ex10-50.htm


    EXHIBIT
10.50

     

    
      Second
Amendment

      to

      Employment
Agreement

      


      


      This Second Amendment to Employment
Agreement (the “Second Amendment”), is being entered into effective April
6, 2009 by and between ImageWare Systems, Inc., a Delaware corporation (the
“Company”) and Mr. S. James Miller, Jr. (the “Executive”).

      


      Whereas,
the Company and Executive entered into an Employment Agreement dated as of
September 27, 2005 and subsequently amended on September 27, 2008 (as amended,
the “Employment Agreement”);

      


      Whereas,
the Executive continues to perform valuable services for the Company and the
Company desires to cooperate with Executive in lawfully reducing any tax
liability which may be imposed on Executive’s severance payments, if any, as
permitted by and in accordance with Section 409A of the Internal Revenue Code of
1986, as amended;

      


      Whereas,
in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Company and Executive do hereby agree that the Employment Agreement shall be
amended, effective as of the date hereof, as follows:

      


      1.           Section
9 of the Employment Agreement shall be deleted in its entirety and replaced with
the following:

      


      
        	
                9.  

              	
                Code Section
      409A.  "In the event
      that any amount or benefit to be paid or provided to Executive under
      Section 5 of this Agreement would give rise to the imposition of any
      tax under Section 409A of the Code ("Section 409A"), the Company will
      not pay any such amounts or provide any such benefits during the
      six-month period following Executive's “separation of service (as
      defined in Section 409A).  If any amount or benefit is not paid
      or provided to Executive as a result of the previous sentence, on the
      first day following the six-month period
      after the Executive's separation of service, the Company
      will pay pr provide Executive a lump-sum amount equal to the cumulative
      amounts that would have otherwise been paid to Executive during such
      six-month period but were not paid.  Thereafter, Executive will
      receive his remaining  amounts and benefits in accordance with
      this Agreement."

              


      

      


      
        	
                2.

              	
                Section “2. Term
      of Agreement”  strike the
      language “continue until June 30, 2009” and replace it with “continue
      until December 31, 2009”.

              


      

      
 

      
        	
                3.

              	
                Except
      as expressly amended herein, the Employment Agreement shall continue and
      be in full force in all respects.

              


      

      


      


      ImageWare
Systems, Inc.

      


      ____________________                                                  ________________________

      Name:                                                                                     S. James Miller

      Title: