.

D.2.3.2   NON CRITICAL ITEMS: All Seller supplied hardware items not mentioned
          in paragraph D.2.3.1 will be considered non critical items and shall
          be repaired during the Seller's normal work hours. This will include
          the printers associated with any capture station and display stations.

D.2.4.    EXTRA SERVICES. Extra Services shall consist of any maintenance
          services with respect to the System, other than Preventive Maintenance
          and Remedial Maintenance, including without limitation, Excluded
          Services. Seller shall be under no firm obligation to perform any
          Extra Service but undertakes to make a good faith effort to render
          such services to the extent that it is capable of doing so without
          substantially interfering with its other obligations under this
          Agreement or its obligations to other customers. If so requested by
          Buyer, Seller shall provide a written estimate of extra charges likely
          to be incurred or accrued as a result of the performance of such
          services, to the extent such services can be reasonably ascertained in
          advance.

D.2.5.    EXCLUDED SERVICES. For the purpose of this Agreement, Excluded
          Services shall be defined as; Any maintenance services necessary or
          appropriate in order to correct any System Failure, or potential
          failure, attributable in whole or in part to any of the following
          factors or any combination thereof.

D.2.5.1   Failure by Buyer to provide or maintain a suitable installation
          environment as the System Site in accordance with the operations
          documentation furnished to Buyer pursuant to PARAGRAPH 14 of the First
          Amendment to the Purchase and License Agreement and any other
          reasonable requirements thereafter communicated in writing by Seller
          to Buyer, including without limitation, any electrical power, air
          conditioning, or humidity control failure or changes to the
          environment of the System Site as defined in the documentation
          pursuant to PARAGRAPH 14.

D.2.5.2   Use of supplies or materials not approved by the Seller, or by the
          equipment manufacture.

D.2.5.3   Use or attempted use of the System for any purpose other than that for
          which it was acquired. (This does not include the Personal Computers
          (PCs) that have the

<PAGE>

First Amendment - Purchase and License Agreement
LESA - ImageWare CCS Contract page 41

          Investigate Software installed on them as they are intended to be
          multi-use computer stations.)

D.2.5.4.  Alterations to the System (other than alterations installed by the
          Seller or authorized in writing by the Seller).

D.2.5.5.  Connection of the System by mechanical or electrical means to any
          other machine, equipment or device (other than those installed by the
          Seller or authorized in writing by Seller) other than normal network
          connections

D.2.5.6.  Removal, transportation or relocation of the System by any person
          other than the Seller, unless authorized by Seller in writing.

D.2.5.7   Neglect or misuse of the System by Buyer or any third party, except
          persons for which the Seller is responsible under this Agreement.

D.2.5.8   Any other intentional or negligent damage to the System by the Buyer
          or third party except for prospective customers of the Seller for
          which Seller is responsible.

D.2.5.9   Any other failure by Buyer to comply with its obligations under this
          agreement or the Purchase and License Agreement.

D.2.5.10  Any event of force majeure, as defined in paragraph 23.g, or any
          other cause other than ordinary use, unless otherwise authorized in
          writing by the Seller.

D.2.5.11  Any maintenance services to be performed on any software, hardware
          or other item not furnished by Seller to Buyer or any other work
          external to the System by anyone other than the Seller.

D.2.6     WARRANT. For and in consideration of Buyer's undertakings under this
          Maintenance agreement, or any extension or renewal thereof, Seller
          warrants that System Downtime, as defined in paragraph D.6.1, shall
          not exceed 15 hours per calendar month.

D.2.7     NEW PARTS. Seller will provide maintenance parts at no cost to Buyer.
          All such parts will be new or parts equivalent to new parts when used
          in connection with the System. Parts removed from the System pursuant
          to this Agreement shall become the property of the Seller. Parts
          installed in the System pursuant to this Agreement shall become the
          property of the Buyer.

D.2.8     REPLACEMENT OR REPAIR. In performing Preventive Maintenance and
          Remedial Maintenance, Seller shall be entitled to exercise reasonable
          discretion in determining whether to replace or repair any
          malfunctioning item, provided, however, that any such replacement
          shall be of equal or better quality and, in the event of a malfunction
          of key circuit boards, to be specified by Seller, a

<PAGE>

First Amendment - Purchase and License Agreement
LESA - ImageWare CCS Contract page 42

          replacement board will be provided pending completion of repairs on
          the defective board.

D.2.9     DIAGNOSTIC SOFFTWARE. In order to facilitate rapid analysis of System
          Failure involving software, Seller will provide a trained staff, at
          their company location, capable of handling all software failures in
          an expedient manner. In addition they will have diagnostic software
          for the purpose of identifying the cause of any System Failure,
          temporarily patching around the problem if necessary or temporarily
          disabling the use of that software module so that the System can be
          returned to use for all other activities with only a minor degradation
          in operation.

D.2.10    OFF-SITE MAINTENANCE: Any maintenance services required to be
          performed under this Agreement which cannot, in the Seller's
          reasonable judgment, be performed effectively at or near the System
          Site shall be performed at such other location(s) as Seller may
          determine, at no extra cost to Customer. However, a loaned part(s)
          from the Seller's warehouse must be installed prior to the shipping of
          the item(s) being removed for maintenance.

D.2.11    LOG ENTRIES: Buyer shall receive monthly or have access to all log
          entries with regards to system failures, and any other malfunctions,
          problems, or defects in the System, in accordance with a format to be
          provided by Seller. Upon completion of each Preventive Maintenance
          task, Remedial Maintenance task, or Extra Service, Seller shall
          provide a written report to the Buyer of the problem, resolve, and any
          equipment replaced. This shall be kept in a binder on site at each
          capture station and display station location.

D.2.12    NOTIFICATION: Seller shall notify Buyer of all routine, scheduled,
          unscheduled, and non-routine maintenance completed o the system. This
          notification shall include the Buyer's reference number (if
          maintenance was a result of a problem call), seller's reference
          number, point of contact for the maintenance and a description of the
          maintenance or correction. Notification will be provided to the person
          reporting the problem and/or Buyer's maintenance contact.

D.2.13    BUYER'S MAINTENANCE CONTACT:

LESA HELPDESK
2415 So 35th Street
Tacoma, WA 98409

(253) 798-3911
E-mail Helpdesk@lesa.net

<PAGE>

First Amendment - Purchase and License Agreement
LESA - ImageWare CCS Contract page 43

D.3.      MAINTENANCE PAYMENTS:

The maintenance payments referred to in PARAGRAPH 7 of the Agreement will be
paid as follows and on dates set forth in PARAGRAPH 7 of the Agreement.

D.3.1     There will be no maintenance payments from the acceptance date of the
          CCS Mug Photo Identification System (MUGIS) to the end of 1999. This
          will be considered the end of year one.

D.3.2     There will be no maintenance payments for the period of January 1,
          2000 ending on December 31, 2000. This will be considered the end of
          year two.

D.3.3     Beginning January 1, 2001, and ending December 31, 2002, the monthly
          maintenance fee (paid quarterly as defined IN PARAGRAPH 7 of the
          Agreement) will be Four thousand five hundred twenty-eight dollars and
          seventy cents ($4,528.70). The monthly fee is combination of the
          annual fee of Forty-three thousand four hundred seventy-five dollars
          and fifty-one cents ($43,475.51) divided by twelve (12) months plus an
          addition 25 percent supplement charge of Ten thousand eight hundred
          sixty-eight dollars and eighty-eight cents ($10,868.88) divided by
          twelve (12) months. The quarterly payment will be Thirteen thousand
          five hundred eighty-six dollars and ten cents ($13,586.10). December
          31, 2001 will be considered the end of year three (3) and December 31,
          2002, will be considered the end of year four (4).

D.3.4     Beginning January 1, 2003, and ending December 31, 2003, the monthly
          maintenance fee will be reduced to one-twelve (1/12th) of the original
          annual maintenance fee of Forty-three thousand four hundred
          seventh-five dollars and fifty-one cents ($43,475.5 1). This base sum
          adjusted by the lesser of an amount equal to the most recent twelve
          month percentage change in the Seattle Consumer Price Index or five
          (5) percent. This will be paid quarterly as defined in paragraph 6 of
          the Agreement. The period of January 1, 2003, ending on December 31,
          2003, will be considered the end of the fifth year.

D.3.5     INDEXATION. Beginning at the commencement of the first annual renewal
          term after the completion of the initial five (5) year term, and with
          each annual renewal term thereafter, the base sum amount for the term
          just expired, shall be adjusted by the lesser of an amount equal to
          the most recent twelve month percentage change in the Seattle Consumer
          Price Index or five (5) percent.

D.4       INVENTORY:

          Seller agrees to maintain a complete inventory of spare parts at a
          location in the Greater Western Washington area, including a set of
          the key circuit boards referred to in PARAGRAPH D.2.8. Such inventory
          may be used to support systems supplied by Seller to other customers.
          Seller shall maintain at such location a supply of all test equipment
          reasonably required for diagnosis of System Failures.

<PAGE>

First Amendment - Purchase and License Agreement
LESA - ImageWare CCS Contract page 44

D.5       CHARGES PAYABLE BY CUSTOMER:

          D.5.1    GENERAL. In consideration for the maintenance service to be
                   rendered by Seller under this Agreement, Buyer agrees to pay
                   to Seller (i) the Basic Monthly Charge described in Section
                   D.3, and (ii) the Supplemental Charges described in
                   paragraph D.3.3.

          D.5.2    ADDITIONAL CHARGES. In addition for any Extra Services
                   performed by Seller, Buyer shall pay Seller's list price for
                   any parts, service, or software, in order to perform
                   relevant Extra Services, less any discount offered to other
                   favored Buyer.

          D.5.3.   INVOICES. All amounts due by Buyer under this Agreement shall
                   be payable to Seller in United States currency within thirty
                   (30) days of presentment of Seller's invoice. Seller shall
                   normally submit invoices on a monthly basis. In the event
                   such amount is not timely paid, Seller shall be entitled to
                   suspend performance of service under this Agreement, in
                   whole or in part, and any such downtime occurring during
                   such period shall be disregarded. In the event that any
                   amount shall be overdue by more than ninety (90) days,
                   Seller shall be entitled to terminate this Agreement.

          D.5.4.   DUTIES, TAXES, AND FEES.

                   D.5.4.1   Seller shall bear the cost of all import and export
                             duties, any brokerage, and all other fees due on
                             any replacement parts for the System.

                   D.5.4.2   Seller shall not be responsible for collecting
                             sales tax on the original purchase or monthly
                             maintenance fees. Buyer will be responsible for
                             paying all appropriate State and local sales or use
                             taxes on the original purchase and monthly
                             maintenance fees if so levied by the State of
                             Washington, directly to the State.

 D.6      REDUCTION IN CHARGES, LIQUIDATED DAMAGES:

          D.6.1    15 hours of System Downtime per Calendar Month. In the event
                   that System Downtime exceeds 15 hours in any calendar month,
                   excluding the first two years of operation after acceptance,
                   as defined in PARAGRAPH D.3, the Basic Monthly Charge for
                   said month shall be reduced by ten (10) percent for each
                   additional seven (7) hours or fraction thereof of system
                   downtime up to one hundred percent. The first two years of
                   the

<PAGE>

First Amendment - Purchase and License Agreement
LESA - ImageWare CCS Contract page 45

                   Agreement will be governed by PARAGRAPH D.6.2(ii). "System
                   Downtime" is defined as that period of time during which any
                   malfunction in the system which prevents, or materially
                   interferes with the accomplishment of any or all the System's
                   intended functions in accordance with software specification
                   or functions set forth in EXHIBIT A.II of the Agreement,
                   (except as noted in paragraph 11 of the Agreement) or of the
                   tasks of processing (data and image capture, storage,
                   searching, photo lineup) mug photo images from the time the
                   Seller has been properly notified of such failure and after
                   completion of the diagnostic checklist and procedures
                   recommended by Seller. System downtime shall not include the
                   time that the System is inoperable due to (i) Scheduled
                   Preventative Maintenance, (ii) equipment cables, wires,
                   programs or other items, not supplied by Seller, which are
                   not rendered inoperable by the System provided by the Seller,
                   (iii) any event described in PARAGRAPH 23.G (FORCE MAJEURE)
                   of the Agreement, (iv) Buyer's negligence or knowing misuse
                   of the of the System, equipment, cables, wires, programs, or
                   other items, or any other act or omission of Buyer or any
                   third party (other than a prospective customer of Seller for
                   which Seller is responsible under any other provisions of
                   this Agreement) or (v) any travel time, and system and
                   problem analysis time of up to one (1) hour for software
                   support or four (4) hours for hardware support beginning when
                   Seller has received notification of each separate and
                   unrelated problem as distinguished from a re-occurring
                   problem within a 24-hour period.

          D.6.2    180 HOURS OF SYSTEM DOWNTIME IN 3 CALENDAR MONTHS. In the
                   event that the System Downtime, as defined in paragraph D.6.1
                   exceed 180 hours within a period of 3 consecutive calendar
                   months after Acceptance, the Buyer shall be entitle to (i)
                   suspend payment of the maintenance monies due to Seller, and
                   to (ii) payment of liquidated damages of $750 per day until
                   30 days of continuous availability at the contracted level of
                   occurs, less 30 days.

 D.7      TERMINATION.

          In the event that an arbitration award for either party's default
          under the Maintenance Agreement shall remain unsatisfied, for more
          than thirty (30) days after the award or any judgment thereon shall
          become final, the other party shall be entitled to terminate this
          Maintenance Agreement, and recover amounts due under the Maintenance
          Agreement, provided that the party has given written notice thereof to
          the other of its intent to do so not less than thirty (30) days prior
          to the specified date upon which the termination shall become
          effective.

<PAGE>

First Amendment - Purchase and License Agreement
LESA - ImageWare CCS Contract page 46

D.8       MISCELLANEOUS OBLIGATIONS OF BUYER:

          Buyer shall comply with the following additional obligations:

          D.8.1    PRUDENT OPERATION. Buyer shall operate the System in a sound
                   and prudent manner, in accordance with the operation manuals
                   prepared by Seller and any other rules reasonably promulgated
                   by Seller from time to time, provided, however, that such
                   rules do not unduly interfere with the Buyer's use of the
                   System or appreciably increase Buyer's operating costs with
                   respect hereto.

          D.8.2    NOTIFICATION. Buyer shall promptly notify Seller of any
                   System Failures or any other malfunctions, problems or
                   defects in the system.

          D.8.3    FREE ACCESS. Buyer shall allow Seller full and free
                   access to the System at all times necessary for the
                   performance of Preventive Maintenance and Remedial
                   Maintenance, and shall ensure that the System Site can be
                   connected at all times through the server to assist with the
                   diagnostic assessment of the System Site equipment and
                   software.

          D.8.4    USE OF EQUIPMENT. Buyer shall allow Seller to use such
                   machines, communication facilities and other equipment, at no
                   charge to Seller, as are reasonably necessary in order to
                   perform the services hereunder, provided, however, that all
                   toll calls are the responsibility of Seller.

D.9       DOCUMENTATION, MODIFICATIONS, AND RELOCATION.

          D.9.1    DOCUMENTATION. Throughout the duration of this Agreement,
                   Seller will provide the Buyer, at no cost to Buyer, any and
                   all updates to the documentation that Seller generally
                   provides to its Buyers with respect to the System, within
                   thirty (30) days of Buyer's request for same. Except as
                   otherwise provided in this Agreement, the foregoing
                   obligation does not extend to any improvements in Seller's
                   software or hardware that do not significantly alter the
                   general operation of the System.

          D.9.2    MODIFICATIONS. Any modifications of the System, which are
                   requested by Buyer, may be treated as Extra Services. No
                   modifications to correct malfunctions improve proficiency,
                   met SAT requirements, or updates provided by the Seller will
                   be considered Extra Service.

<PAGE>

First Amendment - Purchase and License Agreement
LESA - ImageWare CCS Contract page 47

          D.9.3    RELOCATION OF EQUIPMENT. Buyer shall give Seller fifteen (15)
                   days prior written notice of the relocation of the System
                   from its current site location. Upon request, Seller may
                   inspect the proposed new location of the System to generally
                   assess whether the environment is suitable. The relocation of
                   any Workstation shall be done by Seller's representative and
                   at Buyer's expense.

<PAGE>

First Amendment - Purchase and License Agreement
LESA - ImageWare CCS Contract page 48

                                    EXHIBIT E

                              INSTALLATION SCHEDULE

                    FORCEFLELD UPGRADE INSTALLATION TIME LINE

ImageWare see the ForceField upgrade taking place in the following manner:

1.        System Configuration Review

2.        NT Configuration Plan

3.        Existing Hardware Audit

4.        Install LESA Capture Station

S.        Back up of current server

6.        Server Installation: No downtime
          The server will be installed at the same time as the capture stations
          are upgraded.

7.        Test Interface to DTM

8.        Upgrade each capture system. 1 day per station
          After the upgrade, the capture station will be able to capture data in
          standalone mode. Once the new server is on line, images and data will
          be forwarded to the new server.

9.        Server Configuration: 3 days
          A data conversion will take place and the server will be down for
          approximately 3 days. During this time the new capture stations will
          continue in stand alone mode and data will be forwarded to new server
          once it is on line. (Display stations will be down at this time.)

<PAGE>

First Amendment - Purchase and License Agreement
LESA - ImageWare CCS Contract page 49

FORWARD DATA:
All data captured in stand-alone mode will be forwarded to the new NT server.

DISPLAY STATION UPGRADE: 2 hours per station
Display stations will be upgraded after the server is on line. (There is a
          possibility we will upgrade display stations during the server data
          conversion if time permits.) Once all display stations are upgraded,
          they will go on-line.

 ImageWarewill make every effort to minimize the time the system is not
          operational, however, please be aware the agency will incur some
          downtime. ImageWare is open to working with the agency to determine
          three consecutive days which are the least busy.

<PAGE>

David Cotton - Pierce Tacoma Upgrade New.xls                                Page

                             EXHIBIT F PRICE SHEET

<TABLE>
<CAPTION>


DESCRIPTION                                                                                  QTY           UNIT          EXT
<S>                                                                                           <C>      <C>           <C>

IBM Netfinity 5500 Pentium III 500MHz/512KB L2, 128MB ECC(R), OPEN,32X,PCI/ISA                1         $6,834.00      $6,834.00
   (Std) 10/100 PCI Ethernet
   (Std) 2-Drop 16-bit SCSI Internal Cable
   (Std) 32X Max IDE CD-ROM Drive
   (Std) 500/100 MHz Pentium III Processor with 512KB ECC L2 Cache
   (Std) IBM 1.44MB 3.5-inch Diskette Drive
   (Std) IBM 104-key Keyboard (Stealth Grey)
   (Std) IBM Netfinity 128MB SDRAM ECC RDIMM
   (Std) Integrated IDE Controller
   (Std) Integrated PCI Ultra SCSI RAID Controller - dual channel
   (Std) Mouse Stealth Grey
   (Std) Netfinity 400W Hot-Swap Power Supply
   (Std) Netfinity NetBAY3
   (Std) Processor Complex Card
   (Std) S3 Trio64V2 Graphics - 1MB SGRAM
   (Std) Systems Management Processor
IBM Netfinity 400W Hot-Swap Redundant Power Supply II                                         1           $720.00        $720.00
IBM Netfinity 256MB SDRAM ECC RDIMM                                                           2         $1,140.00      $2,280.00
18 2GB 10K Wide Ultra SCSI SCA-2 Hot Swap HDD                                                 5         $1,020.00      $5,100.00
IBM Netfinity 500MHz/512KB Upgrade with Pentium III Processor                                 1         $1,860.00      $1,860.00
ISA 56K/33 6KBPS Plug and Play Data/Fax Modem                                                 1           $126.00        $126.00
G74 - 17(15.9)in. Color Monitor, 69 KHz, Stealth Grey                                         1           $423.60        $423.60
Smart-UPS 1400 17 Min Runame                                                                  1           $705.60        $705.60
                                                                                 SUBTOTAL

CAPTURE STATION HARDWARE
IBM PC 300 PL 6862 (4X4) 2
  PC 300PL Pentium II 400MHz MMX/512KB, 64MB, 6.4GB, 4MB, 32X, 16bit Audio, Win98, PCVISA     5         $1,758.00      $8,790.00
   (Std) IBM 6.4GB EIDE Hard Drive
   (Std) 10/100 PCI Ethernet WOL
   (Std) 16-bit ISA Crystal Audio Integrated
   (Std) 400/100MHz MMX Pentium II Processor with 512KB Pipeline B
   (Std) 4MB Integrated SGRAM Video Memory
   (Std) 64MB 60ns NP SDRAM DIMM
   (Std) CD-ROM Drive Internal 32X Max (Variable Speed)
   (Std) IBM 1.44MB 3.5 inch Diskette Drive
   (Std) IBM 104-key Rubber Dome Keyboard
   (Std) Integrated IDE Controller
   (Std) S3 Trio3D AGP Graphics Integrated
  P72 - 17(16)in. UV-NH Color Monitor, 85KHz, Pearl White                                     5           $561.60      $2,808.00
                                                                                 SUBTOTAL

CAMERA SUB-SYSTEMS
Hitachi HV-C20 Camera, NIST standards (3 chip)                                                5         $4,342.80     $21,714.00
Cosmicar/Pentax H15ZME Zoom Lens                                                              5         $1,341.60      $6,708.00
3 point Lighting System                                                                       5         $1,194.00      $5,970.00
Pan and Tilt Camera mount                                                                     5         $1,440.00      $7,200.00
Reflective Pedestal                                                                           5           $822.00      $4,110.00
Cable bundle                                                                                  5           $180.00        $900.00
NIST compliance Capture software                                                              5         $1,500.00      $7,500.00
Capture Card MVPro                                                                            5           $804.00      $4,020.00
                                                                                 SUBTOTAL

INVESTIGATIVE STATION HARDWARE
IBM PC 300PL 6862 (4X4) 2
  PC 300PL Pentium II 400MHz MMX/512KB, 64MB, 6.4GB, 4MB, 32X, 16bit Audio, Win98,PCVISA      4         $1,758.00      $7,032.00
   (Std) IBM 6.4GB EIDE Hard Drive
   (Std) 10/100 PCI Internet WOL
   (Std) 16-bit ISA Crystal Audio Integrated
   (Std) 400/100MHz MMX Pentium II Processor with 512 KB Pipeline B
   (Std) 4MB Integrated SGRAM Video Memory
   (Std) 64MB 60ns NP SDRAM DIMM
   (Std) CD-ROM Drive Internal 32x Max (Variable Speed)
   (Std) IBM 1.44MB 3.5-inch Cassette Drive
   (Std) IBM 104-key Rubber Dome Keyboard
   (Std) Integrated IDE Controller
   (Std) S3 Trio3D AGP Graphics Integrated
P72 - 17(16)in. UV-NH Color Monitor, 85KHz, Pearl White                                       4           $561.60      $2,246.40
                                                                                 SUBTOTAL

SOFTWARE
CCS Investigative Display Software (Full)                                                     4         $6,750.00     $27,000.00
CCS Capture Station Software                                                                  5        $10,000.00     $50,000.00
Investigative Mugbook                                                                        50           $500.00     $25,000.00
                                                                                 SUBTOTAL

PRINTERS
Mitsubishi CP 700                                                                             6         $3,900.00     $23,400.00
HP Laserjet B&W, 400CTN, 17PPM, 1200DPI                                                       9         $2,284.50     $20,560.50
                                                                                 SUBTOTAL

SCANNERS
Epson 636 Executive Scanner w/ SCSI card                                                      2           $846.45      $1,692.90
                                                                                 SUBTOTAL

SUBTOTAL HARDWARE AND SOFTWARE

SERVICES and LICENSES
Project Management                                                                            2           $900.00      $1,800.00
Conversion of Record from ForceField                                                       500,000          $0.20    $100,000.00
                                                                                 SUBTOTAL

SUBTOTAL PROJECT

FORCEFIELD UPGRADE DISCOUNT
SUBTOTAL AFTER DISCOUNT

Shipping/Handling/Installation/Training
TOTAL PROJECT

Maintenance Year 1

Quote does not include conversion of any documents.

<CAPTION>
                                                                                                                         Price
DESCRIPTION                                                                                    TOTAL   DISCOUNT %    after Discount
<S>                                                                                            <C>      <C>          <C>
                                                                                                                           $0.00
IBM Netfinity 5500 Pentium III 500MHz/512KB L2, 128MB ECC(R), OPEN,32X,PCI/ISA                                         $6,834.00
   (Std) 10/100 PCI Ethernet
   (Std) 2-Drop 16-bit SCSI Internal Cable
   (Std) 32X Max IDE CD-ROM Drive
   (Std) 500/100 MHz Pentium III Processor wiht 512KB ECC L2 Cache
   (Std) IBM 1.44MB 3.5-inch Diskette Drive
   (Std) IBM 104-key Keyboard (Stealth Grey)
   (Std) IBM Netfinity 128MB SDRAM ECC RDIMM
   (Std) Integrated IDE Controller
   (Std) Integrated PCI Ultra SCSI RAID Controller - dual channel
   (Std) Mouse Stealth Grey
   (Std) Netfinity 400W Hot-Swap Power Supply
   (Std) Netfinity NetBAY3
   (Std) Processor Complex Card
   (Std) S3 Trio64 V2 Graphics - 1MB SGRAM
   (Std) Systems Management Processor
IBM Netfinity 400W Hot-Swap Redundant Power Supply II                                                                    $720.00
IBM Netfinity 256MB SDRAM ECC RDIMM                                                                                    $2,280.00
18 2GB 10K Wide Ultra SCSI SCA-2 Hot Swap HDD                                                                          $5,100.00
IBM Netfinity 500MHz/512KB Upgrade with Pentium III Processor                                                          $1,860.00
ISA 56K/33 6KBPS Plug and Play Data/Fax Modem                                                                            $126.00
G74 - 17(15.9)in. Color Monitor 69 KHz, Stealth Grey                                                                     $423.60
Smart-UPS 1400 17 Min Runame                                                                                             $705.60
                                                                                 SUBTOTAL    $18,049.20

CAPTURE STATION HARDWARE
IBM PC 300 PL 6862 (4X4) 2
  PC 300PL Pentium II 400MHz MMX/512KB, 64MB, 6.4GB, 4MB, 32X, 16bit Audio, Win98, PCVISA                   80%        $1,758.00
   (Std) IBM 6.4GB EIDE Hard Drive
   (Std) 10/100 PCI Ethernet WOL
   (Std) 16-bit ISA Crystal Audio Integrated
   (Std) 400/100MHz MMX Pentium II Processor with 512KB Pipeline B
   (Std) 4MB Integrated SGRAM Video Memory
   (Std) 64MB 60ns NP SDRAM DIMM
   (Std) CD-ROM Drive Internal 32X Max (Variable Speed)
   (Std) IBM 1.44MB 3.5 inch Diskette Drive
   (Std) IBM 104-key Rubber Dome Keyboard
   (Std) Integrated IDE Controller
   (Std) S3 Trio3D AGP Graphics Integrated
  P72 - 17(16)in. UV-NH Color Monitor, 85KHz, Pearl White                                                              $2,808.00
                                                                                 SUBTOTAL    $11,598.00

CAMERA SUB-SYSTEMS
Hitachi HV-C20 Camera, NIST standards (3 chip)                                                             100%            $0.00
Cosmicar/Pentax H15ZME Zoom Lens                                                                           100%            $0.00
3 point Lighting System                                                                                    100%            $0.00
Pan and Tilt Camera mount                                                                                  100%            $0.00
Reflective Pedestal                                                                                        100%            $0.00
Cable bundle                                                                                                             $900.00
NIST compliance sapture software                                                                           100%            $0.00
Capture Card MVPro                                                                                         100%            $0.00
                                                                                 SUBTOTAL    $58,122.00

INVESTIGATIVE STATION HARDWARE
IBM PC 300PL 6862 (4X4) 2
  PC 300PL Pentium II 400MHz MMX/512KB, 64MB, 6.4GB, 4MB, 32X, 16bit Audio, Win98,PCVISA                    50%        $3,516.00
   (Std) IBM 6.4GB EIDE Hard Drive
   (Std) 10/100 PCI Internet WOL
   (Std) 16-bit ISA Crystal Audio Integrated
   (Std) 400/100MHz MMX Pentium II Processor with 512 KB Pipeline B
   (Std) 4MB Integrated SGRAM Video Memory
   (Std) 64MB 60ns NP SDRAM DIMM
   (Std) CD-ROM Drive Internet 32x Max (Variable Speed)
   (Std) IBM 1.44MB 3.5 inch Cassette Drive
   (Std) IBM 104-key Rubber Dome Keyboard
   (Std) Integrated IDE Controller
   (Std) S3 Trio3D AGP Graphics Integrated
P72 - 17(16)in. UV-NH Color Monitor, 65KHz, Pearl White                                                                $2,246.40
                                                                                 SUBTOTAL     $9,278.40

SOFTWARE
CCS Investigative Display Software (Full)                                                                   50%       $13,500.00
CCS Capture Station Software                                                                                50%       $25,000.00
Investigative Mugbook                                                                                      100%            $0.00
                                                                                 SUBTOTAL   $102,000.00

PRINTERS
Mitsubishi CP 700                                                                                                     $23,400.00
HP Lasernet B&W 400CTN, 17PPM, 1200DPI                                                                                $20,560.50
                                                                                 SUBTOTAL    $43,960.50

SCANNERS
Epson 636 Executive Scanner w. SCSI card                                                                               $1,692.90
                                                                                 SUBTOTAL     $1,692.90

SUBTOTAL HARDWARE AND SOFTWARE                                                              $244,701.00              $113,431.00

SERVICES and LICENSES
Project Management                                                                                                     $1,800.00
Conversion of Record from Forcefield                                                                       100%            $0.00
                                                                                 SUBTOTAL   $101,800.00

SUBTOTAL PROJECT                                                                            $346,501.00              $115,231.00

FORCEFIELD UPGRADE DISCOUNT                                                                 $231,270.00
SUBTOTAL AFTER DISCOUNT                                                                     $115,231.00

Shipping Handling Installation Training                                                      $13,827.72
TOTAL PROJECT                                                                               $129,058.72

Maintenance Year 1                                                                           $44,046.18

Quote does not include conversion of any documents.
</TABLE>

<PAGE>

                        FIRST AMENDMENT -- PURCHASE AND
                               LICENSE AGREEMENT

                                    BETWEEN

                              THE LAW ENFORCEMENT
                                 SUPPORT AGENCY

                                      AND

                               IMAGEWARE SOFTWARE
                                  INCORPORATED

                                 April 23, 1999