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                                                                   EXHIBIT 10.19


         Anthony H. Gould's employment arrangement with Image Sensing Systems
currently is governed through an agreement with Grove Place Limited, a
consulting company of which Mr. Gould is an employee, except that in 2000 his
compensation increased from a total of $16,200 per month, as set forth in
Schedule II of the agreement, to $16,950 per month, and on February 12, 2002, he
became President and Chief Executive Officer of Image Sensing Systems.



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                             DATED 1ST DECEMBER 1998





                           IMAGE SENSING SYSTEMS, INC.





                                      -AND-





                               GROVE PLACE LIMITED
                                ANTHONY H. GOULD





                              CONSULTANCY AGREEMENT





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                              CONSULTANCY AGREEMENT


         THIS AGREEMENT is made the 1st day of December l998 BETWEEN Image
Sensing Systems, Inc., 1600 University Avenue West, 500 Spruce Tree Centre, St
Paul, MN 55104 (hereinafter called "the Company") of the one part and Grove
Place Limited Shelton Building, P.O. Box 3136, Main Street, Road Town, Tortola,
British Virgin Islands (hereinafter called "the Consultant") of the other part.

         WHEREBY IT IS AGREED as follows:

1. APPOINTMENT. The Company appoints the Consultant and the Consultant agrees to
serve the Company with effect from 1st December 1998. This Agreement may be
terminated by either party giving the other party 6 months notice in writing.

         The Consultant shall without any further remuneration other than is
hereinafter mentioned, perform his duties as hereinafter mentioned and as set
forth in Schedule I attached hereto, wither at the offices of Grove Place
Limited the company in Bangkok or elsewhere as the Company may in its reasonable
discretion from time to time require.

2. REMUNERATION AND BENEFITS. The Consultant shall be paid by way of
remuneration for his services during his employment hereunder a salary and
benefits as set out in Schedule II or otherwise as may be agreed in writing from
time to time between each of the parties hereto. The Consultant's salary shall
be reviewed annually and any increases resulting from the review will be
effective as from the first day of the month following the review.

3. DUTIES OF THE CONSULTANT.

         (a) The Consultant shall unless prevented by incapacity

                  (i) under this Agreement devote the whole of his time
         attention and ability to the carrying out of his duties set out in the
         Agreement and in all respects comply with directions and regulations
         given or made and shall well and faithfully serve the Company and Group
         Companies;

                  (ii) faithfully and diligently perform those duties and
         exercise such powers consistent with them which are from time to time
         assigned to or vested in him;

                  (iii) obey all lawful and reasonable directions of the
         company,

                  (iv) use his best endeavors to promote the interests of the
         Company and Group companies;

                  (v) if and for so long as the Company requires, act as an
         officer of and carry out duties for any Group company or hold any other
         appointment or office as nominee or representative of the Company or
         and Group company.


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         The Consultant is expected to work such hours as are necessary properly
         to undertake the duties assigned to him and, so far as practicable, to
         adhere to the normal hours of his place of employment.

         (b) Subject to any regulations from time to time issued by the Company
which may apply to him, the Consultant shall not receive or obtain directly or
indirectly any discount rebate commission or other inducement in respect of any
sale or purchase of any goods or services effected or other business transaction
(whether or not by him) by or on behalf of the company or any Group company and
if he (or any form or company in which; he is directly or indirectly engaged,
concerned or interested) shall obtain any such discount rebate commission or
inducement he shall immediately account to the Company for the amount received
by him or the amount received by such firm company.

4. CONFLICT OF INTEREST. During the continuance of his employment the Consultant
shall not (unless otherwise agreed in writing by the Company) undertake any
other business or profession or be or become an employee or agent of any other
company firm or person or assist in any other business or profession. However,
nothing in this paragraph shall preclude the Consultant from holding or
acquiring by way of bona fide investment only shares representing no more than 2
percent of the issued equity capital of any quoted company unless the Company
shall require him not to do so in any particular case on the ground that such
other company is or may be carrying on a business competing or intending to
compete with the business of the Company or any Group Company.

5. SHARE DEALINGS. The Consultant shall comply with the Code for Transactions as
defined by the United States Securities and Exchange Commission in the Shares of
Image Sensing Systems, Inc.

6. CONFIDENTIALITY.

         (a) The Consultant shall not either during his appointment or at any
time after its termination disclose to any person or persons (except to those
authorized by the Company to know) or use for his own purposes or for any
purposes other than those of the Company any private, confidential or secret
information of the Company (including in particular lists or details of
customers of the Company or relating to the working of any process or invention
carried on of used by the Company) of which be has obtained by virtue of his
appointments or in respect of which the Company is bound by an obligation of
confidence to a third party. These restrictions shall cease to apply to
information or knowledge which may (otherwise than through the default of the
Consultant) become available to the public generally.

         (b) The provisions of sub-clause a) Shall apply mutatis mutandis in
relation to the private, confidential or secret information of each Group
company which the Consultant may have received or obtained during his
appointment and the Consultant shall upon request enter into an enforceable
agreement with any such company to the like effect.

         (c) All notes, memoranda, books, documents, records and writing made by
the Consultant relating to the business of the Company or Group companies shall
be and remain the property of the company or Group company to whose business
they relate and shall be returned


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by him together with any credit cards, keys or other property of or relating to
the business of the Company or Group companies upon request and immediately upon
the termination for any reason of this Agreement

7. MEDICAL EXAMINATION. The Consultant shall at the expense of the Company
submit periodically to a medical examination by a registered medical by a
registered medical practitioner nominated by the Company and shall authorize
such medical practitioner to disclose to and discuss with the Company's
authorized officer the results of the examination and the matters which arise
from it so that the Company's authorized officer can notify the Company of any
matters he considers might impair the Consultant from properly discharging his
duties provided that no such disclosure is made prior to the Consultant being
properly counseled by the medical practitioner.

8. INCAPACITY.

         (a) If the Consultant shall be prevented by illness (including mental
disorder) accident or other incapacity from properly performing his duties
hereunder he shall report this fact forthwith to the Company and if the
Consultant is so prevented shall provide a medical practitioner's statement on
the sixth day and weekly thereafter. Immediately following his return to work
after a period of absence the Consultant shall complete appropriate
documentation detailing the reason for his absence.

         (b) If the Consultant shall be absent from his duties hereunder due to
illness (including mental disorder) accident or other incapacity duly certified
in accordance with the provisions of sub-clause a) hereof he shall be paid his
base salary hereunder for up to 180 days absence in any period of 12 months and
thereafter such remuneration if any as the Board shall in its discretion from
time to time allow provided that there shall be deducted from or set off against
such remuneration any Statutory Sick Pay to which the Consultant is entitled and
Social Security Sickness Benefit or other benefits recoverable by the Consultant
whether or not recovered.

         (c) If the Consultant is incapacitated for a continuous period of 180
days or periods aggregating 125 working days in the preceding 12 months then the
company may terminate the Agreement on 4 months notice given either during or
not later than one month after the end of such period of incapacity.

9. GRIEVANCES. If the Consultant has any grievances relating to his employment
these should be raised with the President & CEO.

10. TERMINATION OF AGREEMENT.

         (a) The Agreement shall be terminable by notice as provided for in
Clause l.

         (b) Notwithstanding the provisions of Clause 1 hereof the company may
either suspend the Consultant pending investigation or at the discretion
terminate this Agreement with immediate effect if the Consultant.


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                  (i) commits any act of gross misconduct or repeats or
         continues (after written warning) any other serious breach of his
         obligations under the Agreement; or

                  (ii) is guilty of any conduct which in the reasonable opinion
         of the Board of the Company brings him, the Company or any Group
         company into disrepute; or

                  (iii) is convicted of any criminal offence; or

                  (iv) commits any act of dishonesty whether relating to the
         Company, and Group company. Any of its or their employees or otherwise;
         or

                  (v) becomes bankrupt or makes any arrangements or composition
         with his creditors generally.

                 On the termination of this Agreement for whatever reason, the
         Consultant shall at the request of the Company resign from all offices
         held by him in any Group company and from all other appointments or
         offices which he holds as nominee or representative of the company or
         any Group company and if he should fail to do so within seven days the
         Company is hereby irrevocably authorized to appoint some person in his
         name and on his behalf to sign any documents or do any things necessary
         or requisite to give effect to these. Such resignation(s) shall be
         without prejudice to any claims which the Consultant may have against
         any company arising out of this Agreement or the termination thereof.

                 It is understood that following termination of this Agreement
         and in accordance with normal ethical and professional standards the
         Consultant will refrain from taking any action of making statements,
         either written or oral, which are intended to and do disparage the
         goodwill or reputation of the Company, its Directors, Officers,
         Executives, or which could adversely affect the moral of other
         employees.

11. POST TERMINATION OBLIGATIONS OF THE CONSULTANT. For the purposes of this
clause Business shall be defined as businesses of the Company or any Group
company in which the Consultant has been involved to a material extent during
the period of twelve months prior to the termination of his employment
hereunder.

         (a) Non-competition. The Consultant shall not for a period of 12 months
after the termination of his employment (however that comes about and whether
lawful or not) in relation to the Business.

                  (i) be directly or indirectly engaged concerned or interested
         in any capacity whether as Director Principal Agent Partner Consultant
         Employee or otherwise in any other business of whatever kind which is
         wholly or partly in competition with the Business.

                  (ii) provide technical commercial or professional advice to
         any business concern which is wholly or partly in competition with the
         Business.

         (b) Non-solicitation. The Consultant shall not for a period of 12
months after the termination of his employment hereunder (howsoever that comes
about and whether lawfully or


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not) directly and indirectly and whether on his own behalf or on behalf of any
other body which is wholly or partly in competition with the Business:

                  (i) solicit custom, entice customers or interface with the
         relationship between customers for any products of services where such
         customers were carrying on trade with the Business at any time during
         the 12 months prior to such determination; or

                  (ii) solicit or endeavor to entice away, offer employment to
         or employ any person who at any time during 12 months prior to such
         determination was employed by the Business; or

                  (iii) interfere or seek to interfere or take such steps as may
         interfere with the continuance of supplies to the Business from any
         suppliers who have been supplying components materials of services to
         the Business at any time during the last 12 months of his employment
         hereunder.

         (c) The parties agree that the convenants set our in clauses a) and b)
above are separate and severable and enforceable accordingly and whilst the
restrictions are considered by the parties to be reasonable in all the
circumstances as at the date hereof it is acknowledge that restrictions of such
a nature may be invalid because of changing circumstances or other unforeseen
reasons and accordingly if any of the restrictions shall be adjudged to be void
or ineffective for whatever reason but would be adjudged to be valid and
effective if part of the wording thereof were deleted or the periods thereof
reduced or the area thereof reduced in scope, they shall apply with such
modifications as may be necessary to make them valid and effective.

12. GENERAL.

         (a) Other Terms. The provisions of the company's standard terms and
conditions of employment (where applicable and as amended from time to time)
sha11 be the terms of the Consultant's employment except so far as they are
inconsistent with this Agreement.

         (b) Prior Agreements. This Agreement sets out the entire agreement and
understanding of the parties and is in substitution for any previous contracts
of employment or any agreements for the provision of services by the Consultant
to the Company or any of its Group companies (which shall be deemed to have been
terminated by mutual consent).

         (c) Accrued Rights. The expiration or termination of this Agreement
however arising shall not operate to affect such of the provisions of this
Agreement as are expressed to operate or have effect after then and shall be
without prejudice to any accrued rights or remedies of the parties.

         (d) Definitions. In this Agreement Group means any subsidiary or
associated company for the time being of the Company. "Group company" means all
or any subsidiary or Associated company for the time being the business of which
tire Consultant is concerned with by virtue of his duties hereunder. "Associated
company" means any company in which the Company and any of the Group companies
can together exercise more that twenty (20) percent of the voting rights of the
issued share capital of that company. "Board" means the Board of Directors of
the Company for the time being.



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         (e) Proper Law. The validity construction and performance of this
Agreement shall be governed by the Laws of the State of Minnesota, USA.

         (f) Notices. Any notice in writing to be served hereunder may be given
by the Company personally to the Consultant or by the Consultant to an
appropriate officer of the Company or may be posted to the Company (for the
attention of its Secretary) at its principal office for the time being or by the
Company to the Consultant either at this address given above or at his last
known address. Any such notice sent by post shall be deemed served forty-eight
hours after it is posted and in proving such service it shall be sufficient to
prove that the notice was properly addressed in the case of the Consultant to
his last known address and put in the post.

         As WITNESS whereof the Agreement has been executed by or on behalf of
the parties hereto the day and year first before written.


Signed by
For and on behalf of Image Sensing Systems, Inc.

/s/ William L. Russell

In the presence of


Signed by the Consultant

/s/ Anthony H. Gould

In the presence of




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<PAGE>
                                   SCHEDULE 1


Consultancy Agreement
Grove Place Ltd. - Mr. Anthony Gould

MISSION

To create an Asian presence for products developed or offered by Image Sensing
Systems, Inc. to include marketing, sales, and service in the near term with a
long term objective to develop a full line products supply, service and
integration business for the Traffic and Transportation sector within Asia.

POSITION

MANAGING DIRECTOR, ISS ASIA

REPORTS TO:  President & CEO, Image Sensing Systems, Inc.

DUTIES

1.       Develop a products business within ASIA for technology developed by
         Image Sensing Systems including software and hardware systems.

2.       Formulate an annul financial and operational business plan meeting or
         exceeding the requirements of the ISS BoD and agreed with the CEO.

3.       Participate in the annual Company Strategic Planning process.

4.       Organize, staff and manage the business unit consistent with ongoing
         needs of the business.

5.       Identify, appoint and manage a distribution network within the defined
         territory.

6.       Identify potential strategic or joint venture partners within Asia for
         projects or day to day business.

7.       Provide monthly management activity reports to the CEO.

8.       Otherwise perform duties that may be requested by the CEO or BoD from
         time to time.



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                                   SCHEDULE II


CONSULTANCY AGREEMENT
GROVE PLACE LTD --MR. ANTHONY GOULD

REMUNERATION AND BENEFITS

Consultant Fees:                    $15,000.00 US per month, includes office and
                                    secretarial expense.

Additional Benefit:                 $ 1,200.00 US per month to cover auto,
                                    health/medical.

Business Expense:                   Actual travel and entertainment expense paid
                                    within seven days of submission of expenses
                                    subject to approval.

Vacation:                           15 working days per year, 20 working days
                                    after 5 years.

Share Options:                      Subject to Board of Director approval an
                                    initial incentive share option grant of
                                    10,000 shares will be awarded in the name
                                    specified by the consultant.

Bonus:                              Participation in the annual management bonus
                                    plan designed to provide incentive to meet
                                    and exceed agreed budget objectives.