EXHIBIT 10.22

                          Consultant Agreement Between
                         Image Sensing Systems, Inc. and
                                 James Murdakes

WHEREAS James Murdakes (Murdakes) as a consultant to Image Sensing Systems, Inc.
(ISS or the "Company") has served in the capacity as the Chief Executive Officer
and President of the Company since April 2002, without a written agreement
between the Company and Murdakes as to a monthly retainer for his services,
bonus payments awarded for achieving Company financial and strategic objectives
or severance payments in the event he is terminated without cause (as defined
below), or due to a change in control (as defined below)

WHEREAS the Company believes a consultancy agreement with Murdakes is in the
best interests of the Company in order to document the Company's Compensation
and Severance obligations to Murdakes

NOW THEREFORE the Company agrees to (1) pay Murdakes a retainer of $9,330 per
month on the last day of each month for fiscal year 2004, with the understanding
that the Company may adjust this retainer amount at the end of 2004 and each
year thereafter if Murdakes remains as the Company's Chief Executive Officer and
President; (2) pay Murdakes an annual bonus after the end of the fiscal year for
achieving the financial and strategic objectives agreed upon by the Board of
Directors of the Company and Murdakes at the beginning of such year, provided
that, such bonus shall be determined by the Compensation Committee and approved
by the full Board of Directors of the Company; (3) pay Murdakes severance pay in
an amount equal to Murdakes' monthly retainer on the termination date multiplied
by six months if the Company terminates him without cause (as defined below) or
to pay Murdakes severance pay in an amount equal to Murdakes' monthly retainer
on the date of change of control (as defined below) multiplied by twelve months
in the event of a change in control (as defined below) of the Company.

Murdakes shall provide services on an at-will basis. This consultancy agreement
is not, and shall not be construed as, an employment contract affecting in any
way the duration of Murdakes' services or any terms and conditions thereof
except those set forth herein. Murdakes and the Company may terminate their
consultancy relationship at any time, for any reason, or for no reason.

"Cause" means: any failure to perform assigned job responsibilities that
continues unremedied for a period of thirty (30) days after written notice to
Murdakes by the Company; conviction of a felony or misdemeanor or failure to
contest prosecution for a felony or misdemeanor; the Company's reasonable belief
that Murdakes engaged in a violation of any statute, rule or regulation, any of
which in the judgment of the Company is harmful to the Company's business or to
the Company's reputation; or the Company's reasonable belief that Murdakes
engaged in unethical practices, dishonesty or disloyalty.


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"Change in Control" means the occurrence of any of the following events:

(a) Any "Person" (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended) is or becomes the "Beneficial
Owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of
securities of the Company representing more than fifty percent (50%) of the
total voting power represented by the Company's then outstanding voting
securities without the approval of the Board of Directors of the Company, unless
the Board of Directors specifically designates such acquisition to be a change
of control; or

(b) A merger or consolidation of the Company whether or not approved by the
Board of Directors of the Company, other than a merger or consolidation which
would result in the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) at least fifty
percent (50%) of the total voting power represented by the voting securities of
the Company or such surviving entity outstanding immediately after such merger
or consolidation, or the shareholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets.

CONSULTANT

AGREED: /s/ James Murdakes                               Dated    March 23, 2004
        ------------------------------------------------------------------------
        James Murdakes

IMAGE SENSING SYSTEMS, INC.

AGREED: /s/ Arthur J. Bourgeois                            Dated  March 23, 2004
        ------------------------------------------------------------------------
        Arthur J. Bourgeois, Chief Financial Officer




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