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UNION
BANK OF
CALIFORNIA

                                PROMISSORY NOTE
                                  (BASE RATE)




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Borrower Name  PRINTRAK INTERNATIONAL INC.
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Borrower Address         Office  45061    Loan Number  7144705187  0081-00-0-000
1250 NORTH TUSTIN AVE.   -------------------------------------------------------
ANAHEIM, CA 92807        Maturity Date  JANUARY 4, 2000   Amount  $15,000,000.00
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$15,000,000.00                                            Date  NOVEMBER 2, 1998
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FOR VALUE RECEIVED, on JANUARY 4, 2000, the undersigned ("Debtor") promises 
to pay to the order of UNION BANK OF CALIFORNIA, N.A. ("Bank"), as indicated 
below, the principal sum of FIFTEEN MILLION AND NO/100 Dollars ($15,000,000.00),
or so much thereof as is disbursed, together with interest on the balance of 
such principal from time to time outstanding, at the per annum rate or rates 
and at the times set forth below.

1. INTEREST PAYMENTS.  Debtor shall pay interest on the 2ND day of each MONTH 
(commencing DECEMBER 2, 1998). Should interest not be paid when due, it shall 
become part of the principal and bear interest as herein provided. All 
computations of interest under this note shall be made on the basis of a year 
of 360 days, for actual days elapsed.

     a. BASE INTEREST RATE.  At Debtor's option, amounts outstanding 
     hereunder in minimum amounts of at least $500,000.00 shall bear interest 
     at a rate which is equal to Bank's LIBOR Rate for the Interest Period 
     selected by Debtor, plus the Applicable Margin.

     No Base Interest Rate may be changed, altered or otherwise modified 
     until the expiration of the Interest Period selected by Debtor. The 
     exercise of interest rate options by Debtor shall be as recorded in 
     Bank's records, which records shall be prima facie evidence of the 
     amount borrowed under either interest option and the interest rate; 
     provided, however, that failure of Bank to make any such notation in its 
     records shall not discharge Debtor from its obligations to repay in full 
     with interest all amounts borrowed. In no event shall any Interest 
     Period extend beyond the maturity date of this note.

     To exercise this option, Debtor may, from time to time with respect to 
     principal outstanding on which a Base Interest Rate is not accruing, and 
     on the expiration of any Interest Period with respect to principal 
     outstanding on which a Base Interest Rate has been accruing, select an 
     index offered by Bank for a Base Interest Rate Loan and an Interest 
     Period by telephoning an authorized lending officer of Bank located at 
     the banking office identified below prior to 10:00 a.m., Pacific time, 
     on any Business Day and advising that officer of the selected index, the 
     Interest Period and the Origination Date selected (which Origination 
     Date, for a Base Interest Rate Loan based on the LIBOR-Rate, shall 
     follow the date of such selection by no more than two (2) Business Days).

     Bank will mail a written confirmation of the terms of the selection to 
     Debtor promptly after the selection is made. Failure to send such 
     confirmation shall not affect Bank's rights to collect interest at the 
     rate selected. If, on the date of the selection, the index selected is 
     unavailable for any reason, the selection shall be void. Bank reserves 
     the right to fund the principal from any source of funds notwithstanding 
     any Base Interest Rate selected by Debtor.

     b. VARIABLE INTEREST RATE.  All principal outstanding hereunder which is 
     not bearing interest at a Base Interest Rate shall bear interest at a 
     rate per annum equal to the Reference Rate plus the Applicable Margin, 
     which rate shall vary as and when the Reference Rate or the Applicable 
     Margin, as the case may be, changes.

     At any time prior to the maturity of this note, subject to the 
     provisions of paragraph 4, below, of this note, Debtor may borrow, repay 
     and reborrow hereon so long as the total outstanding at any one time 
     does not exceed the principal amount of this note. Debtor shall pay all 
     amounts due under this note in lawful money of the United States at 
     Bank's ORANGE COUNTY COMMERCIAL BANKING Office, or such other office as 
     may be designated by Bank, from time to time.


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2. LATE PAYMENTS.  If any payment required by the terms of this note shall 
remain unpaid ten days after same is due, at the option of Bank, Debtor shall 
pay a fee of $100 to Bank.

3. INTEREST RATE FOLLOWING DEFAULT.  In the event of default, at the option 
of Bank, and, to the extent permitted by law, interest shall be payable on 
the outstanding principal under this note at a per annum rate equal to five 
percent (5%) in excess of the interest rate specified in paragraph 1.b. 
above, calculated from the date of default until all amounts payable under 
this note are paid in full.

4. PREPAYMENT.

     a. Amounts outstanding under this note bearing interest at a rate based 
     on the Reference Rate may be prepaid in whole or in part at any time, 
     without penalty or premium. Debtor may prepay amounts outstanding under 
     this note bearing interest at a Base Interest Rate in whole or in part 
     provided Debtor has given Bank not less than five (5) Business Days 
     prior written notice of Debtor's intention to make such prepayment and 
     pays to Bank the liquidated damages due as a result. Liquidated Damages
     shall also be paid, if Bank, for any other reason, including 
     acceleration or foreclosure, receives all or any portion of principal 
     bearing interest at a Base Interest Rate prior to its scheduled payment 
     date. Liquidated Damages shall be an amount equal to the present value 
     of the product of: (i) the difference (but not less than zero) between 
     (a) the Base Interest Rate applicable to the principal amount which is 
     being prepaid, and (b) the return which Bank could obtain if it used the 
     amount of such prepayment of principal to purchase at bid price 
     regularly quoted securities issued by the United States having a 
     maturity date most closely coinciding with the relevant Base Rate 
     Maturity Date and such securities were held by Bank until the relevant 
     Base Rate Maturity Date ("Yield Rate"); (ii) a fraction, the numerator 
     of which is the number of days in the period between the date of 
     prepayment and the relevant Base Rate Maturity Date and the denominator 
     of which is 360; and (iii) the amount of the principal so prepaid 
     (except in the event that principal payments are required and have been 
     made as scheduled under the terms of the Base Interest Rate Loan being 
     prepaid, then an amount equal to the lesser of (A) the amount prepaid 
     or (B) 50% of the sum of (1) the amount prepaid and (2) the amount of 
     principal scheduled under the terms of the Base Interest Rate Loan being 
     prepaid to be outstanding at the relevant Base Rate Maturity Date). 
     Present value under this note is determined by discounting the above 
     product to present value using the Yield Rate as the annual discount 
     factor.

     b. In no event shall Bank be obligated to make any payment or refund to 
     Debtor, nor shall Debtor be entitled to any setoff or other claim 
     against Bank, should the return which Bank could obtain under this 
     prepayment formula exceed the interest that Bank would have received if no 
     prepayment had occurred. All prepayments shall include payment of 
     accrued interest on the principal amount so prepaid and shall be applied 
     to payment of interest before application to principal. A determination 
     by Bank as to the prepayment fee amount, if any, shall be conclusive.

     c. Bank shall provide Debtor a statement of the amount payable on 
     account or repayment. Debtor acknowledges that (i) Bank establishes a 
     Base Interest Rate upon the understanding that it apply to the Base 
     Interest Rate Loan for the entire Interest Period, and (ii) any 
     prepayment may result in Bank incurring additional costs, expenses or 
     liabilities; and Debtor agrees to pay these liquidated damages as a 
     reasonable estimate of the costs, expenses and liabilities of Bank 
     associated with such prepayment.

5. DEFAULT AND ACCELERATION OF TIME FOR PAYMENT.  Default shall include, but 
not be limited to, any of the following: (a) the failure of Debtor to make 
any payment required under this note when due; (b) any breach, 
misrepresentation or other default by Debtor, any guarantor, co-maker, 
endorser, or any person or entity other than Debtor providing security for 
this note (hereinafter individually and collectively referred to as the 
"Obligor") under any security agreement, guaranty or other agreement between 
Bank and any Obligor; (c) the insolvency of any Obligor or the failure of any 
Obligor generally to pay such Obligor's debts as such debts become due; 
(d) the commencement as to any Obligor of any voluntary or involuntary 
proceeding under any laws relating to bankruptcy, insolvency, reorganization, 
arrangement, debt adjustment or debtor relief; (e) the assignment by any 
Obligor for the benefit of such Obligor's creditors; (f) the appointment, or 
commencement of any proceeding for the appointment of a receiver, trustee, 
custodian or similar official for all or substantially all of any Obligor's 
property; (g) the commencement of any proceeding for the dissolution or 
liquidation of any Obligor; (h) the termination of existence or death of any 
Obligor; (i) the revocation of any guaranty or subordination agreement given 
in connection with this note; (j) the failure of any Obligor to comply with 
any order, judgement, injunction, decree, writ or demand of any court or 
other public authority; (k) the filing or recording against any Obligor, or 
the property of any Obligor, of any notice of levy, notice to withhold, or 
other legal process for taxes other than property taxes; (l) the default by 
any Obligor personally liable for amounts owed hereunder on any obligation 
concerning the borrowing of money; (m) the issuance against any Obligor, or 
the property of any Obligor, of any writ of attachment, execution, or other 
judicial lien; or (n) the deterioration of the financial condition of any 
Obligor which results in Bank deeming itself, in good faith, insecure. Upon 
the occurrence of any such default, Bank, in its discretion, may cease to 
advance funds hereunder and may declare all obligations under this note 
immediately due and payable; however, upon the occurrence of an event of 
default under d, e, f, or g, all principal and interest shall automatically 
become immediately due and payable.

6. ADDITIONAL AGREEMENTS OF DEBTOR. If any amounts owing under this note are 
not paid when due, Debtor promises to pay all costs and expenses, including 
reasonable attorneys' fees, incurred by Bank in the collection or enforcement 
of this note. Debtor and any endorsers of this note, for the maximum period 
of time and the full extent permitted by law, (a) waive diligence, 
presentment, demand, notice of nonpayment, protest, notice of protest, and 
notice of every kind; (b) waive the right to assert the defense of any 
statute of limitations to any debt or obligation hereunder; and (c) consent 
to renewals and extensions of time for the payment of any amounts due under 
this note. If this note is signed by more than one party, the term "Debtor" 
includes each of the undersigned and any successors in interest thereof; all 
of whose liability shall be joint and several. Any married person who signs 
this note agrees that recourse may be had against the separate property of 
that person for any obligations hereunder. The receipt of any check or other 
item of payment by Bank, at its option, shall not be considered a payment on 
account until such check or other item of payment is honored when presented 
for payment at the drawee bank. Bank may delay the credit of such payment 
based upon Bank's schedule of funds availability, and interest under this 
note shall accrue until the funds are deemed collected. In any action brought 
under or arising out of this note, Debtor and any Obligor, including their 
successors and assigns, hereby consent to the jurisdiction of any competent 
court within the State of 


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California, as provided in any alternative dispute resolution agreement 
executed between Debtor and Bank, and consent to service of process by any 
means authorized by said state's law. The term "Bank" includes, without 
limitation, any holder of this note. This note shall be construed in 
accordance with and governed by the laws of the State of California. This 
note hereby incorporates any alternative dispute resolution agreement 
previously, concurrently or hereafter executed between Debtor and Bank.

7. DEFINITIONS.  As used herein, the following terms shall have the meanings 
respectively set forth below: "Agreement" means that certain Amended and 
Restated Loan Agreement, of even date herewith, by and between Debtor and 
Bank, as at any time amended, supplemented or otherwise modified or restated. 
"Applicable Margin" means (1) in the case of a Base Interest Rate Loan, a per 
annum rate equal to (a) 2.75%, if the ratio of Debtor's total liabilities to 
Tangible Net Worth (as such term is defined in the Agreement) (the "Leverage 
Ratio") as at the end of the most recent calendar month in respect of which 
Debtor has furnished a financial statement to Bank as required by the 
Agreement (the "Reported Period") is equal to or greater than 2.25:1.00, (b) 
2.50%, if the Leverage Ratio as at the end of the most recent Reported Period 
is less than 2.25:1.00 but equal to or greater than 2.00:1.00, (c) 2.25%, if 
the Leverage Ratio as at the end of the most recent Reported Period is less 
than 2.00:1.00 but equal to or greater than 1.75:1.00, (d) 2.00%, if the 
Leverage Ratio as at the end of the most recent Reported Period is less than 
1.75:1.00 but equal to or greater than 1.50:1.00, and (e) 1.75%, if the 
Leverage Ratio as at the end of the most recent Reported Period is less than 
1.50:1.00; and (2) in the case of principal amounts outstanding hereunder that 
are bearing interest at a rate based upon the Reference Rate, a per annum 
rate equal to (a) 0.25%, if the Leverage Ratio as at the end of the most 
recent Reported Period is equal to or greater than 2.25:1.00, and (b) 0.00%, 
if the Leverage Ratio as at the end of the most recent Reported Period is 
less than 2.25:1.00. A change in the Applicable Margin resulting from a 
change in the Leverage Ratio shall become effective on the first day of the 
calendar month following the Reported Period in respect of which a financial 
statement furnished by Debtor to Bank pursuant to the Agreement reflects a 
change in the Leverage Ratio which requires a change in the Applicable Margin 
as provided for herein. For the purpose of determining the Applicable Margin, 
if a default under this note or an Event of Default (as such term is defined 
in the Agreement) has occurred and is continuing (including without 
limitation a default or an Event of Default resulting from the failure of 
Debtor to furnish any financial statement to Bank as required by the 
Agreement), then, without waiving any right or remedy that Bank may have 
under the Agreement as a result of such default or Event of Default 
(including without limitation the rights to accelerate Debtor's obligations 
and invoke the default interest rate), the Leverage Ratio shall be 
conclusively presumed to be equal to or greater than 2.25:100 from the date 
of the occurrence of such default or Event of Default until such default or 
Event of Default is cured or otherwise waived by Bank. "Base Interest Rate" 
means a rate of interest based on the LIBOR-Rate. "Base Interest Rate Loan" 
means amounts outstanding under this note that bear interest at a Base 
Interest Rate. "Base Rate Maturity Date" means the last day of the Interest 
Period with respect to principal outstanding under a Base Interest Rate Loan. 
"Business Day" means a day on which Bank is open for business for the funding 
of corporate loans, and, with respect to the rate of interest based on the 
LIBOR Rate, on which dealings in U.S. dollar deposits outside of the United 
States may be carried on by Bank. "Interest Period" means with respect to 
funds bearing interest at a rate based on the LIBOR Rate, any calendar period 
of one, three, six, nine or twelve months. In determining an Interest Period, 
a month means a period that starts on one Business Day in a month and ends on 
and includes the day preceding the numerically corresponding day in the next 
month. For any month in which there is no such numerically corresponding day, 
then as to that month, such day shall be deemed to be the last calendar day 
of such month. Any Interest Period which would otherwise end on a 
non-Business Day shall end on the next succeeding Business Day unless that is 
the first day of a month, in which event such Interest Period shall end on 
the next preceding Business Day. "LIBOR Rate" means a per annum rate of 
interest (rounded upward, if necessary, to the nearest 1/100 of 1%) at which 
dollar deposits, in immediately available funds and in lawful money of the 
United States would be offered to Bank, outside of the United States, for a 
term coinciding with the Interest Period selected by Debtor and for an amount 
equal to the amount of principal covered by Debtor's interest rate selection, 
plus Bank's costs, including the costs, if any, of reserve requirements. 
"Origination Date" means the first day of the Interest Period. "Reference 
Rate" means the rate announced by Bank from time to time at its corporate 
headquarters as its Reference Rate. The Reference Rate is an index rate 
determined by Bank from time to time as a means of pricing certain extensions 
of credit and is neither directly tied to any external rate of interest or 
index nor necessarily the lowest rate of interest charged by Bank at any 
given time.

PRINTRAK INTERNATIONAL INC.
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By  /s/ Susanna Bennett  VP OF FINANCE
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