Services Agreement - Takenaka & Co. LLC and ImageWare Software Inc.
[LOGO]TAKENAKA & COMPANY LLC INVESTMENT BANKING & CONSULTING ------------------------------- GLOBAL HEADQUARTERS: HOME SAVINGS OF AMERICA TOWER 660 South Figueroa Street Suite 1600 Los Angeles, California 90017 Telephone: (213) 891-0060 FAX: (213) 891-0168 E-mail: email@example.com November 3, 1999 Mr. Jim Miller Chairman and CEO ImageWare Software 10883 Thornmint Road San Diego, CA 92127 Dear Mr. Miller: In connection with the loan transaction between ImageWare Software ("the Company") and Atlus Co. Ltd. ("Atlus"), you have requested that Takenaka & Company LLC ("Takenaka") assist the Company in keeping Atlus informed on a timely basis of events/and or transactions occurring that would be of interest to Atlus. Takenaka's role would be to observe and report to Atlus on all matters that Takenaka, in its sole discretion, deems to be informative. All information communicated will be discussed with you or your designee, and you will also be copied on any documents transmitted to Atlus. It is anticipated by all parties concerned that this will enhance Atlus' understanding of the Company and its strategy and action plan. Takenaka will bill the Company for its professional services based on standard billing rates for the individuals involved, plus reimbursement for out of pocket expenses. Such expenses shall include among other items: air and ground transportation, telephone, telefax, photocopying, printing, overtime expenses including meals, materials and supplies. In addition, Takenaka charges an administrative fee of $15 per professional hour to cover administrative support. Takenaka will bill the Company for professional fees upon closing of the intended initial public offering. Reimbursement for out of pocket expenses will be billed as incurred. **************** 1 <PAGE> [LOGO]TAKENAKA & COMPANY LLC We look forward to working with you on this important assignment. Very truly yours, /s/ Alvin D. Kang Alvin D. Kang Executive Vice President Takenaka & Company LLC Agreed to and Accepted by: /s/ S. James Miller, Jr. -------------------------- Name and Title Nov. 8, 1999 -------------------------- Date 2