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ImageWare Systems Closes Financing with Perseus, LLC

SAN DIEGO, CA, May 23, 2002 - ImageWare Systems, Inc. (AMEX:IW) has closed $2 million in 12.5% senior secured convertible debt financing with affiliates of Perseus, LLC a Washington, DC and New York City based private equity fund management company. The note is convertible into common equity of ImageWare at $4.31 per share. ImageWare, which specializes in law enforcement and smart ID card technology, will use the proceeds for working capital, and Perseus will work closely with ImageWare to identify strategic opportunities for the company's growth.

"We are pleased to announce our new partnership with Perseus, which shares our goal of growing ImageWare," said Jim Miller, chairman and chief executive officer of ImageWare. "Perseus will assist us in the execution and financing of our growth strategy as the inevitable consolidation of the security technology industry unfolds."

"ImageWare's position provides a strong platform for significant growth in the security technology industry," said Bill Ford of Perseus. "We are pleased to close this new partnership and look forward to working with ImageWare management on execution and financing of the company's growth strategy."

About ImageWare Systems, Inc.
ImageWare Systems, Inc. (AMEX:IW), is a leading developer and provider of identity management solutions, providing biometric, secure credential, law enforcement and digital imaging technologies. Scalable for worldwide deployment, the Company's biometric product line includes a multi-biometric engine that is hardware and algorithm independent, enabling the enrollment and management of unlimited population sizes. ImageWare's identification products are used to manage and issue secure credentials including national IDs, passports, driver licenses, smart cards and access control credentials. ImageWare's digital booking products provide law enforcement with integrated mug shot, fingerprint Livescan and investigative capabilities. The Company also provides comprehensive digital workflow solutions for the professional photography industry. ImageWare is headquartered in San Diego, with offices in Washington DC and Canada. For more information visit www.iwsinc.com.

Safe Harbor Statement
This news release may contain forward-looking statements made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. While these statements are meant to convey to the public the company's progress, business opportunities and growth prospects, readers are cautioned that such forward-looking statements represent management's opinion. While management believes such representation to be true and accurate based on the information available to the company, actual results may differ materially from those described. The company's operations and business prospects are always subject to risks and uncertainties. Important facts that may cause actual results to differ are set forth in the company’s periodic filings with the U.S. Securities and Exchange Commission.


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