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Agreement - ImageWare Software Inc. and Kitsap County

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COUNTY CONTRACT NO. 308-99

AGREEMENT

FOR

KITSAP COUNTY

AND

IMAGEWARE SOFTWARE INCORPORATED

AGREEMENT
This is an agreement between ImageWare Software Incorporated (IWS), 10883
Thornmint Road, San Diego , California 92127 and the KITSAP COUNTY, 614
Division Street, Port Orchard, Washington, 98366 (COUNTY) to provide
COUNTY with IWS's Crime Capture System(CCS). This agreement (AGREEMENT)
sets out responsibilities and obligations for both parties relating to:

(1) The sale of computer hardware and related equipment.
(2) License of computer software.
(3) Installation of the computers, equipment and software at your site(s).
(4) Training of your personnel on the use of the SYSTEM.

Specifically, we agree to the following:

SCHEDULE A
SPECIFIC TERMS AND CONDITIONS

1. PURCHASE OF SYSTEM HARDWARE AND EQUIPMENT
(a) PURCHASE
IWS agrees to sell to COUNTY and COUNTY agrees to buy from IWS, subject to
the terms of this AGREEMENT, the computer hardware and related equipment
listed in the IWS Proposal, Exhibit-A of this AGREEMENT (SYSTEM HARDWARE).
The SYSTEM HARDWARE will be minimally configured as described in the IWS
Proposal, Exhibit-A and will include operation and maintenance manuals (if
any) provided by the manufacturer.

(b)
IWS independently and not as an agent of the COUNTY, shall provide all
necessary computer software, documentation, training and services, (except
that which is agreed to be supplied by the COUNTY) for COUNTY'S system as
summarized in the "ImageWare Software Kitsap County Sheriff's Office
Digital Mug System" attached

<PAGE>

hereto as Exhibit A. The negotiated Pricing Summary reflects agreements
and adjustments made during negotiations between the parties. Any changes
to the scope of work must be agreed to in writing, by both Parties, before
IWS commences any work on such changes.

(c)
IWS represents and assures COUNTY that the CCS described herein supports
either Windows 95 or Windows NT-Client and furthermore, that there can be
a mix of micro-computers with some running Windows 95 and others running
Windows NT-Client.

(d)
IWS represents and assures COUNTY that the CCS described herein will be
available on an Oracle database management system. Also, as stated in
Section 1 (c) above, the CCS on the Oracle database management system will
support either Windows 95 or Windows NT-Client and furthermore, that there
can be a mix or micro-computers with some running Windows 95 and others
running Windows NT-Client.

2. SYSTEM SOFTWARE LICENSE
(a) GRANT OF LICENSE
IWS grants to COUNTY, subject to the terms of this AGREEMENT, a
nonexclusive and nontransferable license to use the software listed in the
IWS Proposal, Exhibit-A to this AGREEMENT (SYSTEM SOFTWARE). Software
means computer programs in object code format only, (or, if an interpreted
language, the source code itself but to be used on a runtime only basis),
together with any manuals.

(1) IWS agrees to permit COUNTY to purchase additional concurrent
licenses of Crimes Capture System at $10,000.00 each for capture and
$ 6,750.00 each for viewing station for a period of one year after
the date of cut over.

(2) IWS agrees to permit COUNTY to purchase additional concurrent
licenses of Suspect ID at $ 5,000.00 each for a period of one year
after the date of cut over.

(3) IWS agrees to permit COUNTY to purchase additional concurrent
licenses of Crime Lab at $600.00 each for a period of one year after
the date of cut over.

(4) IWS agrees to permit COUNTY to purchase additional concurrent
licenses of Vehicle ID at $1,500.00 each for a period of one year
after the date of cut over.

(b) RESTRICTIONS ON USE
COUNTY agrees to use the SYSTEM SOFTWARE only for its own business and may
not sell or resell any of the SYSTEM SOFTWARE or any rights to use the
SYSTEM SOFTWARE.

COUNTY/IWS Agreement, Page 2
<PAGE>

(c) MODIFICATIONS; REVERSE ENGINEERING
COUNTY agrees that only IWS has the right to alter, enhance or otherwise
modify the SYSTEM SOFTWARE. COUNTY agrees not to disassemble, decompile or
reverse engineer the SYSTEM SOFTWARE or to allow another party to do so.

(d) PROPRIETARY RIGHTS
COUNTY acknowledges that IWS retains all title to the SYSTEM SOFTWARE.
COUNTY is neither the owner of the SYSTEM SOFTWARE nor any copies thereof,
but is licensed (pursuant to this AGREEMENT) to utilize the SYSTEM
SOFTWARE for the purpose of maintaining a Booking & Suspect Identification
System.

3. INSTALLATION OF THE SYSTEM
(a) INSTALLATION RESPONSIBILITY -- COUNTY
(1) COUNTY is responsible for the purchase and delivery of the computer
server, two (2) capture and two (2) viewing stations.
(2) COUNTY is responsible, for providing access to, and preparation of, the
installation site(s) as described in the Installation Procedures set forth
in Exhibit-B of this AGREEMENT. COUNTY also agrees to complete these
preparations at least five (5) days prior to the date installation of the
SYSTEM commences and confirm that all site(s) are ready for installation
to IWS.
(3) Any and all internal electrical work required as part of the
installation (new circuits, switches, etc.) will be the responsibility of
COUNTY. It is COUNTY'S responsibility to ensure that all electrical work
meets any and all applicable building and safety codes.

(b) INSTALLATION RESPONSIBILITY -- IWS
(1) IWS will be responsible for the delivery and installation of the SYSTEM,
imaging equipment (camera, remote pan & tilt, etc.), printers, and
miscellaneous hardware and all software. The installation will be in
accordance with Exhibit-B of this AGREEMENT.
(2) Installation will commence in accordance with the Project Schedule,
Exhibit-C, as further specified in Exhibit-J hereto.
(3) Installation of the SYSTEM HARDWARE is completed when the hardware is
functioning in accordance with the manufacturer's specifications.
Installation of the SYSTEM is complete when IWS completes functional
hardware and software testing and states in writing to COUNTY that the
SYSTEM has been successfully installed.

(c) IWS EMPLOYEE BACKGROUND INFORMATION
If COUNTY so requires, IWS will submit biographical and fingerprint
information for each person who will be engaged in performing any part of
the installation. The biographical and fingerprint information will be
sufficient to allow COUNTY to perform security background checks on all
such persons. IWS agrees to bar any person identified by COUNTY as a
security risk from COUNTY'S offices.

4. TRAINING
The training of COUNTY personnel shall be the responsibility of IWS and
shall include the training program presented in the Crime Capture System
Training Outline, Exhibit D. COUNTY shall be responsible for identifying
personnel requiring training and ensuring that

COUNTY/IWS Agreement, Page 3
<PAGE>

they are available for scheduled training. Training shall take place on
dates mutually agreed upon by IWS and COUNTY. The training schedule
presented in the Crime Capture System Training Outline, Exhibit D, may be
revised only upon written request by COUNTY and acceptance of that request
by IWS. All training provided directly by IWS shall be conducted on a
functional training system located at COUNTY'S site(s). All training
activities may be video taped at COUNTY'S expense for future in-house
training. Such video tapes shall not be sold, loaned or made available for
use to other than COUNTY'S staff and shall be used for training of
COUNTY'S staff only.
All IWS personnel costs related to the provision of training services
for COUNTY training staff for the training days specified in Crime
Capture System Training Outline, Exhibit D are included in the purchase
price of the SYSTEM in the IWS Proposal, Exhibit A. COUNTY expenses
include, but are not limited to, the provision of adequate classroom
space, training workstation and network equipment, the provision of
sufficient copies of printed materials and for video taping of training
events.
IWS training shall be sufficient to allow COUNTY to meet its
obligations and responsibilities with respect to operation and
maintenance under COUNTY'S obligations and responsibilities for
maintenance support as defined within the Hardware and Software
Maintenance Agreement, Exhibit G. IWS shall not be responsible to
provide training days in excess of those specified in Crime Capture
System Training Outline, Exhibit D, if COUNTY'S users fail to achieve
competence due to absence, turnover, failure to complete adequate
preparation and practice exercises, or due to demonstrably deficient
native ability or qualifications. COUNTY may request more training days
paying the IWS training on-going rate.
IWS shall develop and provide, in both electronic and printed format,
procedural manuals containing all procedures, methods, documentation
requirements, and techniques necessary for the successful use and
operation of the SYSTEM. IWS agrees that COUNTY may reproduce this
material for its internal use on an unlimited basis.

5. ACCEPTANCE BY COUNTY
(a) ACCEPTANCE TESTING
After installation of the SYSTEM is complete, COUNTY'S operational
personnel have been trained, and COUNTY'S REPRESENTATIVE agrees that the
SYSTEM is functioning reliably, COUNTY will immediately commence a period
of acceptance testing.

(b) ACCEPTANCE
COUNTY agrees to accept the SYSTEM after the SYSTEM has functioned
reliably for thirty (30) consecutive days of acceptance testing.

The system acceptance testing period will be considered successful if the
requirements defined in the System Acceptance Testing, Exhibit-E, are
satisfied.

Formal sign-off of acceptance of the system will take place immediately
after the successful completion of the system acceptance period.

If, upon completion of the test period, the system and/or sub-system fails
to satisfy the COUNTY operating criteria as defined by the documentation
and specifications,

COUNTY/IWS Agreement, Page 4
<PAGE>

IWS agrees to immediately work with the COUNTY to resolve said problems,
as documented by COUNTY, to provide functioning mug shot systems. A new
acceptance period of 30 days shall then be established to allow for system
testing after which the COUNTY shall provide IWS with written approval if
accepted. Should the second acceptance period a functioning application
system IWS will perform continuous acceptance testing periods, but shall
not exceed six (6) 30 day periods without written approval from the
COUNTY. The COUNTY's Sole Determiner reserves the right to terminate the
AGREEMENT with IWS should the COUNTY DEEM further acceptance testing
periods beyond the agreed term as unacceptable.

6. COUNTY MODIFICATION OF EQUIPMENT
COUNTY may connect equipment manufactured or supplied by other companies
to the SYSTEM, including peripheral equipment, computers, communications
equipment, and terminal devices, provided however, that IWS will not be
held responsible for any damage and/or downtime that may occur. COUNTY
agrees to give thirty days notice to IWS of the specific equipment to be
connected to the SYSTEM. Within 20 days of receiving such notice, IWS
will notify COUNTY whether such equipment is likely to interfere with
IWS's ability to perform maintenance.

7. PRICE AND PAYMENT TERMS
The total price for the SYSTEM is not to exceed $97,830.17 as set forth in
Exhibit-A. Payment shall be according to the following schedule and be
made within 30 days of receipt of IWS's invoice and notice of the listed
event:

<TABLE>
<CAPTION>
EVENT PERCENTAGE DUE
----- --------------
<S> <C>
Signing of this Agreement by COUNTY 30%
Installation of System and training completed 30%
Acceptance by COUNTY 40%
</TABLE>

8. WARRANTIES
(a) HARDWARE
IWS warrants that all major components of the SYSTEM HARDWARE are new at
the time of installation and will operate in conformity with its
documentation provided by IWS for a period of three (3) months after
installation. In the event the SYSTEM HARDWARE fails during this period,
IWS, at its sole option, will repair, modify or replace the failed
component(s) in a timely manner at no additional cost to COUNTY.

(b) SOFTWARE
IWS warrants that the Software will operate in conformity with its
documentation. In the event of any non-conformity for a period of three
(3) months after installation, IWS will use all commercially reasonable
efforts to correct the problem by modification, enhancement or other
repair so that the Software conforms to its documentation.

COUNTY/IWS Agreement, Page 5
<PAGE>

IWS warrants that any Software Product furnished by IWS pursuant to this
Agreement shall support a four-digit year format and be able to accurately
process date and tie data from, into, and between the twentieth and
twenty-first centuries, and the years 1999 and 2000, as well as leap year
calculations. For purposes of this section, "Software Product" shall
include, without limitation, any piece or component of equipment,
hardware, firmware, middleware, custom or commercial software, or internal
components of subroutines therein together with update, upgrades and
enhancements on same. This warranty shall survive termination or
expiration of this Agreement.

In the event of any decrease in Software Product functionality or accuracy
related to time and/or date related codes and/or internal subroutines that
impede the Software Product from operating correctly using dates beyond
December 31, 1999, IWS shall restore or repair the Software Product to the
same level of functionality as warranted herein, so as to minimize
interruption to COUNTY'S ongoing business processes, time being of the
essence. In the event that such warranty compliance requires the
acquisition of additional programs, the expense for any such associated or
additional acquisitions that may be required, including without
limitations, data conversion tools shall be borne exclusively by IWS.

Nothing in this warranty shall be construed to limit any rights or
remedies the COUNTY may otherwise have under this AGREEMENT with respect
to defects other than the Year 2000 performance. IWS shall obtain the same
assurances from all other suppliers whose products IWS relies upon for
operation of IWS's software and shall furnish them to COUNTY upon request.

IWS warrants that the SYSTEM is "Millennium Compliant". For the purpose of
this warranty a "Millennium Compliant" product is such that accurately
processes date data (including, but not limited to: calculating, comparing
and sequencing dates), from, into and between the twentieth and
twenty-first centuries, the years 1999 and 2000, and leap year
calculations, when used in accordance with its product documentation, and
provided that all other products used in combination with the product
properly exchange data with it.

(c) DISCLAIMER
EXCEPT FOR THESE EXPRESSED LIMITED WARRANTIES, IWS MAKES NO WARRANTIES,
EXPRESS, IMPLIED, STATUTORY OR IN ANY COMMUNICATION WITH COUNTY, AND IWS
EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE.

9. PRODUCT AND CUSTOMER SUPPORT
IWS will provide COUNTY with diagnostic software and manuals necessary to
operate and maintain the SYSTEM, including schematics, diagnostic and
maintenance manuals as provided by the manufacturer. During the warranty
period IWS will support the System without any cost to the Entity. After
the warranty period, IWS agrees to offer maintenance, customer and product
support for the SYSTEM for at least five years after installation subject
to COUNTY entering into an IWS Maintenance Agreement during that five
years. IWS will provide a copy of its current Maintenance Agreement to
COUNTY. Any such Maintenance Agreement is

COUNTY/IWS Agreement, Page 6
<PAGE>

optional for COUNTY and requires COUNTY to pay an additional fee. IWS
reserves the right to modify the terms and fees of its standard
Maintenance Agreement at any time.

10. LIMITATION OF LIABILITY
(a) MAXIMUM LIABILITY
UNDER NO CIRCUMSTANCES SHALL IWS'S LIABILITY TO COUNTY EXCEED THE AMOUNTS
PAID BY COUNTY TO IWS UNDER THIS AGREEMENT.

(b) LIMITATION
IN NO EVENT WILL IWS HAVE ANY LIABILITY FOR ANY SPECIAL, INDIRECT OR
CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST
PROFITS, LOSS OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES, ARISING UNDER ANY CAUSE OF ACTION, INCLUDING CONTRACT, WARRANTY,
STRICT LIABILITY OR TORT, WHETHER OR NOT IWS HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING
THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

11. TERMINATION; BREACH
(a) TERMINATION
Either party may terminate this AGREEMENT upon a breach by the other party
which is not cured in a timely manner as provided for in sub-section (b)
below. Otherwise, this AGREEMENT will terminate upon both parties'
fulfilling all of their obligations under it.

(b) BREACH
In the event of any material breach of this AGREEMENT by either party, the
aggrieved party must give written notice thereof, including a reasonably
detailed statement of the nature of such breach, to the breaching party.
The breaching party has thirty (30) days to cure such breach. In the case
of a breach that cannot reasonably be cured within 30 days, the breaching
party will provide a written estimate of the time needed to cure such
breach, will commence to cure such breach within thirty (30) days of
notice from the aggrieved party, and will diligently continue to cure such
breach to completion. If the breaching party fails to cure, to commence
cure, or diligently prosecute such cure to completion, the aggrieved party
shall be entitled to suspend its performance under this AGREEMENT for as
long as the breach remains uncorrected, and avail itself the remedies
provided by this AGREEMENT.

12. DISPUTES; BINDING ARBITRATION; ATTORNEYS' FEES
(a) DISPUTES
In the event that any dispute or controversy arises between IWS and
COUNTY, IWS and COUNTY agree to first attempt to resolve the matter
through discussions between them directly.

13. TECHNICAL AND CONTRACTUAL REPRESENTATIVES
The following authorized representatives are hereby designated for this
AGREEMENT:

COUNTY/IWS Agreement, Page 7
<PAGE>

IWS CORPORATION PURCHASING ENTITY
--------------- -----------------
<S> <C>
Contractual: Carmen Errejon, Contracts Administrator Contractual: Dick Harty, Application Services Manager
Phone: (619) 673-8600 Phone: (360) 337-4407
FAX: (619) 673-1770 FAX: (360) 337-4638
Technical: Technical: Julie Lingenfelter, Programmer Analyst
Phone: Phone: (360) 337-5750
FAX: FAX: (360) 337-4638
</TABLE>

Any notice, request, document or other communication submitted by either
party to the other party under this AGREEMENT shall be in writing or
through a wire or electronic medium which produces a tangible record of
the transmission, such as telegram, cable or facsimile, and will be deemed
duly given or sent when delivered to the appropriate Contractual
Representative listed above at the following address:

IMAGEWARE SOFTWARE, INC. KITSAP COUNTY
------------------------ -------------
<S> <C>
10883 Thornmint 614 Division Street (MS-21)
San Diego, CA 92127 Port Orchard, Washington 98366
</TABLE>

14. MISCELLANEOUS TERMS
(a) COUNTY CONFIDENTIAL INFORMATION; PUBLICITY
IWS will not publish or otherwise disclose any information or data
obtained from COUNTY in any manner where the identity of any particular
person or establishment can be identified, except with the consent of such
person or establishment. IWS will keep such information confidential using
the same care and discretion used with similar information that IWS
designates as confidential.

Any publicity giving reference to the sale, installation, and/or
operation of the SYSTEM, whether in the form of press release, brochure,
photographic coverage, or verbal announcement, shall be made only with
the prior approval of COUNTY, provided that IWS may refer to the SYSTEM
during its normal course of business.

(b) SOURCE CODE PROTECTION
IWS agrees to deposit the source code, documentation and related materials
for the System (DEPOSIT MATERIALS) with an Escrow Agent subject to COUNTY
entering into an IWS Software Escrow Agreement. The DEPOSIT MATERIALS will
be made available to the COUNTY for the purposes of self support if
certain events named in the IWS Software Escrow Agreement occur. IWS will
provide a copy of its current Software Escrow Agreement to COUNTY in
Exhibit F. Any such Software Escrow Agreement is optional for COUNTY and
requires COUNTY to sign and accept the terms of the Software Escrow
Agreement.

(c) INDEPENDENT CONTRACTOR
IWS is an independent contractor. The manner in which the work is to be
performed will be controlled by IWS; however, the nature of the work and
the results to be achieved shall be

COUNTY/IWS Agreement, Page 8
<PAGE>

specified by COUNTY. IWS is not an employee or agent of COUNTY and has no
authority to make any binding commitments or obligations on behalf of
COUNTY except to the extent expressly provided herein.

(d) DELAY
In the event COUNTY causes delay in the installation, testing or
acceptance of the SYSTEM, or some part of it, whether the delay is (i)
ordered by COUNTY, (ii) the result of COUNTY'S failure to perform its
installation responsibilities, (iii) caused by incompatibility with
computer programs or equipment not furnished by IWS, or (iv) because of
other actions by COUNTY, COUNTY will pay to IWS an amount based upon the
Time and Materials IWS on-going rate in addition of all expenses incurred
by IWS as a result of the delay.

(e) CHANGE ORDERS
IWS agrees to modify the SYSTEM or installation procedures, if requested
to do so by COUNTY, and such modifications will not affect the validity of
this AGREEMENT. If the modifications result in an increase in the amount
of the work required by IWS or in the cost of SYSTEM HARDWARE or SOFTWARE,
the parties agree that an appropriate price adjustment will be made. All
modifications will be in writing signed by IWS and COUNTY'S REPRESENTATIVE
and will describe the change and the cost, if any, of the modification.

(f) RISK OF LOSS OR DAMAGE
IWS will bear all risk of loss or damage to SYSTEM HARDWARE and SOFTWARE
until delivered to COUNTY'S location. After the SYSTEM HARDWARE and
SOFTWARE are delivered, COUNTY bears all risk of loss or damage, except
loss or damage attributable to IWS negligence, defects that COUNTY could
not reasonably have discovered prior to Acceptance, or IWS breach of this
AGREEMENT.

(g) FORCE MAJEURE
Any delays in or failure of performance by IWS or COUNTY, except for the
obligation to make payments, will not constitute default under this
AGREEMENT to the extent the delays or failure of performance is caused by
occurrences beyond the control of IWS or COUNTY, including, but not
limited to, acts of God or public enemy, expropriation or confiscation of
facilities, compliance with any order or request of any governmental
authority, act of war, rebellion or sabotage, fires, floods, explosions,
earthquakes, accidents, or riots.

(h) TAXES
COUNTY shall be responsible for payment of any sales, use, withholding or
other similar taxes (other than taxes based on IWS's net income) which may
be imposed on the payments due under this AGREEMENT and shall promptly
reimburse IWS for any such taxes (including interest, penalties and
additions to tax with respect thereto), whether such taxes are included
with the purchase price shown on Exhibit-A or imposed in the future.
COUNTY warrants that it is a tax exempt organization and that IWS is
therefore not responsible for payment of any personal property taxes for
property in the possession of COUNTY on the date of assessment.

(i) INDEMNITY

COUNTY/IWS Agreement, Page 9
<PAGE>

(1) OBLIGATIONS -- COUNTY:
COUNTY agrees to protect and hold IWS harmless from any and all claims,
suits, actions and procedures brought or filed by third parties and from
all damages, penalties, losses, costs and expenses (including attorney's
fees) arising out of, or related to, any act or omission of COUNTY, its
employees, or agents.

(2) OBLIGATIONS -- IWS
IWS agrees to protect and hold COUNTY harmless from any and all claims,
suits, actions and procedures brought or filed by third parties and from
all damages, penalties, losses, costs and expenses (including attorney's
fees) arising out of, or related to, any act or omission of IWS, its
employees, or agents.

In addition IWS agrees to protect and hold COUNTY harmless from any claims
brought against COUNTY alleging that the SYSTEM SOFTWARE infringes a 3rd
party's patents or copyright, provided that IWS is notified promptly by
COUNTY of any such claim (including any threatened claim) and IWS has sole
control of the defense with respect to such claims. The preceding
indemnification by IWS will not apply to any claim based, in whole or in
part, on any modification of the SOFTWARE made by any person other than
IWS. If a final injunction is issued, or, IWS believes, is likely to be
entered, prohibiting the use of the SOFTWARE by COUNTY, IWS will, at its
sole discretion and expense, either: (i) procure for COUNTY the right to
use the SOFTWARE as provided herein, (ii) replace the SOFTWARE with
non-infringing, functionally equivalent product; (iii) suitably modify the
SOFTWARE so that it is not infringing and provides similar functionality;
or (iv) accept return of the SOFTWARE and refund the purchase price. IWS'S
LIABILITY FOR ANY INFRINGING SOFTWARE IS STRICTLY LIMITED TO THE
FOREGOING.

(j) INSURANCE; WORKERS' COMPENSATION COVERAGE
IWS will maintain and require all of its subcontractors, consultants and
other agents to maintain, insurance as follows: (i) Workers' Compensation
insurance with statutory limits as required by the Labor Code of the
State of California, and (ii) Commercial general liability insurance
covering bodily injury and property damage using an occurrence policy form
in an amount of not less than one million dollars ($1,000,000) combined
single limit for each occurrence.

(k) INCORPORATED EXHIBITS
The following documents are hereby incorporated into this Agreement by
reference:

<TABLE>
<S> <C>
Exhibit A: ImageWare Proposal
Exhibit B: Installation Procedures
Exhibit C: Project Schedule
Exhibit D: CCS Training Outline
Exhibit E: System Acceptance Testing
Exhibit F: Software Escrow Agreement
Exhibit G: Software and Hardware Maintenance Agreement
Exhibit H: IWS letter regarding Outstanding Issues in Contract Negotiations. June 3,1999
Exhibit I: IWS Bid for Kitsap CSO Digital Mug System. April, 1, 1999.
</TABLE>

COUNTY/IWS Agreement, Page 10
<PAGE>

Exhibit J: Email from Carmen Errejon to Julie Lingenfelter of
June 17, 1999 fixing Work dates.

(l) WAIVER
The waiver or failure of either party to exercise in any respect any right
provided for in this AGREEMENT will not be deemed a waiver of any further
right under this AGREEMENT.

(m) NON-DISCRIMINATION
IWS will comply will all applicable federal, state and local laws, rules
and regulations in regard to non-discrimination in employment because of
race, color, ancestry, national origin, religion, sex, marital status,
age, medical condition, disability or other prohibited basis.

(n) ASSIGNMENT
COUNTY may not transfer, assign or otherwise dispose of its rights or
obligations under this AGREEMENT, including but not limited to the
SOFTWARE license, without IWS'S written permission. However, IWS will not
unreasonably withhold a request by COUNTY to assign its rights or
obligations to another party of equal fiscal soundness and business
reputation, and COUNTY may, upon a sale of all its assets, transfer its
rights and obligations under this AGREEMENT to the successor agency. This
AGREEMENT shall be binding upon and inure to the benefit of the
successors, permitted assigns and heirs of the parties.

(o) VENUE
This contract will be governed by the laws of the State of Washington,
both as to interpretation and performance, and any action at law, suit
in equity, or other proceeding for the enforcement of this Agreement of
any provision thereof will be instituted only in the courts of the
State of Washington, COUNTY of Kitsap.

(p) SURVIVAL OF PROVISIONS
Notwithstanding any termination of this AGREEMENT, the following
provisions survive and remain in effect: Sections 10, 11, 12, 13, 14 and
15.

(q) ORDER OF PRECEDENCE
IN THE EVENT OF ANY INCONSISTENCY OR CONFLICT BETWEEN OR AMONG THE
PROVISIONS OF THIS AGREEMENT, THE INCONSISTENCY SHALL BE RESOLVED BY
GIVING PRECEDENCE IN THE FOLLOWING ORDER:

<TABLE>
<S> <C>
Exhibit A: ImageWare Proposal. June 2, 1999.
SCHEDULE A SPECIFIC TERMS AND CONDITIONS
Exhibit B: Installation Procedures
Exhibit C: Project Schedule
Exhibit D: CCS Training Outline
Exhibit E: System Acceptance Testing
Exhibit F: Software Escrow Agreement
Exhibit G: Software and Hardware Maintenance Agreement
Exhibit I: IWS Bid for Kitsap CSO Digital Mug System. April, 1, 1999.
Exhibit J: Email from Carmen Errejon to Julie Lingenfelter of June 17, 1999 fixing WorkPlan dates.
</TABLE>

COUNTY/IWS Agreement, Page 11

<PAGE>

(r) ENTIRE AGREEMENT; MODIFICATIONS; INVALIDITY
This AGREEMENT, including the exhibits, constitutes the entire agreement
between the parties and supersedes all previous agreements or
representation, oral or written, relating to this AGREEMENT. This
AGREEMENT may only be modified or amended by a writing signed by each
party. Both parties acknowledge they have read this AGREEMENT, understand
its terms and conditions, and agree to be bound by it. If any provision of
this AGREEMENT is held by a court of competent jurisdiction to be invalid,
void or unenforceable, the remaining provisions shall nevertheless
continue in full force without being impaired or invalidated in any way.

15. SIGNATURES
DATED THIS DAY 199 . DATED THIS 28th DAY JUNE, 1999.

AGREED TO: AGREED TO:
IMAGEWARE SOFTWARE, INC
KITSAP COUNTY BOARD OF
COMMISSIONERS

By: /s/ WAYNE WETHERELL /s/ Charlotte Garrido
---------------------------- ---------------------------------
CHARLOTTE GARRIDO, CHAIR

Name: WAYNE WETHERELL /s/ Tim Botkin
--------------------------- ---------------------------------
TIM BOTKIN, COMMISSIONER

Title: CFO & VP of FINANCE /s/ Chris Endresen
-------------------------- ---------------------------------
CHRIS ENDRESEN, COMMISSIONER

/s/ Holly Anderson
--------------------------------
HOLLY ANDERSON, CLERK OF THE BOARD

COUNTY/IWS Agreement, Page 12
<PAGE>

COUNTY/IWS Agreement, Page A-1 CONFIDENTIAL

EXHIBIT A - IMAGEWARE PROPOSAL

CONFIDENTIAL EXHIBIT A June 2, 1999
KITSAP COUNTY Proposal for CCS
Mug Photo System

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
DESCRIPTION QTY UNIT EXT TOTAL
<S> <C> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------------------
CAMERA SUB-SYSTEMS
-----------------------------------------------------------------------------------------------------------------------
Hitachi KP-D50 Camera, NIST standards (single chip) 2 $1,471.50 $2,943.00
-----------------------------------------------------------------------------------------------------------------------
Computar Lens 2 $1,147.50 $2,295.00
-----------------------------------------------------------------------------------------------------------------------
3 point Lighting system 2 $1,343.25 $2,686.50
-----------------------------------------------------------------------------------------------------------------------
Pan and Tilt Camera mount 2 $1,620.00 $3,240.00
-----------------------------------------------------------------------------------------------------------------------
Reflective Pedestal 2 $924.75 $1,849.50
-----------------------------------------------------------------------------------------------------------------------
Cable bundle 2 $202.50 $405.00
-----------------------------------------------------------------------------------------------------------------------
NIST compliance capture software 2 $1,500.00 $3,000.00
-----------------------------------------------------------------------------------------------------------------------
Capture Card MVPro 2 $904.50 $1,809.00
-----------------------------------------------------------------------------------------------------------------------
Power Supply (Single Chip) 2 $67.50 $135.00
-----------------------------------------------------------------------------------------------------------------------
SUBTOTAL $18,363.00
-----------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------
SOFTWARE
-----------------------------------------------------------------------------------------------------------------------
CCS Investigative Display Software (Full) 2 $6,750.00 $13,500.00
-----------------------------------------------------------------------------------------------------------------------
CCS Capture Station software 2 $10,000.00 $20,000.00
-----------------------------------------------------------------------------------------------------------------------
Suspect ID 1 $5,000.00 nc
-----------------------------------------------------------------------------------------------------------------------
Crime Lab 1 $600.00 nc
-----------------------------------------------------------------------------------------------------------------------
Vehicle ID 1 $1,500.00 nc
-----------------------------------------------------------------------------------------------------------------------
SUBTOTAL $33,500.00
-----------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------
*CUSTOM SOFTWARE/INTEGRATION
-----------------------------------------------------------------------------------------------------------------------
Systems Integration (File Transfer w/ Intergraph (RMS) to 1 $5,000.00 $5,000.00
avoid duplicate entry
-----------------------------------------------------------------------------------------------------------------------
Systems Integration (Custom API for Image Retrieval 1 $10,000.00 $10,000.00
through Intergraph RMS)
-----------------------------------------------------------------------------------------------------------------------
Systems Integration (Interface to update JMS) 1 $5,000.00 $5,000.00
-----------------------------------------------------------------------------------------------------------------------
SUBTOTAL $20,000.00
-----------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------
TOTAL HARDWARE / SOFTWARE $71,863.00
-----------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------
SERVICES
-----------------------------------------------------------------------------------------------------------------------
Additional Custom Print Formats 4 $500.00 $2,000.00
-----------------------------------------------------------------------------------------------------------------------
Project Management 3 $900.00 $2,700.00
-----------------------------------------------------------------------------------------------------------------------
Conversion of Records from Alternative Booking system 60000 $0.20 $12,000.00
-----------------------------------------------------------------------------------------------------------------------
**Hardware Testing 2 $1,500.00 $3,000.00
-----------------------------------------------------------------------------------------------------------------------
SUBTOTAL $19,700.00
-----------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------
***LICENSES
-----------------------------------------------------------------------------------------------------------------------

<PAGE>

COUNTY/IWS Agreement, Page A-2
-----------------------------------------------------------------------------------------------------------------------
5-User Windows NT Server License # 606670 1 $687.23 $687.23
-----------------------------------------------------------------------------------------------------------------------
5-User Concurrent Sybase License 1 $847.27 $847.27
-----------------------------------------------------------------------------------------------------------------------
SUBTOTAL $1,534.50
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------

****SHIPPING/HANDLING/INSTALLATION $10,060.82 $10,060.82
-----------------------------------------------------------------------------------------------------------------------
TRAINING 2 $750.00 $1,500.00 $1,500.00
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
TOTAL $104,658.32
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
AGENCY DISCOUNT $6,828.15
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------

PROJECT TOTAL $97,830.17
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------

*This pricing is based on previous inter-connects with different vendors.
It is not 1OO% secure and may change.
-----------------------------------------------------------------------------------------------------------------------
**See attached installation paper
-----------------------------------------------------------------------------------------------------------------------
***Oracle Licensing have not yet been included
-----------------------------------------------------------------------------------------------------------------------
****See attached installation paper
-----------------------------------------------------------------------------------------------------------------------
MAINTENANCE
-----------------------------------------------------------------------------------------------------------------------
Paid Maintenance and Support (Year 1) Starts 90 days $14,299.92
after day of installation
-----------------------------------------------------------------------------------------------------------------------
Maintenance and Support (Year 2) $14,871.00
-----------------------------------------------------------------------------------------------------------------------
Maintenance and Support (Year 3) $15,466.00
-----------------------------------------------------------------------------------------------------------------------
Maintenance and Support (Year 4) $16,084.00
-----------------------------------------------------------------------------------------------------------------------
Maintenance and Support (Year 5) $16,727.00
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

COUNTY/IWS Agreement, Page B-1

EXHIBIT B - INSTALLATION PROCEDURES

1. INSTALLATION LOCATION
The System is to be installed at the following address(es):

KITSAP COUNTY JAIL, 614 DIVISION STREET, PORT ORCHARD WA 98366

KITSAP COUNTY SHERIFF'S DEPARTMENT, 614 DIVISION STREET, PORT ORCHARD WA
98366

SILVERDALE PRECINCT, 3951 RANDALL WAY, SILVERDALE WA 98383

JUVENILE DETENTION, 1338 OLD CLIFTON ROAD, PORT ORCHARD, WA 98366

2. COUNTY'S RESPONSIBILITIES
IWS will provide COUNTY with a copy of the CCS System Preparation and
Installation Guide. COUNTY is responsible for reviewing the Guide and
providing the following in conformance with the Guide:

(a) SITE PREPARATION -- SERVER
(1) Suitable space including tables, chairs, stands, or racks.
(2) Two telephone lines (one voice line and one modem line) and
one voice handset.
(3) Clean temperature controlled environment.
(4) Any requisite electrical and/or lighting work.
(5) Tested and operational network connection.

(b) SITE PREPARATION -- WORKSTATIONS
(1) Suitable space including tables, chairs, stands, or racks.
(2) One telephone line and one voice handset.
(3) A suitable background (plywood, plaster board, etc) secured to
the wall for any capture stations.
(4) Reasonably clean environment.
(5) Any requisite electrical and/or lighting work.
(6) Tested and operational network connection.

(c) OTHER
(1) Suitable nearby parking for IWS installation personnel.
COUNTY will pay any and all parking costs associated with
installation work performed by IWS personnel at COUNTY'S
facility.

<PAGE>

COUNTY/IWS Agreement, Page B-2

(2) COUNTY will make certain that authorized IWS personnel have
access to COUNTY'S facility(ies) 24 hours/day -- 7 days/week
while the System is being installed and tested.
(3) Labor and equipment necessary to transport the SYSTEM HARDWARE
from COUNTY'S receiving area at the receiving location to the
installation site.
(4) A clean operating environment at the installation site which
complies with temperature, humidity and operational
specifications of the SYSTEM HARDWARE.

4. IWS'S INSTALLATION RESPONSIBILITIES
IWS is responsible for providing the following relating to the SYSTEM
installation:
(1) Supervision of COUNTY employees who transport the SYSTEM
HARDWARE from the receiving area to the installation site.
(2) Installation of the SYSTEM HARDWARE at the designated sites.
(3) Operational checkout of the Equipment, including offline
verification.
(4) Installation of the SYSTEM SOFTWARE at the designated sites.
(5) Operational verification of each computer and item of
equipment on a stand-alone basis and as interfaced with
equipment furnished BY COUNTY, including transmission lines,
modems and computers.

<PAGE>

COUNTY/IWS Agreement, Page C-1

EXHIBIT C - PROGECT SCHEDULE

SEE PAGE 40, SECTION 4.0 "WORKPLAN"

OF APRIL 1ST, 1999 BID RESPONSE

<PAGE>

COUNTY/IWS Agreement, Page D-1

EXHIBIT D - CRIME CAPTURE SYSTEM TRAINING OUTLINE

CRIME CAPTURE SYSTEM TRAINING

IWS will provide one day of training for the system administrator, as well as
one day of training for the system users (Maximum of 15 trainees per session).

CRIME CAPTURE SYSTEM-TM- TRAINING OUTLINE

OPERATOR TRAINING

Objective: By the end of the training session, students will know how to book a
suspect, search a database, use the mug book function and create photo line-ups.

TRAINING OUTLINE:

I. STARTING THE PROGRAM 5 minutes

III. New Bookings 120 minutes
a. ADDING A NEW BOOKING
1. TAKING A PICTURE
2. QUALITY CONTROL
b. SEARCHING FOR MATCHES
3. LINKING RECORDS
4. UNLINKING RECORDS
c. VIEWING RECORDS
d. VIEWING MULTIPLE BOOKINGS
e. EDITING AND DELETING RECORDS
f. PRINTING INDIVIDUAL RECORDS

IV. SEARCHING

45 MINUTES
a. QUICK SEARCH

<PAGE>

COUNTY/IWS Agreement, Page D-2

b. ADVANCED SEARCH
c. SAVING A SEARCH
d. RUNNING AND EXISTING SEARCH
e. DELETING AND EXISTING SEARCH
f. PRINTING SEARCH RESULTS

V. MUG BOOK

30 MINUTES

a. SEARCHING FOR MUGSHOT
b. SAVING A MUG BOOK
c. VIEWING AN EXISTING MUG BOOK
d. DELETING A MUG BOOK

VI. PHOTO LINE-UP

40 MINUTES
a. CREATING A PHOTO LINE-UP
b. SAVING A PHOTO LINE-UP
c. VIEWING AN EXISTING PHOTO LINE-UP
d. DELETING AN EXISTING PHOTO LINE-UP
e. PRINTING A PHOTO LINE-UP

SYSTEM ADMINISTRATOR TRAINING

I. SETTING UP PASSWORDS
II. DEFINING OPERATOR RIGHTS

<PAGE>

COUNTY/IWS Agreement, Page D-3

III. BACKING UP THE SYSTEM
IV. ARCHIVING INFORMATION
V. SETTING MANDATORY FIELDS
VI. CUSTOMIZING DATA PICK LISTS

<PAGE>

COUNTY/IWS Agreement, Page E-1

EXHIBIT E - SYSTEM ACCEPTANCE TESTING

E.1 SYSTEM ACCEPTANCE TESTING (SAT)

The SAT will take place after the installation of all hardware and software and
IWS has certified the System installation completed and ready for testing.
COUNTY 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:

E.1.1 Each capture station must capture, display, and print images in color
and black and white.

E.1.2 Each investigative station must be able to display a minimum of 25 color
full-face images at one time, display and print images in color and black and
white.

E.1.3 Each investigative station must be able to access the database using name
or booking number, and display the proper image and data within 15 seconds or
less.

E.1.4 Each investigative station must be able to search the database using
predetermined searchable fields or using advanced search.

E.1.5 Each investigative station must be able to generate and display photo
line-ups. The line-ups must be able to be recalled by suspect name, or line-up
identification number. The identification number must appear on every copy of
the line-up that is generated and printed.

E.1.6 Each scanner must be able to scan photographs, books into the permanent
database from which they can be displayed and printed from any investigative
station.

E.1.7 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.

E.1.8 Standalone testing. The system must be tested to ensure booking images
can be captured when the ImageWare server(s) are down.

E.1.9 The System must be able to seal, expunge, or delete any recorded image
and associated data.

E.1.10 The System must automatically log it self off after 10 minutes of no
operator use.

E.1.11 The system must be tested to ensure that facial composites can be
created if this function is purchased by COUNTY.

<PAGE>

COUNTY/IWS Agreement, Page E-2

E.1.12 The system must be tested to make sure that the facial recognition
function is working for new images if purchased by COUNTY.

E.1.13 The System must allow for the interface to other Law Enforcement
agencies that purchase the Crimes Capture System.

<PAGE>

COUNTY/IWS Agreement, Page G-1

EXHIBIT G - SOFTWARE AND HARDWARE MAINTENANCE AGREEMENT

G.1 TERM.

G.1.1 Initial Term. The initial term of this Agreement shall commence on
the date of Installation and shall extend for five (5) years.

G.1.2 Renewal Terms. This Agreement shall be renewed thereafter,
automatically for successive one-year terms, but not more than ten
(10) such terms unless COUNTY gives IWS ninety (90) days prior
written notice of its intention not to renew this Agreement,
provided however that IWS shall be entitled, beginning upon the
commencement of the first such renewal term to increase the charges
payable by COUNTY pursuant to paragraph G.3.

G.2 MAINTENANCE SERVICE TO BE PROVIDED.

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

G.2.2 PREVENTIVE MAINTENANCE. Preventive Maintenance shall consist of
all maintenance service, other than Excluded Services as defined in
paragraph G.2.5, performed by IWS 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 IWS personnel
on normal working days between the hours of 8:00 a.m. and 4:30 p.m.
or as otherwise arranged. Pursuant to the provisions of the IWS's
maintenance manual and in accordance with a schedule mutually
acceptable to COUNTY and IWS, consistent with COUNTY'S operating
requirements and the specific needs of the System as determined by
IWS 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.

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

<PAGE>

COUNTY/IWS Agreement, Page G-2

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

G.2.2.c Annual Maintenance shall include a thorough inspection, cleaning,
hardware alignment, and general system check to preserve image and
system performance quality.

G.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. Following any identification of any System Failure by
COUNTY, and COUNTY's completion of the diagnostic checklist and
procedures recommended by IWS in the User Documentation Set, COUNTY
shall provide notification thereof to IWS.

In the event of any software failure, IWS shall thereafter make a
good faith effort to cause the appropriate software support person
to respond to the COUNTY 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, IWS shall thereafter make a
good faith effort to cause an authorized representative of IWS to
arrive at the location where the System is installed no later than
twenty-four (24) hours following INN'S's receipt of such
notification. IWS shall from time to time advise COUNTY of the
name(s) and location(s) of locally-based IWS personnel authorized
to receive such notifications and IWS shall ensure that such
personnel are available to COUNTY at all times that the System is
scheduled by COUNTY to be in operation. Hardware support shall be
available 7 days per week 24 hours per day for critical items as
defined in PARAGRAPH G.2.3.1, and during normal work days and hours
for non critical items as defined in PARAGRAPH G.2.3.2.

G.2.3.1 CRITICAL ITEMS: All IWS hardware associated with the Server, IWS
supplied interfaces, and Capture Stations that prohibit the COUNTY
from performing their day to day duties associated with the capture
and storage of mug photo images shall be considered as CRITICAL
ITEMS. The only hardware exception to this paragraph will be the
printers.

G.2.3.2 NON CRITICAL ITEMS: All IWS supplied hardware items not mentioned
in paragraph G.2.3.1 will be considered non critical items and
shall be repaired during the IWS's normal work hours. This will
include the printers associated

<PAGE>

COUNTY/IWS Agreement, Page G-3

with any capture station and display stations.

G.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. IWS 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 COUNTY, IWS 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.

G.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.

G.2.5.1 Failure by COUNTY to provide or maintain a suitable installation
environment as the System Site in accordance with the operations
documentation, and any other reasonable requirements thereafter
communicated in writing by IWS to COUNTY, including without
limitation, any electrical power, air conditioning, or humidity
control failure or changes to the environment of the System Site.

G.2.5.2 Use of supplies or materials not approved by IWS, or by the
equipment manufacture.

G.2.5.3 Use or attempted use of the System for any purpose other than that
for which it was acquired.

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

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

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

G.2.5.7 Neglect or misuse of the System by COUNTY or any third party,
except persons for which IWS is responsible under this Agreement.

<PAGE>

COUNTY/IWS Agreement, Page G-4

G.2.5.8 Any other intentional or negligent damage to the System by the
COUNTY or third party except for prospective customers of IWS for
which IWS is responsible.

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

G.2.5.10 Any event of force majeure, or any other cause other than ordinary
use, unless otherwise authorized in writing by IWS.

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

G.2.6 REPLACEMENT OR REPAIR. In performing Preventive Maintenance and
Remedial Maintenance, IWS 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 IWS, a
replacement board will be provided pending completion of repairs on
the defective board.

G.2.7 DIAGNOSTIC SOFTWARE. In order to facilitate rapid analysis of System
Failure involving software, IWS 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.

G.2.8 OFF-SITE MAINTENANCE: Any maintenance services required to be
performed under this Agreement which cannot, in IWS's reasonable
judgment, be performed effectively at or near the System Site shall
be performed at such other location(s) as IWS may determine, at no
extra cost to Customer. However, a loaned part(s) from IWS's
warehouse must be installed prior to the shipping of the item(s)
being removed for maintenance.

G.2.9 LOG ENTRIES: COUNTY 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 IWS. Upon completion of each Preventive
Maintenance task, Remedial Maintenance task, or Extra Service, IWS
shall provide a written report to the COUNTY of the

<PAGE>

COUNTY/IWS Agreement, Page G-5

problem, resolve, and any equipment replaced. This shall be kept in
a binder on site at each capture station and display station
location.

G.2.10 NOTIFICATION: IWS shall notify COUNTY of all routine, scheduled,
unscheduled, and non-routine maintenance completed to the system.
This notification shall include the COUNTY'S reference number (if
maintenance was a result of a problem call), IWS'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 COUNTY'S maintenance contact.

G.2.11 DOWN-TIME CREDIT: If IWS fails to respond to a request from the
user resulting from the total failure of a Critical Item as defined
in paragraph G.2.3.1, IWS may be assessed a downtime credit of
$50.00 per hour for every hour thereof that the response time
requirement is exceeded. Any credits resulting from excessive
down-time shall be accounted for and resolved within thirty (30)
calendar days from the date of being incurred. 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 IWS, which are not
rendered inoperable by the System provided by IWS, (iii) any event
described in ARTICLE VII, LETTER D (FORCE MAJEURE) of the
Agreement, (iv) COUNTY's negligence or knowing misuse of the
System, equipment, cables, wires, programs, or other items, or any
other act or omission of COUNTY or any third party (other than a
prospective customer of IWS for which IWS is responsible under any
other provisions of this Agreement) or (v) COUNTY's network failure
or (vi) any travel time, and system and problem analysis time of up
to one (1) hour for software support or six (6) hours for hardware
support beginning when IWS has received notification of each
separate and unrelated problem as distinguished from a recurring
problem within a 24-hour period.

<PAGE>

COUNTY/IWS Agreement, Page H-1

EXHIBIT H - IWS LETTER REGARDING OUTSTANDING ISSUES IN
CONTRACT NEGOTIATIONS

June 3, 1999

Reference: Outstanding Issues

Julie Lingenfelter
Kitsap County Courthouse
Department of Administrative Services
614 Division Street, MS-7
Port Orchard, WA 98366

Dear Julie:

This letter is in response to the ongoing contractual and logistical issues
concerning Kitsap County's purchase of ImageWare's Crime Capture System. Should
the items in this letter be acceptable to the County, then this letter may be
used as a binding Exhibit to the final contract.

DATABASE PLATFORM - ImageWare will install the Sybase version of CCS upon
signing of the contract. Subsequently IWS will convert this platform to Oracle
upon completion of the Oracle development at no charge for the County, this
represents a discount of $5,000. At this time we estimate that the development
of the Oracle product will be completed before the end of 1999. It is in our
joint best interest that we are offering this free conversion in order to
expedite contract negotiations and guarantee that final contract signing takes
place in the month of June of 1999.

Kitsap County shall supply the required Oracle licenses at time of conversion
to the Oracle platform.

HARDWARE - ImageWare agrees that Kitsap County will provide and maintain its own
hardware, providing the hardware meets our minimum requirements. Kitsap County
will drop ship this hardware to IWS facilities for initial configuration and
installation. ImageWare will be responsible for shipping this hardware to its
final destination for final installation. There will be a $3,000 fee (total) for
testing our application software on the provided hardware.

PRICING - The attached pricing document, maintenance included, dated 6/2/99
is the current and officially updated price quote. This pricing document
supercedes all previous price quotes from IWS to Kitsap Co.

INTERCONNECTS - If on-site configuration is needed for the Intergraph
interconnects, Kitsap County is responsible for one IWS engineer's travel and
lodging expenses. These

<PAGE>

COUNTY/IWS Agreement, Page H-2

charges will not apply if the Intergraph system is ready for interface during
our initial installation.

Thank you for your attention to these details. We are eager to begin a long
term relationship with Kitsap County. Questions pertaining to this document
may be directed towards myself, Robert Bannan or Carmen Errejon at
1-800-842-4299.

Sincerely,

Erik Carlgren
NW Sales Manager
ImageWare Software, Inc.

cc: Robert Bannan, IWS

Bill Ibbetson, IWS

<PAGE>

COUNTY/IWS Agreement, Page I-1

EXHIBIT I - IWS BID FOR KITSAP COUNTY SHERIFF'S OFFICE
DIGITAL MUG SYSTEM

<PAGE>

[LOGO]

-- BID FOR --

KITSAP COUNTY SHERIFF'S OFFICE
------------------------------
DIGITAL MUG SYSTEM

ORIGINAL COPY
April 1st, 1999

-------------------------------------------------------------------------------
10883 Thornmint Road, Phone 619-673-8600 FAX 619-673-1770
San Diego, CA 92127
-------------------------------------------------------------------------------

<PAGE>

TABLE OF CONTENTS
<TABLE>
<S> <C>
1. EXECUTIVE SUMMARY.................................................... 3

SYSTEM OVERVIEW...................................................... 4

CENTRAL SERVER.................................................... 5

CAPTURE STATIONS.................................................. 6

INVESTIGATIVE WORKSTATION......................................... 7

HISTORY.............................................................. 9

2. TECHNICAL SPECIFICATIONS............................................. 9

3. EXPERIENCE & REFERENCES.............................................. 20

C.R.I.M.E.S. SUITE OF LAW ENFORCEMENT PRODUCTS....................... 20

SUSPECT ID-REGISTERED TRADEMARK-.................................. 20

CRIME LAB-REGISTERED TRADEMARK-................................... 20

VEHICLE ID-TM-.................................................... 21

FACE ID-TM-....................................................... 21

CRIME CAPTURE SYSTEM-TM-.......................................... 21

ARIZONA DEPARTMENT OF PUBLIC SAFETY............................... 22

LOS ANGELES COUNTY, LAKEWOOD...................................... 27

NEW YORK CITY POLICE DEPARTMENT................................... 30

HENEPIN COUNTY SHERIFF'S OFFICE (MINNEAPOLIS)..................... 30

IMAGEWARE EXPERIENCE & SUCCESS STORIES............................... 31

OTHER NOTABLE BOOKING INSTALLATIONS.................................. 31

IMAGEWARE EXECUTIVES................................................. 32

KEY PROJECT STAFF.................................................... 33

OTHER C.R.I.M.E.S. REFERENCES........................................ 39

4.0 WORKPLAN............................................................. 40

PROJECT ORGANIZATION & STAFFING...................................... 40

APPROACH TO PROJECT.................................................. 40

EXHIBIT A COST PROPOSAL.................................................. 42

<PAGE>

EXHIBIT B MAINTENANCE & WARRANTIES....................................... 42

PRODUCT AND CUSTOMER SUPPORT......................................... 42

HARDWARE WARRANTIES.................................................. 42

HARDWARE MAINTENANCE................................................. 42

SOFTWARE WARRANTIES.................................................. 43

SOURCE CODE.......................................................... 43

SOFTWARE ON-GOING MAINTENANCE AND SUPPORT............................ 43

EXHIBIT C - TRAINING..................................................... 45

CRIME CAPTURE SYSTEM TRAINING OUTLINE................................ 45

EXHIBIT D - SITE PLAN.................................................... 47

</TABLE>

ImageWare Software, Inc. 2 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

<PAGE>

CONFIDENTIAL BID REQUEST 04/01/99
Kitsap County Digital Mug SYSTEM

1. EXECUTIVE SUMMARY
-------------------------------------------------------------------------------

ImageWare Software, Inc. (IWS) is very pleased to be able to offer the Crime
Capture System-Registered Trademark- (CCS) digital booking system to Kitsap
County Sheriffs Office. In addition to CCS, we are also offering additional
investigative software at no cost.

ImageWare Software, Inc., a San Diego, California based company, is a leader
and innovator in the emerging technology of PC-based digital imaging, with
its primary focus on law enforcement software. It has recently been awarded a
contract by the State of Arizona and is being praised for its performance.
The Arizona Department of Public Safety enjoys a powerful network of photo
and data information, no server down time to date. It seamlessly interfaces
with several disparate systems and provides a smooth and synchronized data
flow throughout. Very recently, in partnership with NEC and PRC/Litton, IWS
was awarded the digital imaging contract for Las Vegas Metro PD.

One year ago, ImageWare acquired XImage Corporation, a San Jose, California
based company also specializing in law enforcement software. XImage
Corporation is a company strong in the installation and management of very
large booking installations. The company has developed its products using Sun
SPARC servers and workstations on a UNIX operating system. Its flagship
installation is New York City Police Department as well as Henepin County MN
(Minneapolis), Indianapolis PD and Portland Police Bureau. The NYC system,
spans 76 precincts in 5 boroughs, including 100 capture stations and
redundant central servers. XImage/ImageWare has a large customer support
staff with 24 hours a day, 7 days a week availability.

ImageWare and XImage combined to form a company that is strong, technically
proficient, and leading the way in the development of tools for the law
enforcement industry. The skills of one company compliment those of the
other. The strengths and experience of XImage will enable the new joint
company to bypass many pitfalls, while enabling the introduction of new
Windows based products based on the strengths and experience of ImageWare.
The merger of these two companies, combined with the financial backing of
J. P. Morgan Financial ensures the highest quality products and services for
many years to come.

CCS runs on the Microsoft Windows operating system, specifically Windows 95,
98 and Windows NT 4.0. We configure systems using all IBM components,
ensuring our customers of state-of-the-art architecture, durability, and
reliability. By teaming with IBM as a business partner, ImageWare can and
does offer the highest quality PC products, systems software, and customer
service available. PC platforms being used include multiple Pentium Pro
processor servers, redundant servers, Xeon processors and Pentium II capture
and investigative workstations. In many cases, current hardware can be
utilized and hardware may be purchased off existing County contracts.

ImageWare Software, Inc. 3 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

<PAGE>

CONFIDENTIAL BID REQUEST 04/01/99
Kitsap County Digital Mug System

IWS core products are Crime Capture System (CCS), and Face ID-Registered
Trademark- (FID). CCS is a powerful flexible and easy to use digital booking,
identification and retrieval system. Face ID-Registered Trademark- is a
state-of-the-art facial recognition and retrieval program that is leading the
way in the identification of arrestees and suspects. Face ID integrates with
both ImageWare's and Ximage's booking systems, giving the company a very
distinct and unique product line.

The proposed Crime Capture System (Digital Booking System) is one of five
modules in a suite called C.R.I.M.E.S. The other modules are Suspect
ID-Registered Trademark-, a photo-realistic composite program, Crime
Lab-Registered Trademark-, a fundamental image enhancement and editing
program, Vehicle ID-TM-, a photobased vehicle searching program, and Face
ID-TM-.

SYSTEM OVERVIEW

The proposed Crime Capture System will include a powerful central mug and
data server that interfaces with both the County's RMS and JMS. The system
includes 2 capture stations and 2 investigative stations with the ability to
add more as necessary. The entire system is fully Year 2000 compliant and
meets all ANSI/NIST standards. The system is capable of transmitting standard
NIST data packets to the State CIB. All requirements outlined will be met
unless expressly noted.

Facial Recognition can also be added to the server at a later date, without
the need to upgrade hardware or do costly conversions. Face ID-Registered
Trademark- fully integrates with CCS and used in conjunction with the other
C.R.I.M.E.S. modules, your agencies will have a very powerful and effective
arsenal of tools to solve crime.

The proposal calls for a full integration between the new Intergraph RMS and
JMS. The purpose of the first interface is to avoid duplicate entry of data.
Typically this is accomplished via flat file transfer. Upon completion of a
record within the RMS a flat text file is created and placed in a shared
directory. CCS polls this directory and when a file is recognized, it is
instantly imported into CCS and populates its fields. Any adds, edits or
deletions are done with the RMS and carried through to CCS. Both databases
stay synchronized at all times.

In addition, we will provide a custom API that will enable the RMS to display
a photo upon a record query within the RMS. The exact definition of this API
and interface is yet to be defined and further discussions are forthcoming
with Intergraph. Also, there will be an interface that enables the JMS to
display whether or not a photo has been associated with an individual.

The proposal also includes the conversion of the existing 60,000 images and
data. These mugshots and data should be delivered to IWS prior to system
installation. The database should be delivered on an agreed upon medium, with
images in JPG individual files, the data file in comma delimited format, and a
file layout included.

ImageWare Software, Inc. 4 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

<PAGE>

CONFIDENTIAL BID REQUEST 04/01/99
Nissan County Digital Mug System

The system components will connect to the existing LAN network directly, with
each agency or the county being responsible to provide LAN connections for the
new equipment. The operating system for the central server will be Microsoft
Windows NT 4.0, and Windows NT Workstation for each capture workstation. The
protocol will be TCP/IP. All connections to either the network or additional
devices will be industry standard connections.

Maintenance will be provided for the system 7 days a week, 24 hours a day,
with 1 hour call back response, and 24 hour on-site response.

The C.R.I.M.E.S. suite of software is modular in design. It is possible to
add, upgrade, or replace software modules in the system with relative ease.
Modules included in the C.R.I.M.E.S. suite of software are Suspect ID, a
photo-realistic composite program, Crime Lab, a sophisticated image
enhancement and editing program, Vehicle ID , a photo-based program to help
quickly identify vehicles, Crime Capture System, a flexible easy-to-use
digital booking system, and Face ID, a state-of-the-art facial recognition
and retrieval program.

The system will have the capability of interfacing with any other agency
electronically either via the network or modem, and send and receive
information from other cooperating criminal justice agencies as long as these
agencies comply with NIST standards for mugshot and SMT image transmission.

The Crime Capture System does include a store and forward ability, that is
transparent to the operator. The location capture station will display either
Online or Off-line (to the central server), and if Off-line, will start
accumulating data onto the local hard drive. When the network is again
available, the records are forwarded to the central server without any
operator intervention or downtime.

System security will make use of both operating system permissions as well as
database software security. This will allow access to certain functions and
data to be controlled by the system administrator. These privileges and
permissions will be given and controlled by user login. There will be an
administrative function available only to the system administrator, where
these permissions and privileges are maintained.

CENTRAL SERVER

The central server system will consist of an IBM Netfinity 3000. A UPS will
protect the system from power fluctuations and momentary outages. The system
will have a redundant power supply. The server will be equipped with a modem
and remote diagnostic software, allowing for quicker response and problem
resolution. The server is a high performance 450 MHz Pentium II system, with
a RAID V hot swap drive array. It is sized with today's performance and
tomorrow's growth in mind. Installing a RAID V system allows the storage of
business-critical data with confidence. The capture stations are high
performance systems as well, taking into account that end user acceptance
depends on system performance. The system also includes a

ImageWare Software, Inc. 5 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

<PAGE>

CONFIDENTIAL BID REQUEST 04/01/99
Nissan County Digital Mug System

tape drive for back-ups and a CD ROM Drive. Data archive and backup can be
accomplished online.

The central server wi11 not execute any client applications, meaning all
searches, viewing, and printing or data from the mugshot database must be
accomplished via either a capture or investigative station. Only the server
portion of the ImageWare applications will execute from the central server
systems.

The central server Crime Capture application software will have the ability
to both receive and send photo mugshots using the NIST standard type 1, 2,
and 10 records. The software will also send and receive the appropriate NIST
message in acknowledgment of the receipt or transmittal.

The central server will have an archive function available to allow the
off-loading of records, including images and demographic data, by date range
and control number. It is sized for the conversion of the existing 60,000
images and an additional 80,000 images over the next 5 years.

The central server will log off any station that is presently logged in but
has not had activity for some user defined time period (e.g. 5 minutes).

The central server's RAID storage system will implement a level 5 method,
which provides a very high fault tolerant data storage system while not
degrading performance. A separate hardware controller, the IBM ServeRAID II
disk controller, will implement the RAID technology.

CAPTURE STATIONS

There will be two Capture Stations, each will consist of an IBM PC 300PL
computer with Pentium II processor, 64 MB RAM and 6.4 GB of internal hard
disk storage. Each capture station will be equipped with a CD ROM drive, 1.44
floppy disk drive, 17" monitor and keyboard. The system will include a
network interface card. The camera subsystem will also be included, with the
capture card installed inside the PC housing, and the camera connected to the
capture card. The camera and capture card will meet or exceed all NIST
standards for the collection of mugshot photos. The camera will have remote
pan and tilt capability.

Software included with the capture station will allow for the live video
viewing of the arrestee, with the ability to capture a still image of the
arrestee from this on-screen viewing.

The mug photo database can be searched using the arrestee's demographic
information, for example, last name and date of birth, to find other records
for this arrestee. If and when Face ID is added, the operator will also be
able to compare a new arrestee's photo with those previously stored in the
mug photo database strictly by facial characteristics. This feature
eliminates both aliases and duplicate images.

ImageWare Software, Inc. 6 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

<PAGE>

CONFIDENTIAL BID REQUEST 04/01/99
Nissan County Digital Mug System

Each capture station will have the ability to store both images and
associated demographic data locally if the network connection is unavailable.
When the network is restored and the central server database is accessible,
those locally stored records will be transmitted to the central server.

The software will allow for a flag to be associated with each booking at the
time the mug photo is taken, with those flags being user definable including
arrests, juveniles, etc. All such flags necessary for the ENTITY operations
must be designated during the specifications gathering phase.

The software will allow the operator to view the captured image and either
reject or accept it at that time. The system will accept an unlimited number
of photos per booking record.

All images taken for a particular booking will be associated with a specific
file, or record, and will store the date and time it was recorded. Other
booking records may be linked to this booking if this is a repeat offender.

The input of demographic, or descriptive data will be available from
user-maintained lists, organized in any order the customer chooses. The user
will also be able to input free form text comments, including unusual
characteristics. All these descriptive data fields will be searchable.
Initial data will be populated via RMS interface. There will be a synchronous
data system with a smooth data flow and no duplicate entry. All creates, edits
or deletions in the RMS will be carried throughout the system.

Photos captured can be multiple views of the arrestee, and photos of all
scars, marks, and tattoos (SMT). Property, Evidence and Crime Scene
photographs can also be attached to each record. All photos taken will be
linked to the booking record. This record can be found in multiple ways;
searching by demographic data, using a photo and searching with Face ID, or
accessing the records by the booking number or other identifying numbers.

The location of the scar, mark, or tattoo on the body will be chosen from a
user-maintained list of choices. There will be a description field for each
SMT, where any words on the tattoo can be entered as free form text
information, and other descriptive information about the SMT can be entered.
Whether a photo of the SMT is taken or not, the description of the SMT can be
entered.

INVESTIGATIVE WORKSTATION

The proposal includes software for 2 investigative workstations. Searches may
be accomplished using NCIC standard demographic codes, from user maintained
tables.

The software will create photo line-ups with a specified amount of images.
The Crime Capture System will retrieve and display the images of all subjects
with characteristics that match, or substantially match, those of the line-up
subject. The user will be able to select or reject from the

ImageWare Software, Inc. 7 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

<PAGE>

CONFIDENTIAL BID REQUEST 04/01/99
Nissan County Digital Mug System

images retrieved, that together with the subject's constitute the line-up.
The line-up will be random ordered, and may be saved for future retrieval.
These photo line-ups are also printable. In addition, the investigative
workstations provide the following features:

- Portions of an image may be 'roped' for enlargement for viewing
purposes.
- The print function is available for any image with its associated
demographic data.
- The search function includes very flexible ad hoc inquiries,
including many boolean logic functions, including AND, OR, GREATER
THAN, LESS THAN, EQUAL TO, etc.
- Each agency will be able to search the database and obtain
information about the total number of bookings by date, by officer
ID, by charge code, etc.
- Any text fields entered into a booking record will be searchable,
including any comment fields.
- Fields describing SMT data will be searchable.
- Images of SMT are printable, either color or black and white.
- The search software will process hyphenated and/or multiple last,
first, and middle names correctly.
- The search software will use 'soundex' to find similar named
individuals.

Investigative workstations will have the ability to scan photos into
the system, import them, and link them with booking records. For
example, crime scene photos can be imported into booking records, as
well as weapons photos, vehicle photos, residence photos, year book
photos, etc.

ImageWare Software, Inc. 8 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

<PAGE>

CONFIDENTIAL BID REQUEST 04/01/99
Kitsap County Digital Mug System

HISTORY

Incorporated in 1987, ImageWare initially focused on the entertainment industry.
The company's patented imaging technology was first used in photo imaging kiosks
at theme parks and tourist attractions in the U.S., Canada, Mexico, Japan and
the United Kingdom. The kiosks produced People Postcards!-Registered Trademark-
by superimposing customers' images onto amusing or picturesque backgrounds.

At the 1992 COMDEX Show, ImageWare introduced its first retail product,
ImageWizard-Registered Trademark- At the show, the revolutionary image
manipulation and processing program was nominated one of the "Best New Software
Programs" of the year. ImageWizard was the first application to incorporate
multiple image objects for fast and easy image enhancement and editing. In early
1994, ImageWare released a companion program to ImageWizard called
MorphWizard-Registered Trademark-. A powerful morphing application, MorphWizard
allows users to manipulate and force transformations between multiple images.
Both ImageWizard and MorphWizard sold domestically and in Japan through Canon
Sales Co.

Concurrent with the release of MorphWizard, ImageWare shifted its focus from the
entertainment and retail markets to the institutional law enforcement arena. The
C.R.I.M.E.S. (Crime Reduction, Image Management and Enhancement System),
software suite was unveiled in October 1994.

Since 1994, ImageWare has placed software in over 650 law enforcement agencies
around the country and internationally. Currently, there are over 100
departments using either XImage or ImageWare mug photo systems, with more coming
on-line every day.

2. TECHNICAL SPECIFICATIONS
------------------------------------------------------------------------------
(IWS ANSWERS IN BOLD/ITALICS)

<TABLE>
<S> <C>
1. The base system is in production for at least one customer site. Y

2. The system can be live in production prior to 1/1/2000. Y

3. The system is fully operational and functional for all system dates
prior to, on, and after 1/1/2000. Y

4. Source code for the current and all future releases of the source
code will be provided to the County or deposited into a third-party
escrow account. Y

5. Utilize one of the following industry-standard Database Management
Systems: Oracle, Informix or SQL Server. Y

ImageWare Software, Inc. 9 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

<PAGE>

CONFIDENTIAL BID REQUEST 04/01/99
Kitsap County Digital Mug System

CURRENTLY CCS IS AVAILABLE ON SYBASE OR SQL DATABASE SYSTEMS. AN
ORACLE SOLUTION MAY BE AVAILABLE IN THE SUMMER OF 1999, HOWEVER,
A DECISION ON IT'S AVAILABILITY CANNOT BE MADE UNTIL LATE APRIL
OF 1999.

6. Utilize standard Microsoft Windows style client GUI interface. Y

7. Allow a user to have many windows within the Mug Shot system open on
the desktop at once, including search results, lineups, details about
an individual, details about an incident, etc. Y

8. Allow multiple users to perform add, inquiry and update tasks
simultaneously (not in same record). Y

9. Allow system access to specifically defined users only. Y

10. Assign record access permissions at the following
levels for a specific user:
a. Inquiry capability Y
b. Add capability Y
c. Modify capability Y
d. One-at-a-time delete capability Y
e. Mass purge capability Y
f. Print capability Y

11. Assign record permissions on the basis of the category of record,
ie., a user might be able to modify booking data, but not data
related to crime investigations. Y

PERMISSIONS ARE DEFINED IN FOUR MAIN CATEGORIES: CREATE, EDIT,
APPEND, AND VIEW. CREATE ALLOWS THE USER TO CREATE A NEW
RECORD. EDIT ALLOWS THE USER TO EDIT ANY AND EVERY FIELD IN AN
ALREADY CREATED RECORD. APPEND ALLOWS THE USER TO ADD TO AN
EXISTING RECORD, BUT NOT EDIT DATA THAT HAS BEEN ENTERED
PREVIOUSLY. VIEW ALLOWS THE USER TO VIEW ALL PORTIONS OF THE
RECORD BUT NOT EDIT OR CREATE.

12. Restrict access to juvenile records. Y

13. Restrict access to specific user-defined "sensitive" records,
such as photos and data related to investigations. N

CURRENTY, THE ANSWER IS NO, HOWEVER, THIS IS A PLANNED UPDATE
TO EXISTING SYSTEMS.

14. System response time for retrieval and update no longer then
3 seconds. (The County will have CAT 5 wiring in place in 1999.
There is switch 10 Mbit to the desktop.) Y

15. Organize all information for a particular individual under a single
master record. Y
</TABLE>

ImageWare Software, Inc. 10 Phone 619-673-8600
10883 Thornmint Rd. Pax 619-673-1770
San Diego, CA 92127

<PAGE>

CONFIDENTIAL BID REQUEST 04/01/99
Kitsap County Digital Mug System

16. Associate the following to the photo:
<TABLE>
<CAPTION>
Pick List Exact Match Partial Key
<S> <C> <C> <C>
a. Name Y Y
------------------------------------------------------------------------------
b. Aliases Y Y
------------------------------------------------------------------------------
c. Next of Kin, Address & Phone
------------------------------------------------------------------------------
d. Residential Address & Phone Y Y Y
------------------------------------------------------------------------------
e. Business Address & Phone
------------------------------------------------------------------------------
f. Date of Birth Y Y Y
------------------------------------------------------------------------------
g. Place of Birth Y
------------------------------------------------------------------------------
h. Citizenship Y
------------------------------------------------------------------------------
i. Age Y Y Y
------------------------------------------------------------------------------
j. Height Y Y Y
------------------------------------------------------------------------------
k. Weight Y Y Y
------------------------------------------------------------------------------
l. Sex Y Y Y
------------------------------------------------------------------------------
m. Build
------------------------------------------------------------------------------
n. Race Y Y Y
------------------------------------------------------------------------------
o. Apparent Race
------------------------------------------------------------------------------
p. Complexion Y Y
------------------------------------------------------------------------------
q. Eye Color Y Y
------------------------------------------------------------------------------
r. Eye Defects
------------------------------------------------------------------------------
s. Deafness
------------------------------------------------------------------------------
t. Hair Color Y Y
------------------------------------------------------------------------------
u. Hair Characteristics Y Y
------------------------------------------------------------------------------
v. Facial Abnormalities Y Y
------------------------------------------------------------------------------
w. Facial Hair Features Y Y
------------------------------------------------------------------------------
x. Teeth Characteristics
------------------------------------------------------------------------------
y. Wears glasses? Y Y
------------------------------------------------------------------------------
z. Scars, Marks & Tattoos Y Y Y
------------------------------------------------------------------------------
aa. Pierced Ears Y Y
------------------------------------------------------------------------------
bb. Body Piercings Y Y
------------------------------------------------------------------------------
cc. Left or Right Handed
------------------------------------------------------------------------------
dd. Speech Abnormalities Y Y
------------------------------------------------------------------------------
ee. Disabilities
------------------------------------------------------------------------------
ff. Physical Traits
------------------------------------------------------------------------------
gg Physical Health Concerns
------------------------------------------------------------------------------
hh. Mental Health Concerns
------------------------------------------------------------------------------
ii. Marital Status
------------------------------------------------------------------------------
jj. Occupation
------------------------------------------------------------------------------
kk. Employer
------------------------------------------------------------------------------
ll. Gang Affiliation Y Y
------------------------------------------------------------------------------
mm. Juvenile Status Y Y
------------------------------------------------------------------------------
nn. Registered Sex Offender Status Y Y
------------------------------------------------------------------------------
00. Drivers License Number Y Y
------------------------------------------------------------------------------
pp. State Drivers License Issued Y Y

ImageWare Software, Inc. 11 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

<PAGE>

CONFIDENTIAL BID REQUEST 04/01/99
Kitsap County Digital Mug System

qq. Drivers License Expiration Year Y Y
------------------------------------------------------------------------------
rr. Inmate Booking Number Y Y Y
------------------------------------------------------------------------------
ss. Arrest Number Y Y
------------------------------------------------------------------------------
tt. Criminal Master Number Y Y
------------------------------------------------------------------------------
uu. Social Security Number Y Y
------------------------------------------------------------------------------
Washington State Process Control Y Y
------------------------------------------------------------------------------
vv. Number (PCN) Y Y
------------------------------------------------------------------------------
ww. Washington State Identification (SID) Y Y
------------------------------------------------------------------------------
xx. Miscellaneous ID Number Y Y
------------------------------------------------------------------------------
yy. Federal Bureau Number Y Y
------------------------------------------------------------------------------
zz. Incident Report Number Y Y
</TABLE>

<TABLE>
<S> <C>
17. Provide "soundex" search capability for the following fields, where a value
can be retrieved based on the way it sounds rather than by the actual
spelling:
a. Name Y
b. Aliases Y
c. Next of kin N
d. Street names Y

18. Allow search parameters on the user's search window to be combined, for
example, to search a given first name AND race and a certain tattoo. Y

19. Allow search results to be saved for later review. Y

20. Include a count of the number of records that match the query criteria
along with the search results. Y

21. Allow ranges of search criteria to be specified on the user's search
window, for example, to search a given age range and height range AND
weight range. Y

22. Allow default range preferences to be configured so that a user can
enter a specific height and weight, and the system will automatically
search a height range "-plus or minus" a specific number of inches,
and a weight range "plus or minus" a specific number of pounds. N

THE DEFAULT TOLERANCE IS ZERO.

23. At the time of a new booking, the booking officer can select a
previous booking for the current inmate and the system will
automatically carry that information over into the new booking,
in order to avoid re-entering characteristics that have already been
entered before. Then the booking officer can make any modifications
that are necessary for the new booking. N

CURRENTLY NO. ALL RECORDS WILL BE GENERATED FROM WITHIN THE RMS HOWEVER
AND WILL POPULATE CCS FIELD. THERE SHOULDN'T BE ANY DUPLICATE ENTRY IN
THAT SENSE.

24. Takes front and side photographs. Y

25. Live images may be captured and previewed on the screen before taking
the photograph. Y

ImageWare Software, Inc. 12 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

<PAGE>

CONFIDENTIAL BID REQUEST 04/01/99
Kitsap County Digital Mug System

26. Image replacement is immediate if necessary. Y

27. Accept and catalog scanned mug shot photographs. Y

28. Accept and catalog scanned photographs of crime scenes, evidence,
graffiti, etc. Y

29. Accept and catalog photos from a digital camera. Y

30. Provide capability to display just photo, or photo and data. Y

31. Provide image enhancement capabilities, adding to or taking away
from the image. Y

IWS IS PROVIDING A FREE COPY OF CRIME LAB SOFTWARE THAT WILL PROVIDE
THIS CAPABILITY

32. Display more than one image at one time on the screen. Y

33. Display ALL the photos for a person at the same time. Y

34. Produce automatic lineups using all photos that match given
search criteria. Y

35. Produce custom lineups by selecting photos one-at-a-time, retrieved
individually by name, physical characteristic, etc. Y

36. Allow an unlimited number of photos in a lineup. Y

37. Allow lineups to be created by dragging photos retrieved by various
searches in various windows, into the current lineup window. Y

38. Allow user to return to results of original search after selecting
candidates for a line-up. Y

39. Allow photos in a lineup to be deleted, re-arranged, and added,
without starting over. Y

40. Allow photos in a lineup to be moved to any position in the lineup
simply by dragging them into place. Y

41. Provide a way for the photos in a lineup to be randomly re-arranged. Y

42. Display detail information about a photo in a lineup by clicking on it. Y

43. Allow multiple lineups to be saved with a criminal's record. Y

44. Allow multiple lineups to be saved by incident, if there is no suspect. Y

45. Provide a function that will allow witness viewing of a lineup on-line,
without identifying information. Y

46. Allow a witness to step through a line-up, going forward and
backward, at their own discretion. N

CURRENTLY THIS IS NOT A FEATURE OF CCS, HOWEVER IT IS A PLANNED FREE UPDATE.

ImageWare Software, Inc. 13 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

<PAGE>

CONFIDENTIAL BID REQUEST 04/01/99
Kitsap County Digital Mug System

47. Capture each action a witness takes to review the lineup, so that
the viewing can be recreated by the system later on. N

THE AUDIT TRAIL SAVES THE FACT THAT A LINEUP WAS CREATED, BY WHOM
AND WHEN, BUT IT DOES NOT SAVE THE PROCESS THAT IT TOOK TO CREATE
THE LINE-UP. THE USER CAN ALSO SAVE THE LINEUP ITSELF.

48. Allow a witness to enter some response and/or comments to the photos
that's saved by the system. N

49. Allow the option of a witness eliminating photos from a lineup viewing
session. Y

50. Provide security so that a witness viewing a line-up cannot access the
rest of the system. Y

51. Supply the following canned outputs:

a. Booking report STANDARD
b. Transport form SEE BELOW
c. Front profile STANDARD
d. Front/front profile STANDARD
e. Subject profile STANDARD
f. Wanted poster STANDARD
g. Sex Offender form SEE BELOW
h. Sex Offender bulletin SEE BELOW
i. Sex Offender registration SEE BELOW
j. Employee ID cards STANDARD

CURRENTLY, CCS SHIPS WITH 7 STANDARD PRINT FORMATS. MINOR CHANGES
MAY BE MADE TO THESE FORMATS AT NO CHARGE. IF ADDITIONAL FORMATS
ARE REQUIRED, IWS WILL CREATE THEM FOR $500 EACH. IF IT IS JUST A
CHANGE TO ONE OF THE 7 STANDARD FORMATS THEN IT WILL COST $250
MAXIMUM. THIS PROPOSAL ALSO INCLUDES AN ADDITIONAL 4 PRINT FORMATS
AS OUTLINED IN EXHIBIT A.

52. Provide an audit trail of each instance of a printed Booking report. Y

53. Allow option to select photo "with" or "without" glasses for the
Booking report. N

CURRENTLY THIS IS NOT A FEATURE OF CCS, HOWEVER, IT IS A PLANNED
NO COST UPDATE.

54. Print lineups, giving the user the option of number of photos per page. N

CURRENTLY CCS CREATES LINE-UPS WITH 6 PHOTOS. IT IS PLANNED THAT
THE USER WILL BE ABLE TO CREATE USER SPECIFIED PHOTO NUMBER LINEUPS.

55. Print lineups, giving the user the option of what name and/or
description information to print with the photos, if any. Y

56. Allow user to easily create ad hoc reports on demand, selecting
specific data elements, and displaying and summarizing them as desired. Y

57. Allow user to view report via print preview capability prior to
printing canned or ad-hoc reports. Y

ImageWare Software, Inc. 14 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

<PAGE>

CONFIDENTIAL BID REQUEST 04/01/99
Kitsap County Digital Mug System

58. Ability to request print from one location and print in another. Y

59. Print to industry standard black a white and color printers on
industry standard copier paper. Y

60. Provide the ability to easily download text and image data from the
Mug Shot system to Microsoft Office software. N

CCS CURRENTLY EXPORTS STANDARD JPG PHOTOS. CCS HAS THE CAPABILITY OF
EXPORTING TEXT HOWEVER, IT IS NOT A STANDARD FEATURE.

61. Provide the ability to export a JPEG-formatted image for easy import
into an Internet web page. Y

62. Provide easy review and deletion of prior, old, similar-looking
booking photos for a criminal, assuming the user has appropriate
security. Y

63. Allow the results of any search query to be turned into a purge
process, assuming the user has appropriate security. Y

64. Provide an audit trail that can be viewed or printed of who created
and last modified every record, along with date & time stamps. Y

65. Provide an audit trail that can be viewed or printed of who created
and last modified every lineup, along with date & time stamps. Y

66. Provide a mechanism such as data base logging that will allow full
recovery of user data between the time of system failure and the last
system backup. Y

67. Permit booking from the local workstation during a network/server
failure, then update the server later when normal service resumes. Y

68. Photo images may be transmitted by dial-up modem or wide area network. Y

69. Photo images may be attached to an e-mail message. (Novell
Groupwise 5.2) Y

70. Photo images may be faxed directly from the workstation.
(Cheyenne FAXserve 5.0) Y

71. Provide an on-line help facility easily accessible from within the
client software V-/ that allows the user to get information about
the screen or features currently in use. Y

72. Provide at least one copy of the following System Documentation:
a. An overview of the system.
b. A description of the controls and security designed into the
system.
c. A description of the hardware and software requirements for
processing.

SEE EXECUTIVE SUMMARY

73. Provide two copies of the following User Documentation:
a. An overview of the system.

</TABLE>

ImageWare Software, Inc. 15 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

<PAGE>

CONFIDENTIAL BID REQUEST 04/01/99
Kitsap County Digital Mug System

SEE EXECUTIVE SUMMARY

b. A description of the controls and security designed into the
system.

SEE EXECUTIVE SUMMARY

C. Samples of all screens.

INCLUDED WITH PROPOSAL

d. Samples of all reports.

THE COUNTY HAS IN POSSESION A SAMPLE OF ALL CCS REPORTS

e. Instructions for logging on and off.

ALL IWS SOFTWARE IS PASSWORD PROTECTED. SIMPLY ENTER USER ID AND PASSWORD
AND THE USER WILL HAVE AUTHORIZATION RIGHTS BASED ON WHAT THE SYSTEM
ADMINISTRATOR HAS ASSIGNED.

f. Instructions for data entry.

MOST OF THE ORIGINAL DATA WILL BE TRANSFERRED FROM THE RMS. ADDITIONAL DATA
IS SIMPLY TYPED IN. DROP DOWN MENUS AND TABS ARE USED TO MENUEVER AROUND THE
SYSTEM.

g. A list of error messages and solutions.

IT IS NOT POSSIBLE TO PROVIDE A LIST OF ERROR MESSAGES, HOWEVER THEY ARE A
FEATURE OF CCS.

h. Recovery procedures if an on-line session is interrupted.

74. Convert the estimated 60,000 name records and 165,000 images in
the current database. PLEASE ITEMIZE THIS COST SEPARATELY ON THE QUOTE.

SEE EXHIBIT A

75. Provide an interface to the County's JMS/RMS. PLEASE ITEMIZE THESE COSTS
SEPARATELY ON THE QUOTE.

a. Provide a link to the County's JMS system to eliminate duplicate entry of
an ininate's name, date of birth, physical characteristics, etc. into both
the JMS and Mug Shot system. A booking officer would enter the information
into one of the systems and it would be automatically loaded into the other.
The County has no preference as to whether the JMS feeds the Mug Shot
system, or vice versa.

SEE EXECUTIVE SUMMARY AND EXHIBIT A

b. Provide a link to the County's RMS system to allow a photo image to be
retrieved and displayed from within the RMS.

SEE EXECUTIVE SUMMARY AND EXHIBIT A

ImageWareSoftware, Inc 16 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

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CONFIDENTIAL BID REQUEST 04/01/99
Kitsap County Digital Mug System

c. Provide a link to the County's JMS system that would update the "mug taken"
indicator and "mug taken" date in the JMS.

SEE EXECUTIVE SUMMARY AND EXHIBIT A

d. Allow local police agencies sharing the County's RMS system to also benefit
from the increased functionality due to the interface with the Mug Shot
system.

LOCAL AGENCIES WILL BE ABLE TO TAKE FULL ADVANTAGE OF ALL INTERFACES. IN
ADDITION, THEY CAN SIMPLY PURCHASE CCS INVESTIGATIVE SOFTWARE IN ORDER TO
COMPLETELY SEARCH ALL RECORDS.

76. Allow the Mug Shot system to be accessible from remote sites via the
County's existing T1WAN, with system response at a level acceptable in
common business applications. Please include a comment discussing the
vendor's experience running from remote sites over T1 and what level of
performance can be expected.

ANYONE ON THE NETWORK MAY ACCESS CCS IMAGES AND DATA. CCS INVESTIGATIVE
SOFTWARE RUNS ON STANDARD PC PLATFORMS. CCS SOFTWARE MAY BE PURCHASED AT ANY
TIME AS OUTLINED IN EXHIBIT A.

77. Include the following minimum system configuration:
a. A file server, OS & DBMS

OUR SOLUTION INCLUDES AN IBM NETFINITY SERVER RUNNING WINDOWS NT 4.0
AND EITHER SQL SERVER OR ORACLE DATABASE MANAGEMENT SOFTWARE.

b. A camera with auto focus, and instant retake capabilities and any
required camera mount and lighting

THE CAMERA SUB-SYSTEM MEETS ALL OF THESE REQUIREMENTS AS WELL AS ANSI/NIST
STANDARDS.

c. Licensing for one workstation with image capture and scanning capabilities

THIS REQUIREMENT WILL BE MET. SEE EXHIBIT A

d. Licensing for two workstations with image viewing and reporting
capabilities. One of the workstations will be located at the Silverdale
Precinct Office, currently connected to the County's WAN via a T1 link.

THIS REQUIREMENT WILL BE MET. SEE EXHIBIT A

78. Include the following system configuration OPTIONS: PLEASE ITEMIZE THESE
COSTS SEPARATELY ON THE QUOTE:

a. Licensing for one additional workstation with image capture
capabilities in the Adult Correctional Facility.
b. Licensing for one additional workstation with image capture
capabilities in the Juvenile Detention Facility, currently connected
to the County's WAN via a T I link.
C. Licensing for 1-19 additional workstations with image viewing and
reporting capabilities. One of the workstations would be located at
the Silverdale Precinct Office and one at the Kingston Substation,
both currently connected to the County's WAN via a T I link.

ImageWare Software, Inc 17 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

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CONFIDENTIAL BID REQUEST 04/01/99
Kitsap County Digital Mug System

d. Licensing for 1-6 additional workstations with image capture
capabilities for local city and tribal police agencies at various
remote locations throughout the county, all assuming a connection to
the County WAN via a T I link.
e. In lieu of the local agencies having capture capability, include
licensing for 1-6 additional workstations with image viewing and
reporting capabilities only for the local police agencies.

ALL PRICING IS INCLUDED IN EXHIBIT A

79. If a non-proprietary file server is proposed, include the following:
a. COMPAQ hardware
b. RAID 5 drive array
c. Redundant power supplies
d. UPS
e. Redundant NICs

IWS TYPICALLY SPECIFIES IBM HARDWARE AS IT IS WHAT WE DEVELOP ON, TEST ON
AND TRUST. DIFFERENT MANUFACTURERS MAY BE UTILIZED PROVIDED THEY MEET OUR
REQUIREMENTS.

80. If a Local Area Network is proposed, incorporate an Ethernet 10/100BASE-T
topology.

THIS REQUIREMENT WILL BE MET.

81. If the Novell Netware operating system is proposed, it must run
Version 4.11 or above.

N/A

82. If the Windows-NT Netware operating system is proposed, it must run
Version 4.0 or above.

THIS REQUIREMENT WILL BE MET.

83. Include enough disc space to retain the estimated 165,000 images and 60,000
name records currently in the database, plus an equal number of images and
name records anticipated in the next five years.

THIS REQUIREMENT WILL BE MET.

84. The Image equipment must be according to the Cal-Photo and JPEG
Standards/Joint Photographic Experts Group, for compression ratio,
algorithms and image quality.

THIS REQUIREMENT WILL BE MET.

85. Provide a mechanism that will backup the entire system while users are fully
functional on the system.

THIS REQUIREMENT WILL BE MET.

86. Include the recommended technical specifications for the following industry
standard equipment compatible with the system:
a. Image capture and scanning workstation
b. Image viewing and reporting workstation
c. Color printer for lineups with standard paper
d. Black & white printer for reports

ImageWare Software, Inc 18 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

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CONFIDENTIAL BID REQUEST 04/01/99
Kitsap County Digital Mug System

e. Photo quality printer with finishing
f. Scanner
g. Digital camera

RECOMMENDED HARDWARE SPECIFICATIONS CAN BE FOUND WITHIN THE COST PROPOSAL
(EXHIBIT A) ANY PRINTER THAT HAS AN NT PRINT DRIVER MAY BE UTILIZED. THE
QUALITY OF PRINTER IS DEPENDENT ON THE COUNTY'S NEEDS. IMAGEWARE SELLS A
WIDE RANGE OF PRINTERS FROM INKJET TO DYE-SUB. ANY PERIPHERAL THAT IS TWAIN
COMPLIANT MAY BE UTILIZED. THE QUALITY OF THE PRINTERS AND SCANNERS SHOULD
BE DISCUSSED FURTHER.

ImageWare Software, Inc 19 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127
<PAGE>

CONFIDENTIAL BID R-EQUEST 04/01/99
Kitsap County Digital Mug System

3. EXPERIENCE & REFERENCES

ImageWare Software, Inc. has proven its ability to successfully complete
projects of the size and magnitude as the Kitsap County system, with the
state-wide implementation in the state of Arizona. ImageWare is committed to the
law enforcement industry, and to providing tools for the quick resolution of
crime. This is evident by the development of the C.R.I.M.E.S.-Registered
Trademark- suite of modules. C.R.I.M.E.S. is designed to be a tool kit of
software for law enforcement to use in the quick, effective, and safe resolution
of crime cases.

C.R.I.M.E.S. SUITE OF LAW ENFORCEMENT PRODUCTS

C.R.I.M.E.S. is a modular family of affordable, easy-to-use software
applications that aid law enforcement with the criminal investigative process.
Currently there are five Windows-TM- based C.R.I.M.E.S. modules; Suspect ID,
Crime Lab, Vehicle ID, Face ID and the Crime Capture System. Over the next two
years, ImageWare plans to add additional modules to the C.R.I.M.E.S. software
family. Included will be videotape enhancement, face aging, crime scene
diagramming, forgery analysis and evidence storage. The multiple module system
is fully integrated so information entered into one module is reflected in all
others, thus eliminating the time and expense required to interface programs
designed by different software companies.

SUSPECT ID-Registered Trademark-
Suspect ID is the composite module of the C.R.I.M.E.S. software family.
Using an online cognitive interview process, officers, witnesses and victims
can accurately create full color, photo-realistic suspect composites within
minutes. The digital composites are constructed from catalogs of facial
features. The catalogs are comprised of actual photographs, not hand drawn
sketches, so composites from Suspect ID look like people, not like pencil
sketches.

The Suspect ID module was designed specifically for use by law
enforcement agencies. Even officers with little or no computer knowledge or
artistic talent can complete a suspect composite simply by pointing and clicking
with a mouse. Suspect ID is a standard PC-based software application that can be
installed on a laptop computer and taken into the field, allowing officers to
conduct interviews before the witnesses' and victims' memories fade. For rapid
identification, officers can distribute completed composites within minutes via
radio, fax or e-mail.

CRIME LAB-Registered Trademark-
The second module of the C.R.I.M.E.S. family, Crime Lab, is a
sophisticated image enhancement and editing program used to fulfill a host of
investigative imaging needs such as updating old photos, creating
non-prejudicial line-ups, removing distracting backgrounds and enhancing
surveillance videos.

ImageWare Software, Inc 20 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

<PAGE>

CONFIDENTIAL BID REQUEST 04/01/99
Kitsap County Digital Mug System

VEHICLE ID-TM-
Vehicle ID is a revolutionary photo-based software program that
helps officers quickly identify and disseminate vehicle information for the
purpose of locating a stolen car or a vehicle involved in a crime. Vehicle
ID's comprehensive database of over 1,000 vehicles can be searched by
features, description, or VIN (Vehicle Identification Number). To ensure a
more accurate identification, vehicles matching the query description can be
viewed from front, rear, side or three quarter angles. The program also
includes a custom paint shop for depicting the exact color of the vehicle. A
color copy of the suspect vehicle can then be produced and immediately
broadcast, printed or faxed to officers in the field to quickly apprehend
suspected criminals.

Information from NICB's (National Insurance Crime Bureau) VINassist-TM-
program has been incorporated into Vehicle ID, enabling officers to obtain
images of vehicles based on VIN translation codes. This feature helps officers
identify stolen vehicles in cases of switched VINs.

FACE ID-TM-
Face ID is a state-of-the-art facial recognition and retrieval program
that helps officers positively identify both unknown suspects and criminals with
multiple aliases. Suspect images that have been captured on a surveillance
video, suspect composite or photograph can be searched against any digital
database of faces. This powerful investigative tool can also be used at the time
of booking to immediately identify criminals with multiple aliases. In addition,
the program's face averaging capability allows a witness to search for a suspect
by "averaging" those photos that have features similar to those of the actual
suspect. Rather than having a witness look through a database one photo at a
time, the detective can utilize the face averaging capability to dramatically
speed up the identification process.

CRIME CAPTURE SYSTEM-TM-
Crime Capture System is a flexible, easy-to-use, and affordable digital
imaging solution for automated capture, storage and retrieval of booking images
and related information. The Crime Capture System utilizes off-the-shelf
hardware that complies with open industry standards and easily integrates with
an agency's records or AFIS system (Automated Fingerprint Identification
System). Utilizing client/server architecture, the Crime Capture System can
operate on an array of systems ranging from a stand-alone PC to a wide area
network.

ImageWare Software, Inc 21 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

<PAGE>

CONFIDENTIAL BID REQUEST 04/01/99
Kitsap County Digital Mug System

IWS has installed investigative software in more than 650 departments
throughout the country whose needs are similar, if not exact to those of
Kitsap County. All of the following receive 24 hour customer support with
four hour on-site response time.

ARIZONA DEPARTMENT OF PUBLIC SAFETY

DESCRIPTION OF INSTALLED SYSTEM AND ITS FEATURES:
Central Server is IBM Netfinity server, dual host cluster, with automatic
fail-over in case of one system failure. Shared disk array with RAID level 5
implemented. 15 county intake facilities, with both capture and investigative
Crime Capture System workstations. 2 additional sites at county court
facilities. Features include an interface with the Identix live-scan device,
taking all demographic data, creating the record and populating the data
fields, making the image capture portion the only step required by the
operator. All information and images are immediately available for all other
investigative workstations on the network. Arizona DPS has also recently
issued a purchase order for the addition of Face ID-TM- to be added to the
central server. Each county can then purchase the client software and conduct
facial recognition searches using images or composites produced by
Suspect ID-TM-. Crime Lab-TM-was also included in each investigative
workstation.

FACT SHEET
The State of Arizona in an effort to consolidate images and booking information,
has contracted with ImageWare Software, Inc. to install a statewide digital
mugshot repository called Mug Photo Interface (MPI). In those locations that are
part of the system, the booking process begins at the Identix livescan station
where an operator captures the suspect's fingerprints and enters required
demographic and biographical information. Once the information is entered into
the livescan system, the data automatically transfers to the MPI system via a
common linking number. At the MPI capture station, additional mandatory
information is recorded, and digital images of the suspect are taken. Upon
completion of a record, the information is immediately transmitted via the
AZAFIS network to a central repository housed at the Department of Public
Safety. At this point, the data is readily available for searching purposes by
any agency in the state which has access to the database.

An ImageWare supplied investigative station is used to perform several
functions including quick and advanced searches for querying the database,
mugbook searches and views for witness identification of a suspect, line-ups,
and in the near future, facial recognition which is used to identify unknown
suspects and criminals.

ImageWare Software, Inc 22 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

<PAGE>

CONFIDENTIAL BID REQUEST 04/01/99
Kitsap County Digital Mug System

ARIZONA MPI TECHNICAL BREAK DOWN

Initial Number of Capture Stations: 17
Initial Number of Investigative Stations: 17
Approximate Number of Bookings Per Year: 350,000

HARDWARE
Central Site: 2 IBM Netfinity Servers running in a clustered environment and
sharing a RAID level 5 array of 82 GB for database storage. Each server has 4
Pentium Pro Processors, 1 GB of RAM memory and 13 GB of internal system disk
space. The system drives are mirrored. If the active server fails to reset a
heartbeat, the failover takes place automatically, and the drive array fails
over to the control of the now active server. There is dial in capability for
diagnostic purposes. The operating system is Windows NT Server 4.0 Enterprise
Edition with Microsoft Cluster Server.

Capture & Investigative Stations: Each Investigative Station is an IBM 300XL
PC with 64MB RAM and 6.1 GB of hard disk storage. The capture camera is a
Pulnix TMC-73M with a Computar zoom lens. The camera and lens are mounted on
a Hitachi pan and tilt device. The capture card is an Integral Technology
MV-Pro. The camera is mounted on it's side to accommodate the NIST Best
Practice Recommendations and proprietary software does a rotation of the
video live feed before it is displayed by the graphics card. Printing and
scanning take place on an Epson Stylus 800 printer and an Epson 636
Expressions scanner (SCSI connection). The operating system is Windows NT
Workstation 4.0. Each capture and investigative station is connected to the
central servers via a wide area network utilizing Ethernet and TCP/IP
protocol. Each station runs client software that connects to the central
server's database.

ImageWare Software, Inc 23 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

<PAGE>

CONFIDENTIAL BID REQUEST 04/01/99
Kitsap County Digital Mug System

FOR IMMEDIATE RELEASE
ARIZONA DEPARTMENT OF PUBLIC SAFETY AWARDS STATEWIDE MUG PHOTO INTERFACE
CONTRACT TO IMAGEWARE SOFTWARE, INC.

IMAGEWARE'S CRIME CAPTURE SYSTEM-TM- TO HELP ARIZONA LAW ENFORCEMENT
AGENCIES APPREHEND CRIMINALS.

San Diego, California - January 15, 1998 - After an extensive
evaluation process, the State of Arizona announced Wednesday that they had
awarded the Arizona Statewide Digital Mug Photo Interface Contract to
ImageWare Software, Inc. The contract is expected to exceed one million
dollars and is the first contract of its kind to be awarded for a statewide
mugshot system. "We are very pleased to provide Arizona law enforcement with
a complete solution for their mug photo needs," says Jim Miller, President
and CEO of ImageWare Software, Inc.. "We feel the Crime Capture System will
provide a quantum leap forward for the State."

Under the terms of the contract, the State of Arizona will utilize
ImageWare's Crime Capture System (CCS), a state-of-the-art digital booking,
identification and retrieval program. The main CCS database will be housed at
the Arizona Department of Public Safety. Seventeen sites will be capable of
capturing mugshots, SMT (scars, marks, and tattoos) photos, and descriptive
data for each suspect they arrest. Each remote site will also receive an
investigative workstation capable of searching and viewing the mugshot
database and creating photo line-ups. Once information is entered into the
remote database, the central repository is immediately updated allowing all
agencies access to the most recent information. Officers and Detectives will
no longer have to spend hundreds of hours searching through file cabinets of
photographs to identify a suspect or generate a photo line-up, instead they
will use CCS's central repository and systematically search the digital
database of images for similarities between suspects, thus speeding up case
processing. The new CCS system will also interface directly with the existing
Arizona Automated Fingerprint Identification System (AZAFIS) network.

The State of Arizona and ImageWare have agreed to an aggressive
implementation schedule which will have the system fully operational by June
1998. Once the first phase is complete, there are plans to move forward with
the implementation of additional C.R.I.M.E.S.-TM- modules including: Suspect
ID-Registered Trademark- (a composite program), Crime Lab-Registered
Trademark- (an image enhancement and edit program), Vehicle ID-TM- (a vehicle
identification program), and what Ben Armstrong, the Lead Business Analyst
with the Maricopa County Sheriff's Office considers, "one of the most
promising law enforcement tools," Face ID-TM- (a facial recognition program).
All of these modules combined will create a fully integrated law enforcement
solution for the State of Arizona.

San Diego-based ImageWare Software, Inc. is a leader and innovator
in PC-based digital imaging, with its primary focus on law enforcement
software. Through its growing family of C.R.I.M.E.S. software modules,
ImageWare is effectively assisting in the resolution of crime worldwide.
Currently, the five C.R.I.M.E.S. modules are being used by more than 500 law
enforcement agencies worldwide. ImageWare Software, Inc. is privately held.

ImageWare Software, Inc 24 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

<PAGE>

CONFIDENTIAL BID REQUEST 04/01/99
Kitsap County Digital Mug System

THE ARIZONA REPUBLIC

POLICE SING PRAISES OF NEW STATEWIDE MUG SHOT SYSTEM
Published on Saturday, September 12, 1998

Byline: By Judi Villa, The Arizona Republic

In seconds, a suspect's booking mug can be seen by law enforcement agencies
throughout the state. A few computer keystrokes, and a detective can have more
pictures than he'll ever need for a photographic lineup. And if there is no
suspect, that same detective can type in a physical description and get a list
of potential bad guys in no time.

Welcome to the Mug Photo Interface, a subsystem of the Arizona Automated
Fingerprint Identification System. MPI uses electronic imaging to capture mug
shot photos and transmit them immediately to a statewide image database operated
by the state Department of Public Safety. "It is going to revolutionize (police
work) just like fingerprints did," said Clyde Tess, a crime lab supervisor with
the Maricopa County Sheriff's Office. "It'll solve cases faster. It'll help in
identifying suspects faster. "If a suspect is entered into the database in
Phoenix then goes down to Tucson and commits a crime, the victim can identify
the suspect the same day. Before an agency would have to send a photo or fax it.
Faxes aren't always that good, and the mail takes a day or two.
This is instant."

The MPI system went online Thursday in 10 counties. The first booking mug was
entered by the Santa Cruz County Sheriff's Office in Nogales. "It's pretty
nice," said Ramon Villela, a detention officer in Nogales. "It's going to make
our jobs easier and faster, and the detectives are going to be able to do
lineups faster."

Arizona's program, funded by a grant from the Arizona Criminal Justice
Enhancement Fund, will be one of the most progressive in the country,
officials say. Although some cities, including San Diego and Boston, have
limited imaging databases, only Arkansas has a statewide system. And that one
collects information from only six sites. Seven more sites, including police
departments in Mesa, Tempe, Phoenix, Scottsdale and Glendale, will be added
to MPI by next summer. And by the end of this year, five sheriff's
departments that already have their own mug photo systems will be linked to
the statewide system. A few agencies, like the Chandler Police Department,
have purchased their own equipment to hook into the system.

"Here's a great thing," said Mark Hatcher, an identification supervisor for
the Mesa Police Department and chairman of the MPI Task Force. The task
force, a grass-roots effort with members from five police agencies in Arizona
has been working for two years to implement the technology. "This opens up
communication from Yuma County to Navajo County," Hatcher said.
"Geographically, they're at different ends of the state, but they can do a
search just like they were here at DPS."

ImageWare Software, Inc 25 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

<PAGE>

CONFIDENTIAL BID REQUEST 04/01/99
Kitsap County Digital Mug System

The system standardizes the way mug shots are taken and stored, sets up a "major
clearinghouse" for all photos and allows investigators anywhere in the state to
search for, retrieve and print out mugs and suspect information from virtually
anywhere in the state. It also can be used to create photo lineups and books of
mug shots for victims to look through. "Say a suspect does a robbery with a
mask, and he's got a tattoo on his arm," Villela said. "Detectives can take that
picture of that tattoo and scan it into the system, and it'll give you everybody
that has that tattoo." The system also is capable of tracking gang affiliations,
weapons and registered sex offenders.

ImageWare Software, Inc 26 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

<PAGE>

CONFIDENTIAL BID REQUEST 04/01/99
Kitsap County Digital Mug System

LOS ANGELES COUNTY, LAKEWOOD

ImageWare Software has great experience in the area of composite creation and
the identification of suspects using those composites. The most recent and
important news involves the facial recognition software, Face ID. This software
was created using algorithms developed from MIT research, which ImageWare has
the exclusive right to offer to the law enforcement industry. The software
describes a portion of the face of an individual mathematically, from the
eyebrows to the lips. This represents the majority of facial features used to
differentiate individuals and discounts such things as hair length and style,
eyeglasses, hats, and other adornments.

Face ID is presently installed at the Lakewood substation of the Los Angeles
Sheriff's Department, and was recently used to capture a carjacking suspect. The
victim gave a very accurate description to the Sheriff's Department, and a
composite was created using ImageWare's Suspect ID. This composite was used to
then search their mugshot database using Face ID. The returned search results
contained a suspect that the victim identified from a lineup. This search took
approximately 90 seconds to perform, and caused the identification and
apprehension of the suspect, and subsequently the District Attorney's office has
filed charges against the suspect. The press release of this incident follows,
along with a view of the composite and actual photo of the suspect.

FOR IMMEDIATE RELEASE
LOS ANGELES SHERIFF'S DEPARTMENT IDENTIFIES SUSPECT
WITH NEW HIGH-TECH CRIME FIGHTING SOFTWARE

DETECTIVES UTILIZE FACE ID-TM- FACIAL RECOGNITION SOFTWARE
TO ARREST CAR-JACKING AND BATTERY SUSPECT.

San Diego, California - November 3, 1997 - Just three days after installation
of their newest crime fighting weapon, detectives with the Los Angeles County
Sheriff's Department arrested a car jacking and battery suspect "that would
never had been identified without Face ID-TM- facial recognition software",
according to Sergeant Bill Conley of the Los Angeles Sheriff's Office. With
no leads, frustrated detectives had given up on the case weeks prior and
considered it dead until the installation of Face ID. Using a composite of
the suspect, detectives employed the facial recognition program to search
their digital mugshot database for possible matches. Within seconds the
automated search results displayed photos in rank order that were similar to
those of the composite. Detectives investigated the matches, created a
photo-line-up and two witnesses positively identified Eduardo Ochoa as the
suspect. Ochoa was arrested on October 30, 1997 and is being held in lieu of
$125,000 bail. Sergeant Conley was amazed and commented, "Face ID is one of
the most innovative breakthroughs in law enforcement technology."

ImageWare Software, Inc 27 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

<PAGE>

CONFIDENTIAL BID REQUEST 04/01/99
Kitsap County Digital Mug System

Face ID, one of the modules of the C.R.I.M.E.S.-Registered Trademark- suite of
integrated law enforcement programs developed by ImageWare Software, Inc., is a
state-of-the-art facial recognition and retrieval program. Now, investigators no
longer have to spend hundreds of hours trying to identify a suspect. Detectives
can take a suspect composite created in ImageWare's Suspect ID-TM- program,
and seamlessly export it to Face ID, which in turn will systematically search
any digital database of booking images to identify possible suspects. Similarly,
a suspect's image caught on a bank or convenience store surveillance video can
be run against a digital photo database for possible identification. With Face
ID, officers will be able to utilize this facial recognition technology at the
time of booking to immediately identify a criminal with multiple identities or
outstanding warrants.

San Diego-based ImageWare Software, Inc. is a leader and innovator in PC-based
digital imaging, with its primary focus on public sector and law enforcement
software. Through its growing family of modules, ImageWare is effectively
creating a fully integrated solution to assist in the resolution of crime
worldwide. Currently, the C.R.I.M.E.S. suite consists of five modules: Suspect
ID (facial composite module), Crime Lab-TM- (an image enhancement and edit
program), Vehicle ID-TM- (vehicle identification program), Face ID (facial
recognition application) and Crime Capture System (digital booking module) which
are being used by more than 500 law enforcement agencies worldwide. ImageWare
Software, Inc. is a privately held company.

ImageWare Software, Inc 28 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

<PAGE>

CONFIDENTIAL BID REQUEST 04/01/99
Kitsap County Digital Mug System

LOS ANGELES SHERIFF'S DEPARTMENT IDENTIFIES SUSPECT
WITH NEW HIGH-TECH CRIME FIGHTING SOFTWARE

San Diego, California - November 3, 1997 - Just three days after installation
of ImageWare's Face ID-TM-, the program proved itself to be the most
effective high-tech crime fighting software available. Using a composite of a
suspect, detectives employed Face ID to conduct an automated comparison search
and produced a number of photos which closely resembled the suspect in a car
jacking and battery case. Both the victim and witness positively identified
the suspect who was ranked highest in the comparison search.

[GRAPHIC]

"The suspect would never had been
identified without Face ID-TM- facial
recognition software".

-SERGEANT BILL CONLEY-
LOS ANGELES COUNTY SHERIFF'S
DEPARTMENT

ImageWare Software, Inc 29 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

<PAGE>

CONFIDENTIAL BID REQUEST 04/01/99
Kitsap County Digital Mug System

NEW YORK CITY POLICE DEPARTMENT

DESCRIPTION OF INSTALLED SYSTEM AND ITS FEATURES:
With over 400,000 bookings each year, the New York City Police Department is
the largest law enforcement agency in the world. The contract for booking
systems for the entire NYPD network clearly establishes XImage as the leading
company for mugshots. XImage was chosen for the high quality of the system,
the adaptability of the software with other technologies and its ability to
be scaled to the size of the project.

The New York City Police Department's booking system, spans 76 precincts in 5
boroughs, including 100 capture stations and redundant central servers. XImage
has a large customer support staff with 24 hours a day, 7 days a week
availability. The operating system is UNIX.

XImage worked as a subcontractor to the worldwide systems integrator, SAIC,
Science Applications International Corporation of McLean, VA. SAIC is an
established provider of computer and information solutions to governmental
agencies worldwide.

HENEPIN COUNTY SHERIFF'S OFFICE (MINNEAPOLIS)

DESCRIPTION OF INSTALLED SYSTEM AND ITS FEATURES:
This system is a UNIX installation with a single ImageBank server, but
servicing input and searching from 6 other agencies. There is also a Mail
Server within the system. There are a total of 18 workstation, 3 of which are
capture stations from within the Henepin County Sheriff's Office. The database
size is approximately 600,000 records at present. ImageWare has recently
received a purchase order from Henepin County to install Face ID-TM- on the
network. This will allow for the facial recognition of subjects, based on a
composite or image.

ImageWare Software, Inc 30 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

<PAGE>

CONFIDENTIAL BID REQUEST 04/01/99
Kitsap County Digital Mug System

IMAGEWARE EXPERIENCE & SUCCESS STORIES

ImageWare Software, Inc. has over 60 successful installations using the
ForceField technology. There are currently

- over 3 million arrestees that have been booked using ImageWare
systems throughout North America
- over 4 million images stored on ImageWare systems worldwide
- over 150,000 lineups that have been created on ImageWare systems
- over 100,000 people booked in the first 4 months of operation
using the New York City PD ImageWare system
- over 1 million images stored in the state of Florida on ImageWare
systems
- over 800,000 images stored in the state of Washington on ImageWare
systems &
- over 434,000 bookings stored on the Orange County, Florida
ImageWare system.

OTHER NOTABLE BOOKING INSTALLATIONS

- Las Vegas Metro PD (Partnered with PRC/Litton and NEC)
- Indianapolis PD
- King County (Seattle)
- Multnomah County (Portland)
- Sonoma County
- Orange County
- Clackamas County
- Marion County
- Yolo County
- Tacoma PD

ImageWare Software, Inc 31 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

<PAGE>

CONFIDENTIAL BID REQUEST 04/01/99
Kitsap County Digital Mug System

IMAGEWARE EXECUTIVES

S. JAMES MILLER, JR., CHAIRMAN & CEO
Mr. Miller came to ImageWare in 1990 after 11 years at Oak
Industries, Inc. Most recently a Senior Vice President for the publicly
traded company, Mr. Miller also served as Chief Legal Officer, Chief
Administrative Officer and President of the company's Far East manufacturing
subsidiaries. At Oak Industries, Mr. Miller's responsibilities included
business acquisitions, divestitures and financing. He also headed the
negotiation of technology licensing arrangements. Mr. Miller holds a J.D. in
Law (WITH HONORS) from the University of San Diego School of Law, and a B.A.
in History and Economics (SUMMA CUM LAUDE) from the University of California
at San Diego.

WAYNE G. WETHERELL, VICE PRESIDENT OF FINANCE & CFO
Prior to becoming ImageWare's Vice President of Finance and CFO, Mr.
Wetherell served in a similar capacity at Bilstein Corporation of America (a
subsidiary of the Krupp Group) for nearly five years. Before joining
Bilstein, he spent 10 years with Oak Industries, Inc., where he served in
various capacities, including Director of Finance and Director of Financial
Planning and Analysis. His responsibilities included management reporting,
financial and strategic planning, and business development. Mr. Wetherell
holds a M.S. in Finance and a B.S. in Management from San Diego State
University.

PAUL J. DEVERMANN, VICE PRESIDENT OF SALES & BUSINESS DEVELOPMENT
Prior to joining ImageWare in 1996, Mr. Devermann was the Managing
Director and Founding Partner of InTra-International Trade & Transactions, an
international consulting and trading company specializing in facilitating
business transactions between the U.S. and Japan. Prior to that, Mr.
Devermann held the position of Senior Vice President of the San Diego
Economic Development Corporation where he was responsible for marketing and
development from 1985 to 1990. Mr. Devermann spent the previous ten years
with Oak Communications in various capacities of sales, sales management,
marketing and business development positions. He holds a B.S. in Marketing
from Northern Illinois University and a M.B.A. from the University of Puget
Sound.

ImageWare Software, Inc 32 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

<PAGE>

CONFIDENTIAL BID REQUEST 04/01/99
Kitsap County Digital Mug System

KEY PROJECT STAFF

Project Coordinator: Erik Carlgren

Telephone Number: (619) 673-8600

FAX Number: (619) 673-1770

Name Years With Project Role
Company
-----------------------------------------------------------------------------
<S> <C> <C>
John Canepa 6 Software Developer

Renee Gutierrez 4 Documentation & Testing

Tracy Toettcher 6 Training Manager

Bill Ibbetson 6 Director of R&D

</TABLE>

Other staff will be identified after contract award.

ImageWare Software, Inc 33 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

<PAGE>

CONFIDENTIAL BID REQUEST 04/01/99
Kitsap County Digital Mug System

WILLIAM J. IBBETSON
3520 MISSION MESA WAY
SAN DIEGO, CA 92120
(619) 582-0830

==============================================================================

EMPLOYMENT IMAGEWARE SOFTWARE, INC., SAN DIEGO, CA
EXPERIENCE MARCH 1992 TO PRESENT

CHIEF TECHNICAL OFFICER
- Responsible for all technical aspects of the company.
- Direct technical solutions and industry positioning
of products.

MANAGER, RESEARCH AND DEVELOPMENT
- Manage software development team.
- Design software applications and utilities.
- Conduct new product feasibility studies.
- Analyze product/project costs and schedules.

PHOTO IMAGING SPECIALIST
- Develop patented imaging technology.
- Design digital image algorithms.
- Integrate imaging technologies into software
applications.

INDEPENDENT CONSULTANT, SAN DIEGO, CA
JUNE 1987 TO PRESENT

ADMIT 1 TECHNOLOGIES
- Designed and developed graphic based screensaver.
- Created animation and imaging for screensaver.

RESOURCE SUPPLY, INC.
- Designed accounts payable/receivable database
application.
- Created an Inventory Control System.

PUBLICATIONS - WROX PRESS - TECHNICAL EDITOR
Beginner's Guide to Visual C + +, January 1996
- VISUAL BASIC PROGRAMMER'S JOURNAL - CO-AUTHOR
Animation Techniques in VB, February 1996

ImageWare Software, Inc 34 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

<PAGE>
CONFIDENTIAL BID REQUEST 04/01/99
Kitsap County Digital Mug System

<TABLE>

<S> <C>
PATENTS - METHOD AND APPARATUS FOR THE ELECTRONIC TRANSMISSION
OF AN IMAGE FROM A PHOTO KIOSK - INVENTOR
Patent Pending
- IMAGEWARE'S PATENT PORTFOLIO - TECHNICAL LIAISON
U.S. Patent No. 5,345,313 - Image editing system
U.S. Patent No. 5,469,536 - Color masking system
U.S. Patent No. 5,577,179 - Object layering
U.S. Patent No. 5,343,386 - Electronically produced
postcards

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

SPECIALIZED - C/C + + PROGRAMMING
SKILLS - MICROSOFT FOUNDATION CLASSES (MFC)
- VISUAL BASIC PROGRAMMING
- RDBMS DESIGN, INTEGRATION AND MANAGEMENT
- DIGITAL PHOTO IMAGING MANIPULATION/ENHANCEMENT
- NOVELL/NT SERVER CONFIGURATION, CONNECTIVITY AND
ADMINISTRATION
- INTERNET/INTRANET APPLICATION DEVELOPMENT

EDUCATION COLEMAN COLLEGE COMPUTER ELECTRONICS TECHNOLOGY
GRADUATE 1992 1990-1992
HONORS - TOP 5% OF CLASS COMPUTER HARDWARE SPECIALIST
DEAN'S LIST - 3.947 GPA

ADDITIONAL TRAINING - NETSCAPE DEVELOPERS CONFERENCE
- MICROSOFT MFC DEVELOPERS CONFERENCE
- MICROSOFT INTERACTIVE MULTIMEDIA CONFERENCE

</TABLE>

ImageWare Software, Inc 35 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

<PAGE>

CONFIDENTIAL BID REQUEST 04/01/99
Kitsap County Digital Mug System

JOHN J. CANEPA

SENIOR SOFTWARE ENGINEER

SUMMARY OF EXPERIENCE

Five years experience in the imaging software industry. Senior developer for
windows based law enforcement applications. Designed user interface, database
search tools and data acquisition screens for digital booking and investigative
applications. Worked directly with the State of Arizona in design, development
and acceptance of the AZAFIS Mug Photo System.

EMPLOYMENT HISTORY

FEBRUARY 1993 TO PRESENT. SOFTWARE ENGINEER, IMAGEWARE SOFTWARE, INC.
Hired for quality assurance and software support. Moved into programming to
modify existing code for product updates. Experience using VB, C++, MFC,
ODBC, and SQL on Windows 3.1, Windows 95 and Windows NT. Developed data
acquisition applications for in house utilities. Designed algorithm to rotate
2D raster objects in 3D using OpenGL. Senior software engineer for the
development of the Crime Capture System (CCS). Experienced in developing user
interface, data entry and database query applications using ODBC and MFC.
Developed multithreaded Windows 95/NT law enforcement investigative
application for searching UNIX booking database.

OCTOBER 1991 TO NOVEMBER 1992. MARKETING MANAGER, DESIGN DRAFTING AND
ENGINEERING, INC.
Designed and maintained customer contact management software and database.
Managed direct marketing for the sales of CAD/CAM software.

EDUCATION

B.A. Applied Mathematics, University of California, San Diego, 1993

ImageWare Software, Inc 36 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

<PAGE>

CONFIDENTIAL BID REQUEST 04/01/99
Kitsap County Digital Mug System

RENEE GUTIERREZ

TECHNICAL DOCUMENTATION DEVELOPER

SUMMARY OF EXPERIENCE
Ms. Gutierrez has 8 years of experience in the computer software industry.
She has 7 years of documentation and user interface design experience with
extensive recent experience in the usability of law enforcement software.

EMPLOYMENT HISTORY

MAY 1995 TO PRESENT. IMAGEWARE SOFTWARE, INC.
- Create software user manuals, including research, writing, and design. Test
software for usability and develop hypertext On-line Help. Coordinate with
clients and R&D and Marketing departments to design print reports, user
interface and icons for all law enforcement applications.
- Responsible for all Webmaster duties, including design and creation of HTML
pages, graphics, photo-imaging, and Web conferencing maintenance.

NOVEMBER 1994 TO PRESENT. INDEPENDENT CONTRACTOR
- CASIO, INC. - Created software user manual and On-Line Help file for Windows
interface to the Casio B.O.S.S.
- ABACUS DATA SYSTEMS - Created software user manuals for Windows based
legal/attorney software.
- WINDOWS LINK, INC. - Created software user manual and On-Line Help file
for Windows interface to Royal and Sharp handheld organizers.
- PERSONAL RESOURCE SYSTEMS - Created software user manual and On-Line Help
file for Windows Time Management software.
- EAGLE INTERNATIONAL - Created software user manual and On-Line Help file
for Windows PIM.
- KINGSLEY MACHINE COMPANY - Created software user manual and On-Line Help
file for Windows desktop publishing program. In addition created manual for
foil stamping hardware.

NOVEMBER 1994 TO MAY 1995. STELLCOM TECHNOLOGIES
Independent Contractor. Worked as a contract Technical Writer and Quality
Assurance Engineer.
- EDITPRO CORPORATION - Created software user manual and On-Line Help
file for Windows program editor.
- INTUIT - Performed Quality Assurance testing on in-house Windows referral
program. Wrote training documentation and trained staff in use of the
Partners-TM- program.
- HORIZONS TECHNOLOGY, INC. - Created documentation for CD Rom Maps software
and LAN auditing software.

ImageWare Software, Inc 37 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

<PAGE>

CONFIDENTIAL BID REQUEST 04/01/99
Kitsap County Digital Mug System

JULY 1993 TO OCTOBER 1994. POLARIS SOFTWARE, INC.
- Manager, Information Development. Created software user manuals, including
research, writing, and design. Tested software for usability and developed
hypertext On-line Help. Coordinated with Usability, Development, and
Marketing departments on design and implementation.

MARCH 1991 TO JULY 1993. MIDRANGE COMPUTING
- Assistant Director Software Division. Coordinated all software sales,
technical support, and marketing. Senior technical writer of software
manuals. Administered technical support through diagnostics and
troubleshooting. Trained and supervised technical support and sales staffs.
- Assistant Manager, Business to Business Sales. Trained and supervised staff
in sales of technical manuals, software, and trade journal. Coordinated
trade shows and training seminars.

EDUCATION

B.A., English, University of Arizona, Tucson, AZ, 1985

ImageWare Software, Inc 38 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

<PAGE>

CONFIDENTIAL BID REQUEST 04/01/99
Kitsap County Digital Mug System

OTHER C.R.I.M.E.S. REFERENCES

<TABLE>

<S> <C> <C>
AZ DPS Cyndy Pellien 602-223-2401
Los Angeles SO Sgt. Bill Conley 562-866-9061
Corona PD CA Danny Verdugo 909-279-3642
Raynham PD MA Lou Pacheco 508-824-2727
Independence PD KS Harry Smith 316-332-1700
Little Rock PD AR Chuck Ray 501-371-4660
Long Island Railroad Police Kevin Farrell 718-558-3346
Naval Investigative Service Brandon Armstrong 619-556-1386
E. Providence PD RI Capt Broadmeadow 401-435-7626
San Diego PD CA David Cavanaugh 619-531-2623
San Diego SO CA Mark Kelly 619-258-3100
Monroe SO NY Jim Beikirch 716-428-5432
Placentia PD CA Matt Reynolds 714-993-8164
Austin PD TX Cheryl Bowne 512-480-5145
Visalia PD CA Det Sharon Brown 209-738-3235
Wilson County SO TN Lt Bob White 615-444-1459
San Bernardino SO CA Dep Karen Rice 909-387-8812
Los Angeles PD CA Det Tom Barnhart 818-756-8553
Bullhead City PD AZ Capt Rodney Head 520-763-9200
Arlington PD TX Det Pat Smith 817-459-5710
New York City Police Department Lt. Brian Griffin 212-374-5020
Clackamas County Sheriff's Office Joanne LeBreun 503-650-3155
Stanislaus County Sheriff's Office Gordon Brusso 209-525-7279
Santa Ana Police Department Lt. George Saadeh 714-245-8410
Henepin County Sheriff's Dept Sheryl Loose 612-348-9648

</TABLE>

ImageWare Software, Inc 39 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

<PAGE>

CONFIDENTIAL BID REQUEST 04/01/99
Kitsap County Digital Mug System

4.0 WORKPLAN
----------------------------------------------------------------------------

PROJECT ORGANIZATION & STAFFING

A Project Manager will be named by ImageWare Software, Inc., to oversee and
manage the planning, monitoring, reporting, and acceptance of the system
outlined in the proposal if ImageWare is the successful vendor. This person's
resume will be supplied during contract negotiations. It is expected that the
KITSAP COUNTY SHERIFF'S OFFICE will also name a Project Coordinator who will
work with the IWS Project Manager, who will be responsible for all tasks
outlined as COUNTY responsibility on the task list.

APPROACH TO PROJECT
ImageWare has a well-defined, disciplined approach to program management which
includes:

- Attention to customer satisfaction
- Regular communications with customer via weekly status meetings,
monthly project status reports, and quarterly reviews
- Regularly scheduled status meetings with the project staff

ImageWare will avoid and mitigate risks by reviewing, prioritizing, and
monitoring key project risks throughout the project life cycle. Identified
project risks will be recorded and tracked to resolution. Identification of
risks and potential mitigation plans will be reviewed with the project staff
monthly, documented in the project reports, and presented to the KITSAP COUNTY
SHERIFF'S OFFICE's Project Coordinator during the project reviews. By
identifying risks early before they have impacted the project, the actual impact
to the project can be decreased, if not totally eliminated. An inescapable fact
of project management is that there are always risks. The key to ensuring a
successful project is to manage them. This means the following must be done
early, before the risk actually impacts the project:

- Identify risks (technical, schedule, and cost)
- Prioritize and quantify risks
- Assign responsibility
- Mitigate (determine mitigation action, responsible person, due date)
- Track Progress

ImageWare Software, Inc 40 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

<PAGE>

CONFIDENTIAL BID REQUEST 04/01/99
Kitts County Digital Mug System

CUSTOMIZATION DEFINITION CUSTOMIZATION IMPLEMENTATION
<S><C>
PHASE 1: TASKS PHASE 2: TASKS
- Database field definitions - Implement customized database
- Define field validation rules - Implement field validation rules
- Define code tables - Implement customized screens
- Define print formats, Audit Trail - Implement Audit Trail reports

- Define Mandatory Fields - Develop installation plan
- Develop acceptance test document
- Site Surveys - Develop training material
- Procure Components - Develop user manuals

PHASE 1: MILESTONES PHASE 2: MILESTONES
- Specifications Review - Ready-To-Ship Review
- Purchase Order Issued - Installation Schedule Review

PHASE 1: DELIVERABLES PHASE 2: DELIVERABLES
- Specifications Document - Acceptance Test Plan
- Installation Schedule (preliminary) - Installation Schedule
- Purchase Order

DEPLOYMENT
MAINTENANCE SUPPORT
PHASE 3: TASKS
- Integration PHASE 4: TASKS
- Installation - HW & SW Maintenance
- Training - Enhancements & upgrades (Option)
- System Acceptance
PHASE 4: MILESTONES
PHASE 3: MILESTONES - Maint. Plan Review
- Site Reviews
- Final System Acceptance PHASE 4: DELIVERABLES
- Help Desk Incidence Statistics
PHASE 3: DELIVERABLES - Maint. Plan
- Site hardware
- Site software
- Training Material
- User Manual
- System Administration Manual

</TABLE>

ImageWare Software, Inc. 41 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

<PAGE>

CONFIDENTIAL EXHIBIT A CONFIDENTIAL
KITSAP COUNTY Proposal for CCS
Mug Photo System

DESCRIPTION QTY UNIT EXT TOTAL
<S> <C> <C> <C> <C>
NETFINITY 3000 SERVER (RAID)
IBM Netfinity 3000 Pentium II 45OMHz/512KB L2,64MB ECC,OPEN,32X,PC 1 $2,423.25 $2,423.25
(Std) 10/100 PCI Ethernet
(Std) 450/100 MHz Pentium II Processor with 512KB ECC L2 Cache
(Std) 5.25 to 3.5 DASD Bay Conversion Kit
(Std) 64MB 100MHz ECC SDRAM DIMM
(Std) CD-ROM Drive Internal 32X Max (Variable Speed)
(Std) IBM 1.44MB 3.5-inch Diskette Drive
(Std) IBM 104-key Keyboard (Stealth Grey)
(Std) Integrated IDE Controller
(Std) Mouse Stealth Grey
(Std) SCSI Wide (16bit) 4-Drop Internal Cable 68 Pin Connectors
(Std) SVGA Graphics Card (AGP)
(Std) PCI Fast/Wide Ultra SCSI Adapter
64MB 100MHz ECC SDRAM (Non-Registered) DIMM 1 $205.20 $205.20
128MB 100MHz ECC SDRAM (Non-Registered) DIMM 1 $399.60 $399.60
IBM 12/24GB DDS/3 4-mm Internal Tape Drive (Black Bezel) 1 $1,348.65 $1,348.65
IBM 9.1GB 720ORPM Wide Ultra SCSI Hard Drive 3 $808.65 $2,425.95
IBM Netfinity ServerRAID-3L Ultra2 SCSI Adapter 1 $945.00 $945.00
Smart-UPS 1000-10 Min Runtime 1 $606.15 $606.15
ISA 56K/33.6KBPS Plug and Play Data/Fax Modem 1 $141.75 $141.75
G74 - 17(15.9) in. Color Monitor, 69 KHz, Pearl White 1 $452.25 $452.25
SUBTOTAL $8,947.80

CAPTURE HARDWARE
PC 300PL Pentium II 350MHz MMX/512KB,64MB,6.4GB,S3Trio,4MB,32X,1 2 $1,869.75 $3,739.50
(Std) IBM 6.4GB EIDE Hard Drive
(Std) 10/100 PCI Ethernet WOL
(Std) 16-bit ISA Crystal Audio Integrated
(Std) 350/10OMHz 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
G74 - 17(15.9) in. Color Monitor, 69 KHz, Pearl White 2 $452.25 $904.50
SUBTOTAL $4,644.00

CAMERA SUB-SYSTEMS
Hitachi KP-D50 Camera, NIST standards (single chip) 2 $1,471.50 $2,943.00
Computar Lens 2 $1,147.50 $2.295.00
3 point Lighting system 2 $1,343.25 $2,686.50
Pan and Tilt Camera mount 2 $1,620.00 $3,240.00
Reflective Pedestal 2 $924.75 $1,849.50
Cable bundle 2 $202.50 $405.00
NIST compliance capture software 2 $1,500.00 $3,000.00
Capture Card MVPro 2 $904.50 $1,809.00
Power Supply (Single Chip) 2 $67.50 $135.00
SUBTOTAL $18,363.00

SOFTWARE
CCS Investigative Display Software (Full) 2 $6,750.00 $13,500.00
CCS Capture Station software 2 $10,000.00 $20,000.00
Suspect ID 1 $5,000.00 nc
Crime Lab 1 $600.00 nc
Vehicle ID 1 $1,500.00 nc
SUBTOTAL $33,500.00
</TABLE>

ImageWare Software. Inc.
10883 Thornmint Road 619-673-8600
San Diego, CA 92127 Page 1 FAX 619-673-1770

<PAGE>

CONFIDENTIAL EXHIBIT A 4/1/99
KITSAP COUNTY Proposal for CCS
Mug Photo System

<TABLE>
<S> <C> <C> <C> <C>
* CUSTOM SOFTWARE/INTEGRATION
Systems integration (File Transfer w/ Intergraph (RMS) to avoid duplicate entr 1 $5,000.00 $5,000.00
Systems Integration (Custom API for Image Retrieval through Intergraph RMS 1 $10,000.00 $10,000,00
Systems Integration (Interface to update JMS) 1 $5,000.00 $5,000.00
SUBTOTAL $20,000.00

TOTAL HARDWARE / SOFTWARE $85,454.80

SERVICES
Additional Custom Print Formats 4 $500.00 $2,000.00
Project Management 3 $900.00 $2,700.00
Conversion of Records from Alternative Booking system 60000 $0.20 $12,000.00
SUBTOTAL $16,700.00

**LICENSES
5-User Windows NT Server License # 606670 1 $687.23 $687.23
SUBTOTAL $687.23

Shipping/Handling/Installation $10.254.58 $10,254.58
Training 2 $750.00 $1,500.00 $1,500.00

TOTAL $114,596.61

AGENCY DISCOUNT $3,739.59

PROJECT TOTAL $110,857.02

*This pricing is based on previous inter-connects with different vendors.
It is not 100% secure and may change.
**Oracle or Microsoft SQL Server Licensing have not yet been included

MAINTENANCE
Maintenance and Support (Year 1) $11,109.12
Maintenance and Support (Year 2) $15,381.86
Maintenance and Support (Year 3) $15,381.86
Maintenance and Support (Year 4) $15,381.86
Maintenance and Support (Year 5) $15,381.86

ADDITIONAL SOFTWARE OPTIONS

CCS Investigative Display Software (1-5 copies) $6,750.00
CCS Investigative Display Software (6-10 copies) $6,000.00
CCS Investigative Display Software (11-20 copies) $5,000.00
CCS Investigative Display Software (21-40 copies) $4,800.00

CCS Capture Station Software (1-3 copies) $10,000.00
CCS Capture Station Software (4-7 copies) $8,900.00

ADDITIONAL HARDWARE OPTIONS

HP Laserjet B&W, 4000TN, 17PPM, 120ODPI 1 $2,284.50
Atlantek ID Card Printer 1 $6,800.00
Tektronix 740+ Color Laser (High Quality) 1 $3,500.00
Lexmark Optra SC Color Laser Printer 1 $3,141.00
HP 200OCxi 600 DPI Multi Format (Ink Jet) 1 $840.00
Mavica FD-71 (Sony Digital Camera) 1 $864.00
Epson 636 Executive Scanner w/SCSI card 1 $846.45
</TABLE>

ImageWare Software, Inc.
10883 Thornmint Road 619-673-8600
San Diego, CA 92127 Page 2 FAX 619-673-1770

<PAGE>

CONFIDENTIAL BID REQUEST 04/01/99
Kitts County Digital Mug System

EXHIBIT B MAINTENANCE & WARRANTIES
-------------------------------------------------------------------------------

PRODUCT AND CUSTOMER SUPPORT
IWS will provide KITSAP COUNTY SO with diagnostic software and manuals necessary
to operate and maintain the System, including schematics, diagnostic and
maintenance manuals as provided by the manufacturer. During the warranty period
IWS will support the System without any cost to the County. There are costs
associated with maintaining Customer Support during this warranty period. IWS
agrees to offer Customer Support for an additional fee specified in Cost
Proposal (EXHIBIT A), or at a cost per incident according to the Time and
Materials Schedule. For the purpose of this Agreement Customer Support is
defined as all informational calls related to operation of the System and calls
based upon user error. After the warranty period, IWS agrees to offer
maintenance, customer and product support for the System for at least five years
after installation subject to KITSAP COUNTY SO entering into an IWS Maintenance
Agreement during that five years. IWS will provide a copy of its current
Maintenance Agreement to KITSAP COUNTY SO. Any such Maintenance Agreement is
optional to KITSAP COUNTY SO and KITSAP COUNTY SO will be required to pay an
additional fee. IWS reserves the right to modify the terms and fees of its
standard Maintenance Agreement at any time.

HARDWARE WARRANTIES
All hardware that IWS supplies carries a full 1 Year warranty. IWS supports only
the hardware that it installs. Support for other systems not purchased through
ImageWare can be negotiated.

HARDWARE MAINTENANCE
Maintenance for the system hardware will be 7 days per week, 24 hours per day,
with all agencies having just one toll-free number to call for service. Initial
calls will be received by the IWS Help Desk. If no one is available, a call back
will be made within 1 hour. Within an agreed upon period of time, a hardware
technician will be on-site to troubleshoot and correct the problem.

If any installation within any agency will require access to restricted areas by
IWS employees, it is expected that information will be given to ImageWare during
contract negotiations. ImageWare will make any and all information available to
the AGENCY for each employee who must have access to the restricted areas.

The equipment and hardware supplied as part of this proposal will be fully
guaranteed for a minimum period of 12 months. All prices quoted as part of this
proposal are guaranteed for a period of 12 months

Imageware Software, Inc. 42 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

<PAGE>

CONFIDENTIAL BID REQUEST 04/01/99
Kitts County Digital Mug System

The central server comes complete with dial-in modem, and the IBM Netfinity
Manager software and clients installed on each supplied workstation. This will
enable the customer service rep to access, and actually 'take over' workstations
when necessary to diagnose and repair any problems.

Software support first level is via toll free number to phone support. This
customer service rep has the ability to escalate the problem up to level 2
support, which is an R&D engineer. It that person requires an on-site rep, one
will be dispatched. We also include IBM hardware support with each IBM system.
Sometimes, the ImageWare programmer just needs a set of hands and eyes on-site,
and an IBM technician will be dispatched. Dial-in access is available to both
levels 1 and 2, and using Netfinity Manager, many problems can be diagnosed and
resolved by 'taking over' the workstation that is having problems, seeing the
error happen, and resolving the situation immediately via remote connection.

SOFTWARE WARRANTIES
All software has a 90 day warranty starting on the day of system acceptance.

SOURCE CODE
The latest versions of all CRIMES modules, including CCS will be put into an
escrow account. The specifics of this escrow agreement will be outlined at
contract signing.

SOFTWARE ON-GOING MAINTENANCE AND SUPPORT
Maintenance for the system software will be 7 days per week, 24 hours per day,
with all agencies having just one toll-free number to call for service.
ImageWare will meet the response times as outlined by the County. Initial calls
will be received by the IWS Help Desk. If no one is available, a call back will
be made within 1 hour. Within an agreed upon period of time, a technician is
on-site to troubleshoot and correct the problem.

If any installation within any agency will require access to restricted areas by
IWS employees, it is expected that information will be given to ImageWare
during contract negotiations. ImageWare will make any and all information
available to Kitts County for each employee who must have access to the
restricted areas.

Software support first level is via toll free number to phone support. This
customer service rep has the ability to escalate the problem up to level 2
support, which is an R&D engineer.

It that person requires an on-site rep, one will be dispatched. We also include
IBM hardware support with each IBM system. Sometimes, the ImageWare programmer
just needs a set of hands and eyes on-site, and an IBM technician will be
dispatched. Dial-in access is available to both levels 1 and 2, and using
Netfinity Manager, many problems can be diagnosed and resolved

Imageware Software, Inc. 43 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

<PAGE>

CONFIDENTIAL BID REQUEST 04/01/99
Kitts County Digital Mug System

by 'taking over' the workstation that is having problems, seeing the error
happen, and resolving the situation immediately via remote connection.

ImageWare Software, Inc. 44 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

<PAGE>

CONFIDENTIAL BID REQUEST 04/01/99
Kitts County Digital Mug System

EXHIBIT C - TRAINING
-------------------------------------------------------------------------------

Training is purchased in increments. One increment is defined as one day of
on-site training with a maximum class size of 15. On-site training outlines may
vary. Example: Training system administrators on server functions is different
than training users on investigative software. A defined number of training
increments for this proposal can be found in the Cost Proposal (Exhibit A).
Follow-up training is available, either on-site or at the IWS facilities.

Training time is kept to a minimum with the Crime Capture System, as it is so
easy to use

Training will be accomplished at each agency location, using their system
equipment. All handout materials and reference materials will be furnished.
After the training session, users have lab time for hands-on familiarization. It
is recommended that at least one training session be video taped and duplicated
for each agency for on-going training purposes.

The length of each class is outlined below:

CRIME CAPTURE SYSTEM TRAINING OUTLINE

OBJECTIVE: By the end of the training session, students will know how to book a
suspect, search a database, use the mug book function and create photo line-ups.

CLASS SIZE: Maximum 15 students

TRAINING OUTLINE:

I. STARTING THE PROGRAM 5 MINUTES

II. NEW BOOKINGS 90 MINUTES
a. Adding a New Booking
b. Searching for Matches
1. Linking Records
2. Unlinking Records
c. Viewing Records
d. Viewing Multiple Bookings
e. Editing and Deleting Records
f. Printing Individual Records

III. SEARCHING 45 MINUTES
a. Quick Search
b. Advanced Search
c. Saving a Search

ImageWare Software, Inc. 45 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

<PAGE>

CONFIDENTIAL BID REQUEST 04/01/99
Kitts County Digital Mug System

d. Running and Existing Search
e. Deleting and Existing Search
f. Printing Search Results

IV. MUG BOOK 30 MINUTES
a. Searching for Mugshot
b. Saving a Mug Book
c. Viewing an Existing Mug Book
d. Deleting a Mug Book

V. PHOTO LINE-UP 40 MINUTES
a. Creating a Photo Line-up
b. Saving a Photo Line-up
c. Viewing an Existing Photo Line-up
d. Deleting an Existing Photo Line-up
e. Printing a Photo Line-up

ImageWare Software, Inc. 46 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127

<PAGE>

CONFIDENTIAL BID REQUEST 04/01/99
Kitts County Digital Mug System

EXHIBIT D - SITE PLAN
-------------------------------------------------------------------------------

Typical Capture Station Installation

[DIAGRAM]

[LEGEND]

ImageWare Software, Inc. 47 Phone 619-673-8600
10883 Thornmint Rd. Fax 619-673-1770
San Diego, CA 92127