Exhibit 10.2


 


Offer of Employment Letter Agreement


 


December 19,
2007


 


Mr. Frank
R. Mitchell


7409
Weaver Way


Prescott
Valley, AZ 86314


 


Dear
Frank:


 


ImageWare
Systems, Inc. (“ImageWare”) is pleased to offer you the position of Vice
President, Advanced Programs. We would like your start date to be Thursday, December 20,
2007.


 


You
will be expected to perform various duties consistent with your position, as
provided to you from time-to-time by your supervisor. ImageWare may change your
position, duties and work location from time to time, as it deems necessary.
You will report to me, Chairman and Chief Executive Officer, in the San Diego
office located at 10883 Thornmint Road, San Diego, CA 92127.


 


If
you accept this offer, your compensation will be $5,833.33 semi-monthly, less
standard payroll deductions and all required withholdings.


 


You
will be eligible for standard ImageWare benefits as in effect from time to
time. ImageWare provided benefits become effective the first day of the month
following sixty (60) days of employment. In your case, benefits will become
effective March 1, 2008. It is currently the policy of ImageWare to
provide health insurance premium coverage for the employee, plus one qualifying
dependent. Please feel free to contact me at 858-673-8600 x113 should you have
specific questions regarding benefits and/or ImageWare policies. Your Paid Time
Off (PTO) will accrue at a rate equal to 120 hours per year or 15 days.


 


As
an ImageWare employee, you will be expected to abide by ImageWare corporate
policies. As a condition of employment, you will be required to sign and comply
with the attached Employee Nondisclosure and Invention Assignment Agreement,
which among other things, prohibits unauthorized use or disclosure of the
proprietary information of ImageWare.


 


Please
understand that all employees at ImageWare are considered to be “at will
employees,” which means that no guarantee of employment is made or implied. You
may terminate your employment with ImageWare at any time and for any reason whatsoever
simply by notifying ImageWare. Likewise, ImageWare may terminate your
employment at any time and for any reason whatsoever, with or without cause or
advance notice. This at-will employment relationship cannot be changed except
in writing signed by an authorized ImageWare officer.


 


All
employees, with access to customer databases and information, are required to
submit to and pass a criminal background investigation. Should an employee,
whose essential functions and responsibilities require access to such databases
and information, fail to submit to and pass a criminal background investigation
that employee’s employment will immediately terminate.


 


 


	
  

  	
  

  10883 Thornmint Road
  San Diego, CA 92127 · p: 858.673.8600 F: 858.673.1700. · www.iwsinc.com

  



 

















 


Frank
R. Mitchell


December 19,2007


 


This
letter, together with your Employee Nondisclosure and Invention Assignment
Agreement, forms complete and exclusive statement of the terms of your
employment with ImageWare. The employment terms in this letter supersede any
other agreements or promises made to you by anyone, whether oral or written.
This offer is subject to satisfactory proof of your right to work in the United
States as well as your fulfillment of all other necessary conditions required
by state or federal law.


 


Please
sign and date one copy of this letter, and return it to Sheryl Edwards
attention at 10883 Thornmint Road, San Diego, CA 92127 or via the Human
Resources confidential fax at 858-451-8338 within five (5) days of
receipt, to indicate your acceptance of this offer. Retain a second copy for
your records.


 


When
reporting to your first day of employment, please be prepared to provide
satisfactory evidence for eligibility of employment as required by federal law.
Failure to provide satisfactory evidence for eligibility of employment may
delay your employment status with ImageWare.


 


We
are looking forward to a mutually rewarding relationship and believe in your
ability to contribute to the future success of ImageWare. If you have any
questions about this offer, please do not hesitate to call.


 


	
  Sincerely,

  
	
   

  
	
   

  
	
  /s/
  Jim Miller

  	
   

  
	
  Jim
  Miller

  
	
  Chairman/Chief
  Executive Officer

  



 


Acknowledgment
and Acceptance:


 


I
hereby accept the terms of my employment with ImageWare Systems, Inc. as
set forth above and acknowledge that my employment with ImageWare Systems, Inc.
is at-will.


 


 


	
  /s/
  Frank R. Mitchell

  	
   

  	
  19
  December, 2007

  
	
  Frank
  R. Mitchell

  	
   

  	
  Date

  



 


End
: Employee Nondisclosure and Invention Assignment Agreement.


 


 


	
  

  	
  

  10883 Thornmint Road San Diego, CA 92127 · p:
  858.673.8600 F: 858.673.1700. · www.iwsinc.com