Sample Business Contracts

Memorandum of Understanding - Polaroid Corp. and ImageWare Software Inc.

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This will serve as a Memorandum of Understanding (MOU) between Polaroid
Corporation (Polaroid) and ImageWare Software, Inc. (ImageWare) for
activities relating to joint efforts that facilitate interchange between
state-wide drivers license image databases and local/county/state criminal
mugshot and ID databases.

1.  Polaroid and ImageWare agree to collaborate to facilitate the ability for
    law enforcement personnel to search drivers license databases using a
    facial recognition client (Face ID) supplied by ImageWare. ImageWare will
    be responsible for the selling and marketing of this ability to law
    enforcement throughout the state and Polaroid will be responsible for the
    access to the drivers license database.

2.  Polaroid and ImageWare agree to jointly market the ability to create a
    state-wide repository of digital images for local/county law enforcement
    users. ImageWare will supply the software applications and system for the
    capture of mugshot/ID images. Polaroid will be responsible for contract
    negotiation with the state agency and act in the capacity of "prime
    contractor". Once implemented Polaroid personnel may serve the additional
    function of service and support.

3.  Polaroid and ImageWare agree to work together on an exclusive basis on
    these activities for a period of one year of the date of this agreement. At
    that time the two parties may agree to extend the agreement or terminate.

4.  Both Polaroid and ImageWare will be responsible for their own expenses
    for any activities related to the activities of this agreement, unless
    otherwise agreed.

5.  The states that will be the initial targets for the activities are
    Minnesota, California, Virginia and Georgia. Additional target accounts will
    be added as appropriate.

/s/ Kevin Keipper                               /s/ Paul J. Devermann
--------------------------------                ----------------------------
      9/13/99                                            9/17/99
--------------------------------                ----------------------------
Kevin Keipper                                   Paul J. Devermann
National Sales Manager                          Vice President of Sales and
Digital Identification Solutions                New Business Development