EXHIBIT
10.57




ASSIGNMENT
OF RECEIVABLES
 
 This ASSIGNMENT OF RECEIVABLES (this
"Assignment")
is dated as of November 11, 2009, by ImageWare Systems, Inc., a Delaware
corporation (the "Assignor"), to BET
Funding LLC, a Delaware limited liability company (the "Assignee").
 
 RECITALS:
 
 A.          On
February 12, 2009, Assignor issued to Assignee a secured promissory note (the
"Note") in the
original principal amount of Five Million Dollars ($5,000,000).  On
such date, Assignee made to Assignor an initial advance under the Note of One
Million Dollars ($1,000,000).
  B.          On
June 9, 2009, Assignor and Assignee entered into that certain Waiver and
Amendment Agreement in order to (i) waive certain existing events of default
under the Note and (ii) amend certain terms of the Note.
  C.          On
June 22, 2009, Assignor and Assignee entered into that certain Amendment to
Promissory Note pursuant to which (i) Assignee made a subsequent advance to
Assignor under the Note in the principal amount of Three Hundred Fifty Thousand
Dollars ($350,000), and (ii) certain terms of the Note were
amended.
  D.          On
October 5, 2009, Assignor and Assignee entered into that certain Third Amendment
to Promissory Note pursuant to which (i) Lender agreed to make additional
advances in an aggregate amount up to One Million Dollars ($1,000,000) to only
be used for the purpose of compromising certain of the Company's outstanding
vendor payables or paying for the audit of the Company's financial statements,
(ii) Lender made an advance of Three Hundred Thousand Dollars ($300,000) of such
amount and (iii) certain terms of the Note were amended.
  E.          Assignee
has agreed to make a subsequent advance under the Note in the amount of Three
Hundred Fifty Thousand Dollars ($350,000) (the "Additional Advance")
pursuant to the terms of that certain Fourth Amendment to Secured Promissory
Note, dated the date hereof, by and between Assignor and Assignee.  In
consideration for agreeing to make the Additional Advance, Assignor has agreed
to execute and deliver to Assignee, as a loan origination fee, an assignment of
receivables.
  AGREEMENTS:
 
 In
consideration of the above recitals and the covenants and agreements contained
herein, the parties agree as follows:
 
 1.           Assignment.  Assignor
hereby assigns to Assigneeall of Assignor's right,
title, and interest in and to the accounts receivables of Assignor existing as
of the date hereof including the accounts receivables set forth on Schedule A attached
hereto (the "Receivables").  All
payments received by Assignor with respect to the Receivables subsequent to the
date hereof shall be received as agent and for the benefit of Assignee and shall
promptly be remitted to Assignee by Assignor.
  
  2.           Power of
Attorney.  Assignor does hereby appoint Assignee as true and
lawful attorney for it and in its name, place and stead on its
behalf:
  (a)           to
ask, demand, sue for, collect, recover and receive all Receivables which are now
or shall hereafter become due, owing or belonging to the Assignor, and to cash,
deposit, endorse, and negotiate checks received on or after the date hereof made
out to Assignor in payment for any Receivables;
  (b)           to
have, use and take all lawful ways and means in its name or otherwise for the
recovery thereof, by actions at law or in equity, attachments, or otherwise;
and
  (c)           to
compromise and agree for the same, and to make, execute and deliver all proper
releases and other discharges of and for the same.
  Assignor
grants Assignee full power and authority generally to do and perform every act
necessary to collect the Receivables, with all the same powers which Assignor,
if  personally present, would have; and hereby verifies and confirms
all that Assignee, or its substitute, shall and may do by virtue
hereof.
 
 3.           Consideration.  Assignor
acknowledges the value to its business of the Additional
Advance.  Assignor's Board of Directors has determined that Assignor
would not be able to obtain financing in the amount and on the same or better
terms as the Additional Advance from a third party.  Assignor
acknowledges and confirms that the origination fee that it has agreed to pay
Assignee in consideration for the Additional Advance (i.e., the assignment of
Receivables) is fair and reasonable in relation of the value of the Additional
Advance to Assignor and its business.
  4.           Repayment of Additional
Advance.  Upon repayment by Assignor to Assignee of the
Additional Advance and all accrued and unpaid interest thereon, any and all
outstanding Receivables shall be re-assigned back to Assignor and this
Assignment shall terminate.
  5.           Effectiveness.  This
Assignment, and the Power of Attorney provided herein, shall become effective on
the date hereof.
  6.           Counterparts. This
Assignment may be executed in one or more counterparts, and all such
counterparts will constitute one and the same instrument.
  
 
 [SIGNATURE
PAGE FOLLOWS]
 
 
  IN
WITNESS WHEREOF, this Assignment of Receivables has been executed and delivered
by the undersigned as of the date first written above.
 
 ASSIGNOR:
 
 IMAGEWARE
SYSTEMS, INC.
 
 
 
 By:           _________________________
 Name:  S. James
Miller
 Title: Chairman and CEO
 
 
 ASSIGNEE:
 
 BET FUNDING LLC
 
 
 By:             ________________________
 Name:  Douglas
Topkis
 Title:  Member
  
 Schedule
A
 
 Accounts
Receivables
 
 
 ·  Customer
1                     $171,355.25
 ·  Customer
2                    
$617,024.63
 ·  Customer
3                    
$309,652.88
 ·  Customer
4                    
$128,410.55