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ImageWare Systems Closes $7M Private Placement Financing

SAN DIEGO, CA, December 1, 2003 - ImageWare Systems, Inc. (AMEX: IW), today announced the closing of its private placement offering of $7 million. As earlier announced, ImageWare will use the proceeds for debt repayment and working capital purposes.

The private placement was priced at $1.72 per unit. Each unit consists of one share of common stock and a warrant to purchase 0.20 shares of common stock. The warrants have an exercise price of $2.58 per share and a five-year term. ImageWare will issue approximately 4,070,000 new shares of common stock and warrants to purchase up to approximately 814,000 shares of common stock. ImageWare will use approximately $4.5 million of the proceeds from this transaction to retire the Company’s outstanding 12.5% convertible secured debt, with the balance to be used for working capital.

“We are very pleased with the successful closing of this placement in a very difficult financing climate,” said ImageWare’s chairman and CEO Jim Miller. “Now that we have reached operating profitability, this financing will further continue to provide ImageWare with more flexibility as we execute our business plan and pursue other market opportunities.”

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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