ex10-51.htm


    EXHIBIT
10.51

     

    
      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. Wayne Wetherell (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 assure itself of the continuing services of Executive; and

      


      WHEREAS, in consideration of
the foregoing and in order to amend the terms of the Agreement and to provide
for the continued services of the Executive in accordance with the present
intent of the Company and the Executive.

      


      NOW THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
receipt of which is hereby acknowledged, and in further consideration of the
mutual covenants contained in the Employment Agreement, the parties do hereby
agree that the Employment Agreement is hereby amended 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.                                                                           Wayne
Wetherell