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UNION
  BANK OF
CALIF0RNIA

                                 PROMISSORY NOTE
                                   (BASE RATE)

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Borrower Name PRINTRAK INTERNATIONAL INC.
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Borrower Address                                       Office 45061    Loan Number 7l447051 87   0081-00-0-000
1250 NORTH TUSTIN AVE.
ANAHEIM, CA 92807                                      Maturity Date AUGUST 2, 1999      Amount $15,000,000.00
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$15,000,000.00                                                Date JULY 31, 1998
 
FOR VALUE RECEIVED, on AUGUST 2, 1999, 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 SEPTEMBER 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 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 communication 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, of this note,
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 then 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 Stares 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
     of prepayment. 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 then 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 ether 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 2.25:1.00 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 dealing 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 LIROR 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 include the day preceeding 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 and on
the next preceeding 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.


By
  /s/ Susanna Bennett
  ---------------------------------------
  SUSANNA BENNETT, CORPORATE SECRETARY/VP


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