SUBCONTRACT AGREEMENT
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SUBCONTRACTOR:   XImage Corporation          SUBCONTRACT #: 4500076043
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ADDRESS:         1050 North Fifth Street     MODIFICATION #: Basic
                 San Jose, CA 95112
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                                             TYPE: Firm Fixed Price with Options
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SUBCONTRACT AGREEMENT VALUE: $2,389,500
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                            INTRODUCTION

This Subcontract Agreement, effective as of signature date to this
Subcontract Agreement, is made between SCIENCE APPLICATIONS INTERNATIONAL
CORPORATION (hereinafter known as "Buyer"), a company with principal offices
located at 8301 Greensboro Drive, McLean, VA 22102 and XIMAGE CORPORATION
(hereinafter known as "Seller"), a Corporation, with principal offices
located at 1050 North Fifth Street, San Jose, CA 95112. The effort to be
performed by Seller under this Subcontract Agreement will be part of Buyer's
Prime Contract (The Prime Contract), which has been issued by the City of New
York Police Department. The material and services defined in Schedule C -
"CLIN List/Price Matrix" shall be delivered on a Firm Fixed Price With
Options and in accordance with Schedule A - "Specific Terms and Conditions",
Schedule B - "Statement of Work" and Schedule C and other Attachments
incorporated herein by reference as delineated in Section 18.0.

                             SCHEDULE A
                   SPECIFIC TERMS AND CONDITIONS

1.0  SCOPE OF SERVICES

The Seller shall perform services and deliver equipment in accordance with
the Schedule B - "Statement of Work" and Attachment 1 - "System
Requirements". The term of this Subcontract Agreement is valid through final
acceptance of the delivered system in accordance with the criteria defined in
Schedule B - "Statement of Work" or for termination for other than default,
at which time the final milestone payment shall be remitted to Seller with
the contents of the Technical Data Package and Seller shall provide Buyer
with a "Release of Claim" statement.

2.0  OPTIONS

Buyer shall have the unilateral right to exercise an undefined quantity of
equipment options provided by Seller, for (i) additional hardware/software at
any quantity; (ii) system maintenance options for up to sixty (60) month of
on-site maintenance services in the City of New York as defined in Schedule B
- "Statement of Work"; and (iii) "Housing Authority Module". All options
shall be exercised prior to completion of the Final System Acceptance
Milestone. The Pre-acceptance maintenance option shall be exercised prior to
expiration of warranty periods for all hardware/software items on a per line
item basis and the Post-acceptance option shall be exercised upon successful
completion of final acceptance tests.

3.0  FIRM FIXED PRICE

All prices shall be firm fixed price for each line item identified in
Schedule C - "CLIN List/Price Matrix". These prices are firm fixed for the
duration of the Subcontract Agreement and include all options available to
Buyer. All prices are predicated on the exclusive use of non-union labor for
all tasks required, including on-site installation and support and do not
include ancillary furnishings and fixtures (e.g. chairs, printer stands,
lamps, etc...). Current

                                 SAIC Form 9-932-024 (4/96)
                              Modification: 04 September 1996

<PAGE>

funding is limited to $1,000,000 and will be incrementally increased after
review of completed milestone(s). Unless amended in writing by mutual
agreement of the parties, Seller is not obligated to incur expenses or make
commitments in excess of this amount and Buyer is not obligated to compensate
Seller beyond the amount stated.

4.0  PAYMENTS

Progress payments shall be provided in accordance with the scheduled payments
identified in Attachment 4 - "Payment Schedule", which shall be made after
verification of schedule compliance and review. Transfer of ownership title
to the subject delivered material(s) to Buyer upon delivery to Seller shall
be provided with each invoice in the form of an attached inventory list.
Authorization for payment shall be issued exclusively by Buyer's contractual
representative delineated in Section 7.0. Seller shall retain liability for
theft, loss, and/or damage that may occur to Seller's negligence until
delivery of material to the point of installation at which time Buyer and/or
Buyer's customer shall inherit liability of its physical security.

5.0  LIQUIDATED DAMAGES

     5.1  After all software and hardware has been installed for the system,
          all prototyping and beta stress testing has been completed, and
          after the end user has received the proposed training, the final
          system acceptance period of ninety (90) days will begin. This
          acceptance testing is for purpose of demonstrating that the entire
          system has been integrated and all interfaces to external systems are
          functional.

     5.2  A total equal to five hundred thousand ($500,000) of the Subcontract
          Agreement value shall be withheld without interest to Seller,
          pending satisfactory completion of the ninety (90) day final system
          acceptance period as stated in Attachment 7 - "Acceptance Criteria".

     5.3  If the system software and hardware as provided by Seller, performs
          to all specifications, standards, interfaces, and response times as
          stipulated in this agreement during the entire ninety (90) day
          acceptance period, the Seller will be paid for all withheld money.
          If during the acceptance period, the system software and hardware
          as provided by Seller, does not perform as stipulated in this
          agreement, the Seller will be contacted by the Buyer and the Seller
          will provide a strategy and time line for meeting the required
          specifications. A new acceptance period of ninety (90) days will
          begin when the system performs to all specifications.

     5.4  If the same problem occurs three (3) times or more and materially
          affects the proper performance of the system as provided by Seller,
          cannot be corrected within thirty (30) days from the third
          failure/problem, the system will be considered non-acceptable. At
          the Buyer's unilateral option and to the extent imposed on Buyer,
          any payments and/or monies previously withheld from the Seller as
          identified in Attachment 4, may be permanently retained as total
          compensation for liquidated damages between the Seller and the
          Buyer. Final resolution may include termination for default and
          suspension of progress payments until satisfactory resolution of
          the problem is completed.

6.0  INVOICES

Invoices shall be mailed to:     SAIC/Subcontracts Department
                                 M/S E-8-4
                                 8301 Greensboro Drive
                                 McLean, VA 22102

Invoices will be submitted on a monthly basis with Net 30 payment terms and
clearly reference the Buyer's Subcontract Agreement Number. The invoice will
clearly define the costs included therein. Invoices shall include the "Amount
previously billed", the "Amount of this invoice" and the "Total amount billed
to date". Compensation shall be in accordance with the progress payments
schedule identified in Attachment 4 with the exception of

                                 SAIC Form 9-932-024 (12/92)
                                    Modification: 11/09/95

<PAGE>

hardware/software maintenance, which shall be invoiced monthly in arrears to
performance of services.

Payment of invoices shall not constitute Buyer final acceptance of
deliverable material and/or milestone completion in some instances. Final
acceptance of a milestone shall be upon successful approval of data items or
testing in accordance with the acceptance criteria detailed in Schedule B -
"Statement of Work" for hardware/software related tasks.

7.0  TECHNICAL AND CONTRACTUAL REPRESENTATIVES

The following authorized representatives are hereby designated for this
Subcontract Agreement:

<TABLE>
<S>                                       <C>
Seller:  XImage Corporation               Buyer: Science Applications International Corp.
TECHNICAL:   Jagdish Narasimhan           TECHNICAL:     Robin Briceno
Phone:       408/288-8800 Ext. 128        Phone:         703/556-5951
Fax:         408/993-1050                 Fax:           703/556-9722

CONTRACTUAL: Ken Fields                   CONTRACTUAL:   Thomas Morris
Phone:       408/288-8800 Ext. 105        Phone:         703/556-7327
Fax:         408/993-1050                 Fax:           703/790-8463
</TABLE>

Any notice, request, document or other communication submitted by either
party to the other under this subcontract shall be in writing or through a
wire or electronic medium which produces a tangible record of the
transmission, such as a telegram, cable or facsimile, and will be deemed duly
given or sent when delivered to the Contractual Representatives identified
above to:

<TABLE>
<S>                                       <C>
Seller:  XImage Corporation               Buyer: Science Applications International Corp.
         1050 North Fifth Street          8301 Greensboro Drive
         San Jose, CA 95112               MS E-8-4
                                          McLean, VA 22102
</TABLE>

8.0  KEY PERSONNEL

(a)  For purposes of this clause, "Key Personnel" as identified below is
defined as those individuals who are mutually recognized by Buyer and Seller
as essential to the successful completion and execution of this subcontract.

(b)  Personnel designated as "Key Personnel" shall be assigned to the extent
necessary for the timely completion of the task thru a minimum of "Milestone
B2AT" identified in Attachment 2 - "Project Milestones and Schedule".
Continued participation as a "Key Personnel" shall be as an oversight
function of program and subcontract requirements compliance and will escalate
on an as required basis. Any substitution involving Seller's "Key Personnel"
assigned to this work shall be made only with persons of equal abilities and
qualifications and is subject to prior approval of Buyer in writing which
shall not be unreasonably withheld.

(c)  Buyer reserves the right to direct the removal of any individual assigned
     to this subcontract with reasonable cause.

     Seller's Key Personnel are:    Ken Fields
                                    Jagdish Narasimhan

9.0  CHANGES

Buyer with written notice to Seller at any time before complete delivery is
made under this order, may make changes within the specific scope in any one
or more of the following: (a) drawings, designs, or specifications; (b)
quantity; (c) delivery; (d) method of shipment or routing, and (e) make
changes in the amount of Buyer furnished property; or Buyer, for any reason,
may direct Seller to suspend, in whole or part, delivery of items or
performance

                                 SAIC Form 9-932-024 (4/96)
                              Modification: 04 September 1996

<PAGE>

of services hereunder for such period of time as may be determined by Buyer
to be necessary or desirable. If any such change or suspension causes an
increase or decrease in the cost of, or the time of performance for any part
of the work under this order, an equitable adjustment shall promptly be made
in the price, order and/or delivery schedule, or other issues that may
require amendment. Seller shall notify Buyer in writing of any claim for such
adjustment within twenty (20) days from the date of such notice from Buyer,
or from the date of any act of Buyer, which Seller may consider constitutes a
change. No such adjustment or any other modification of the terms of this
order will be allowed unless authorized by Buyer by means of a written
revision to this order. Seller shall proceed with the work as changed without
interruption and without awaiting settlement on any such claim and Buyer
shall promptly resolve the pending claim for equitable adjustment.

10.0  SUBCONTRACT AGREEMENT ACCEPTANCE

The Acceptance Copy of this Subcontract Agreement shall be signed and
returned by the Seller within five (5) calendar days after it is received by
the Seller. Receipt by the Buyer of the signed Subcontract Agreement or
initiation of performance under this Subcontract Agreement by the Seller
shall constitute acceptance of the Subcontract Agreement by the Seller,
including all of the terms and conditions herein. Acceptance is limited to
the terms stated herein. Any additional or different terms and conditions
proposed by the Seller are rejected unless expressly agreed to in writing by
an authorized representative of the Buyer's Procurement Department.

11.0  CONTACTS

Contacts with Buyer which affect the labor rates, schedule, statement of
work, and subcontract agreement terms and conditions shall be made with the
authorized contractual representative. No changes to this Subcontract
Agreement shall be binding upon Buyer unless incorporated in a written
modification to the Subcontract Agreement and signed by Buyer's and Seller's
contractual representative.

The effort set forth in Schedule B - "Statement of Work" shall be performed
under the technical direction of Buyer's technical representative. When, in
Seller's opinion, such technical direction constitutes a change to the
Subcontract Agreement, Buyer's contractual representative shall be notified
immediately for authorization of such change. Until such authorization is
granted by Buyer's contractual representative, Seller shall perform in
accordance with the Subcontract Agreement as specified.

12.0  HARDWARE WARRANTY

Seller represents and warrants (1) that all hardware delivered pursuant
hereto will be new and all hardware shall be free from defects in material;
(2) that all items will conform to the specifications and drawings as set
forth in Attachment 1 - "System Requirements" of this Agreement; and (3) that
all hardware warranty services performed pursuant hereto will be free from
defects in material and workmanship and will be performed in accordance with
the specifications and instructions of Buyer. However, Seller retains
discretion and control with respect to the manner and means of performing
such services and shall at all times remain an independent contractor. All
the representations and warranties of Seller together with its service
warranties and guarantees, if any shall transfer to Buyer and Buyer's
customer. This warranty shall survive acceptance and payment for a period of
ninety (90) days from the date of Block Acceptance Test for the particular
set of material under consideration, at which time the specific warranty
period for the aforementioned material shall terminate. This warranty shall
not apply to any hardware which has been subjected to misuse, repair,
alteration of system components or configuration, neglect, accident,
inundation, or fire.

12.1  SOFTWARE MAINTENANCE WARRANTY

Seller represents and warrants that all software related materials furnished
under this Agreement are in conformance with Subcontract Agreement
requirements set forth in Attachment 1 - "System Requirements" of this
Agreement and that the software is fit for the intended purpose of which it
is sold. Seller warrants that the Software will perform the functions set
forth in Attachment 1 - "System Requirements" of this Agreement so long as
the software is

                                 SAIC Form 9-932-024 (12/92)
                                    Modification: 11/09/95
<PAGE>

unmodified and operated in accordance with the instructions of the Seller.
Seller's sole obligation and liability under this warranty shall be to provide
corrections to the Software to cause it to perform as specified in Attachment
1 - "System Requirements". All the representations and warranties of Seller
together with its service warranties and guarantees, shall transfer to Buyer
and Buyer's customer. This warranty shall survive acceptance for a period of
ninety (90) days from the date of Block Acceptance Test completion for the
particular set of Software under consideration, at which time the standard
warranty period for the aforementioned Software shall terminate.

12.2  EXTENDED SOFTWARE/HARDWARE MAINTENANCE

Buyer shall have the unilateral option to procure extended maintenance
coverage from Seller for all hardware and software products provided by Seller
as identified in Section 2.0. This maintenance shall be in accordance with
Attachment 6 of Schedule B.

12.3  SYSTEM/SUBSYSTEM DOWN-TIME CREDIT

Seller shall provide Buyer with the unilateral option in accordance with
Section 2.0 of this Schedule A, for Seller's performance of system
maintenance at the agreed to price contained in Schedule C. If Seller fails
to respond with an on-site maintenance representative within two (2) hours
of a maintenance service request from the user resulting from the total
failure of a major systems or subsystem, the Seller may be assessed a
downtime credit of fifty dollars ($50.00) per hour for every hour or fraction
thereof that the two (2) hour response time requirement is exceeded. Major
systems and subsystems are defined as; (i) the Central Server Subsystem; and
(ii) all capture stations at any one location. Any credits resulting from
excessive down-time shall be accounted for and resolved within thirty (30)
calendar days from the date of it being incurred. Multiple requests for the
support of a single failure (e.g. a server failure which results in a call
from each precinct.) shall be considered a single failure and single
maintenance service request.

13.0  COMPLIANCE WITH LAWS, REGULATIONS AND ETHICS

In addition to the obligations in this Agreement and generally in performing
the Services both Parties accept that their individual conduct shall at all
times comply with all laws, rules and regulations of government and other
bodies having jurisdiction over the area in which the Services are being
conducted.

14.0  ASSIGNMENTS AND SUBCONTRACTS

Seller may assign this Subcontract Agreement if Buyer provides written
consent to such assignment in advance, which shall not be unreasonably
withheld. If such assignment occurs in connection with the sale of Seller's
company or with the sale of all or substantially all of Seller's assets
("transaction"), the parties agree that Buyer's failure to consent to an
assignment to an acquirer whose financial condition and technical expertise is
equal to or better than that provided by Seller would be unreasonable. If
Seller assigns this Subcontract Agreement, the assignee shall be fully
responsible for Seller's obligations hereunder. If a Transaction occurs and
this Subcontract Agreement is not assigned, Seller shall remain fully
responsible for its obligations hereunder. Seller agrees to obtain Buyer's
approval before subcontracting this order or any substantial portions
thereof; provided however, that this limitation shall not apply to the
purchase of standard commercial supplies or raw materials.

15.0  TECHNICAL DATA PACKAGE

Seller represents and warrants to Buyer that it is owner of, and holder of
all rights in the Technical Data Package (TDP), and has the right to grant
Buyer the license rights to the TDP with escrow agent pursuant to the terms
of the Subcontract Agreement.

      15.1  Seller represents and warrants to Buyer that the TDP deposited
            with Escrow Agent will at all times be the current release of the
            material(s) offered to Buyer in support of this Subcontract
            Agreement.


                            SAIC Form 9-932-024 (4/96)
                          Modification: 04 September 1996

<PAGE>

      15.2  Seller represents and warrants that the TDP shall be
            understandable and useable by educated computer programming
            personnel who are generally familiar with "C" programming,
            though not necessarily those incorporating the Seller's
            programs. Seller also represents and warrants that the programs
            do not involve any proprietary languages or programming components
            that such a contractor could not reasonably be expected to
            understand, except to the extent the TDP contains sufficient
            commentary to enable and use such languages or components. Seller
            further represents and warrants that the TDP includes all of the
            devices, programming, and documentation necessary for the
            maintenance of the program(s) by Buyer upon release of the TDP
            pursuant to this Subcontract Agreement, except for devices,
            programming, and documentation commercially available to Buyer on
            reasonable terms through readily known sources other than the
            Seller. In addition the TDP shall include exploded bills of
            material which include manufacturer and manufacturer part numbers,
            assembly drawings, inter-connect diagrams, Software Source Code
            for ForceField, any other Seller provided software, and
            applicable peripheral drivers, duplication (Master) disks for all
            software and documentation, and process control/test plan
            documents.

      15.3  The deposit of the TDP and any license(s) thereof are intended to
            provide Buyer access to, and right to use of, the TDP in the
            event that Seller defaults to its contractual obligations as
            defined in this Subcontract Agreement in accordance with Section
            27.0 "Default" or is otherwise unable to perform its contractual
            obligations. Seller shall immediately release to Buyer
            copies of the TDP deposited in escrow pursuant to this
            Subcontract Agreement only upon written notification from
            Buyer's contractual representative identified in Section 7.0.

            Seller shall arrange for a reputable Escrow Agent to accept from
            Seller, and Seller agrees to deposit with Escrow Agent, within
            thirty (30) days of the effective date of this Subcontract
            Agreement with the copies of the TDP being current versions of
            the subject data. For each deposit, Escrow Agent will issue a
            receipt to Buyer, accompanied by a general list or description of
            the materials so deposited. In the event that an update or series
            of updates supersede a prior version of the TDP in their
            entirety, Seller may require Escrow Agent to return or destroy
            portions of the TDP representing such prior version(s) of the TDP
            by so notifying the Escrow Agent and Buyer in writing, provided
            that any such action on the part of the Escrow Agent may not
            commence until one (1) year after the delivery of the TDP for all
            updates that so supersede the prior version of the TDP.

      15.4  Buyer's technical representative shall have the right to
            inspect, compile, test and review the TDP (subject to appropriate
            undertakings of confidentiality and restrictions on subsequent
            use or disclosure) at any time, and Escrow Agent shall permit
            such inspections and testing promptly upon request. Except as
            otherwise authorized by Seller, which shall not be unreasonably
            withheld, such inspections and testing shall be conducted at the
            principal offices of the Escrow Agent.

      15.5  Upon receipt of the TDP, Buyer shall maintain the TDP in strict
            confidence, shall use and disclose it only as reasonably
            appropriate to exercise such Buyer rights in the TDP, and shall
            use the same degree of care it provides for its own data
            identified as restricted, proprietary and confidential.

      15.6  Seller shall incur all financial liabilities pursuant to the
            compensation to Escrow Agent for the storage of the TDP which
            shall expire at the termination of this Subcontract Agreement.

16.0  CALENDAR DATES

All periods of days referred to in this Subcontract Agreement shall be
measured in calendar days unless otherwise identified.


                            SAIC Form 9-932-024 (12/92)
                              Modification: 11/09/95

<PAGE>

17.0  OTHER SUBCONTRACTS

The Buyer may undertake or award other Subcontract Agreements for additional
work on this specific contract identified in "Introduction", and the Seller
shall fully cooperate with such other subcontractors and the Buyer's
employees and carefully fit its own work to such additional work as may be
subcontracted for by the Buyer. The Seller shall not commit or permit any act
which will interfere with the performance of work by any other subcontractors
or by the Buyer's employees.

18.0  DOCUMENTS INCORPORATED BY REFERENCE

The following documents are hereby incorporated into this Subcontract
Agreement by reference:

      A.   Schedule B:     Statement of Work
      B.   Schedule C:     CLIN List/Price Matrix
      C.   Attachment 1:   System Requirements
      D.   Attachment 2:   Project Milestones and Schedule
      E.   Attachment 3:   Contract Data Requirements List
      F.   Attachment 4:   Payment Schedule
      G.   Attachment 5:   Technical and Performance Requirements
      H.   Attachment 6:   Maintenance
      I.   Attachment 7:   Acceptance Criteria
      J.   Attachment 8:   Training

19.0  SOFTWARE LICENSE AGREEMENT

Seller grants to Buyer a non-exclusive, non-transferable license to install
the software on the system and to use as necessary in performance of its
contractual obligations as they relate to the prime contract. Seller also
grants to Buyer the right to sublicense the software to the City of New York.
The software shall be and remain the sole and exclusive products of Seller.
Buyer shall not have rights in or to the Software. Buyer agrees not to remove
from any copies of the Software any statements appearing thereon regarding
copyrights or proprietary rights of Seller. Buyer shall not copy (in any
form), distribute, sell, lease, assign, encumber, license or sub-license this
Software or programs written using this Software to anyone other than the
City of New York without prior written consent from Seller. Buyer hereby
acknowledges and agrees that Software may be licensed by Seller to other
users without limitation of any kind. Buyer acknowledges that the license
granted hereby extends solely to City of New York and that Software shall not
be used by any other political subdivision, division, subsidiary or
affiliated entity.

Buyer acknowledges that the computer program, manuals and related data which
comprise or are related to the Software are proprietary products of Seller
who retains all rights, title and interest, including copyright to these
products. Buyer agrees that the Software constitutes proprietary information
and trade secrets of Seller, whether or not any portion thereof is or may be
the subject of a valid copyright or patent. Buyer agrees not to reverse
assemble, reverse compile or otherwise reverse engineer any of the Software.
Any distribution, sale, or other disposition by the Buyer of the Software,
including derivative modifications or extensions of them, and including any
proprietary products, is expressly prohibited. Buyer recognizes and agrees
that any unauthorized use or distribution of the Software or proprietary
products would immediately and irreparably damage Seller in a way not capable
of being fully compensated by monetary damages in accordance with the
"Indemnification" Section contained in this document, and accordingly, Seller
shall be entitled without waiving any other rights which Seller may have, to
injunctive relief in the event of any such unauthorized use, distribution or
violation of this agreement. The Software is subject to the U.S. Governments
Restricted Rights Legend and use, duplication, or disclosure by the
Government is subject to restrictions set forth in Subparagraph (c)(1)(ii)
of the Rights in Technical Data and Computer Software clause at 52.227-7013
of the Department of Defense Federal Acquisition Regulations.


                            SAIC Form 9-932-024 (4/96)
                          Modification: 04 September 1996

<PAGE>

20.0  LIMITATION OF LIABILITY

Notwithstanding any provisions of this contract to the contrary, the Buyer
hereby acknowledges and agrees that Seller's total liability to Buyer under
this contract shall in no circumstance exceed the aggregate of the amounts
paid to it for services and products pursuant to this contract.

21.0  NON-WAIVER OF RIGHTS

The failure of Buyer to insist upon strict performance of any of the terms
and conditions in the Subcontract Agreement, or to exercise any rights or
remedies, shall not be construed as a waiver of its rights to assert any of
the same or to rely on any such terms or conditions at any time thereafter.
The invalidity in whole or in part of any term or condition of this
Subcontract Agreement shall not affect the validity of other parts hereof.

22.0  ASSISTANCE

Buyer shall provide reasonable good faith efforts to (i) utilize its
influence and assist Seller in attempting to acquire the best possible
pricing for materials and services; (ii) obtain use of a police van and
driver for Seller install use during install periods; (iii) attempt to begin
on-site maintenance within the City of New York by 01 January 1997; obtain
office space for use by a single Seller personnel at Buyer's customer
facility; and provide Seller the use of Buyer's recruiting services internal
to Buyer's organization.

23.0  GENERAL RELATIONSHIP

Seller agrees that in all matters relating to this Subcontract Agreement it
shall be acting as an independent contractor and shall assume and pay all
liabilities and perform all obligations imposed with respect to the
performance of this Subcontract Agreement. Seller shall have no right, power
or authority to create any obligation, expressed or implied, on behalf of
Buyer and shall have no authority to represent Buyer as an agent.

24.0  DISPUTES

If a dispute arises between both parties, the parties shall attempt, in good
faith, to resolve the disputes by negotiation. Any dispute not disposed of in
accordance with this Section shall be determined in accordance with the
subsections below.

(a)   Buyer and Seller agree to enter into negotiation to resolve any
dispute. Both parties agree to negotiate in good faith to reach a mutually
agreeable settlement within ninety (90) days from the date of notification.

(b)   If negotiations are unsuccessful, Buyer and Seller agree to enter into
binding Arbitration. The American Arbitration Association (AAA) Commercial
Arbitration Rules (most recent edition) are to govern this Arbitration. The
Arbitration shall take place in the County of San Diego, State of California.
The Arbitrator shall be bound to follow the applicable subcontract
provisions and California law in adjudicating the dispute. Both parties
agree that the Arbitrator's decision is final, and that neither party shall
take any action, judicial or administrative, to overturn this decision. The
Arbitrator's judgment shall be enforceable in any court of competent
jurisdiction.

Pending any decision, appeal or judgment referred to in this provision or the
settlement of any dispute arising under this Subcontract, Seller shall
proceed diligently with the performance of this Subcontract.

25.0  RESERVED

26.0  TERMINATION

      26.1  Either Party hereto shall have the right to terminate this
            Agreement summarily by notice in writing, (without prejudice to
            any other remedy it might have against the other Party for breach
            or infringement of any provisions of the Agreement) if such other
            Party has committed a Material


                            SAIC Form 9-932-024 (12/92)
                              Modification: 11/09/95

<PAGE>

            breach of its obligations under this Agreement, and in the case
            of a breach capable of remedy has failed to remedy such breach
            within thirty (30) days of receiving written notice.

      26.2  Buyer reserves the right to terminate the Contract at any time by
            giving Seller written notification specifying the date of
            termination. On the date of such termination Seller shall
            discontinue performance of the Services and shall wholly comply
            with Buyers instructions regarding such termination related to
            the requirements within this Subcontract Agreement. Buyer shall
            pay Seller in respect of Material and/or Services satisfactorily
            delivered or performed and other reasonable associated direct
            costs incurred by Seller in complying with Buyers instructions,
            subject to the limitation of funding identified in Section 3.0 in
            accordance with the terms of the Subcontract Agreement and up to
            the date notice of termination is effectively provided. In no
            event shall Seller be entitled to prospective profiles on any
            damages because of such termination.

27.0  DEFAULT

(a)   The Buyer may, by written notice of default to Seller, terminate the
whole or any part of this Subcontract Agreement in any one of the following
circumstances: (I) if the Seller fails to make delivery of the supplies or to
perform the services within the time specified herein or any extension
thereof; of (ii) if Seller fails to perform any of the other provisions of
this Subcontract Agreement in accordance with its terms, and in either of
circumstances (I) or (ii) does not provide a plan to cure such failure within
a period of fourteen (14) days (or such longer period as Buyer may authorize in
writing) after receipt of notice from the Buyer specifying such failure; or
(iii) Seller becomes insolvent or the subject of proceedings under any law
relating to bankruptcy or the relief of debtors (non-specific debtors) or
admits in writing its inability to pay its debts as they become due. Any of
the events described in clauses (I), (ii) or (iii) constitute a "Default"
provided that such default shall not be deemed to have occurred until the end
of any applicable cure period.

(b)   If this Subcontract Agreement is so terminated, Buyer may procure or
otherwise obtain, upon such terms and in such manner as Buyer may deem
appropriate, supplies or services similar to those terminated, Seller,
subject to the exceptions set forth below, shall be liable to Buyer for
excess costs based on actual costs incurred to a maximum of one hundred-ten
(110) percent of this Subcontract Agreement price for similar supplies and
services.

(c)   Seller shall continue performance of this Subcontract Agreement to the
extent not terminated. Buyer shall have no obligations to Seller with respect
to the terminated part of this Subcontract Agreement except as herein
provided. In case of Seller's default, Buyer's rights as set forth herein
shall be as stated in their entirety.

(d)   Seller shall not be liable for damages resulting from default due to
causes beyond the Seller's control and without Seller's fault or negligence,
provided, however, that if Seller's default is caused by the default of a
Subcontract Agreement or supplier, such default must arise out of causes
beyond the control of Seller and Subcontract Agreement or supplier, assuming
Seller took all reasonable precautionary measures to ensure good Subcontract
Agreement or performance and, provided further, the supplies or services to be
furnished by the Subcontract Agreement or supplier were not obtainable from
other sources.

(e)   The Seller may, by written notice of default to Buyer, terminate the
whole Subcontract Agreement if Buyer fails to perform any obligation to
Seller for which Buyer is required to perform, excluding Material options and
source inspections/test witness, under this Subcontract Agreement in
accordance with its terms and does not provide a plan to cure such failure
within a period of fourteen (14) days (or such longer period as Seller may
authorize in writing) after receipt of notice from the Buyer specifying such
failure. Upon such failure, Seller shall have the right to collect from
Buyer payment(s), to the extent of the limitation in funding, for services
satisfactorily completed or material(s) delivered up to the date notice of
Termination for Default is effectively given. Any of the events described in
this clause constitute a "Default" provided that such default shall not be
deemed to have occurred until the end of any applicable cure period.


                            SAIC Form 9-932-024 (4/96)
                          Modification: 04 September 1996
<PAGE>

28.0   FORCE MAJEURE

       2.8.1   Neither Party to this Subcontract Agreement shall be liable to
               the other for any loss or damage which may be suffered by the
               other due to any cause beyond the first Party's reasonable
               control ("force majeure") including without limitation any act
               of God, inclement weather, failure or shortage of power
               supplies, flood, drought, lightning or fire, strike, lock-out,
               trade dispute or labor disturbance (other than within the
               first Party's organization or any Associated Company of that
               Party), the act or omission of Government, highways
               authorities, public telecommunications operators (including
               for the avoidance of doubt the first Party or an Associated
               Company of that Party) or other competent authority, war,
               military operations, or riot. The Party seeking to rely on
               force majeure shall as a condition precedent to the
               availability of this defense give full particulars in writing
               to the other Party of the facts or circumstances giving rise
               to force majeure within (3) Working Days of the occurrence and
               thereafter in respect of successive occurrences and shall
               further demonstrate that it has and is taking all reasonable
               measures to mitigate the events complained of.

       2.8.2   In the event that force majeure shall continue for a period in
               excess of six (6) months either Party may give notice of
               immediate termination.

29.0   INSURANCE

Seller agrees, if and when requested by Buyer to procure a policy or policies
of insurance in form satisfactory to Buyer insuring all property of Buyer or
its customer(s) which is connected with this Subcontract Agreement and of
which Seller has care, custody, control or the right of control against loss
or damage resulting from fire (including extended coverage), malicious
mischief and vandalism. Satisfactory evidence of such insurance shall be
submitted to Buyer within a reasonable period of time after request. Without
prejudice to the generality of the foregoing, such policies of insurance
shall include (a) General Liability insurance policy with a minumum policy
limit of $1,000,000 per occurrence and a general aggregate of $2,000,000;
and (b) Automobile Liability insurance policy of $1,000,000 per occurrence
and a general aggregate of $2,000,000; and (c) Workmen's Compensation
insurance policy.

30.0   INDEMNIFICATION

Each party shall indemnify and save the other party harmless from and against
any and all liability for injury to persons or property occasioned wholly or
in part by an act or omission of the other party, its sub-contractors or
suppliers, or employees, including any and all expense, legal or otherwise,
incurred by the injured party in the defense of any claim or suit arising out
of the work done under this Subcontract Agreement; provided, however, that
each party shall not be liabile for injury to persons or property caused by
the sole negligence of the other party, its agents or employees.

Each party shall promptly notify the other party of any claim against the
injured party which is covered by this indemnification provision and shall
authorize representatives of the other party to settle or defend any such
claim or suit and to represent the party in, or to take charge of, any
litigation in connection therewith.

31.0   INFRINGEMENT INDEMNITY

(a)    In lieu of any warranty by Buyer or Seller against infringement,
statutory or otherwise, it is agreed that Seller shall defend, at its
expense, any suit against Buyer or its customers based on a claim that any
item furnished by Seller under this Subcontract Agreement for the normal use
or sale thereof infringes any U.S. Letters patent or copyright, and shall pay
costs and damages finally awarded in any such suit, provided that Seller is
notified in writing of the suit and given authority, information, and
assistance at Seller's expense for the defense of same. If the use or sale of
said item is enjoined as a result of such suit, Seller, at no expense to
Buyer, shall obtain for Buyer and its customers the right to use and sell
said item or shall substitute an equivalent item acceptable to Buyer and
extend this patent indemnity thereto. Seller shall not be liable for
infringements resulting from Buyer directed or

                          SAIC Form 9-932-024 (12/92)
                            Modification: 11/09/95
<PAGE>

induced modifications to Seller's products.

(b)    Notwithstanding the foregoing paragraph, when this order is performed
under the Authorization and Consent of the U.S. Government to infringe U.S.
Patents, Seller's liability for infringement of such Patents in such
performance shall be limited to the extent of the obligation of Buyer to
indemnify the U.S. Government.

(c)    Buyer shall defend, at its expense, any suit against Seller or its
customers based on a claim that Buyer provided work share (i.e. DB2)
furnished under the prime contract for the normal use or sale thereof
infringes any U.S. Letters patent or copyright, and shall pay costs and
damages finally awarded in any such suit, provided that Buyer is notified in
writing of the suit and given authority, information, and assistance at
Seller's expense for the defense of same.

32.0   NONEXCLUSIVE LICENSE

Any software provided hereunder is licensed and not sold.  Seller grants and
Buyer hereby accepts, a nonexclusive, nontransferable license to use the
Seller's provided software on the material(s) systems provided under the
Prime Contract at those sites directed by Buyer.  Buyer shall transfer and
sub-license to end users, Seller's commerical license in its entirety. No
right to use, display, produce derivative works of, or make printouts of the
Seller's provided software in whole or in part, is granted, except as
expressly provided in the license.

33.0   NONDISCLOSURE OF PROPRIETARY INFORMATION

Seller shall retain rights in or title to, any patents, inventions, designs,
discoveries, technical data, copyrights, trademarks, trade names, service
marks, trade secrets or other intellectual property rights arising out of
Seller's performance hereunder or otherwise relating to the goods and
services delivered or provided hereunder.  Buyer and Seller agree to hold all
of each parties proprietary information in confidence and not to, directly or
indirectly, copy, publish, summarize or disclose to any person or entity such
information without the other parties prior written consent.  Both parties
agree to take all reasonable steps necessary to protect and prevent
disclosure to and/or use by third parties of any proprietary information of
the other party.  Neither party shall have any obligation with respect to any
such Information; a) if it is in the public domain at the time of disclosure
or becomes publicly known through no wrongful act of either party; b) is
known to the other at the time of disclosure or is independently developed by
the other party; c) is used or disclosed with the prior written approval of
the other party; d) is furnished to a third party by the other party without
similar non-disclosure restrictions on the third parties rights; e) is
received by the other party from a third party who had a lawful right to
disclose it to either party; or f) is disclosed pursuant to the requirement
of a governmental agency or court. This restriction of disclosure shall be
for a period fo seven (7) years from the effective date of this Subcontract
Agreement, unless otherwise mutually agreed to in writing by both parties
contractual representatives or their appointed personnel.

34.0   ENTIRE AGREEMENT

Upon acceptance of this Subcontract Agreement, both Buyer and Seller agree
that the provisions under this Subcontract Agreement, including all documents
incorporated herein by reference, shall constitute the entire Agreement
between the parties hereto and supersede all prior implied, written or oral
agreements relating to the subject matter hereof.  This contract may not be
modified or terminated orally, and no modification nor any claimed waiver of
any of the provisions hereof shall be binding unless in writing and signed by
the party against whom such modification or waiver is sought to be enforced.

35.0   SEVERABILITY

If any of the provisions of this Subcontract Agreement shall be invalid or
unenforceable, such invalidity or unenforceability shall not invalidate or
render unenforceable the entire Subcontract Agreement, but rather the entire
Subcontract Agreement shall be construed as if not containing the particular
invalid or unenforceable provision or provisions, and the rights and
obligations of Seller and the Buyer shall be construed and enforced
accordingly.

                          SAIC Form 9-932-024 (4/96)
                        Modification: 04 September 1996

<PAGE>

36.0   ORDER OF PRECEDENCE

In the event of an inconsistency or conflict between or among the provisions
of this Subcontract Agreement, the inconsistency shall be resolved by giving
precedence in the following order:

       A.     Schedule A:    Specific Terms and Conditions
       B.     Schedule B:    Statement of Work
       C.     Schedule C:    CLIN List/Price Matrix
       D.     Referenced Documents as "Attachments"

In witness whereof, the duly authorized representatives of Buyer and the
Seller have executed this Subcontract Agreement on the date show.

SELLER: XImage Corporation       BUYER: Science Applications International Corp.

By:   /s/ Ken Fields             By:   /s/ Thomas W. Morris
      -------------------------        -------------------------------

Name: Ken Fields                 Name: Thomas W. Morris
      -------------------------        -------------------------------

    (Typed or Printed)                 (Typed or Printed)

Title: Vice President            Title: ITS Sector Eastern Regional Manager of
      -------------------------        ---------------------------------------
                                       Procurement and Subcontracts
                                       ---------------------------------------

Date:  16 Sept 96                Date:  29 September 96
      -------------------------        -------------------------------

                          SAIC Form 9-932-024 (12/92)
                            Modification: 11/09/95

<PAGE>

                                   Schedule B
                               Statement of Work
                               Table of Contents
<TABLE>
<CAPTION>
<S>                                                                        <C>
1.0    Introduction....................................................... B-1
   1.1     Purpose........................................................ B-1
   1.2     NYCPD Automated DB2 Warrant and Integrated
           Digitized Photo Imaging System Program Summary................. B-1
       1.2.1  Technical Overview.......................................... B-1
       1.2.2  Schedule Milestones Overview................................ B-1
   1.3     Subcontractor Scope............................................ B-2
       1.3.1  Hardware/Software/Firmware.................................. B-2
       1.3.2  Data........................................................ B-2
       1.3.3  Tasks and Resources......................................... B-2
       1.3.4  Schedule and Milestones..................................... B-2

2.0    Applicable Documents............................................... B-3

3.0    Subcontract Tasks.................................................. B-3
   3.1     Program Management............................................. B-3
       3.1.1  Program Management Reviews.................................. B-3
       3.1.2  Schedule Management......................................... B-4
       3.1.3  Configuration Management.................................... B-4
       3.1.4  Risk Management............................................. B-4
       3.1.5  Quality Assurance........................................... B-4
       3.1.6  Source Inspection and Surveillance.......................... B-4
       3.1.7  Engineering Reviews......................................... B-5
   3.2     System Engineering............................................. B-6
   3.3     Software/Firmware.............................................. B-6
   3.4     Hardware/Software Acquisition.................................. B-7
   3.5     Integration & Test............................................. B-7
   3.6     Installation & Test............................................ B-7
       3.6.1  Site Surveys................................................ B-7
       3.6.2  Stage and Ship.............................................. B-7
       3.6.3  Installation & Test......................................... B-7
   3.7     Training....................................................... B-8
   3.8     End-Product Documentation...................................... B-8
   3.9     Maintenance & Support.......................................... B-8

4.0    Customer Furnished Material/Equipment/Services..................... B-9
</TABLE>

<PAGE>

                                  Schedule B
                               Statement of Work

1.0    INTRODUCTION

1.1    PURPOSE

This document identifies the products to be delivered and specifies the tasks
to be performed by the Seller in support of the New York City Police
Department (NYCPD) Automated DB2 Warrant and Integrated Digitized Photo
Imaging System Program.

1.2    NYCPD AUTOMATED DB2 WARRANT AND INTEGRATED DIGITIZED PHOTO IMAGING
SYSTEM PROGRAM SUMMARY

1.2.1  TECHNICAL OVERVIEW

The NYCPD will contract with the Buyer to procure a full implementation of a
DB2 Automated Warrant system and Integrated Digitized Photo Imaging System
for NYCPD.  This procurement consists of three major Components:

    1) Software development for the DB2 environment which includes
       re-engineering NYCPD's current Warrant/Want/WOLF system, developing an
       enhanced name search capability, and developing an automated sealing
       tracking system to replace the current manually intensive system.  The
       software developed will execute on the NYCPD's existing IBM 3090-400J
       computer.

    2) Photo Imaging System which utilized photo/video imaging technology to
       capture, store, and retrieve "mugshots" thereby replacing the present
       time consuming and labor intensive photo identification process.  In
       addition, this system prints warrants (with or without photos) and
       provides for generating and printing line-up photo arrays and mugshots.
       This system consists of three subsystems:  the Basic Photo Imaging System
       and two investigative subsystems, the Intelligence Subsystem and the
       Missing Persons Subsystem.  A small subset fo the Basic Photo Imaging
       system will be deployed early so that NYCPD can begin capturing photos
       before the final system is actually operational.  This subset is referred
       to as the Federal Interface Subsystem (FIS).

    3) Additonal Components (Option), as identified in Schedule C, which
       provides for the procurement of addional image capture stations, image
       display stations, and peripherals.

Work to be performed under this procurement consists of designing,
developing, delivering, and installing all materials, equipment, supplies,
software, training and documentation necessary for an Automated Warrant
System and Digitized Photo Imaging System.  Under this subcontract agreement,
materials do not include facilities (i.e., facilities' modifications,
fixtures, and network infrastructure) and furniture and office fixtures (i.e.,
desks, chairs, monitor stands, printer stands, etc.).

1.2.2  SCHEDULE MILESTONES OVERVIEW

The high-level overall program schedule milestones for this procurement are
shown below with "no-later-than" dates.

       Deployment of Federal Interface Subsystem                  3MAC
       Deployment of Pilot Digitized Photo Imaging System        10MAC
       Interface between OLBS & Photo Imaging System Complete    10MAC

                                      Schedule B-1                   Revision D

<PAGE>

                                Schedule B
                            Statement of Work

     Deployment of Photo Imaging System Complete   18 MAC
     On-Site System Testing                        19 MAC
     Final System Acceptance Testing               20(start)-22(end)MAC
     5-Year Operations & Maintenance Support       23(start)-82(end)MAC

1.3  SUBCONTRACTOR SCOPE

The Seller shall provide Component 2 (i.e.: the Photo Imaging System which
includes the Basic Photo Imaging System, the Federal Interface Subsystem, the
Intelligence Subsystem, and the Missing Persons Subsystem) and Component 3
(i.e.: the additional image capture stations, display stations, and
peripherals). These Components shall fully meet the performance requirements
as stated in Attachment 5, and the functional requirements, as defined in the
Basic Photo Imaging System Requirements, the Federal Interface Subsystem
Requirements, the Intelligence Subsystem Requirements, and the Missing
Persons Subsystem Requirements (see Attachment 1). The Seller shall support
the Buyer in further refining the requirements with the NYCPD. The Seller
shall design, develop, install, test, and provide documentation, training and
optional operational support and maintenance for these systems, subsystems,
and additional components.

1.3.1  HARDWARE/SOFTWARE/FIRMWARE

The Seller shall acquire, install, test, and provide optional maintenance for
the hardware, software, and firmware required for the Basic Photo Imaging
System, the Federal Interface Subsystem, the Intelligence Subsystem, the
Missing Persons Subsystem, and (as an option when so directed by the Buyer)
the Additional Components. The quantity and specifications of the hardware
and software components are identified in Schedule C of this subcontract. The
configuration delineated in Schedule C is "as proposed" by the Seller who
shall retain sole liability for its compliance to the functional requirements
identified in Attachment 1 and the performance requirements identified in
Attachment 5.

1.3.2  DATA

The Seller shall provide the deliverable data items in accordance with
Attachment 3 of this subcontract.

1.3.3  TASKS AND RESOURCES

The seller shall perform management, engineering, testing, installation,
training, maintenance, and operations support tasks as specified in Section 3
of this Statement of Work, and provide all material, resources, and
capabilities necessary to satisfy the subcontract requirements with the
exception of Customer Furnished Material (CFM), Customer Furnished Equipment
(CFE), and Customer Furnished Services (CFS), as identified in section 4.0 of
this Statement of Work.

1.3.4  SCHEDULE AND MILESTONES

The Seller shall schedule the tasks and apply adequate resources to ensure
that the milestones as shown in Attachment 2 of this subcontract and
described in Section 3 of this Statement of Work are met.

                            Schedule B - 2                      Revision D

<PAGE>

                                Schedule B
                            Statement of Work

2.0  APPLICABLE DOCUMENTS

The following documents form a part of this Statement of Work and are
applicable and incorporated by reference. In the event of a conflict between
documents referenced herein and the Statement of Work, the Statement of work
shall take precedence and be considered the superseding document.

     a.)  Attachment 1: System Requirements
     b.)  Attachment 2: Project Milestones and Schedule
     c.)  Attachment 3: Contract Data Requirements List
     d.)  Attachment 4: Milestone and Payment Schedule
     e.)  Attachment 5: Technical and Performance Requirements
     f.)  Attachment 6: Maintenance
     g.)  Attachment 7: Acceptance Criteria
     h.)  Attachment 8: Training
     I.)  Attachment 9: Definitions and Acronyms

3.0  SUBCONTRACT TASKS

3.1  PROGRAM MANAGEMENT

The program management effort shall ensure compliance to requirements
pertaining to configuration management, risk management, quality assurance,
technical deliveries, financial management, administrative and other
supporting efforts necessary to satisfy subcontract requirements. The Seller
shall assign and identify to the Buyer, a Program Manager with the authority
and responsibility for total Seller performance under this SOW. The Program
Manager shall maintain liaison with Buyer and coordinate the Seller's efforts
with those of the Buyer. The Program Manager shall review, approve, and
submit project status reports in Seller's format on a monthly basis. These
reports shall include: status of work against schedule, material deliveries,
installations completed or in progress during the reporting period, financial
management, work planned for the next month, and problem identification and
planned resolution. In addition, the Program Manager shall participate in
weekly status reviews by telephone with the Buyer and quarterly Program
Management Reviews, as described in section 3.1.1.

3.1.1 PROGRAM MANAGEMENT REVIEWS

The Seller shall conduct the first program review with the Buyer two (2)
weeks after receipt of subcontract award from Buyer. Topics to be reviewed at
the first program review shall include Seller's schedule management,
configuration management, and QA processes setup for this program. Additional
program reviews lasting no-more than 1 day shall be conducted quarterly to
address all functions: technical, management, administrative, problem
identification and resolution, assurance of compliance with contract
requirements, program status and tracking. The location of these reviews
shall be at the Seller's facility in San Jose, CA unless it is mutually
agreeable to both the Seller and Buyer to meet in another location. In
addition, special purpose reviews will be scheduled as reasonably required to
ensure successful program execution.

Summary typewritten minutes shall be prepared by the Seller within one (1)
week of each program management review. The Seller/Buyer shall recognize and
agree that these Buyer/Seller reviews are solely for the purpose of
exchanging and coordinating efforts concerning this procurement and status of
the subcontract. Nothing which transpires shall be interpreted, construed or
treated by the Seller and/or Buyer as modifying the subcontract

                            Schedule B - 3                      Revision D
<PAGE>

                                Schedule B
                            Statement of Work

unless and until a written subcontract modification is mutually agreed to by
the Buyer and Seller.

3.1.2  SCHEDULE MANAGEMENT

The Seller shall develop, maintain, and provide detailed scheduling and
resource allocation for the various phases and specialty areas and
disciplines required to deliver Seller's deliverable item. The Seller shall
provide this data to SAIC to support the integrated program Resource Loaded
Network.

3.1.3  CONFIGURATION MANAGEMENT

The Seller shall maintain configuration control over all the products,
services, and documentation being provided. The Seller shall provide notice
to the Buyer prior to any changes to the product baseline established at the
time of the subcontract. Buyer approval shall be required for changes to the
software that affect the form, fit or function of the system, changes in
manufacturers of components, or changes in specifications of components, as
identified in Schedule C. The Buyer shall respond to the notification within
48 hours either with (1) approval, (2) needs further review, or (3)
disapproval. Such approval shall not be unreasonably withheld by the Buyer
and any disapproval shall be documented by the Buyer with a written
explanation. The Seller shall provide a CI Change Report to the Buyer of all
changes on a monthly basis. The CI Change Report shall list all authorized
changes and all "bug" fixes implemented during that reporting period.

3.1.4  RISK MANAGEMENT

The Seller shall maintain a list of risks and the mitigation for each risk.
The Seller shall provide a Risk Management Report with the monthly Project
Status Report. The Seller shall be prepared to discuss the risks at the
weekly status reviews and quarterly Program Management Reviews. The Seller
shall notify the Buyer when a new risk is identified or a known risk has
become so great that meeting the program schedule is in jeopardy.

3.1.5  QUALITY ASSURANCE

An established quality assurance program shall be identified by the Seller.
The Seller shall ensure quality throughout the engineering design, assembly,
test, preparation for delivery and shipping, installation, and maintenance.
The Seller shall be responsible for inspecting and testing of deliverable
items before shipping to ensure that each item shipped meets all the
requirements.

3.1.6  SOURCE INSPECTION AND SURVEILLANCE

The Buyer has the right to perform inspection/test of products/services at
the Seller's facilities prior to each shipment or at the final destination
after each shipment. The earliest notice possible shall be furnished to the
Buyer regarding the Seller's plans for incoming, in-process, final assembly
inspection/test of products or services, and shipping and installation to
permit mutual Seller and Buyer schedule and understanding of each inspection
point (if any) and magnitude.

All items covered by this purchase may be subject to source surveillance by
the Buyer and customer quality representative. This will include surveillance
of the Seller's systems, procedures, facilities, and products. The Seller
shall at no additional charge supply

                            Schedule B - 4                      Revision D
<PAGE>

                                Schedule B
                            Statement of Work

inspection records and when specified perform or repeat under surveillance of
the Buyer's representative selected inspections and tests required by
Seller's inspection instructions.

3.1.7  ENGINEERING REVIEWS

The Seller shall conduct the following formal engineering reviews. The
location of these reviews shall be at the Seller's facility in San Jose, CA
unless it is mutually agreeable to both the Seller and Buyer to meet in
another location.

       CUSTOMIZATION SPECIFICATIONS REVIEW (CSR) - The Seller shall conduct a
       CSR at the end of the NYCPD customization definition phase. The Seller
       shall develop and deliver a Customization Specification Document two
       (2) weeks prior to the CSR. A separate CSR shall be conducted for each
       of the following subsystems:

           -  Basic Photo Imaging System,

           -  Intelligence Subsystem,

           -  Missing Person Subsystem

       CUSTOMIZATION DESIGN REVIEW (CDR) - The seller shall conduct a CDR at
       the end of the NYCPD customization design phase. The Seller shall
       deliver an updated Customization Specifications Document two (2) weeks
       prior to the CDR. The Seller shall develop and deliver a Customization
       Design Document two (2) weeks prior to the CDR which shall describe
       the physical design of the customization. A separate CDR shall be
       conducted for each of the following subsystems:

           -  Basic Photo Imaging System,

           -  Intelligence Subsystem,

           -  Missing Person Subsystem

       CUSTOMIZATION DEMONSTRATION - The Seller shall conduct a Customization
       Demonstration for the Buyer after the implementation phase and prior
       to shipping and delivery of the system/subsystem to the NYCPD
       facilities. The Seller shall deliver an updated Customization
       Design Document two (2) weeks prior to the Customization Demonstration
       which shall describe the final physical design of the customization.
       A Customization Demonstration shall be conducted for the following
       subsystem.

           -  Basic Photo Imaging System

       READY-TO-SHIP REVIEW (RSR) - The Seller shall conduct a Ready-to-Ship
       Review witnessed by both the Buyer and NYCPD after the Customization
       Demonstration and prior to shipping and delivery of the
       system/subsystem to the NYCPD facilities. The Seller shall conduct a
       pre-Ready-to-Ship Review (PRSR) to be witnessed by the Buyer only prior
       to the RSR. The Seller shall deliver an updated Customization Design
       Document two (2) weeks prior to the RSR which shall reflect any
       changes in the final physical design of the customization. A separate
       PRSR and RSR shall be conducted for each of the following subsystems.

           -  Federal Interface Subsystem

           -  Basic Photo Imaging System,

           -  Intelligence Subsystem,

           -  Missing Person Subsystem

                            Schedule B - 5                      Revision D
<PAGE>

                                Schedule B
                            Statement of Work

Summary typewritten minutes shall be prepared by the Seller within one (1)
week of each engineering review. The Seller/Buyer shall recognize and agree
that these Buyer/Seller reviews are solely for the purpose of reviewing the
specifications, design, and implementation to ensure that the solution is
compliant with the NYCPD requirements. Nothing which transpires shall be
interpreted, construed or treated by the Seller and/or Buyer as modifying the
subcontract unless and until a written subcontract modification is mutually
agreed to by the Buyer and Seller.

3.2  SYSTEM ENGINEERING

The Seller shall provide the engineering effort necessary to ensure
successful development, testing, installation, and maintenance of
specification-compliant end items. The Seller shall provide engineering
efforts, as necessary, to support the development of the Interface Control
Document (ICD), pre-planned product improvement, technology insertion, and to
solve problems associated with the Seller's product. The sections within the
ICD which deal with external interfaces to the Photo Imaging System shall be
reviewed during the Customization Specifications Review.

3.3  SOFTWARE/FIRMWARE

The Seller shall provide their Commercial-Off-The-Shelf (COTS) product
(ForceField II) which has been customized to meet the NYCPD requirements.
This customization includes:

      -  Modifications to Screens, Reports, Warrants, Code Tables, and
         Validation Rules

      -  Creation of NYCPD-specific database fields

      -  Postage-Stamp Strategy to reduce communications traffic across WAN

      -  Interfaces to OLBS, Automated DB2 Warrant System, and DB2 Sealing
         System

      -  Generic data format for the purpose of interfacing which can be used
         by other external systems

      -  Generation of digitized photo for transmission to MDT

      -  Case Management capabilities to support the Intelligence and Missing
         Persons Subsystems. The basis of this capability is the Hennepin
         County system.

The customization shall be done in three phases. (1) customization definition
phase, (2) customization design phase, and (3) customization implementation
phase. The Seller shall develop and/or update documents and conduct a formal
engineering review at the end of each phase as described in Section 3.1.7.

      1)  CUSTOMIZATION DEFINITION PHASE - The Seller shall participate in
          requirements definition meetings with NYCPD and the Buyer in
          NYCPD facilities to define the customization requirements for the
          NYCPD procurement. The results of these meetings shall be
          documented in the Customization Specification Document. At
          completion of the Customization Definition Phase, the Seller shall
          conduct a Customization Specification Review.

      2)  CUSTOMIZATION DESIGN PHASE - The Seller shall document the physical
          design for the NYCPD customization of their standard COTS product in
          the Customization Design Document. At completion of the
          Customization Design Phase, the Seller shall conduct a Customization
          Design Review.

                            Schedule B - 6                      Revision D
<PAGE>

                              Schedule B
                           STATEMENT OF WORK

     3)   CUSTOMIZATION IMPLEMENTATION PHASE - The Seller shall implement
          the customization of their standard COTS product based on the
          Customization Design Document. At completion of the implementation
          phase, the Seller shall conduct a Customization Demonstration to
          be witnessed by the Buyer.

3.4 HARDWARE/SOFTWARE ACQUISITION

The Seller shall procure and test all hardware and software components, as
specified in SCHEDULE C, for the Federal Interface Subsystem, the Basic Photo
Imaging System, the Intelligence Subsystem, the Missing Persons Subsystem,
and the Additional Components (option).

3.5 INTEGRATION & TEST

The Seller shall integrate and test all hardware and software components for
the Federal Interface Subsystem, Basic Photo Imaging System, the Intelligence
Subsystem, the Missing Persons Subsystem, and the Additional Components
(option). The Seller shall be responsible for the integration and test of all
hardware and software in their facilities before shipping and delivery to the
NYCPD facilities. The Seller shall conduct pre-Ready-to-Ship Reviews (PRSR)
at the Seller's facilities to be witnessed by the Buyer prior to conducting a
Ready-to-Ship Review. The Seller shall conduct Ready-to-Ship Reviews (RSRs)
at the Seller's facilities to be witnessed by the Buyer and NYCPD prior to
shipping to the NYCPD facilities.

3.6 INSTALLATION & TEST

The Seller shall develop an Implementation Plan which provides a schedule for
the site installations, describes the required site preparations, and
highlights any inadequacies in the current facilities that need to be
corrected prior to installation.

3.6.1 SITE SURVEYS

The Seller shall conduct a detailed site survey to identify and notify the
Buyer of all detailed site modifications and preparation activities required
to support the installation of the new equipment in the NYCPD-designated
location within the following time-frames: (1) for sites with Display-Only
Workstations, at least six (6) weeks prior to the planned installation date,
and (2) for sites with Capture Stations, at least two (2) months prior to the
planned installation date. NYCPD is responsible for all site modifications
and preparation activities and costs, including providing cabling and
electrical power directly to the NYCPD-designated system installation points.
In the event that the Buyer notifies the Seller of the need for more time to
implement the site modifications and preparation activities for a given site,
the Seller will try to rearrange the order of the site installations to
accommodate the delay anticipated for that site.

3.6.2 STAGE AND SHIP

The Seller shall pre-configure the hardware and software components for the
Federal Interface Subsystem, the Basic Photo Imaging System, the Intelligence
Subsystem, the Missing Persons Subsystem, and the Additional Components
(option) in their facilities prior to shipping.  The Seller shall ship the
hardware and software components to the NYCPD facilities.

3.6.3 INSTALLATION AND TEST

                              Schedule B - 7                       Revision D
<PAGE>

                                Schedule B
                             STATEMENT OF WORK

The Seller shall install, and test the hardware and software components for
the Federal Interface Subsystem, the Basic Photo Imaging System, the
Intelligence Subsystem, the Missing Persons Subsystem, and the Additional
Components (option) in the NYCPD facilities in accordance with the overall
program milestones identified in Section 1.2.2. The Seller shall install and
test the system/subsystems in blocks. The composition of each installation
block and the milestones associated with each installation block is
identified in ATTACHMENT 2 of this subcontract. The Seller shall reconfigure
and integrate the Federal Interface Subsystem into the Basic Photo Imaging
System and load the data and images captured by the Federal Interface
Subsystem into the Basic Photo Imaging System.

The Seller shall conduct three levels of Acceptance Testing, in accordance
with ATTACHMENT 7 of this subcontract, to be witnessed by the Buyer and
NYCPD: (1) Functional Acceptance (executed at RSR), (2) Block Acceptance
Testing (executed after installation of each block), and (3) Module
Acceptance Testing (executed after installation of all blocks). Acceptance
Testing shall be based on the acceptance procedures and test cases defined in
the applicable Customization Specification Document. A Plan of Correction
shall be submitted to the Buyer one (1) week after acceptance testing.

The Seller shall support the On-Site System Testing of the total Automated
DB2 Warrant and Integrated Digitized Photo Imaging System in accordance with
the overall program milestones identified in Section 1.2.2. The Seller shall
support Final System Acceptance Testing of the Automated DB2 Warrant and
Integrated Digitized Photo Imaging in accordance with ATTACHMENT 7 of this
subcontract, and the overall program milestones identified in Section 1.2.2.
The Seller shall deliver the final "as-built" Customization Design Documents
two (2) weeks prior to the start of the Final System Acceptance Testing of
the total Automated DB2 Warrant and Integrated Digitized Photo Imaging System.

3.7 TRAINING

The Seller shall conduct training for the Federal Interface Subsystem, the
Basic Photo Imaging System, the Intelligence Subsystem, and the Missing
Persons Subsystems in accordance with ATTACHMENT 8 of this subcontract. The
Seller shall deliver to the Buyer the Training Material for review one (1)
month prior to the start of training classes/activities.  Any updates to the
training material shall be delivered to the Buyer for review one (1) month
prior to user distribution.

3.8 END-PRODUCT DOCUMENTATION

The Seller shall customize their standard documentation for the COTS product
for the NYCPD procurement: the System Administration Manual, User's Manual,
the Utilities Guide, and Support Reference Card. The Seller shall deliver to
the Buyer for review the first set of documentation one (1) month prior to
block 1 acceptance testing. Any updates to these documents shall be delivered
to the Buyer for review one (1) month prior to user distribution.

3.9 MAINTENANCE & SUPPORT

The Seller shall provide pre-acceptance maintenance support up to and
including 22 MAC (regardless of when final system acceptance occurs) and
optional 5 years of maintenance and operational support from months 23
through 82. The maintenance and operations package shall provide
24-hrs-a-day, 7-days-a-week support to meet the availability requirements. As
part of this maintenance and operations package, the Seller shall provide


                              Schedule B - 8                       Revision D
<PAGE>

                                Schedule B
                             STATEMENT OF WORK

on-site response to a service call within 2 hours. The Seller shall be the
single point of contact for all maintenance calls. The Seller shall provide
access to a Help Desk via a 1-800 number 24 hours a day, 7 days a week. A
description of the maintenance and operations support plan is provided in
ATTACHMENT 6 of this subcontract.

4.0 CUSTOMER FURNISHED MATERIAL/EQUIPMENT/SERVICES

The Buyer has the responsibility to, and shall provide to the Seller the
following items:
     Overall Project Schedule
     Test Data (for generation of Warrants)
     Interface Control Document (to be completed by CSR)


                              Schedule B - 9                       Revision D


<PAGE>
                                                                 CONFIDENTIAL
                                 Schedule C

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
                                                                                      Ext. Maint.
               Nomenclature                 Qty      Unit Price      Total Price      per Month
---------------------------------------------------------------------------------------------------
<S>                                       <C>      <C>              <C>             <C>
HOUSING AUTHORITY MODULE
CAPTURE CAMERA SUB-SYSTEM W/REMOTE              0      $13,500                $0            $135
FF2 CAPTURE IMAGESTATION                        0       $9,500                $0             $95
FF2 DISPLAY IMAGESTATION                       31       $6,500          $201,500             $65
INSTALLATION, SHIPPING, STORAGE                 1      $30,000           $30,000              $0
COLOR LASER PRINTER SUB-SYSTEM                 13       $9,500          $123,500             $95
SMALL FORMAT COLOR PRINTER SUB-SYSTEM           0       $3,750                $0             $38
LARGE FORMAT COLOR PRINTER SUB-SYSTEM           0      $12,000                $0            $120
BLACK & WHITE LASER PRINTER SUB-SYSTEM          0       $2,250                $0             $23
TRAINING                                        1      $10,000           $10,000              $0
DOCUMENTATION                                   1           $0                $0              $0
===================================================================================================
TOTAL                                                                   $365,000            $571
===================================================================================================

<CAPTION>
---------------------------------------------------------------------------------------------------
                                                                                      Ext. Maint.
               Nomenclature                 Qty      Unit Price      Total Price      per Month
---------------------------------------------------------------------------------------------------
<S>                                       <C>      <C>              <C>             <C>
EARLY/FIS
CAPTURE CAMERA SUB-SYSTEM W/REMOTE             11      $13,500          $148,500            $135
FF2 CAPTURE IMAGESTATION                       11       $9,500          $104,500             $95
FF2 DISPLAY IMAGESTATION                       14       $6,500           $91,000             $65
INSTALLATION, SHIPPING, STORAGE                 1      $40,000           $40,000              $0
COLOR LASER PRINTER SUB-SYSTEM                  6      $10,000           $60,000            $100
SMALL FORMAT COLOR PRINTER SUB-SYSTEM           0       $3,750                $0             $38
LARGE FORMAT COLOR PRINTER SUB-SYSTEM           0      $12,000                $0            $120
BLACK & WHITE LASER PRINTER SUB-SYSTEM         14       $2,250           $31,500             $23
FF2 IMAGEBANK--RENTAL (UP TO 9 MON)             1       $5,000            $5,000              $0
FF2 IMAGESTORAGE--RENTAL (UP TO 9 MON)          1      $10,000           $10,000              $0
DELTA INSTALL, DEINSTALL, DATA LOAD             1      $20,000           $20,000              $0
TRAINING                                        6       $1,000            $6,000              $0
DOCUMENTATION                                   1           $0                $0              $0
===================================================================================================
TOTAL                                                                   $516,500            $576
===================================================================================================

<CAPTION>
---------------------------------------------------------------------------------------------------
                                                                                      Ext. Maint.
               Nomenclature                 Qty      Unit Price      Total Price      per Month
---------------------------------------------------------------------------------------------------
<S>                                       <C>      <C>              <C>             <C>
BASIC SYSTEM MODULE
CAPTURE CAMERA SUB-SYSTEM W/REMOTE              0      $13,500                $0            $135
FF2 CAPTURE IMAGESTATION                        1       $9,500            $9,500             $95
FF2 DISPLAY IMAGESTATION                       77       $6,500          $500,500             $65
SCANNER SUB-SYSTEM                              1       $9,500            $9,500             $95
COLOR LASER PRINTER SUB-SYSTEM                  6      $10,000           $60,000            $100
SMALL FORMAT COLOR PRINTER SUB-SYSTEM           8       $3,750           $30,000             $38
LARGE FORMAT COLOR PRINTER SUB-SYSTEM           0      $12,000                $0            $120
BLACK & WHITE LASER PRINTER SUB-SYSTEM         62       $2,250          $139,500             $23
FF2 IMAGEBANK                                   2     $105,000          $210,000          $1,050
FF2 IMAGESTORAGE                                2     $260,000          $260,000          $2,600
FF2 OPTICAL SUB-SYSTEM                          1      $50,000           $50,000            $500
WARRANTS INTERFACE DEVELOPMENT                  1      $70,000           $70,000            $700
NYCPD CUSTOMIZATION                             1      $70,000           $70,000            $700
SEALING SOFTWARE DEVELOPMENT                    1           $0                $0              $0
INSTALLATION, SHIPPING, STORAGE                 1     $180,000          $180,000              $0
ONSITE SUPPORT STAFF                                        $0                $0          $8,333
TRAINING                                        1      $60,000           $60,000              $0
DOCUMENTATION                                   1      $10,000           $10,000            $100
===================================================================================================
TOTAL                                                                 $1,659,000         $13,354
===================================================================================================

                                           Page 1
<PAGE>

                                 Schedule C

<CAPTION>
---------------------------------------------------------------------------------------------------
                                                                                      Ext. Maint.
               Nomenclature                 Qty      Unit Price      Total Price      per Month
---------------------------------------------------------------------------------------------------
<S>                                       <C>      <C>              <C>             <C>
INTELLIGENCE MODULE
STILL VIDEO CAPTURE SUB-SYSTEM                  2       $6,500           $13,000             $65
FF2 CAPTURE IMAGESTATION                        2       $9,500           $19,000             $95
FF2 DISPLAY IMAGESTATION                        2       $6,500           $13,000             $65
SCANNER SUB-SYSTEM                              2       $9,500           $19,000             $95
COLOR LASER PRINTER SUB-SYSTEM                  1      $10,000           $10,000            $100
SMALL FORMAT COLOR PRINTER SUB-SYSTEM           1       $3,750            $3,750             $38
LARGE FORMAT COLOR PRINTER SUB-SYSTEM           0      $12,000                $0            $120
BLACK & WHITE LASER PRINTER SUB-SYSTEM          0       $2,250                $0             $23
INTELLIGENCE APPLICATION DEVELOPMENT            1     $130,000          $130,000          $1,300
IMAGING SOFTWARE DEVELOPMENT                    1           $0                $0              $0
SEALING SOFTWARE DEVELOPMENT                    1           $0                $0              $0
INSTALLATION, SHIPPING, STORAGE                 1      $12,500           $12,500              $0
ONSITE SUPPORT STAFF                                        $0                $0              $0
TRAINING                                        1       $2,000            $2,000              $0
DOCUMENTATION                                   1       $7,500            $7,500             $75
===================================================================================================
TOTAL                                                                   $229,750          $1,976
===================================================================================================

<CAPTION>

---------------------------------------------------------------------------------------------------
                                                                                      Ext. Maint.
               Nomenclature                 Qty      Unit Price      Total Price      per Month
---------------------------------------------------------------------------------------------------
<S>                                       <C>      <C>              <C>             <C>
MISSING PERSONS MODULE
STILL VIDEO CAPTURE SUB-SYSTEM                  1       $6,500            $6,500             $65
FF2 CAPTURE IMAGESTATION                        1       $9,500            $9,500             $95
FF2 DISPLAY IMAGESTATION                        1       $6,500            $6,500             $65
SCANNER SUB-SYSTEM                              1       $9,500            $9,500             $95
COLOR LASER PRINTER SUB-SYSTEM                  0      $10,000                $0            $100
SMALL FORMAT COLOR PRINTER SUB-SYSTEM           1       $3,750            $3,750             $38
LARGE FORMAT COLOR PRINTER SUB-SYSTEM           0      $12,000                $0            $120
BLACK & WHITE LASER PRINTER SUB-SYSTEM          0       $2,250                $0             $23
MISSING PERSON APPLICATION DEVELOPMENT          1     $120,000          $120,000          $1,200
IMAGING SOFTWARE DEVELOPMENT                    1           $0                $0              $0
SEALING SOFTWARE DEVELOPMENT                    1           $0                $0              $0
INSTALLATION, SHIPPING, STORAGE                 1       $5,000            $5,000              $0
24 HOURS/DAY--7 DAYS/WEEK SUPPORT                           $0                $0              $0
ONSITE SUPPORT STAFF                                        $0                $0              $0
TRAINING                                        1       $1,000            $1,000              $0
DOCUMENTATION                                   1       $7,500            $7,500             $75
===================================================================================================
TOTAL                                                                   $169,250          $1,876
===================================================================================================

                                           Page 2

<PAGE>

                                 Schedule C

<CAPTION>
---------------------------------------------------------------------------------------------------
                                                                                      Ext. Maint.
               Nomenclature                 Qty      Unit Price      Total Price      per Month
---------------------------------------------------------------------------------------------------
<S>                                       <C>      <C>              <C>             <C>
ADDITIONAL EQUIPMENT OPTIONS
STILL VIDEO CAPTURE SUB-SYSTEM               each       $8,500                               $85
FF2 CAPTURE IMAGESTATION                     each       $9,500                               $95
FF2 DISPLAY IMAGESTATION                     each       $6,500                               $65
SCANNER SUB-SYSTEM                           each       $9,500                               $95
ADDITIONAL STORAGE - CENTRAL SITE            each      $20,000                              $200
STILL VIDEO PLAYBACK SUB-SYSTEM              each       $6,500                               $65
STILL VIDEO CAPTURE SUB-SYSTEM               each       $6,500                               $65
REMOTE FOCUS AND ZOOM CONTROL LENS           each       $5,000                               $50
AUTOMATED WEIGHT CAPTURE                     each       $3,650                               $37
COLOR LASER PRINTER SUB-SYSTEM               each      $10,000                              $100
                                             1-25       $9,500                               $95
                                            26-50       $9,000                               $90
                                             51+        $8,500                               $85
SMALL FORMAT COLOR PRINTER SUB-SYSTEM        each       $3,250                               $33
                                             1-50       $3,250                               $33
                                             51+        $3,000                               $30
LARGE FORMAT COLOR PRINTER SUB-SYSTEM        each      $13,000                              $130
                                             1-50      $12,500                              $125
                                             51+       $11,500                              $115
BLACK & WHITE LASER PRINTER SUB-SYSTEM       each       $2,250                               $23
                                             1-25       $2,250                               $23
                                            26-50       $2,250                               $23
                                             51+        $2,250                               $23
---------------------------------------------------------------------------------------------------
</TABLE>

                                           Page 3

<PAGE>


                               Attachment 1
                             SYSTEM OVERVIEW


1.       Introduction

The purpose of this attachment is to provide a system-level overview of the
Automated DB2 Warrant and Integrated Digitized Photo Imaging System.

Section 2 provides a high-level functional overview describing the
systems/subsystems, the data associated with the systems/subsystems, the
interfaces between those systems/subsystems, and the interfaces to external
systems. Section 3 identifies the hardware and software components for the
systems/subsystems. Section 4 provides a physical view of the
systems/subsystems including the connectivity between the systems/subsystems,
connectivity to the external systems, and the detailed specifications for
each of the Commercial-Off-The-Shelf (COTS) components of the
systems/subsystems.

2.       Functional Overview

The Automated DB2 Warrant and Integrated Digitized Photo Imaging System
consists of two main functional components: (1) the Automated DB2 System, and
(2) the Photo Imaging System. A functional overview is provided in Exhibit
2-1 showing the subsystems of the Automated DB2 System, the subsystems of
the Photo Imaging System, the data associated with each of the subsystems,
the interfaces between the subsystems, and the interfaces to external
systems. As shown in Exhibit 2-1, the Automated DB2 System and the Photo
Imaging System are independent systems with three defined interfaces. The
Automated DB2 System sends Warrant data and Seal/Unseal notifications to the
Photo Imaging System. The Photo Imaging System sends UF90 data (audit data of
who received a photo and when) to the Automated DB2 System. A brief
description of each system/sub-system is provided in the following sections.

2.1      Automated DB2 System Overview

The Automated DB2 System will be developed in MicroFocus Cobol and will
execute on NYCPD's existing mainframe, the IBM 3090-400J, in a CICS/DB2
environment. (Attachment K of this contract provides the detailed hardware
and software configuration of the existing NYCPD mainframe environment.) The
Automated DB2 System consists of the (1) Warrant System, (2) Name Search
System, (3) Sealing System, and (4) Database Conversion software. A brief
description of each these systems is provided in the following paragraphs.

2.1.1    Warrant System

The Warrant System will support the data entry and tracking of Warrants,
Wants, Recidivists, and Drug Users, and investigative actions associated with
Warrants and Wants. The Warrant System will replace the current
Warrant/Want/WOLF system. The Warrant System can receive warrant data from
the Office of Court Administration (OCA) and will transmit certain types of
warrants to DCJS. The Warrant System will initiate name searches against the
Warrant System Data. The Warrant System will send warrant data to the Photo
Imaging System so that hardcopy Warrants, with or without imbedded mugshots,
can be printed on the Photo Imaging System printers either in black & white
or in color.


                           System Overview: 1                Revision C


<PAGE>


                                  [FLOWCHART]





        Exhibit 2-1 Overview of Automated DB2 Warrant and Integrated Digitized
                               Photo Imaging System


<PAGE>


                                   Attachment 1
                                 SYSTEM OVERVIEW


2.1.2    Name Search System

The Name Search System will support the ability to search the data maintained
by the Warrant System using a combination of Name, DOB, Sex, and Race. The
Name Search System will use the NCIC-2000 NYSIIS algorithm for converting the
name string into the "phonetic" equivalent.

2.1.3    Sealing System

The Sealing System will support the electronic sealing and unsealing of the
photo images associated with an arrest. The Sealing System will receive
seal/unseal requests from the On-Line Booking System (OLBS). The Sealing
System will notify the Photo Imaging System of the Seal or Unseal event, send
letters requesting the return of the photo to the command posts which
received a copy of the photo, and track the return of the photos to the
Sealed Records Unit. The Sealing System will receive UF90 data (audit data of
who received a photo and when) from the Photo Imaging System.

2.1.4    Database Conversion Software

The Database Conversion software will convert the existing Warrant/Want/WOLF
records from the current VSAM/Adabas format to the new DB2 database format
which will be used for the new Warrant System. This will be done on a
one-time basis for the purpose of populating the new DB2 Warrant database.

2.2      Photo Imaging System Overview

The Photo Imaging System which utilizes photo/video imaging technology to
capture, store, and retrieve "mugshots" will replace the present time
consuming and labor intensive manual-intensive photo identification process.
In addition, the Photo Imaging System will print warrants (with or without
photos) and provide for on-line generation and printing of line-up photo
arrays and mugshots. This system consists of three subsystems: the Basic
Photo Imaging System and two investigative subsystems, the Intelligence
Subsystem and the Missing Persons Subsystem. A brief description of each
these systems/subsystems is provided in the following paragraphs.

2.2.1    Basic Photo Imaging System

The Basic Photo Imaging System will be a Commercial-Off-The-Shelf
(COTS)-based package which provides the capability to capture mugshots at the
booking sites, create and print photo line-ups, produce warrants with or
without imbedded mugshots, and support sealing and unsealing of photos. The
Basic Photo Imaging System will exchange booking data with the On-Line
Booking System (OLBS). The Basic Photo Imaging System will receive warrant
data from the Warrant System so that hardcopy Warrants, with or without
imbedded mugshots, can be printed on the Basic Photo Imaging System printers
either in black & white or in color. The Basic Photo Imaging System will send
UF90 data (audit data of who received a photo and when) to the Sealing
System. The Basic Photo Imaging System is based on the COTS Photo Imaging
System, "ForceField", which runs in a Unix environment.


                                System Overview: 3                Revision C


<PAGE>

<TABLE>
<S><C>

                                      ------------------------
                                        Automated DB2 Warrant
                                      and Integrated Digitized
                                        Photo Imaging System
                                      ------------------------
                                                 |
                                                 |
                   ------------------------------------------------------------------------------------------------------
                   |                                                                  |                                  |
                -------                                                          ---------                           --------
                 Photo                                                           Automated                           Communi-
                Imaging                                                             DB2                               cations
                 System                                                            System                             System
                -------                                                          ---------                           --------
                   |                                                                 |                                   |
   ---------------------------------------------------            -----------------------------------------          --------
   |               |            |           |        |            |        |         |          |          |         |        |
   |               |            |           |        |            |        |         |          |          |         |        |
 --------    ------------   ----------  --------- -------     --------  --------  --------  --------  ----------  -------- --------
                             Missing               Facial       DB2                 Name               Database   Communi-  Network
 Basic PI    Intelligence   Persons PI     PI      Aging        DASD     Warrant   Search   Sealing   Conversion  cations   Mngmnt
 Software    PI Software     Software   Hardware   System     Hardware  Software  Software  Software   Software   Devices  Software
 --------    ------------   ----------  --------- -------     --------  --------  --------  --------  ----------  -------- --------
                                            |                                                                         |
                                            |                                                                         |
      ----------------------------------------------------------------------------              -----------------------------------
      |           |             |              |            |          |          |             |         |          |         |
      |           |             |              |            |          |          |             |         |          |         |
  ----------   -------      ----------     ----------    --------  ---------   --------      -------   -------   ---------- -------
                            PI Central     PI Display-              PI Video                           Hdqrtrs   Precinct/   Male
  PI Capture      PI          Server          Only          PI      Freeze-      PI          Hdqrtrs   IP-SNA    Borough    DTE V35
   Stations    Cameras       Subsystem       Stations    Scanners    Frame     Printers      Routers   Gateway   Routers    Cables
  ----------   -------      ----------     ----------    --------  ---------   --------      -------   -------   ---------- -------
                                |                                                 |
                                |                                                 |
     -------------------------------------------              -----------------------------------
     |            |             |               |             |         |            |           |
     |            |             |               |             |         |            |           |
 ----------   ------------    ---------    ---------      --------   --------     --------    --------
              PI Magnetic                                            PI Color     PI Small    PI Large
 PI Central      Disk         PI Backup    PI Backup      PI B&W      Laser       Dye-Sub     Dye-Sub
  Servers       Storage        Server       Device        Printers   Printers     Printers    Printers
 ----------   ------------    ---------    ---------      --------   --------     --------    --------

                   Exhibit 3-1  NYCPD System Specifications Tree                 |  | Commercial-Off-The-Shelf (COTS)
                                                                                 |  | Developed
</TABLE>
<PAGE>

<TABLE>
<S><C>
                                           ------------------------
                                             Automated DB2 Warrant
                                           and Integrated Digitized
                                             Photo Imaging System
                                           ------------------------
                                                      |
                                                      |
                        --------------------------------------------------------------------------
                        |                                                 |                       |
                        |                                                 |                       |
                    ---------                                         ---------               --------
                      Photo                                           Automated               Communi-
                     Imaging                                              DB2                 cations
                      System                                            System                 System
                    ---------                                         ---------               --------
                        |
                        |
   ----------------------------------------------------
   |             |           |             |          |
   |             |           |             |          |
--------   ------------   ----------   --------     ------
                           Missing                  Facial
Basic PI   Intelligence   Persons PI       PI       Aging
Software   PI Software     Software    Hardware     System
--------   ------------   ----------   --------     ------
                                          |
                                          |
     --------------------------------------------------------------------------
     |          |            |            |            |            |          |
     |          |            |            |            |            |          |
----------  -------     ----------  -------------   ---------   --------   --------
PI Capture     PI       PI Central   PI Display-       PI       PI Video
 Stations   Cameras       Server        Only        Scanners    Freeze-        PI
   (12)        (11)     Subsystem   Stations (91)     (1)        Frame     Scanners
----------  -------     ----------  -------------   ---------   --------   --------
                            |                                                  |
                            |                                                  |
   --------------------------------------------            --------------------------------------
   |                |             |            |           |         |             |             |
   |                |             |            |           |         |             |             |
----------     -----------   ---------    ---------    -------- -------------  ------------   ---------
               PI Magnetic                              PI B&W    PI Color      PI Small      PI Large
PI Central         Disk      PI Backup    PI Backup    Printers     Laser        Dye-Sub      Dye-Sub
Servers          Storage       Server       Device        (76)  Printers (12)  Printers (8)   Printers
----------     -----------   ---------    ---------    -------- -------------  ------------   ---------

                                                                             |  |  Components of Basic Photo Imaging System
                                                                             |  |  Shared Components of Basic Photo Imaging System

                      Exhibit 3-2 NYCPD System Specifications Tree - Basic Photo Imaging System
</TABLE>
<PAGE>

<TABLE>
<S><C>
                                           ------------------------
                                             Automated DB2 Warrant
                                           and Integrated Digitized
                                             Photo Imaging System
                                           ------------------------
                                                      |
                                                      |
                        --------------------------------------------------------------------------
                        |                                                 |                       |
                        |                                                 |                       |
                    ---------                                         ---------               --------
                      Photo                                           Automated               Communi-
                     Imaging                                              DB2                 cations
                      System                                            System                 System
                    ---------                                         ---------               --------
                        |
                        |
   ----------------------------------------------------
   |             |           |             |          |
   |             |           |             |          |
--------   ------------   ----------   --------     ------
                           Missing                  Facial
Basic PI   Intelligence   Persons PI       PI       Aging
Software   PI Software     Software    Hardware     System
--------   ------------   ----------   --------     ------
                                          |
                                          |
     --------------------------------------------------------------------------
     |          |            |            |            |            |          |
     |          |            |            |            |            |          |
----------  -------     ----------  -------------   ---------   ---------   --------
PI Capture     PI       PI Central   PI Display-       PI       PI Video
 Stations   Cameras       Server        Only        Scanners    Freeze-        PI
   (2)                   Subsystem   Stations (2)      (2)      Frame (2)   Printers
----------  -------     ----------  -------------   ---------   ---------   --------
                            |                                                  |
                            |                                                  |
   --------------------------------------------            --------------------------------------
   |                |             |            |           |         |             |             |
   |                |             |            |           |         |             |             |
----------     -----------   ---------    ---------    -------- -------------  ------------   ---------
               PI Magnetic                              PI B&W    PI Color      PI Small      PI Large
PI Central         Disk      PI Backup    PI Backup    Printers     Laser        Dye-Sub      Dye-Sub
Servers          Storage       Server       Device               Printers (1)  Printers (1)   Printers
----------     -----------   ---------    ---------    -------- -------------  ------------   ---------

                                                                             |  |  Components of Intelligence Subsystem
                                                                             |  |  Shared Components of Intelligence Subsystem

                      Exhibit 3-3 NYCPD System Specifications Tree - Intelligence Subsystem
</TABLE>
<PAGE>

<TABLE>
<S><C>
                                           ------------------------
                                             Automated DB2 Warrant
                                           and Integrated Digitized
                                             Photo Imaging System
                                           ------------------------
                                                      |
                                                      |
                        --------------------------------------------------------------------------
                        |                                                 |                       |
                        |                                                 |                       |
                    ---------                                         ---------               --------
                      Photo                                           Automated               Communi-
                     Imaging                                              DB2                 cations
                      System                                            System                 System
                    ---------                                         ---------               --------
                        |
                        |
   ----------------------------------------------------
   |             |           |             |          |
   |             |           |             |          |
--------   ------------   ----------   --------     ----------
                           Missing                    Facial
Basic PI   Intelligence   Persons PI       PI         Aging
Software   PI Software     Software    Hardware     System (1)
--------   ------------   ----------   --------     ----------
                                          |
                                          |
     --------------------------------------------------------------------------
     |          |            |            |            |            |          |
     |          |            |            |            |            |          |
----------  -------     ----------  -------------   ---------   ---------   --------
PI Capture     PI       PI Central   PI Display-       PI       PI Video
 Stations   Cameras       Server        Only        Scanners    Freeze-        PI
   (1)                  Subsystem   Stations (1)      (1)       Frame (1)   Printers
----------  -------     ----------  -------------   ---------   ---------   --------
                            |                                                  |
                            |                                                  |
   --------------------------------------------            --------------------------------------
   |                |             |            |           |         |             |             |
   |                |             |            |           |         |             |             |
----------     -----------   ---------    ---------    -------- -------------  ------------   ---------
               PI Magnetic                              PI B&W    PI Color      PI Small      PI Large
PI Central         Disk      PI Backup    PI Backup    Printers     Laser        Dye-Sub      Dye-Sub
Servers          Storage       Server       Device                Printers     Printers (1)   Printers
----------     -----------   ---------    ---------    -------- -------------  ------------   ---------

                                                                             |  |  Components of Missing Persons Subsystem
                                                                             |  |  Shared Components of Missing Persons Subsystem

                      Exhibit 3-4 NYCPD System Specifications Tree - Missing Persons Subsystem
</TABLE>



<PAGE>

<TABLE>
<S><C>
----------------------------------------------------------------------------------------------------------------------------------
       ------------------------
                IBM 3090-400J                        Warrant & Name
                                                     Search System Data:
DCJS--                          ------                - Warrant Data
                           ----  DASD                 - Want Data
OCA --   OLBS                   ------                - Recidivist Data
                                                      - Drug User Data                           Photo Imaging
         Warrant System                               - Investigative Data                       Central Server
         Name Search System                          Sealing System Data:                           Subsystem
         Sealing System                               - Sealing Data
         Database Conversion                          - UF90 Data
       ------------------------

                                                         LAN

NOTE:
- All Hardware and System Software for the
  Automated DB2 System is provided by NYCPD
  (except the DASD)

- Infrastructure for access to the Automated DB2      -------------
  System from remote sites already exists              Routers (3)                             Headquarters
                                                      -------------                         (Manhattan Central)

----------------------------------------------------------------------------------------------------------------------------------
                                                  NOTE: all WAN connections are
                                                  already in place

                      -----------------                                          -----------------
                         Routers (76)                                               Routers (6)
                      -----------------                                          -----------------
                             |                                                            |
                             |                                                            |
           ---------------------------------------                       --------------------------------------
                     Precincts (76 Sites)                                       Central Booking (6 Sites)

            - Existing Workstations with access                            - Existing Workstations with
              to Mainframe Applications                                      access to Mainframe Applications

            - Existing LAN                                                 - Existing LAN

            - Existing Printers (output from                               - Existing Printers (output from
              Mainframe Applications)                                        Mainframe Applications)
           ---------------------------------------                       --------------------------------------

                                                                                                                  | | Comm Option
                                                                                                                  | | SAIC Provided


                          Exhibit 4-1 Automated DB2 Systems Diagram & Connectivity to External Systems

</TABLE>

<PAGE>

                                             [GRAPH]

Exhibit 4-2 Photo Imaging Systems Diagram & Connectivity to External Systems


<PAGE>

                                             [GRAPH]

Exhibit 4-3 Automated DB2 Warrant and
Integrated Digitized Photo Imaging System Block Diagram


<PAGE>
                             Automated DB2 System

                                    [GRAPH]

                Photo Imaging System: Central Server Subsystem

                                    [GRAPH]

                 Basic Photo Imaging System: Capture Subsystem

                                    [GRAPH]

               Basic Photo Imaging System: Station-Level Subsystem
                       Intelligence      Missing Person

                                    [GRAPH]

Exhibit 4-4 Configuration of each system/subsystem with detailed specifications
                               for each component

<PAGE>

                                  Attachment 1
                                 SYSTEM OVERVIEW


sites which will have access to the Photo Imaging System functionality. The
Central Server Subsystem resides at headquarters on its own LAN and is
connected to the remote sites via the existing WAN infrastructure. The Basic
Photo Imaging System is further broken down into (1) the Capture Subsystem
which is located at the central booking sites, and (2) the Station-Level
Subsystem which is located at precincts and special units. The Station-Level
Subsystem consists of 76 precinct configurations and 16 special unit
configurations. All workstations for the Photo Imaging System will be
connected to the existing LANs.

EXHIBIT 4-3 provides a high-level diagram of the hardware components of the
system and subsystems and the connectivity between those components.

EXHIBIT 4-4 provides the exact configuration of each subsystem, including the
types and quantities of components and the detailed specifications for each
of the components. The exact configuration for the precincts and each type of
special unit within the Station-Level Subsystem is also shown in Exhibit 4-4.





                                System Overview: 11                  Revision C
<PAGE>

                                  Attachment 1
                              PHOTO IMAGING SYSTEM


1. INTRODUCTION

1.1 OVERVIEW - DESCRIPTION

The Photo Imaging System will utilize photo/video imaging technology to
capture, store, and retrieve "mugshots" and will replace the present time
consuming and labor intensive photo identification process. In addition, the
Photo Imaging System will print warrants (with or without photos) and provide
for on-line generation and printing of line-up photo arrays and mugshots. The
Photo Imaging System is based on the Commercial-Off-The-Shelf (COTS) photo
imaging system, "ForceField", which runs in a Unix environment. The Photo
Imaging System consists of three subsystems: the Basic Photo Imaging System
and two investigative subsystems, the Intelligence Subsystem and the Missing
Persons Subsystem. A brief description of each these systems/subsystems is
provided in the following paragraphs.

     THE BASIC PHOTO IMAGING SYSTEM will provide the capability to capture
     mugshots at the booking sites, create and print photo line-ups, produce
     warrants with or without imbedded mugshots, and support sealing and
     unsealing of photos. The Basic Photo Imaging System will exchange
     booking data with the On-Line Booking System (OLBS). The Basic Photo
     Imaging System will receive warrant data from the Warrant System so that
     hardcopy Warrants, with or without imbedded mugshots, can be printed on
     the Basic Photo Imaging System printers either in black & white or in
     color. The Basic Photo Imaging System will send UF90 data (audit data of
     who received a photo and when) to the Sealing System and will receive
     seal/unseal notifications from the Sealing System.

     THE INTELLIGENCE SUBSYSTEM will support the retention of electronic
     photographs/images and reference data associated with intelligence
     information which can include general intelligence, gangs, organized
     crime, threats, and other intelligence sources. The Intelligence
     Subsystem will send UF90 data (audit data of who received a photo and
     when) to the Sealing System and will receive seal/unseal notifications
     from the Sealing System. The Intelligence Subsystem will be capable of
     obtaining photos/mugshots from the Basic Photo Imaging System.

     THE MISSING PERSONS SUBSYSTEM will support the retention of electronic
     photographs and alpha-numeric data associated with missing persons,
     unidentified persons (unidentified DOA and amnesia victims), and
     body-parts. The Missing Persons Subsystem will receive missing persons
     data from the DB2 Missing Persons Case Management System. The Missing
     Persons Subsystem will be capable of obtaining photos/mugshots from the
     Basic Photo Imaging System. In addition, this subsystem incorporates a
     stand-alone commercial facial aging system, "PhotoSketch", to be
     provided by the Buyer.

EXHIBIT 1.1-1 provides a high-level functional view of the Photo Imaging
System and its associated functional subsystems: the Basic Photo Imaging
System, the Intelligence Subsystem, and the Missing Persons Subsystem.
Because all three functional subsystems are supported by the same central
server configuration, this central server configuration is broken out as a
separate subsystem. In addition, the Basic Photo Imaging  System is broken
down into (1) the Capture Subsystem which is located at the central booking
sites,

                            Photo Imaging System: 1                  Revision C


<PAGE>








                                 [GRAPH]













Exhibit 1.1-1  High-level Functional view of the Photo Imaging System and its
               Associated Subsystems.


                           Photo Imaging System: 2
<PAGE>

                                  Attachment 1
                              PHOTO IMAGING SYSTEM

and (2) the Station-Level Subsystem which is located at precincts and special
units. The Station-Level Subsystem consists of 76 precinct configurations and
16 special unit configurations.

EXHIBIT 1.1-2 provides the exact configuration of each physical subsystem,
including the types and quantities of components and the detailed
specifications for each of the components. A brief description of each of the
physical subsystems shown in EXHIBIT 1.1-2 is provided in the following
paragraphs.

      The CENTRAL SERVER SUBSYSTEM consists of a pair of Sun SPARCserver 20s
      with shared access to the centralized images and pedigree data on RAID
      Level-5 disks via 25 MB/sec Fiber Optics. This configuration provides
      fail-save operations using the High Availability Option: if one server
      goes down, the other server takes over the functions of the failed
      server. This level supports the on-line repository of all Borough images
      and pedigree data, and the optical disk storage for backup and archival
      purposes. When an image is added to the central image repository, a
      copy is also written to the optical disk. After 3 years, the magnetic
      copy of the image is deleted from magnetic disk but will remain on
      optical disk for archival purposes. All searches are serviced at this
      level, and a list of "matches" are returned to the workstations. In
      addition, the Network and System Management is performed from this
      level.

      The CAPTURE SUBSYSTEM consists of a Pentium-based Unix workstation,
      with a video capture board for digitizing the photo images from the
      Hitachi HV-C20 camera. Each Borough provides centralized photo image
      capture for its associated Precincts during the booking process. The
      number of Capture Subsystems allocated to each of the Boroughs is
      based on the expected workload (i.e.: number of bookings) performed at
      that Borough. The Capture Subsystem temporarily stores the image(s) on
      its local magnetic disk storage and sends a copy of the image(s) to the
      Central Server Subsystem. The Capture Subsystem can perform in a
      stand-alone mode for a period of time.

      The STATION-LEVEL SUBSYSTEM consists of a Pentium-based Unix
      workstation and a variety of printers for the display of photos,
      generation and printing of photo line-ups, and the printing of both
      color and black-and-white warrants. The types and quantities of
      components allocated to each type of station is shown in EXHIBIT 1.1-2.

      The INTELLIGENCE SUBSYSTEM consists of the standard Display Stations
      and Capture Stations with a Tektronix Phaser 540 laser color printer, a
      Mitsubishi CP50 dye-sublimation color printer, and the Hitachi HV-C20
      with a copy-stand.

      The MISSING PERSONS SUBSYSTEM consists of the standard Display Station
      and Capture Station with a Mitsubishi CP50 dye-sublimation color
      printer and the Hitachi HV-C20 with a copy-stand.


                            Photo Imaging System: 3                  Revision C


<PAGE>


                                   [DIAGRAM]






       EXHIBIT 1.1-2  Configuration of each system/subsystem with detailed
           specifications for each component

                               Photo Imaging System: 4


<PAGE>


                                  Attachment 1
                              PHOTO IMAGING SYSTEM


1.2 OVERVIEW - FEATURES

The system will be a turnkey solution that utilizes a client/server
architecture communicating over the token-ring local area network (LAN)
existing at the boroughs, as well as an existing wide area network (WAN). A
pair of file servers at the Central Data Server site will ensure redundancy.
The system architecture approach to the ForceField system offers the utmost
in system availability, very efficient network load management, and
flexibility in data searches. The open system architecture of the ForceField
system will ensure future flexibility of programming options.

The Precinct workstations, the client portion of the client/server
architecture, are configured around powerful workstations with processing
capabilities to provide rapid response to requests from the user, allowing
the Central Data Site Servers to focus on the efficient management and
transfer of data and images to the workstations. The workstation's processing
facility is used for managing the user interface, local
compression/decompression, image review and enhancement and image
input/output device control. These workstations will be tied to the Central
Site Servers over the existing LAN.

To handle additional workstations and future enhancements without degrading
the response times of the system, the Central Data Servers can be easily
upgraded with additional memory, more or faster disks and other enhancements
as desired. Should the Central Site completely outgrow their current servers,
more powerful servers can be installed with little or no effect to the
application software.

KEY FEATURES OF THE FORCEFIELD SYSTEM.  During the initial research and
development of the ForceField System, various concepts and design goals were
defined as essential to a viable image database and automated warrant system.
An ongoing commitment to development has yielded the most powerful tool for
use by law enforcement agencies worldwide. Key features of the system include:

- MULTI-FUNCTION UNIX WORKSTATIONS.  The latest development encompasses truly
  multi-tasking and multi-function client/server workstations.

- LARGE-SCALE DATABASE MANAGEMENT.  SYBASE%, a high-speed relational
  database, was selected for the system and forms the basis for managing
  textual data. Since no commercially available software exists for managing
  large numbers of images, specialized software was developed to store and
  retrieve images efficiently. This software is device independent and
  supports both magnetic and optical drives.

- DOD COMMUNICATIONS PROTOCOL.  The communication protocol used by the
  ForceField system is the Department of Defense standard TCP/IP. Token-Ring
  is fully supported by the ForceField system configuration provided as part
  of this contract. In addition, a variety of other physical networking
  options such as asynchronous RS-232 using SLIP (Serial Line Internet
  Protocol), fiber optics, microwave, and Ethernet can be supported by the
  ForceField system (although not included in this contract), allowing for both
  local-area and wide-area networks.

- ON-LINE MULTI-USER CAPABILITY.  The image database is an information
  resource, available for access by a large number of users and was designed
  to be on-line 24 hours/day -- 7 days/week.


                         Photo Imaging System:  5                     Revision C

<PAGE>

                              Attachment 1
                          PHOTO IMAGING SYSTEM

- STRICT ACCESS CONTROL.  The New York City Police Department System
  Administrators will receive special training and will become the in-house
  experts responsible for the system. The System Administrators determine
  what functions are available to different personnel and workstations.
  Through a single designated system console, the System Administrators can
  assign and identify specific functions each operator or terminal is
  authorized to perform. Hierarchical security levels controlled by the
  System Administrators are provided in the system, ranging from the lowest
  level that allows only input of data to the highest level that permits a
  complete reorganization of data.

- PROTECTED OPERATOR SIGN-ON/OFF.  An operator's identity and authorization
  code must be verified before he/she can begin a work session. This process
  is called CONNECTION and is performed by using the CONNECT command on the
  system menu. An operator must have a pre-assigned user name and password
  before they can CONNECT. When the session is completed, the DISCONNECT
  command is used. In addition, the system will automatically DISCONNECT a
  user after a specified inactive time period.

- EASE OF USE.  As the end-users perceive the ForceField system as a tool
  assisting them in completing their work quickly and efficiently, a large
  amount of development effort was spent on the design of an easy-to-use user
  interface. The software is menu-driven and incorporates both pull-down and
  pop-up windows. The easy to operate user-interface allows most functions to
  be performed through a traditional keyboard sequence or mouse selection.
  Screens and messages have been designed to inform the users, as well as
  put them at ease.

- HIGH-RESOLUTION PHOTO CAPTURE.  The Hitachi HV-C20, a high quality, 3-CCD,
  RGB camera can be controlled via RS-232 connection. By utilizing the remote
  control capability, a workstation can automatically adjust the gain, color
  balance, pedestal, and iris to pre-defined optimal levels -- ensuring
  consistency from image to image. This also enables the system to
  automatically compensate for skin-tone regardless of clothing color. The
  capture station will be equipped with an appropriate lighting system for
  quality images with minimal shadowing. Three point lighting will be
  incorporated with the 18% gray background and a reflective pedestal to
  provide optimum capture conditions. The camera will be securely mounted on
  a wall or ceiling at a height that will provide limited access to inmates.
  The camera will be equipped with the Vicon Model V3000 APT remote pan & tilt
  mechanism. This wall mounted device can be controlled by a control stick
  located at the workstation. The camera and lens configuration will ensure
  consistent capture of short and tall subjects.

- PHOTO CAPTURE FLEXIBILITY.  The Hitachi HV-C20 RGB camera can be attached
  to a copy stand for the input of existing positive or negative images,
  including identifiable photos, fingerprint cards, or other related
  documents.

- WIDE ARRAY OF PRINTERS.  The system supports a variety of printer options
  ranging from economical black and white printers utilizing standard copier
  paper for the production of internal jail cards, warrants, and other agency
  defined forms, to large format color printers used for ID card production,
  suspect prints, and photo lineups used in court cases.

- JPEG COMPRESSION TECHNOLOGY.  Advanced techniques, based on the JPEG (Joint
  Photography Experts Group) compression standards, are used to reduce the
  image storage and transmission needs. Compression ratios of 10:1 to 15:1
  ensure the


                         Photo Imaging System:  6                     Revision C

<PAGE>

                               Attachment 1
                          PHOTO IMAGING SYSTEM

  image can be reconstructed with no degradation visible to the human eye.
  It is the our intent to be remain compliant with the ANSI X3L2.8 compression
  standards. Given the size of the CAL-PHOTO mug images of 400,000 bytes
  uncompressed, a compression ratio of 15:1 may be used to yield a compressed
  image size of 25,000 bytes.

- SECURE REMOTE DIAGNOSTICS.  As the system has been developed to span a wide
  geographic area, remote diagnostic capability for the hardware and software
  of all components of the system is standard. The System Administrators are
  provided the necessary utilities to monitor and in some cases reconfigure
  workstations from the server system console. The remote diagnostic
  capability is used by the Seller's technical support personnel in
  diagnosing problems, as well as in upgrading software releases and
  installing new features. To prevent unauthorized remote access, modem
  password protection, call back features and port password protection are
  all available as part of the system.

- AUTOMATIC START-UP AND RECOVERY.  The ForceField system start-up is
  automatic. The boot sequence will start all necessary processes, open
  required files, and create batch queues for necessary batch jobs. In the
  event the system was previously shutdown improperly, disk and database
  recovery are automatic. In normal use, a workstation is left in continuous
  operation after it is installed and rarely powered down. In the event a
  workstation needs to be powered on, the initializing of hardware and
  loading of software takes no more than five minutes.

- ON-LINE SYSTEM BACKUP AND RESTORATION.  Both the textual information and
  the image data can be backed-up while the system is in full operation. The
  text data is copied to magnetic tape, while the image files will be written
  to large-format optical WORM.

- AUDIT TRAIL FACILITIES.  To ensure adequate documentation of database
  record review and modifications, audit trail facilities will be part of the
  system.




                         Photo Imaging System:  7                     Revision C











<PAGE>

                            Attachment 1
                        PHOTO IMAGING SYSTEM


2.  REQUIREMENTS

This section provides the system requirements for the Photo Imaging System.
As stated in section 1; the solution provided by the Seller for the Photo
Imaging System is a COTS product, Forcefield. As part of this COTS package,
NYCPD-specific customization of screen formats, print formats, database
content, and data validation rules will be done. The detailed customization
specifications for the Basic Photo Imaging System, the Intelligence
Subsystem, and Missing Persons Subsystem will be developed during the
customization definition phase, documented in a Customization Specifications
Document, and reviewed during the Customization Specifications Review.

2.1  ENVIRONMENT

The application software and hardware will support the Department's
environment. The ForceField system, built around an open system architecture,
will ensure future flexibility of programming options. Additionally, it is the
overall objective to provide a standardized imaging solution for law
enforcement agencies that can be tied to a network for the exchange of
information with other agencies utilizing varying imaging systems. By
strictly adhering to the CAL-PHOTO standards, the system will offer
consistent data transmission quality that will enable useful information
exchange between agencies. Future replacement and upgrades associated with
the related hardware and software will be supported.

2.1.1  LAN ENVIRONMENT

The Department's LAN environment is described in this section.

2.1.1.1 NETWORK REQUIREMENTS

2.1.1.1.1 Token-Ring LAN Environment.
Communications among workstations and servers will be over existing Novell
token-ring LANs, and through WAN communications networks supplied by the
Department. All workstations and servers will be configured with token-ring
network interface cards which will allow physical connection to the Novell
networks. Communications among the devices will be through peer-to-peer
TCP/IP protocols rather than through the Department's Netware servers.
However, the Department's routers will need to be configured for TCP/IP use.

Communication between the Department's 3090 mainframe and the ForceField data
server will be via SNA/3270 protocol emulation software (I/O Connect) and
physical gateway. Support is also available for LU 6.2 and TCP/IP. The final
protocol choice will be made as a joint decision between the Buyer and Seller.

2.1.1.1.2 Mainframe Interface.
The Department shares criminal justice information with the Office of Court
Administration (OCA) via the Department's IBM 3090. As many law enforcement
agencies share criminal justice data on a mainframe, a key concern is how the
imaging system will interface with the mainframe system to avoid duplicate
data entry. A real-time interface will be established to OLBS. In addition to
the real-time interface, a batch interface to OLBS will also be provided to
handle those situations in which either the OLBS system is not available, or
when the OLBS data is incomplete, or when the OLBS data has been updated. The


                       Photo Imaging System: 8
                                                                   Revision C
<PAGE>

                            Attachment 1
                        PHOTO IMAGING SYSTEM

transaction protocols and content/format will be defined in the Interface
Control Document which will be jointly developed by the Buyer and the Seller.

2.1.1.1.3 OLBS Interface.
Depending on the actual physical location chosen for the ForceField Central
Data Server, either a direct gateway connection or a 56KB connection will be
established. The ForceField workstations will access mainframe data through
the ForceField server. This minimizes the number of connections coming into
the 3090 and isolates any changes in the interconnect to a single machine.

OLBS currently runs in an ADABAS environment, but will be converted by the
Department to DB2. The Department is responsible for modifying OLBS to
send/receive the transactions, as defined in the Interface Control Document.

2.1.1.2  SYSTEMS/FILE SERVERS

The ForceField system's central processing will be handled by a pair of Sun
Microsystems SPARCserver 20s with shared access to dual Sun Microsystems
SPARCstorage Arrays supporting RAID level 5. This configuration provides
FAIL-SAFE operations using OpenVision's OpenV* HIGH AVAILABILITY OPTION. If
one server goes down, the other server takes over the functions of the failed
server. Both pedigree and image searches from system ImageStations (display
and capture workstations) will go against the database at the Central Data
Server site. Because high-speed 25MB/sec fiber optic connections will be
incorporated between these components, this fully replicated pair of file
servers and storage arrays at the Central Data Server Site will provide fast
access within a fully redundant and secure environment. An optical disk
storage subsystem will be incorporated for image backup and archival purposes.
This substystem is comprised of 2 SONY WDD-600 3.2 GB optical drives, 1 SONY
WDC-610 optical controller, and is managed by a SPARC 5 optical server. In
addition, the Network and System Management is performed from this level.

Communication between workstations and servers will be over existing Novell
Token-Ring LANs and through WAN communication networks to be supplied by the
Department. All workstations and servers will be configured with token-ring
network interface cards that will allow physical connection to the Novell
networks. Communications among the devices will be through peer-to-peer
TCP/IP protocols rather than through the Department's Netware servers.
However, the Department's routers must be configured for TCP/IP use.

The Sun Microsystems SPARCserver 5 and the SPARCserver 20 servers are members
of an upward-compatible family of processors. These servers can accommodate
future expansion by upgrading the CPU with minimal effect on applications
software.

The Central Data Server will be configured to handle up to 175 TO 200
simultaneous users. The file servers at the Central Data Server site will be
initially equipped with sufficient real main memory and enough input/output
capability to support all the software functions and meet all the performance
requirements, as specified in Attachment E. In addition, the server is
capable of future expansion to twice the initially supplied memory and I/O
capacity.

The system will be able to support double the original maximum amount of
storage with appropriate upgrades to file server RAM and disk storage.

The dual SPARCserver 20 file servers will be configured with adequate disk
space for system administration, buffering, and other server operations.


                       Photo Imaging System: 9
                                                                    Revision C
<PAGE>

                            Attachment 1
                        PHOTO IMAGING SYSTEM


The dual SPARCserver 20 file servers will have their own dedicated system
terminal and keyboard for software maintenance and other administrative tasks.

The dual SPARCserver 20 file servers will have their own laser jet printer
for software database maintenance and will have the ability to print high
quality black & white management reports.

The dual SPARCserver 20 file servers will provide multi-tasking, allowing
workstations to query the database while other workstations are storing
images. This is enabled by utilizing Sun Microsystems Solaris, a true UNIX
multi-tasking operating environment.

The dual SPARCserver 20 file servers will be equipped with a UNISON Series -
On-line - Sine Wave UPS manufactured by Tripp Lite. The model chosen is the
MPS 1200 with backup times of 22 minutes (half load) and 10 minutes (full
load), and a zero transfer time. This UPS provides 4 receptacles.

Because of the independent processing capability of the workstations, a total
system shutdown is unlikely. In addition, equality in functions and
processing power of the capture and display workstations allows them to be
virtually interchangeable. In the event of a system outage, the ForceField
"data shadowing" feature prevents the loss of virtually any data or images.

The system is capable of continued operation in degraded modes. The system
will be provided with power conditioning equipment at each file server such
that outage or fluctuations of commercial power will not significantly disrupt
operation of the system.

2.1.1.2.1 File Server Specifications

The specification for the file server are as follows:

              a. MANUFACTURER:
                 Sun Microsystems, Inc.

              b. PROCESSOR -- TYPE, MANUFACTURER, SPEED
                 (Central Servers) - Superscalar SPARC Version 8

                 (Optical Archive Server) - SPARC Version 8.70 MHz

              c. AMOUNT OF STANDARD MAIN MEMORY; AMOUNT OF MEMORY THAT CAN BE
                 INCREASED WITHOUT SPECIAL BOARDS
                 (Central Servers)
                 128 MB standard main memory, expandable to 2.0 GBytes

                 (Optical Archive Server)
                 32 MB standard main memory, expandable to 256 MB

              d. AMOUNT OF CACHE
                 (Central Servers)
                 1 MB external

                 (Optical Archive Server)
                 8 KB data and 16 KB instruction on chip.


                       Photo Imaging System: 10
                                                                   Revision C
<PAGE>

                            Attachment 1
                        PHOTO IMAGING SYSTEM

              e. CAPACITY OF INTERNAL HARD DISK
                 (Central Servers) - (1) 1.05 GB disk

                 (Optical Archive Server) - (1) 1.05 MB disk

              f. SIZE AND CAPACITY OF EXTERNAL STORAGE MEDIUM, MANUFACTURER,
                 ACCESS SPEED
                 Dual Sun Microsystems SPARCstorage Arrays supporting RAID
                 5.25MB/sec fiber optical connections between storage
                 subsystem and servers. Configured with (24) 2.9 GB 5.25"
                 full height differential SCSI-2 disk drives. These drives
                 will have an access speed better than 15MS.

              g. TYPE AND NUMBER OF AVAILABLE SLOTS
                 (Central Data Servers & Optical Archive Server)
                 (3) S BUS expansion slots with 32-bit data bus width.

              h. OPERATING SYSTEM
                 (Central Data Servers & Optical Archive Server)
                 Sun Solaris, a true UNIX multi-tasking operating environment.

              i. NUMBER OF PARALLEL AND SERIAL PORTS
                 (Central Data Servers)
                 (2)RS-232C/RS-423 synchronous serial ports.

                 (Optical Archive Server)
                 (1) Centronics-compatible parallel port, and
                 (2) RS-232C/RS-423 synchronous serial ports.

              j. MONITOR -- SCREEN SIZE, MANUFACTURER, RESOLUTION
                 15-inch, Sun Microsystems, 1024x768 resolution, 100 dots per
                 inch.


                       Photo Imaging System: 11
                                                                    Revision C
<PAGE>

                            Attachment 1
                        PHOTO IMAGING SYSTEM

2.2  IMAGE STORAGE

A three year retention capacity before archiving will be provided with the
system. The system will be configured to handle the expected volume of 3.8
million records on-line. The storage total of the Central Data Server is
noted in EXHIBIT 2.2-1. Dual Sun Microsystems SPARCstorage Arrays supporting
RAID level 5 will be incorporated into the Department's system for both
pedigree and image data. 25MB/sec fiber optic connections will be
incorporated between the SPARCstorage Arrays and the SPARCservers, and will
provide fast access within a fully redundant and secure environment. RAID
systems are an intelligently managed collection of disk drives with their
data organized to optimize performance for a particular set of tasks. RAID
systems bring needed relief to environments that have demanding performance
and reliability requirements.

RAID technology was selected for the Department's Photo Imaging System
because no single drive failure will take the system off-line, and other
drives can be used to reconstruct data. RAID 5 provides high transfer
bandwidth since different parts of the desired data are being read from
multiple spindles simultaneously. Random read performance is also very high
since the actuators are not tied together and may operate independently of
one another. Both the parity information and data are interleaved across the
array in a cyclic pattern to improve write performance.

Each SPARCstorage Array 200 configured for the Department will hold (24) 2.9
GB 5.25" full height differential SCSI-2 disk drives for a total of 70 GB.
Additionally, there is room in each cabinet for expansion by 50%, or a total
capacity in each cabinet of 104 GB with (36) 2.9 GB drives. Additional array
cabinets can be added in the future as needed to greatly increase online
capacity.

Some of the main benefits delivered by disk arrays include:

     - Higher transfer rates
     - Large number of I/O operations per second
     - Increased data availability
     - Easier management of large amounts of data
     - Deferred maintenance when a drive fails
     - Improved configuration flexibility

<TABLE>
<CAPTION>

               -------------------------------------------------
                                                         GB
                                                      Capacity
               -------------------------------------------------
               <S>                                    <C>
               Central Data Server Site (RAID 5)         140
               -------------------------------------------------
</TABLE>


Exhibit 2.2-1:  Image storage configuration for the Central Data Server Site.

                       Photo Imaging System: 12

                                                                    Revision C
<PAGE>

                                  Attachment 1
                              PHOTO IMAGING SYSTEM

2.3 PHOTO IMAGE SPECIFICATIONS

The ForceField system will include the equipment necessary for capturing,
storing, retrieving, and printing mug shot images using imaging technology.
The equipment requirements following describe each module/component of the
imaging system.

2.3.1 INSTALLATION OF EQUIPMENT

All necessary LAN transceivers and/or network cards necessary to permit the
system to communicate to the LAN will be provided and installed.

Prior to installation, the Seller shall survey the sites and identify
locations for each piece of equipment (or identify special needs) and will
provide a location for each piece of imaging equipment in each facility. This
equipment includes color printers, black and white printers, workstations,
cameras, external storage media, scanners, etc.

A project timeline will be included for delivery, installation, systems
testing, training, and any other major tasks.

All imaging equipment including the camera, lights, remote control equipment,
workstations, server, and software will be installed.

No special furniture is needed to support the imaging system. At the time of
the site survey the Seller will make recommendations for the layout and
configuration of the hardware.

2.3.1.1  POWER/ENVIRONMENTAL REQUIREMENTS

      SUN MICROSYSTEMS SPARCSERVER 20 (Central Data Servers)(2)
      3.1"H x 16.4" W x 16.1"D                                        27.0 lbs
      100-240 VAC, 47-63 Hz, 0.4K VA

      SUN MICROSYSTEMS SPARCSERVER 5 (Optical Archive Server)(1)
      3.1"H x 16.4" W x 16.1" D                                       27.0 lbs
      100-240 VAC, 47-63 Hz, 0.4K VA

      SPARCSTORAGE ARRAY 200 STORAGE SUBSYSTEM (RAID 5)(2)
      8.9"H x 19.5"W x 21.1"D                                        200.0 lbs
      100-240 VAC, 47-63 Hz

      SONY WDC-610 OPTICAL CONTROLLER (1)
      7.1"H x 14.8"W x 19.4"D                                         38.6 lbs
      90-132 VAC, 50-60 Hz

      SONY WDD-600 OPTICAL DRIVE(2)
      7.1"H x 14.8"W x 20.5"D                                         35.0 lbs
      90-132 VAC, 50-60 Hz

      PENTIUM WORKSTATION
      5.7"H x 15.9"W x 16.6"D                                         21.4 lbs
      100-240 VAC, 50-60 Hz


                             Photo Imaging System: 13               Revision C


<PAGE>


                                  Attachment 1
                              PHOTO IMAGING SYSTEM


          WORK STATION MONITOR
          16.15"H x 15.75"W x 17.5"D                                    14.5 lbs
          100-240 VAC, 50-60 Hz

          HITACHI HV-C20 CAMERA (w/o lens)                               3.1 lbs
          4.1"H x 3.9"W x 6.1"D
          12 VDC (10.5-12V) Converter Supplied

          TEKTRONICS PHASER 540 COLOR/BLACK & WHITE LASER PRINTER
          18.0"H x 27.4"W x 19.5"D                                     117.0 lbs
          87-240 VAC, 50-60 Hz

          HEWLETT PACKARD IV LASER PRINTER
          11.7"H x 16.4"W x 15.9"D                                      37.0 lbs
          100-240 VAC, 50-60 Hz

-  PHYSICAL ENVIRONMENT.  As a general rule if the working conditions are
   comfortable for the operators, they will also be suitable for the system
   hardware. The area must be free of dust and debris. The following are
   general recommendations:

   -  TEMPERATURE. Operating: 59 DEG. F to 86 DEG. F, Non-operating: -40 DEG.
      F to 122 DEG. F

   -  TEMPERATURE (RATE OF CHANGE). Operating: 51 DEG. C per hour Max

   -  RELATIVE HUMIDITY. Operating: 20% to 80% (non-condensing)

   -  HARDWARE UL CERTIFICATION.  The equipment installed under this
      procurement is fully UL tested and certified.

   -  ADHERENCE TO FIRE AND ELECTRICAL CODES.  Common fire and electrical
      codes will be observed and adhered to when installing the system.

-  PREVENTATIVE MAINTENANCE.  The primary elements of the ForceField system
   will utilize solid-state technology, and require no routine maintenance
   to continue functioning effectively. The Department has the
   responsibility to maintain equipment in clean condition and manage all
   environmental factors. Specific instructions for performing these
   responsibilities are provided by the trainers during the system
   installation.

-  ENVIRONMENTAL FACTORS.  Attention to the following can help ensure that
   your system will continue to function without difficulty. The most
   important factors in protecting the lifetime of all elements are
   environmental factors (temperature, humidity and cleanliness.)

      -  Keep area around the system free from any materials obstructing air
         flow.

      -  Keep area free from excessive dirt, dust or moisture (within 0-95%
         non-condensing).

      -  Assure and maintain proper A.C. electrical grounding as specified
         with prompt corrections of any unspecified condition.

                             Photo Imaging System:  14               Revision C

<PAGE>

                                  Attachment 1
                              PHOTO IMAGING SYSTEM

      -  Minimize static electric build-up in carpeted areas with use of
         properly grounded static mats and/or application of anti-static spray
         as frequently as required.

      -  Provide A.C. outlets and assure that any other electrical devices
         such as motors, heating apparatus, fluorescent and/or blinking lights
         are not plugged into the same outlet/circuit.

      -  Printing and scanning devices, which include mechanical parts for
         moving the paper or film, will require regular cleaning and care by
         the user to ensure satisfactory results.

2.3.2 CAMERAS

Capture workstations at the booking sites will include a high-resolution,
3-Chip RGB Solid State Video Camera, as well as provide the capability to run
the display applications of the ForceField system. Equality in functions and
processing power of the capture and display workstations allows them to be
virtually interchangeable.

-  3-CHIP RGB SOLID STATE VIDEO CAMERA.  For CAL-PHOTO specification systems,
   the remote controllable Hitachi HV-C20 will be installed. The HV-C20 is a
   3 chip, 700+ line, high quality, RGB camera that has the ability to be
   controlled via RS-232 connection. By utilizing the remote control capability,
   a workstation can automatically adjust the gain, color balance, pedestal
   and iris to pre-defined optimal levels -- ensuring consistency from image to
   image. The system will automatically compensate for skin-tone regardless of
   clothing color.

-  REMOTE CONTROL PAN & TILT.  The camera will be securely mounted on a wall
   or ceiling at a height that will provide limited access to inmates. The
   camera will be equipped with the Vicon Model V3000 APT remote pan & tilt
   mechanism. This wall mounted device can be controlled by a control stick
   located at the workstation. The camera and lens configuration will ensure
   consistent capture of short and tall subjects.

-  AUTOMATIC REMOTE ZOOM.  When capturing scars, marks, or tatoos, and
   stand-up photos, this subsystem will allow the user to change the camera
   focus and aperture settings (zoom in or out) via the operator keyboard.
   After capturing the desired image, the operator can return the camera focus
   and aperture settings to the previously calibrated default setting via the
   operator keyboard.

-  THREE-POINT LIGHTING.  Three-point lighting with 3200-degree Kelvin bulbs
   and a photo-gray backdrop ensure that an optimal 18% gray background are
   provided at each capture site. In addition, a reflective pedestal that
   eliminates undesirable shadowing from beneath the subject's chin is also
   included at each capture location.

-  OTHER INPUT DEVICES.  The Hitachi HV-C20 RGB camera will be attached to a
   copy stand for the input of existing positive or negative images, including
   identifiable photos, fingerprint cards, or other related documents.

-  FREEZE FRAME CAMERAS.  Still video technology will be incorporated at the
   Intelligence Division and the Missing Persons Unit. These capture sites will
   be handled by the Canon RC-570 still video camera. The RC-570 offers
   450-line horizontal TV-lines of resolution in the Hi-Band mode. Automatic
   point, shoot, and play features ensure ease of operation. These digital
   "snap shots" will be taken and saved on a

                             Photo Imaging System:  15                Revision C

<PAGE>

                                  Attachment 1
                              PHOTO IMAGING SYSTEM

  removable 2-inch floppy disk. Each disk has the capacity of 50 images.
  Images can be directly input from the RC-570 through a provided VID I/O
  subsystem. Images can also be recorded, played back, or erased directly on
  the RC-570. No other equipment is necessary. Once transferred, the images
  will be instantly available at all stations on the network. A wireless
  remote is included.

- CAL-PHOTO The camera specified will meet or exceed the CAL-PHOTO standard
  requirement. The following information provides a more technical discussion
  as to how video cameras are rated.

  Unlike text and numerical data that can be entered and then updated at
  will, images must be acquired properly the first time. Recognizing this,
  the California Law Enforcement's Electronic Photographic Imaging System
  Standard (CAL-PHOTO) was created not only to define a format that would aid
  in the inter-agency exchange of images, but would also establish the
  minimum acceptable level of image quality. While most RFQ specifications
  call for compliance with CAL-PHOTO, many vendors are proposing camera and
  lighting systems that neither meet the spirit nor the letter of the
  standard.

  CAL-PHOTO requires, that regardless of all other specifications, the
  resultant captured image must be "...[subjectively] comparable in quality
  to a Polaroid image." In addition the camera itself must be a "solid state,
  CCD-RGB camera with a minimum 500 line resolution." This means that 1) the
  overall quality of the camera, lighting, and image processing systems must
  be able to produce an image that is visually comparable in quality
  (resolution, color fidelity, etc.) to a Polaroid photograph; and 2) that
  the camera have, at a minimum, an RGB resolution of 500 lines.

  Given the current state of technology, these specifications will require
  that the camera be a broadcast quality, 3 CCD camera, whose RGB resolution
  is greater than 500 lines. However most camera manufacturers do not quote
  an RGB resolution in their specification sheets, rather they quote the
  Y-channel (or luminance signal) resolution. Because of the spatial
  offsetting of the CCD elements, the Y-channel resolution will always be
  higher than the camera's RGB resolution. As an example, consider the
  Hitachi HV-C20. Its Y-channel resolution is specified as 700 lines. The
  HV-C20 and combined lighting subsystem exceed all elements of the CAL-PHOTO
  standard.

2.3.3  COLOR PRINTER

The Tektronics Phaser 540 color laser printer will meet all of the printing
needs for the Department at 12 sites (2 each at 4 Borough Warrant Squads, 2
each at the Central Warrant Unit, 1 each at the Joint Fugitive Task Force,
and 1 for the Police Commissioner) for both color and black & white. This
printer offers excellent durability (up to 15,000 pages per month per
printer) and as can be seen from EXHIBIT 2.3.3-1, also meets the
requirements.

                         Photo Imaging System:  16                  Revision C

<PAGE>

                                  Attachment 1
                              PHOTO IMAGING SYSTEM

<TABLE>
<CAPTION>
         ----------------------------------------------------------------
         ITEM                                      COLOR        B & W
         ----------------------------------------------------------------
         <S>                                       <C>         <C>
         Cost Per Page (including all consumables) S.20-.35    S.05 - .15
         ----------------------------------------------------------------
         Print Quality (simultaneous colors)       Continuous          60
                                                     Tone
         ----------------------------------------------------------------
         Resolution                                300 x 300    600 x 600
         ----------------------------------------------------------------
         Throughput                                2 -4 PPM   12 - 14 PPM
         ----------------------------------------------------------------
</TABLE>


EXHIBIT 2.3.3-1: Comparison matrix for Tektronics Phaser 540 color laser
printer in color and black & white modes.

In addition, 10 sites (1 each at the Photo Unit, Missing Persons Unit,
Intelligence Bureau, and 7 at the Detective Bureau) will utilize the
Mitsubishi CP50U dye diffusion thermal printer. The Mitsubishi CP50 provides
a sharp Postscript images with a print resolution of 800x480.

The ForceField system has been designed to support both local printing (with
the printer directly attached to the local workstation) and remote (network)
printing (with the printer attached to some other workstation). For network
printing the output can be directed to a workstation which is either at the
same physical location (via the local network) or it can be directed to a
workstation that is remote (via the wide area network). In this manner many
users can share a single printer. In addition this means that a workstation
remains fully functional even when its local printer is "down". The user
would simply direct the output to any other workstation that has a
functioning printer.

The ForceField product supports a variety of printers from small format
dye-sublimation type printers like the Mitsubishi CP50U to very large laser
printers like the Cannon CLC350 and 550.

As part of the on-site training, all of the steps necessary for adding paper
and replacing toner cartridges will be demonstrated.

2.3.4  BLACK & WHITE PRINTER

The DEClaser 5100 printer will be used for black & white printing. The
DEClaser 5100 has a B&W resolution of 600 x 600 dpi and is rated at 12-14 PPM.

The DEC 5100 is completely HPLJ4 compatible.

The DEClaser 5100 offers a standard 300 x 300 resolution and an optional
600 x 600 and 1200 x 1200 resolution. The DEClaser 5100 configuration for
this contract supports the 600 x 600 resolution.

The DEClaser 5100 is easy to use and maintain.

2.3.5 DISK/OPTICAL STORAGE

2.3.5.1 OPTICAL DISK

An optical disk storage subsystem will be incorporated for backup and
archival purposes. This subsystem is comprised of 2 SONY WDD-600 3.2 GB
optical drives, 1 SONY WDC-610 optical controller, and is managed by a SPARC 5
optical server.

                        Photo Imaging System:  17                    Revision C


<PAGE>

                             ATTACHMENT 1
                         PHOTO IMAGING SYSTEM

12" optical platters have a storage capacity in excess of 3 GB per side.
Assuming 25,000 bytes per image, one side of a platter can store over 100,000
images. With a projected media life of more than 100 years, these Write Once
Read Many (WORM) devices are particularly well suited for an archival
application such as a mugshot system. Additionally, the backup and
restoration times are measured in minutes and not hours.

Programs, Indexes, Description Data Files, System Administration Data Files,
and History File Archiving backups will be handled by a 5.0 GB 8mm device
located at the Central Data Server site. Image files will be handled by large
format Sony WORM (Write Once, Read Many) opticals. These 12-inch optical
platters have a total storage capacity in excess of 6.0 GBytes. Again
assuming about 25,000 bytes per image, one side of a platter can store about
100,000 images.

The system has built-in features for monitoring, measuring, and reporting on
its own performance. These areas would include throughput, workloads,
capacity, utilization, and processing delays. The system monitoring software
allows the System Administrators to monitor system utilization and
performance information through the use of the System Administrator's
console. In the event that additional storage is required, a fail-safe
contingency will allow for continued capture of photo images while additional
storage is being allocated/installed.

2.3.5.2 HIGH-CAPACITY MAGNETIC STORAGE. (CENTRAL DATA SERVER)

A description of the high-capacity magnetic storage devices for on-line
storage of both pedigree and image data is provided in Section 2.2.

2.3.5.3 HIGH-CAPACITY 8MM TAPE BACKUP. (CENTRAL DATA SERVER)

Two 5.0 GB 8mm SCSI devices will provide backup cability for pedigree data
and system software at the Central Data Server Site.

2.3.5.4 WORM OPTICAL DISK ARCHIVE. (CENTRAL DATA SERVER)

An optical disk storage subsystem will be incorporated for backup and
archival purposes. This subsystem is comprised of 2 SONY WDD-600 3.2 GB
optical drives, 1 SONY WDC-610 optical controller, and is managed by a SPARC
5 optical server (see Section 2.3.5.1 for additional details).

2.3.6 BACKUP AND RECOVERY/CONTINGENCY

The Central Data Server site will support RAID copy of all images and
pedigree data, and the optical disk storage subsystem for backup and archival
purposes. Programs, Indexes, Description Data Files, System Administration
Data Files, and History File Archiving backups will be handled by a 5.0 GB
8mm device located at the Central Data Server site. Image files will be
handled by large format WORM (Write Once, Read Many) opticals. These 12-inch
optical platters have a total storage capacity in excess of 6.0 GBytes. Again
assuming about 25,000 bytes per image, one side of a platter can store about
100,000 images.

We suggest a daily backup to tape of the demographic databases, as well as a
backup to optical of the image files. In addition, we suggest maintaining a
minimum of 3 generations

                        Photo Imaging System: 18                  Revision C
<PAGE>

                             ATTACHMENT 1
                         PHOTO IMAGING SYSTEM

of backups to off-site locales. An image backup of 1,000 images will take
less than 5 minutes.

Data can be restored directly from the most current set of optical disk
archives at the Central Site, obviating any need to transfer data online.

The system will remain fully available to all functions while backups are
run. The client server configuration ensures that little or no degradation
should be perceived by the workstations on the system while backups are run
at the Central Subsystem.

When a data restoration process is completed, utilities may be run to
"re-index" and verify the integrity of the system. The system is equipped
with a set of utilities that will be run after a restoration has taken place
to ensure the integrity of the data sync.

2.3.7 CAPTURE/DISPLAY STATION

The Seller will apply advanced techniques, based on the JPEG (Joint
Photography Experts Group) compression standards, to reduce the image storage
and transmission needs. Compression ratios of 10:1 to 15:1 ensure the image
can be reconstructed with no degradation visible to the human eye. It is our
intent to be remain compliant with the ANSI X3L2.8 compression standards.
Given the size of the CAL-PHOTO mug images of 400,000 bytes uncompressed, a
compression ratio of 15:1 may be used to yield a compressed image size of
25,000 bytes.

The ForceField system captures CAL-PHOTO specification mug images of 400,000
bytes uncompressed. Because of the considerable size of these images, they
undergo a CAL-PHOTO compliant JPEG compression and yield a standard
compressed image size of 25,000 bytes. When multiplying 25,000 bytes times
the number of images that could match search criteria during the creation of
a lineup (or when issuing a search with few criteria), the possibility of
significant transmission load over the network between the central file
server and the requesting workstation is great.

To improve response time, the Seller will implement the "Postage Stamp"
approach. This approach will transfer a smaller image (postage stamp) to the
workstation for viewing under witness mode or photo lineup creation. This
creation of a 5K image file effectively reduces image transfer time by a
factor of 5, or 80%. To maintain the highest print quality the ForceField
system will utilize the full-sized stored image at the time of printing. This
sophisticated approach allows the system to send the remaining 4/5 of the
image only when needed, i.e., printing. This will reduce the amount of
network traffic between the ImageBank Central Server and the ImageStation.

The ForceField system will display images in full color with SVGA resolution
on a non-interlaced 15-inch monitor.

The ForceField system will utilize a single display monitor as a view finder
for image capture and as the text and image display device.

The ForceField system incorporates broadcast quality lenses which by nature
do not incorporate automatic focus. Focus is calibrated for optimal sharpness
at the time of installation. The camera has automatic iris control for the
adjustment of brightness and contrast. Optionally, the system does make
provision for the manual adjustment of zoom and focus from the keyboard
though an available remote control subsystem. This feature is

                        Photo Imaging System: 19                  Revision C
<PAGE>

                             ATTACHMENT 1
                         PHOTO IMAGING SYSTEM

used to enable the operator to capture scar, mark, or tattoo information from
a seated position at the capture terminal.

The Hitachi HV-C20 has automatic iris control for the adjustment of
brightness and contrast.

The ForceField system has a menu driven function to import and export images
in TIFF and other formats to facilitate the use by commercial graphics
packages.

Compression/decompression requirements are:

     a.   The system will support a resolution of 1024 x 768 x 16-bit
          resolution.

     b.   The system is compatible with the ANSI X3L2.8 standard.

     c.   Compression utilizing the JPEG standard in less than 10 seconds
          from image capture to image storage (across a LAN)

The workstation will provide multi-tasking capability, allowing workstations
to query the database while other workstations are storing images. This is
enabled by SCO UNIX, a true UNIX multi-tasking operating environment.

Surge protection will be supplied at all workstations. We use the Current
Technology PLUS 15 series of protection. The PLUS 15 is rated at 15 Amps,
50/60Hz Frequency, and has an operating voltage of 120 VAC.

2.3.7.1 CAPTURE/DISPLAY WORKSTATION SPECIFICATIONS

The specifications for the Capture/Display Workstation are provided below:

     a.   International Business Machines, Inc.

     b.   Pentium/75MHz processor manufactured by Intel Corporation.

     c.   12 MB standard main memory, expandable to 64MB. The workstations
          will be configured with 16 MB.

     d.   8 KB internal cache standard.

     e.   Internal 400 MB IDE hard drive.

     f.   External storage devices are provided via the Central Server
          Subsystem (see Sections 2.3.5.3 and 2.3.5.4).

     g.   5 AT expansion slots (including one 32-bit VESA Local Bus), and
          5 bays.

     h.   SCO Open Desktop 3.0, a true UNIX multi-tasking operating system.

     i.   Configured with 1 parallel port and 2 serial (1 DMA serial) ports.

     j.   The ForceField system will utilize the Targa+ board for the
          digitization process. This board is manufactured by Truevision,
          Inc. The

                        Photo Imaging System: 20                  Revision C
<PAGE>

                             ATTACHMENT 1
                         PHOTO IMAGING SYSTEM

          TARGA+ represents an enhancement of the industry standard Targa
          Series and provides over 32,000 colors at 16-bit resolution.

     k.   The ForceField system utilizes software compression that adheres
          to the JPEG standard. The ForceField compression algorithm fully
          complies with CAL-PHOTO specifications and enables the user to
          define the compression ratio.

     l.   15-inch diagonal SVGA monitor, manufactured by Sony Corporation.
          This monitor has a resolution of 1024 x 768 x 16 with a .28 dot
          pitch. The monitor will utilize a display card equipped with the
          workstation.

2.3.8 DISPLAY-ONLY STATION

The SVGA display monitor supports a non-interlaced resolution of 1024 x 768 x
16.

Equality in functions and processing power of the display-only workstation
between the capture/display workstation allow them to be virtually
interchangeable. The primary difference is in the absence of the digitizer
board.

2.3.8.1 DISPLAY-ONLY STATION SPECIFICATIONS:

The specifications for the Display-Only Workstation are provided below:

     a.   International Business Machines, Inc.

     b.   Pentium/75 MHz processor manufactured by Intel Corporation.

     c.   12 MB standard main memory, expandable to 64MB. The workstations
          will be configured with 16 MB.

     d.   8 KB internal cache standard.

     e.   Internal 400 MB IDE hard drive.

     f.   External storage devices are provided via the Central Server
          Subsystem (see Sections 2.3.5.3 and 2.3.5.4).

     g.   5 AT expansion slots (including one 32-bit VESA Local Bus), and
          5 bays.

     h.   SCO Open Desktop 3.0, a true UNIX multi-tasking operating system.

     i.   Configured with 1 parallel port and 2 serial (1 DMA serial) ports.

     j.   The ForceField system utilizes software compression that adheres
          to the JPEG standard. The ForceField compression algorithm fully
          complies with CAL-PHOTO specifications and enables the user to
          define the compression ratio.

                        Photo Imaging System: 21                  Revision C
<PAGE>

                             ATTACHMENT 1
                         PHOTO IMAGING SYSTEM

     k.   15-inch diagonal SVGA monitor, manufactured by SONY Corporation.
          This monitor has a resolution of 1024 x 768 x 16 with a .28 dot
          pitch. The monitor will utilize a display card equipped with the
          workstation.

2.3.9 SCANNING REQUIREMENTS

The system will include the equipment necessary for capturing images from
existing color or black and white photos and negatives.

Image scanning for positive and negative images will be handled by a high
resolution 3-chip video camera mounted on a copy stand equipped with special
lighting for the capture of negative and positive photographic images.


                        Photo Imaging System: 22                  Revision C

<PAGE>

                                 Attachment 1
                             PHOTO IMAGING SYSTEM

2.4  MUGSHOT/LINE-UP PHOTO ARRAY

2.4.1  PHOTO CAPTURE

Listed below are the required common database elements used for the search
criteria (pedigree information) which serves as the linkage between the Photo
Image database and the mainframe On-Line Booking System (OLBS).

     a.   NYCPD Arrest Number (Unique Index)
     b.   Defendant NYSID (New York State identifying number)
     c.   Defendant original NYSID number
     d.   Date and time booked
     e.   Capture facility (system provided)
     f.   Date and time photo taken (system provided)
     g.   Image number (system provided)
     h.   Number of distinguishing images stored (system provided) (limit 20)
     i.   Arresting Officer ID (tax number)
     j.   Defendant name (last, first, middle initial)
     k.   Defendant AKA (up to 6 alias)
     l.   Defendant date of birth
     m.   Defendant place of birth
     n.   Defendant race code
     o.   Defendant sex code
     p.   Defendant height
     q.   Defendant weight
     r.   Defendant eye color
     s.   Defendant eyes
     t.   Defendant hair color
     u.   Defendant hair dyed
     v.   Defendant hair length
     w.   Defendant hair type
     x.   Defendant part bald
     y.   Defendant wig
     z.   Defendant sideburns
     aa.  Defendant mustache
     ab.  Defendant beard
     ac.  Defendant skin complexion
     ad.  Defendant skin tone
     ae.  Defendant facial structure
     af.  Defendant pimpled
     ag.  Defendant pockmarked
     ah.  Defendant ruddy
     ai.  Defendant teeth
     aj.  Defendant ears
     ak.  Defendant freckled
     al.  Defendant glasses
     am.  Defendant hearing aid
     an.  Defendant lefty
     ao.  Defendant limb gone
     ap.  Defendant limp
     aq.  Defendant mark location 1


                           Photo Imaging System: 23                 Revision C

<PAGE>

                                 Attachment 1
                             PHOTO IMAGING SYSTEM

     ar.  Defendant mark location 2
     as.  Defendant mark type 1
     at.  Defendant mark type 2
     au.  Flag to indicate existence of marks, scars or tattoos
     av.  Defendant masked
     aw.  Defendant nose
     ax.  Defendant physical condition
     ay.  Defendant physical description (up to 12 codes)
     az.  Defendant posture
     ba.  Defendant speech
     bb.  Defendant drug tracks
     bc.  Defendant drug used
     bd.  Defendant team member
     be.  Juvenile gang name
     bf.  Juvenile school
     bg.  Weapon used code
     bh.  Defendant firearm type
     bi.  Crime method (M.O. code)
     bj.  Criminal event type
     bk.  Defendant residence precinct
     bl.  Defendant home phone
     bm.  Defendant occupation
     bn.  Charges (up to 6)
     bo.  Arresting Precinct
     bp.  Repeat offender status
     bq.  Accent
     br.  Deformed arm/hand
     bs.  Deformed ears
     bt.  Deformed eyes
     bu.  Deformed nose
     bv.  Deformed teeth
     bw.  Deformity description
     bx.  Muscular
     by.  Eyebrows
     bz.  Odor
     ca.  Line-up Photographable Offense Flag (this flag will be set based
     upon a table lookup of current photographable offenses as determined by
     local, state and federal penal codes)

The System Administrators will not have the ability to create additional data
elements. Typically changes such as these can be quickly handled by our 24
hour/7 day week support center. This will ensure future compatibility with
upgrades provided to our software.

The system will exchange data with OLBS as described in Section 2.1.1 and
will provide the ability to send images to OLBS upon request.

The ForceField system will provide the capability to display photo and
optionally to display identification information side by side on the screen
together with text concerning the subject and the inquiry.


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                             PHOTO IMAGING SYSTEM

2.4.2  MUG SHOT/SUBJECT IDENTIFICATION

2.4.2.1  RELATIONAL DATABASE FEATURES

The ForceField system utilizes SYBASE-TM-, the leading relational database
management system that effectively addresses the demanding requirements of
distributed, on-line applications such as the Department's Photo Imaging
System. SYBASE-TM- handles on-line applications with its advanced
Client/Server Architecture. With this architecture, data management and
transactions functions can be performed independently from client
applications and user interfaces. The result is a dramatic gain in
application development productivity and applications reliability. SYBASE-TM-
clients and servers can be deployed on the different machines, communicating
transparently across a network of workstations. ForceField utilizes SYBASE-TM-
SQL Server that handles all data management and transaction functions,
independent of client applications and user interface functions.

The system software is able to perform searches by booking number and
specified descriptive data. The system has the ability to page forward or
backward through the file from the match starting point. The active
information regarding a particular image can be viewed instantly on the same
screen.

The ForceField system will randomly place the suspect in the development of a
photo line-up. The system will provide for automatic random reordering of the
photos after final selection. Reordering of photos will be prohibited once
the line-up is stored. We can provide the ability to control the placement of
the suspect, however we have found that our randomized placement is a more
accepted approach.

New algorithms within the ForceField system will eliminate many of the
duplications experienced in previous line-up sessions. Only one person from a
particular ID number, or Master Key will be allowed to show during any given
photo line-up session. This will reduce the possibility of a different
appearance of the same person when constructing a photo line-up. Last
Name/DOB Match provides that an image with the same last name and same date
of birth as the suspect will be excluded from the photo line-up session. This
will reduce the possibility of a different appearance of the same person when
constructing a photo line-up.

A feature unique to the system known as Soundex is helpful in retrieving
names that sound alike. For example, the last name Cane can be spelled one of
three ways; Cane, Kane, or Caine. In this case the system has built-in
algorithms which search for similar sounding names. The Soundex character is
"S" and can be placed anywhere in the string of a name field.

In addition, a Wild Card search can be accomplished using any text field such
as the Name field, Case #, or Jacket/Folder. This feature is of value when
the operator has an inaccurate or partial spelling of a person's name or an
incomplete case number. For example, you have the last three digits of a
6-digit long Case number. You would activate the Wild Card search by entering
the "%" key and the numbers 123 in the Case # field. This will retrieve all
records with case numbers ending in 123.

The following features are provided by the ForceField system.

     a.   Full Boolean queries (AND/OR) on all fields


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                             PHOTO IMAGING SYSTEM

     b.   Wild-card searches

     c.   No sealed or non-photographable offense records will be displayed

     d.   Display number of matches (to further sub-define)

     e.   Order matches by number of criteria matched

     f.   Upon option, eliminate and insert 1 to 6 images at a time from a
          set of selected images into the display array

     g.   Upon option, scroll backward and forward among selected images

     h.   Upon option, scroll through all images on file for a suspect

     i.   Upon option, select a specific image from the displayed images and
          the system will display that image and the appropriate attribute data

     j.   Upon option, insertion of voluntary defendant photos into the array

Upon option, the ForceField system will print black and white or color print
of suspect (if not sealed), and print frontal image or frontal and profile
image or distinguishing photo images. The system will identify the requester
of these printed photos for use in the sealing process.

2.4.3  PHOTO LINE-UP

The ForceField system line-up application will return all images and
identifying data of persons whose description matches another person already
entered into the system. The system will allow the user to save, suspend for
later review or disqualify/delete a photo from the line-up list. The final
version of a line-up will be saved for later retrieval. The system will allow
a user to print a line-up with or without associated identifying data. The
system randomly places the suspect in the development of a photo line-up. The
system will provide for automatic random reordering of the photos after final
selection. Reordering of photos will be prohibited once the line-up is
stored. We can provide the ability to control the placement of the suspect,
however we have found that our randomized placement is a more accepted
approach.

The ForceField system will display 6 images at a time when in Photo line-up
mode.

Display suspects in random sequence or in a sequence as defined by the user
allowing suspects to be added or removed from the line-up.

Upon option, capture line-up array for the case history while recording the
photo #s and position # in the case history.

Upon option, display identifying information on a suspect.

Does not allow altering of image.

Under security, print 8.5 x 11 black and white/color copy of the line-up
array and print a 4 x 5 color print of each selected individual displayed in
the finalized line-up array.


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                             PHOTO IMAGING SYSTEM

Upon option, under security, print 2 x 2.5 color prints of each suspect
chosen for the photo line-up array.

Simultaneous display of images and text on a single screen.

Allow for sealing designation and by-pass of sealed photos.

2.4.4  WARRANT DOCUMENT PRINTING

The ForceField system will print 8 1/2 x 11 black and white warrants of
wanted suspects including black and white/color photo image and selected
alphanumeric data. The ability to print pre-defined output formats with and
without a photo will be provided.

The ForceField system will print a 4 x 5 color print of suspect with image
and selected data; upon print 4 x 5 color print with images only (e.g., no
alphanumeric data).

The system optionally has the ability to produce movement identification
utilizing bar codes within prisoner wrist bracelets or ID-cards.

The ForceField system has a menu driven function to import and export images
in TIFF and other formats to facilitate the use by commercial graphics
packages.

2.4.5  USER-DEFINED AUDITING REPORTS

The system will be installed with a set of standard management reports,
indicating usage and access to the system. Further, an advanced 4GL report
writer is part of the system, allowing the Department to modify and develop
new management report formats. The report generator has the ability to store
the ad-hoc search criteria as objects for future re-use.

The ForceField system will automatically record every significant system
transaction and event in a log file on disk and retain on-line for a minimum
of 60 days. The transaction to be recorded will include all system start-ups,
authorization file changes, sign-ons and sign-offs, and images taken. Each
history record will include the date and time of the transaction and the
operator, unit, officer, and event identification as applicable. The
following details our approach:

The Management/Statistical Reporting System consists of four reports allowing
an agency to track ForceField usage and utilization, one transaction file to
audit usage of users and equipment, and an Ad-Hoc Reporting Function. These
reports are designed to help manage the completeness of booking records. Only
active (not sealed) records will be reported from.

-    DAILY RECAP REPORT.  The Daily Recap Report provides basic Booking and
     Folder Information within a selected date range. The Daily Recap report
     will indicate, with Master/Booking Key, the last names of individuals
     booked through the ForceField system. Person names are also displayed.

-    FOLDER/BOOKING:  WITHOUT IMAGE REPORT.  The Folder/Booking: Without Image
     Report displays records with appearances that are missing an image. This
     report will generate a list of Master/Booking keys, with booking
     incidents.


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   - FOLDER/BOOKING: MISSING APPEARANCE INFORMATION REPORT. The
     Folder/Booking: Missing Appearance Information Report displays records
     in Booking where selected appearance fields are missing within a
     selected date range. This report will generate a list of Master/Booking
     keys missing partial (or all) appearance information. The user selects
     which appearance data to check the absence of, and is given the option
     to select the missing appearance data with the operational operators
     and/or.

   - MONTHLY RECAP REPORT. The Monthly Recap Report counts the number of
     Folder, Booking And Images within a selected date range.

   - AUDIT TRANSACTION FILE. The Audit Transaction File creates a file
     containing a file containing system access, date of transaction, user
     performing transaction and the type of transaction that was performed for
     a select date range.

   - AD HOC REPORTING FUNCTION. The Ad Hoc Reporting Function will enable
     trained personnel to create specialized reports using ForceField data
     elements.

     The following fields will be available for ad hoc reports:

     - Number of mug shots taken by a Booking site for a specified period of
       time.

     - Number of lineups by Precinct/Command for a specified period of time.

     - Number of photos printed by Precinct/Command for a specified period of
       time (black and white/color).

     - Number of local misdemeanor or felony warrants printed by a Precinct
       or Borough Warrant Squad for a specified period of time (black and
       white/color).

     - Number of queries and prints by special investigative units for a
       specified period of time.

     - Audit list of police officers or other authorized outside agencies
       showing the ID of requester, NYSID # of the mug shot, number of photos
       printed, command (agency), case #, arrest # and date printed over a
       specified period of time.

     - System administration audit by location, terminal, ID and password for:

               a. List of users, passwords, security level access privileges
               b. List of attempts for possible breaches of security

2.4.6    SECURITY

The file servers will be located in a secure area, physically distant from
the workstations. This significantly reduces the risk of malicious
destruction of hardware and data. Comprehensive software security features
are built into ForceField system, and include password protected log-ons,
session records, and multiple levels of database access.


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                          Photo Imaging System

The ForceField system also has a complete authorization and control subsystem
that enables the System Administrators to restrict a user to only specific
functions. In addition user-ID's can be created with pre-defined expiration
dates so that no explicit action needs to be taken to deactivate user access.
Security is also provided on a database by database basis. That is, a person
granted privileges in one database, is not automatically granted the same
privileges in another database. Futhermore, the software is designed to
prevent accidental or unauthorized destruction of records, by asking for
passwords and confirmation before information is deleted. User authorization
is on a function by function basis, and the System Administrators are
provided utilities to manage user log-ons, password, and function
authorization.

The system requires each operator to "sign on" to the system prior to the
operation of any function of the system. An operator's identity and
authorization code must be verified before he/she can begin a work session.
This process is called CONNECTION and is performed by using the CONNECT
command on the system menu. An operator must have a pre-assigned user name
and password before they can CONNECT. When the session is completed, the
DISCONNECT command is used. In addition, the system will automatically
DISCONNECT a user after a specified inactive time period. The sign-on controls
access to critical system functions, defines the functions to be performed by
each workstation and operator, and provides for "tagging" each transaction in
the history file with the identification of the operator who performed the
transaction.

Access control is implemented on both a machine, operator, and database
basis. An operator control table will list all authorized operators and the
specific functions each individual operator is authorized to perform. The
system will permit an operator at a workstation to perform only those
functions for which both the operator and the workstation are authorized.
Only the System Administrators or supervisory personnel will be able to
access and update the control tables themselves.

The ForceField system will automatically record every significant system
transaction and event in a log file on disk and retain on-line for a minimum
of 60 days. The transactions to be recorded will include all system
start-ups, authorization file changes, sign-ons and sign-offs, and images
taken. Each history record will include the date and time of the transaction
and the operator, unit, officer, and event identification as applicable.

The system will use ID-codes and passwords to restrict access to the
individual for display, update, and image capture (including outside
agencies).

The system can have the capability to allow a user to change his/her
password. For utmost security we suggest that only the System Administrators
or supervisory personnel have the ability to access and update the control
tables.

The system will not permit on-line changes to the NYCPD arrest number.

The system will allow records to be electronically sealed or unsealed only by
the System Administrators manually or via a secured programmatic feed.

Once the record has been sealed, only the System Administrator will have the
capability to retrieve the image(s) associated with that record regardless of
the media type.

The system will allow the System Administrators to make administrative
changes from any imaging workstation.


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                          Photo Imaging System

The system will allow only the Department to control the authorization of
specific personnel via security to view/print, add, change, delete or capture
images and data. Outside agencies can only view photos and data.

As the system has been developed to span a wide geographic area, remote
diagnostic capability of the hardware and software of all components of the
system is standard. The System Administrators are provided the necessary
utilities to monitor and in some cases reconfigure workstations from the
server system console. The remote diagnostic capability is used by the our
technical support personnel in diagnosing problems, as well as in upgrading
software releases and installing new features. To prevent unauthorized remote
access, modem password protection, call back features and port password
protection are all available as part of the system.

2.4.7    ARCHIVING/PURGING IMAGES

The system will purge and transfer onto tape or other storage media archived
photos based upon different historical parameters (not yet defined) and as
defined by the Department's present sealing process.

The system will maintain physical index of records purged and method for
reinstating these items along with appropriate audit trails.



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                          Photo Imaging System

2.5      INTELLIGENCE SUBSYSTEM

The Intelligence Subsystem is designed to be used by the Intelligence
Division for the tracking and identification of known gang members and
organized crime figures. The Intelligence Subsystem will be capable of
additionally retrieving centrally stored electronic mug shot images and
storing them on a separate database with protected access. The Intelligence
Subsystem will provide the ability to extract electronic photo images by
known search criteria and create photo lineups from the resultant searches.
The Intelligence Subsystem Requirements document provides a more detailed
functional description of the Intelligence Subsystem.

The following equipment will be supplied as part of the Intelligence
Subsystem:

         Two (2) video/freeze-frame capture stations (cameras): Canon RC-570
         Still Video Cameras as described in Section 2.3.2.

         Two (2) scanning devices: Hitachi HV-C20 3-chip cameras mounted on a
         Kaiser copy stand described in Section 2.3.9.

         Two (2) capture workstations as described in Section 2.3.7.

         Two (2) display workstations as described in Section 2.3.8.

         Two (2) color printers as described in Section 2.3.3.

         One (1) LAN connection as denoted in Section 2.1.

2.5.1    PHOTOS

The system will have the ability to retrieve existing photos from the
digitized photo image database into the Intelligence subsystem and subsystem
database.

The system will have the ability to scan existing older Mug Shots and
surveillance photos into the database subsystem (see Section 2.3.9).

The system will use a freeze frame video camera to capture photos (see
Section 2.3.2).

Images stored in the ForceField system can be imported into other commercially
available graphics packages for the purposes of photo enhancement. (e.g.,.
Adobe Photoshop-TM- or Aldus Photostyler-TM-).

The system will allow searches by:

           LAST NAME (phonetic or partial)
           TENTATIVE LAST NAME
           SEVERAL LAST NAMES
           CASE NUMBER
           PEDIGREE
           DETAILS for Key Phrases
           INVESTIGATOR
           GANG AFFILIATIONS


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                               Attachment 1
                          Photo Imaging System

         MODUS OPERANDI
         CLOSED CASES by Last Name, Case #, Pedigree
         AD-HOC

The System Administrators will not have the ability to create additional data
elements. Typically changes such as these can be quickly handled by our 24
hour/7 day week support center. This will ensure future compatibility with
upgrades provided to our software.

2.5.2    REPORTS

The system will be installed with a set of standard management reports
indicating usage and access to the system. Further, an advanced 4GL report
writer is part of the system, allowing the Department to modify and develop
new management report formats. The report generator has the ability to store
the ad-hoc search criteria as objects for future reuse.

2.5.3    SEALING/SECURITY

A sealing function is part of the system. In the sealing function, the text
records and images are selectively marked for pointer deletion, preventing
access to the information or image. If a record is to be purged (which is
different than sealing), text information is deleted and all pointers removed
to prevent access to the information or image.

2.5.4    SCANNING OF PHOTOS/NEGATIVES

To eliminate possible conflict of duplicate photo numbers between systems,
scanned photos/negatives will have a unique identifier capable of interacting
with the photo number in the digitized photo image database (incorporating
sealing procedures) and the scanned photo.

Requester information from the UF90 photo request form will be maintained
both for photo images scanned from existing photos and those created with the
photo image capture hardware. This will enable the routing of the digitized
photo to the requester and with be later used for the tracking of scanned
photos for sealing requirements.

2.5.5    SURVEILLANCE PHOTOS

The scanning subsystem is be able to scan photos and negatives that are
extremely old and of poor quality. The scanning subsystem will be equipped
with a remote control unit (RCU) which will allow the operator to adjust
white balance, gain and iris while the scan is taking place (see SECTION
2.3.9).

To eliminate possible conflict of duplicate photo numbers between systems,
scanned photos/negatives will have a unique identifier capable of interacting
with the photo number in the digitized photo image database (incorporating
sealing procedures) and the scanned photo.

2.5.6    CASE PORTFOLIO

Each case will be allowed a unique Case Number that will be assigned by the
Investigator. If a case is closed/archived the case number will not to be
reassigned.


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                              Photo Imaging System

The system will allow for overlapping investigations involving Organized
Crime, Narcotics, Weapons and Terrorists etceteras, within the Intelligence
Unit.

The case portfolio concept will be portable to other Detective Units and
capable of being adapted to each units specialization.

Access control is implemented on both a machine, operator, and database
basis. An operator control table will list all authorized operators and the
specific functions each individual operator is authorized to perform. The
system will permit an operator at a workstation to perform only those
functions for which both the operator and the workstation are authorized.
Only the System Administrators or supervisory personnel will be able to
access and update the control tables themselves.

2.5.7  FUTURE CONSIDERATIONS

The system will provide automatic alert of gang association changes based
upon arrest information (OLBS) in gang affiliations. These hooks will be
available for future programming.


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                                 Attachment 1
                            Intelligence Subsystem

1.   INTRODUCTION

The Intelligence Subsystem of the Photo Imaging System will be a COTS-based
package which supports the retention of electronic photographs/images and
reference data associated with intelligence information which can include
general intelligence, gangs, organized crime, threats, and other intelligence
sources. The Intelligence Subsystem is based on the COTS Photo Imaging
System, ForceField, which runs in a Unix environment.

The Intelligence Subsystem will support the maintenance of the
photographs/images and associated reference data and will provide ad-hoc
search capabilities against the reference data. The Intelligence Subsystem
will not replace current intelligence systems maintained by the Gang Unit,
Organized Crime Unit, or Threat Unit. Instead the Intelligence Subsystem will
act as a "catalogue" of all intelligence information and will retain the
photographs associated with the intelligence information. The different
intelligence units will provide the reference information along with the
photographs to the unit which maintains the Intelligence Subsystem. That unit
will be responsible for scanning the photographs into the system, analyzing
the reference information, and entering that reference information into the
Intelligence Subsystem. The Intelligence Subsystem will interface with the
Photo Imaging System to obtain existing arrest photographs.

The Seller's approach to developing the detailed specifications for the
Intelligence Subsystem will consist of working with the Department's
personnel to further define the following:

     -    the Concept of Operations and procedures necessary to make optimum
          use of the new Intelligence Subsystem.

     -    the security constraints associated with the intelligence data and
          the method for ensuring that these security constraints are met

     -    database fields associated with the reference data

     -    the data validation rules for each of the database fields

     -    the required user screens for adding, modifying, and deleting
          photographs/images and associated reference data, and for initiating
          ad-hoc searches

     -    the query response formats and print formats

The detailed specifications will be developed during the customization
definition phase, documented in the Intelligence Subsystem Customization
Specifications Document, and reviewed during the Customization Specifications
Review. Before starting the customization definition phase, the Seller will
check with the Buyer for any new system direction, asses the impact, and
provide the Buyer with any assessment of the change.

1.1  BACKGROUND

The current operating NYCPD organization and procedures has separated
intelligence gathering into multiple units: General Intelligence, Gangs,
Organized Crime, Threats, Narcotics, and others. Each of these organizational
units are responsible for analyzing and maintaining their intelligence
information. Each organizational unit has their own automated stand-alone
system for analyzing and maintaining the intelligence information related to
their area and there is no automated correlation/interface between the data
maintained by the different organizational units. For example, general
intelligence may have documents referencing an organized crime figure in
their database, while the Organized Crime Unit may have other information
about that same individual, and the


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                                 Attachment 1
                           Intelligence Subsystem

Threat Unit could also have information about that same individual. Law
Enforcement personnel currently must talk to all intelligence units to obtain
all information about the person of interest. In addition, not all of the
systems correlate people, places, and things (vehicles) to their intelligence
information. Having the intelligence information separated into stand-alone
systems makes it difficult and a manually intensive process to correlate
information about people, places, and things (vehicles).

As part of the Seller's requirements analysis, we interviewed three groups of
users, the General Intelligence Unit, the Gang Unit, and the Threat Unit. A
brief description of their procedures and automated systems is provided below:

GENERAL INTELLIGENCE
Various sources of information, such as newspaper articles, field reports,
and investigation notes are submitted to the General Intelligence unit from
different sections of the Department. Intelligence Analysts review the
information and forward approximately 3% of all submitted reports to be
included in the General Intelligence Information system, a stand-alone Dbase
system. Approximately 12,000 pre-existing documents have been added to the
automated system on an annual basis. The intelligence information, in its
various formats, is defined as a "document", and given a unique key, the
accession number. Relevant "people/places" information is extracted from the
"document", along with an abstract and entered into the stand-alone DBase
automated system. This automated system links people and places to the
"document". On a query by person or place, a report is generated pointing to
all documents, via the accession number", that reference that person or
place. The physical "documents" are available for review by authorized
personnel. No copies of these documents are allowed. Documents may be
reviewed at the Intelligence Unit command and notes made.

THREAT UNIT
The Threat Unit handles threats made against police, public/elected
officials, or police and public/city property. (There exists other NYCPD
units to handle different types of threats.) Three information cards are
prepared containing the threat event, threatened person/property, and the
threatener person information. The cards contain raw data in free text
format. The intelligence officer enters the data into the automated system
from the cards. The automated system contains on the order of 200+ fields of
information in the database. The relevant data is extracted as part of the
data entry process. A PSM Number is generated and entered onto the cards.
Pictures of the threatener are filed along with the cards. Bulletins are
prepared and distributed to appropriate personnel.

GANG UNIT
The Gang unit handles gangs and gang member information. Basic gang
information is entered into a gang tracking system written in Smart. This
information includes gang names and profiles, gang member information
including descriptor information and a brief criminal history of the gang
member, and abstract/activity information about the whereabouts and
miscellaneous facts. A new gang tracking system has been developed in FoxPro
and is about to go operational.

1.2  CONCEPT OF OPERATION FOR INTELLIGENCE SUBSYSTEM

The new Intelligence Subsystem will not replace the current systems
maintained by the different intelligence units. Instead it will provide a
central repository for intelligence photographs, reference data about the
intelligence information, and the ability to cross-reference and correlate
the reference data. This will provide the Department with the


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                                 Attachment 1
                           Intelligence Subsystem

capability to integrate and cross-reference all intelligence information. An
authorized analyst can query the system and get pointers to all intelligence
information about a given person, address, or vehicle. The Intelligence
Subsystem will be capable of holding reference data for general intelligence
information ("documents"), gang information, organized crime information, and
threats. The Department's procedures and policies will determine (1) how much
of this capability will be used, (2) what intelligence information will be
referenced in the new system, and (3) what reference data is entered into the
system. The Intelligence Subsystem will implement security rules based on
workstation ID, User ID and database so that the sensitivity and security of
the data is protected.

The new Intelligence Subsystem will be centrally located and will be
maintained by a single NYCPD organizational unit. This unit will be
responsible for entering the reference data and photographs into the
Intelligence Subsystem and querying the system on behalf of other
organizations. It is also possible, at the discretion of the Department, that
the queries can be initiated from other ForceField Display-only workstations.
The security constraints implemented for the Intelligence Subsystem will
allow the Department to protect the data based on User ID, workstation ID,
and database.

Other intelligence units will send the photographs and associated reference
information to the unit maintaining the Intelligence Subsystem. The reference
information will include key information about persons, places
(address/premise), and vehicles associated with that intelligence
information. The analysts at the unit maintaining the Intelligence Subsystem
will scan the photographs, analyze the reference data provided to create the
appropriate links, and enter the photographs, reference data, and links into
the Intelligence Subsystem. Upon request, the central unit personnel will
query the system to obtain a pointer to all intelligence information on a
given person, place, or vehicle. The results of the query can include
hardcopy photographs, a listing of all intelligence reports and corresponding
reference data based on the search criteria, and pointers to the source unit
of the data. If the requesting unit personnel needs more detailed
information, then he/she would contact the original source unit of the
intelligence information (i.e., Gang unit, Threat unit, etc.).

In order to maximize the usefulness of the cross-referencing capability, it
is recommended that indices/reference data to all intelligence information be
channeled through this Intelligence Subsystem. To achieve the integration of
all such reference data into the Intelligence Subsystem, a Common Data Format
for the data input is proposed. This would also provide for inclusion of
other intelligence information from other systems in the future that the
Department may want to have cross-referenced in the Intelligence Subsystem.
The Common Data Format (for electronic submission) and the associated
hardcopy forms (for manual data entry) will be developed jointly with the
Department during the customization definition phase and documented in the
Intel Subsystem Customization Specification document.

2.   HIGH-LEVEL OVERVIEW

EXHIBIT 2-1 illustrates the external interfaces and manual user interfaces
required to support the Intelligence Subsystem. Reference data from different
intelligence sources will be entered into the Intelligence Subsystem and
associated photographs/images will be linked to that reference data.
Electronic photographs from the Photo Imaging System can be downloaded to the
Intelligence Subsystem. Paper photographs from different sources can be
scanned and associated with the intelligence reference data.


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<PAGE>








                                    [GRAPH]








            Exhibit 2-1  High-Level Overview of Intelligence Subsystem

                           Intelligence Subsystem: 4



<PAGE>

                                  Attachment 1
                             INTELLIGENCE SUBSYSTEM


EXHIBIT 2-2 illustrates the logical data relationships between an
intelligence base record and "persons", "locations", and "vehicles" in the
Intelligence Subsystem. A Base Intel Record can be associated with multiple
"Person" records, "Location" records, and "Vehicle" records. A given
"person", "location", or "vehicle" record can be linked to one or more Base
Intel Records. An example of the type of reference data retained for person,
location, and vehicles is provided in EXHIBIT 2-2. There are four different
types of Base Intel Records corresponding to the four sources of intelligence
information: (1) "Document", (2) Gang, (3) Threats, and (4) Organized Crime.
The data contained in the Base Intel Record will vary depending on the type
of intelligence information. Person, location, and vehicle reference data
fields will be the same regardless of what type of Base Intel Record it is
linked to. EXHIBITS 2-3 through 2-6 illustrates how this architecture
supports each of the different types of intelligence data. Note, that a given
Person, Location, or Vehicle record can be associated with all four types of
intelligence information. This cross-referencing of intelligence information
across the different intelligence sources will provide a new capability that
the Department does not currently have.

The specifications for the Intelligence Subsystem has been separated into 8
functional areas:

  -  Base Intel Record File Maintenance
  -  Person File Maintenance
  -  Location File Maintenance
  -  Vehicle File Maintenance
  -  External Interface
  -  Data Validation
  -  Queries
  -  Response and Print Formats

The high-level requirements for each of these functional areas are described
in the following sections of this document. These high-level requirements will
be used as the starting point (i.e., baseline) for the customization
definition phase.

3.   BASE INTEL RECORD FILE MAINTENANCE

The Intelligence Subsystem will support the creation, deletion, and
modification of the Base Intel Record associated with each of the
intelligence's sources. A Base Intel Record can have one or more electronic
photographs and can be linked to multiple person records, location records,
and vehicle records.

There will be four types of Base Intel Records which correspond to the four
different sources of information: (1) General Intelligence, (2) Gangs, (3)
Threats, and (4) Organized Crime.

The fields currently envisioned for the Base Intel Record are as follows:
     Base Intel Record ID (unique key to Base Intel Record)
     Type of Base Intel Record (i.e., General, Gang, Threat, Organized Crime
                                      Family)
     Source Unit's Unique Number (i.e., Accession Number, Gang Name, PSM,
                                      Crime Family Name)
     Date of Entry


                             Intelligence Subsystem: 5             Revision C

<PAGE>











                                     [GRAPH]




            Exhibit 2-2  Logical Relationship - Intelligence Subsystem

                           Intelligence Subsystem: 6


<PAGE>











                                     [GRAPH]




     Exhibit 2-3  Logical Relationship - Intelligence Subsystem: Intelligence
                  Record Management

                           Intelligence Subsystem: 7


<PAGE>











                                     [GRAPH]




 Exhibit 2-4  Logical Relationship - Intelligence Subsystem: Gang Management

                            Intelligence Subsystem: 8



<PAGE>
<TABLE>
<S>                      <C>

                               ------------------
                                 Threat Event 3     Threat Event # (PSM#)
                            ------------------      Date of Entry
                              Threat Event 2        Pointer to info in other system
                         ------------------         Threat Event base data
                           Threat Event 1           0 - many photographs

------------                                                    -------------
  Person 3                                                        Vehicle 3
   ------------                                              -------------
     Person 2                                                  Vehicle 2        Type
      ------------             --------------             -------------         Make
        Person 1                 Location 3                 Vehicle 1           Model, etc.
                            --------------                                      0 - many Photos
NYSID #                       Location 2
Other IDs                --------------
Name, AKAs                 Location 1
DOB
Race/Sex, etc.           Address
0 - many Photos          Premise, etc.
                         0 - many Photos
</TABLE>


A Threat Event can be linked to multiple Persons, Locations, Vehicles
A Person, Vehicle, Location can be linked to multiple Threat Events

 Exhibit 2-5   Logical Relationship - Intelligence Subsystem: Threat Management

                        Intelligence Subsystem: 9

<PAGE>
<TABLE>
<S>                      <C>

                               ------------------
                                 Crime Family 3     Crime Family #
                            ------------------      Date of Entry
                              Crime Family 2        Crime Family base data
                         ------------------         0 - many photographs
                           Crime Family 1

------------                                                    -------------
  Person 3                                                        Vehicle 3
   ------------                                              -------------
     Person 2                                                  Vehicle 2        Type
      ------------             --------------             -------------         Make
        Person 1                 Location 3                 Vehicle 1           Model, etc.
                            --------------                                      0 - many Photos
NYSID #                       Location 2
Other IDs                --------------
Name, AKAs                 Location 1
DOB
Race/Sex, etc.           Address
0 - many Photos          Premise, etc.
                         0 - many Photos
</TABLE>


A "Family" can be linked to multiple Persons, Locations, Vehicles
A Person, Vehicle, Location can be linked to multiple "Family" records

         Exhibit 2-6   Logical Relationship - Intelligence Subsystem:
                        Organized Crime Management

                       Intelligence Subsystem: 10

<PAGE>

                                  Attachment 1
                             Intelligence Subsystem


    Abstract/Activity
    Free-text Notes
    Other source-specific fields (to be defined during customization phase)

4.  Person File Maintenance

The Intelligence Subsystem will support the creation, deletion, and
modification of the basic person data and photograph(s) associated with a
"person". A Person can have one or more electronic photographs and can be
linked to one or more Base Intel Records.

The fields currently envisioned for the Person Data are as follows:
    Person ID (unique key to person record)
    NYSID
    Other IDs
    Name/AKAs
    DOB
    Race
    Sex
    Height
    Weight
    Hair
    Eye
    Scars/marks/tattoos
    Free-text Notes
    Other descriptor fields (to be defined during customization phase)
    Links (links to one or more Base Intel Records)

5.  Location File Maintenance

The Intelligence Subsystem will support the creation, deletion, and
modification of the reference data and photograph(s) associated with a
"location". A location can have one or more electronic photographs and can be
linked to one or more Base Intel Records.

The fields currently envisioned for the Location Data are as follows:
    Location ID (unique key for vehicle record)
    Storefront Name
    Type of Premise
    Address
    Free-text Notes
    Other fields (to be defined during customization phase)
    Links (links to one or more Base Intel Records)

6.  Vehicle File Maintenance

The Intelligence Subsystem will support the creation, deletion, and
modification of the reference data and photograph(s) associated with a
"vehicle". A vehicle can have one or more electronic photographs and can be
linked to one or more Base Intel Records.


                            Intelligence Subsystem: 11                Revision C

<PAGE>

                                  Attachment 1
                             Intelligence Subsystem


The fields currently envisioned for the Vehicle Data are as follows:
     Vehicle ID (unique key for vehicle record)
     Type
     Make
     Model
     Color
     License Plate
     Free-text Notes
     Other fields (to be defined during customization phase)
     Links (links to one or more Base Intel Records)

7.   External Interfaces

External interfaces will exist to the Photo Imaging System and the Sealing
System. The External Interface function will initiate the Data Validation
function (see Section 8) to verify that the data received through the
external interface is valid. Any transaction which does not conform to the
data validation rules will be written to an exception file. Each of these
external interfaces are described in the following subsections.

7.1  Interface to the Photo Imaging System

The interface between the Photo Imaging System and the Intelligence Subsystem
provides for the transfer of arrest mugshots from the Photo Imaging System to
the Intelligence Subsystem. The Seller is responsible for the definition and
implementation of this interface. The transaction protocols and
content/format will be defined in the Interface Control Document (ICD).

7.2  Interface to the Sealing System

The interface between the Sealing System and the Intelligence Subsystem will
provide for (1) the notification of a seal/unseal event from the Sealing
System, and (2) the transfer of UF90 data (photograph dissemination audit
data) from the Intelligence Subsystem to the Sealing System. The Seller is
responsible for participating in the definition of this interface. The
transaction protocols and content/format will be defined in the Interface
Control Document (ICD). The Seller is responsible for implementing the
interface for the Intelligence Subsystem. The Buyer is responsible for
implementing the interface for the Sealing System.

8.   Data Validation

Data validation will be done for both screen inputs and data received over
external interfaces. Data Validation includes validation of a request based
on the user's authorization and field validation of the fields within the
request (i.e., ensure that field values are legal).

9.   Queries

The Intelligence Subsystem will support queries against the descriptor data
associated with the "Person", "Location", and "Vehicle" records. The queries
will return matching people,


                            Intelligence Subsystem: 12                Revision C

<PAGE>

                                  Attachment 1
                             Intelligence Subsystem


locations, and vehicles based on the search criteria. In addition, the
Intelligence Subsystem will provide the capability to query the link
information. For example, a user can request a list of all Base Intel Records
associated with a given person, location, or vehicle.

10.  Response and Print Formats

The Intelligence Subsystem will provide responses (screen or hardcopy) to (1)
the queries against the descriptor data associated with the "Person",
"Location", and "Vehicle" records, and (2) the queries against the link
information. These responses will include the photos of entities matching the
search criteria.

11.  Migration Strategy

The Common Data Format can be used by the Department to upload pre-existing
data into the Intelligence Subsystem. There are no plans for the Seller to
convert the pre-existing data from the various current intelligence systems
for the Intelligence Subsystem.















                            Intelligence Subsystem: 13                Revision C
<PAGE>
                                Attachment 1
                           PHOTO IMAGING SYSTEM

2.6       MISSING PERSONS SUBSYSTEM

The Missing Persons Subsystem will function in a similar manner to the
previously described Intelligence subsystem.  The purpose of this module is
to find Missing Persons and identify Dead On Arrival (DOAs).  The module will
be capable of additionally retrieving centrally stored electronic mug shot
images and storing them on a separate database with protected access.  The
Missing Persons Subsystem Requirements document provides a more detailed
functional description of the Missing Persons Subsystem.

The following equipment will be supplied as part of the Missing Persons
Module:

          One (1) video/freeze-frame capture station (camera) for DOAs: Canon
          RC-570 Still Video Cameras as described in SECTION 2.3.2.

          One (1) scanning device: Hitachi HV-C20 3-chip camera mounted on a
          Kaiser copy stand described in SECTION 2.3.9.

          One (1) capture workstation as described in SECTION 2.3.7.

          One (1) display workstation as described in SECTION 2.3.8.

          One (1) color printer as described in SECTION 2.3.3.

          One (1) LAN connection as denoted in SECTION 2.1.

2.6.1     SEALING/SECURITY

The sealing process is not applicable to this subsystem.

2.6.2     SCANNING OF PHOTOS/NEGATIVES

To eliminate possible conflict of duplicate photo numbers between systems,
scanned photos/negatives will have a unique identifier capable of interacting
with the photo number in the digitized photo image database and the scanned
photo.

Requester information will be maintained both for photo images scanned from
existing photos and those created with the photo image capture hardware.

2.7       WARRANT, DOCUMENT AND PHOTO IMAGE

-  RESIZING OF WARRANT IMAGE.  The Warrant photo images can be enlarged to
   the full printable area of the print media.

-  COMPRESSION TECHNOLOGY.  Advanced techniques, based on the JPEG (Joint
   Photography Experts Group) compression standards, are used to reduce the
   image storage and transmission needs.  Compression ratios of 10:1 to 15:1
   ensure the image can be reconstructed with no degradation visible to the
   human eye.  It is the our intent to be remain compliant with the ANSI X3L2.8
   compression standards.  Given the size of the CAL-PHOTO mug images of
   400,000 bytes uncompressed, a compression ratio of 15:1 may be used to yield
   a compressed image size of 25,000 bytes.

                            Photo Imaging System: 34                Revision C

<PAGE>

                                 Attachment 1
                             PHOTO IMAGING SYSTEM


-  FAMILY COURT AND SUPREME COURT INTEGRATION.  Hooks and documentation will be
   included for future use by the Department's programming personnel for the
   subsequent integration and printing of digitized photo images related to
   Family Court and Supreme Court warrant documents, whenever these courts are
   integrated and interfaced into the system.


                            Photo Imaging System: 35                Revision C

<PAGE>

                                 Attachment 1
                          MISSING PERSONS SUBSYSTEM


1.        INTRODUCTION

The Missing Persons Subsystem of the Photo Imaging System will be a
COTS-based package which supports the retention of electronic photographs and
alpha-numeric data associated with missing persons, unidentified persons
(unidentified DOA and amnesia victims), and body-parts.  The Missing Persons
subsystem is based on the COTS Photo Imaging System, ForceField, which runs
in a Unix environment.

The Missing Persons Subsystem will support the maintenance of the photographs
and associated descriptor data and will provide ad-hoc search capabilities
against the descriptor data retained for missing persons, unidentified
persons (unidentified DOA and Amnesia Victims), and body-parts. The Missing
Persons Subsystem will interface with the existing Missing Persons Case
Management system which is/will be a mainframe-based, CICS, COBOL II, and DB2
application. The DB2 Missing Persons Case Management System will be the
source of the descriptor and case management data and will provide a subset
of that data to the Missing Persons System.

The Seller's approach to developing the detailed specifications will consist
of working with the Buyer to further define the following:

     -  database fields associated with missing persons, unidentified persons,
        and body-parts

     -  the data validation rules for each of the database fields

     -  the required user screens for adding and deleting photographs/images
        and for initiating ad-hoc searches

     -  the query response formats and print formats

     -  the detailed interface specifications between the Missing Persons
        Subsystem and the existing DB2 Missing Persons Case Management System

The detailed specifications will be developed during the customization
definition phase, documented in the Missing Persons Subsystem Customization
Specifications Document, and reviewed during the Customization Specifications
Review.

2.  HIGH-LEVEL OVERVIEW

EXHIBIT 2-1 illustrates the external interfaces and manual user interfaces
required to support the Missing Persons Subsystem. Descriptor data will be
exchanged between the existing DB2 Missing Persons Case Management System and
the Missing Persons Subsystem. Electronic photographs from the Mugshot System
can be downloaded to the Missing Persons Subsystem. Paper photographs from
different sources can be scanned and associated with "missing persons",
"unidentified persons", or "body-parts".

EXHIBIT 2-2 illustrates the logical relationship between "missing persons",
"unidentified persons", and "body-parts" in the Missing Persons Subsystem. A
body-part can be a subset of the whole body (ie.: finger, hand, arm, etc.) or
the whole body. An "unidentified person" will consist of one or more
"body-parts". A "solved case" consists of a link between a "missing person"
entity and/or an "unidentified person" entity. In other words, a "missing
person" was matched with an "unidentified person", or a "missing person" case
was solved without a matching "unidentified person", or an "unidentified
person" case was solved without a matching "missing person".

                         Missing Persons Subsystem: 1                Revision C



<PAGE>


                                   [DIAGRAM]






GOALS
- tie pictures to missing persons, unidentified persons (DOA or Amnesia),
  body-parts
- provide link from a missing person to unidentified person or body-parts
- provide search capability using descriptor information


        EXHIBIT 2-1  High-Level Overview of Missing Persons Subsystem

                         Missing Persons Subsystem: 2




<PAGE>






                                  [DIAGRAM]


An Unidentified Person represents a "Body" without a "name"
    DOA
    Amnesia Victim
    1 to many Body-parts
A Body-part can be a subset of the body or the whole body



      EXHIBIT 2-2  Logical Data Relationship for Missing Persons Subsystem

                         Missing Persons Subsystem: 3





<PAGE>

                                Attachment 1
                          MISSING PERSONS SUBSYSTEM

The specifications for the Missing Persons Subsystem has been separated into
8 functional areas:

     -    Missing Persons File Maintenance
     -    Unidentified Persons File Maintenance
     -    Body-Parts File Maintenance
     -    Case Management File Maintenance
     -    External Interface
     -    Data Validation
     -    Queries
     -    Response and Print Formats

The high-level requirements for each of these functional areas are described
in the following sections of this document. These high-level requirements
will be used as the starting point (i.e., baseline) for the customization
definition phase.

3.        MISSING PERSONS FILE MAINTENANCE

The Missing Persons Subsystem will support the creation, deletion, and
modification of the basic person data associated with a "missing person". A
Missing Person can have one or more electronic photographs. For each
photograph, there can be descriptor data associated with that photograph
("Appearance Data"). The Missing Persons Subsystem will support the creation,
deletion, and modification of the "missing person" photograph(s) and
associated Appearance Data. The data-entry of the Person and Appearance
descriptor data will occur on the DB2 Missing Persons Case Management System.
This data will be downloaded to the Missing Persons System and associated
with the images retained by that system using the Missing Persons Case Number.
The Photo ID's for that missing person will be uploaded to the DB2 Missing
Persons Case Management System.

The fields currently envisioned for the Missing Persons "Person Data" are as
follows:
          Missing Persons Case Number
          Name - last, first, middle, suffix
          Aliases - last, first, middle, suffix
          DOB
          Age
          Race
          Sex
          Origin
          Scars/marks/tattoos
          Other descriptor fields (to be defined during customization phase)

The fields currently envisioned for the Appearance Data (there is one
Appearance Data for each photograph) are as follows:
          Photograph Number
          Descriptor fields (to be defined during customization phase)


                          Missing Persons Subsystem: 4              Revision C

<PAGE>

                                Attachment 1
                          MISSING PERSONS SUBSYSTEM

4.        UNIDENTIFIED PERSONS FILE MAINTENANCE

The Missing Persons Subsystem will support the creation, deletion, and
modification of the basic person data and photographs(s) associated with an
"unidentified person" (unidentified DOA, amnesia victim, or composite person
from one or more body-parts). An Unidentified Person can have one or more
electronic photographs. The data-entry of the Unidentified Person descriptor
data will occur on the DB2 Missing Persons Case Management System. This data
will be downloaded to the Missing Persons System and associated with the
images retained by that system using the Unidentified Persons Case Number.
The Photo ID's for that unidentified person will be uploaded to the DB2
Missing Persons Case Management System.

The fields currently envisioned for the "Unidentified" Person Data are as
follows:
          Unidentified Person Case Number
          DOB
          Age
          Race
          Sex
          Height
          Weight
          Hair
          Eye
          Origin
          Scars/marks/tattoos
          Other descriptor fields (to be defined during customization phase)

5.        BODY-PARTS FILE MAINTENANCE

The Missing Persons Subsystem will support the creation, deletion, and
modification of the descriptor data and photograph(s) associated with a
"body-part".  A body-part can have one or more electronic photographs.  The
data-entry of the body-parts descriptor data will occur on the DB2 Missing
Persons Case Management System.  This data will be downloaded to the Missing
Persons System and associated with the images retained by that system using the
Body-parts Case Number.  The Photo ID's for that body-part will be uploaded
to the DB2 Missing Persons Case Management System.

The fields associated with each type of body-part will vary depending on the
type of body-part.  The fields associated with each type of body-part will be
defined during the requirements definition phase and will be documented in
the Customization Specifications Document.

6.        SOLVED CASES FILE MANAGEMENT

The Missing Persons Subsystem will provide the capability to create an
"Unidentified Person" entity by linking multiple body-parts together and
creating a composite "person" description.  The Missing Persons Subsystem
will provide the capability to create" a "solved case" by (1) linking a
"Missing Person" entity to an "Unidentified Person" entity, (2) marking a
Missing Person Case as solved (without a matching "unidentified person"), or
(3) marking an Unidentified Person Case as solved (without a matching
"missing person").

                          Missing Persons Subsystem: 5              Revision C
<PAGE>

                                Attachment 1
                          MISSING PERSONS SUBSYSTEM


7.        EXTERNAL INTERFACES

External interfaces will exist to the DB2 Missing Persons Case Management
System and the Mugshot System.  The External Interface function will initiate
the Data Validation function (see Section 8) to verify that the data received
through the external interface is valid.  Any transaction which does not
conform to the data validation rules will be written to an exception file.
Each of these external interfaces are described in the following subsections.

7.1       INTERFACE TO DB2 MISSING PERSONS CASE MANAGEMENT SYSTEM

The interface between the DB2 Missing Persons Case Management System and the
Missing Persons System will provide for (1) the transfer of descriptor data
associated with missing persons, unidentified persons, and body-parts from
the DB2 Missing Persons Case Management System to the Missing Persons System;
(2) the transfer of Photo IDs from the Missing Persons System to the DB2
Missing Persons Case Management System, and (3) the transfer of case
resolution information from the DB2 Missing Persons Case Management System to
the Missing Persons System.

The DB2 Missing Persons Case Management System will send the following
transactions to the Missing Persons System.

      -  Missing Person File Maintenance Transaction
      -  Unidentified Person File Maintenance Transaction
      -  Body-parts File Maintenance Transaction
      -  Solved Case File Maintenance Transaction

The Missing Persons System will send the following transactions to the DB2
Missing Persons Case Management System.

      -  Link-Photo-IDs-to-Case Transaction

The Department is responsible for modifying the DB2 Missing Persons Case
Management system to send/receive these transactions.  The transaction
protocol and transaction format/content will be defined in the Interface
Control Document (ICD) which will be jointly developed by the Buyer and the
Seller.

7.2       INTERFACE TO MUGSHOT SYSTEM

The interface between the Mugshot System and the Missing Persons System
provides for the transfer of arrest mugshots from the Mugshot System to the
Missing Persons System.  The Seller is responsible for the definition and
implementation of this interface.  The transaction protocols and
content/format will be defined in the Interface Control Document (ICD).

8.        DATA VALIDATION

Data validation will be done for both screen inputs and data received over
external interfaces.  Data Validation includes validation of a request based
on the user's


                          Missing Persons Subsystem: 6              Revision C
<PAGE>

                                Attachment 1
                          MISSING PERSONS SUBSYSTEM



authorization and field validation of the fields within the request (i.e.,
ensure that field values are legal).

9.        QUERIES

The Missing Persons Subsystem will support queries against the descriptor
data associated with the "Missing Persons", "Unidentified Persons", and
"Body-parts" database.

10.       RESPONSE AND PRINT FORMATS

The Missing Persons Subsystem will provide responses (screen or hardcopy) to
the queries against the descriptor data associated with the "Missing
Persons", "Unidentified Persons", and "Body-parts" database.  These responses
will include the photos of entities matching that query criteria.

11.       MIGRATION STRATEGY

There are no plans to convert pre-existing data for the Missing Persons
Subsystem.  The data and photographs will be entered into the Missing Persons
Subsystem on a day-one-forward basis.


                          Missing Persons Subsystem: 7              Revision C

<PAGE>


                                Attachment 1
                  FEDERAL INTERFACE SUBSYSTEM SPECIFICATIONS


1.        INTRODUCTION

The Federal Interface Subsystem will be a new external interface to the U.S.
Attorney's photo system.  The purpose of the Federal Interface Subsystem is
to exchange electronic photos and related data between the U.S. Attorney's
system and the Department's Photo Imaging System.  The electronic photographs
and related data already stored on the U.S. Attorney's System will be
pre-loaded onto the Department's Photo Imaging System.  Any new NYCPD
bookings will be done on the Department's Photo Imaging System and the
electronic photos and data transmitted to the U.S. Attorney's System.  In
addition, to quickly field this capability, so that the Department can
immediately take advantage of the new technology and continue to exchange
photos and related data with the U.S. Attorney's System, a subset of the
Photo Imaging System capabilities will be deployed early as part of the
Federal Interface Subsystem.

The Contractor will work with the Department to define the needed screens,
print formats, and external interfaces required to support the Federal
Interface Subsystem capabilities.  This includes the following:

      -  database fields associated with the booking data
      -  the data validation rules for each of the database fields
      -  the required user screens for adding, modifying, and deleting
         photographs/images and associated booking data
      -  the required print formats needed to support current procedures
      -  the interface to the OLBS

The Contractor will work with the U.S. Attorney's Office to define the
interface between the Department's Photo Imaging System and the U.S.
Attorney's System.  This includes the following:

      -  sending electronic photographs and related data from NYCPD bookings
         to the U.S. Attorney's system
      -  receiving electronic photographs and related data from federal
         sources from the U.S. Attorney's system
      -  sending sealing notifications to the U.S. Attorney's system

2.       CONCEPT OF OPERATION FOR FEDERAL INTERFACE SUBSYSTEM

The intent of the Federal Interface Subsystem is to start booking NYCPD
arrestees on the Department's new photo imaging system as soon as possible,
and send the electronic photos and related data to the U.S. Attorney's System.

On bringing the arrestee to the booking site, the procedures are as follows:

      -  The arrestee data will be manually entered into the Department's
         On-Line Booking System (OLBS), which will generate the NYCPD Arrest
         Number.

      -  The arrestee will be photographed using the Department's Photo
         Imaging System and booked with the following minimum information:


                         Federal Interface Subsystem: 1             Revision D
<PAGE>


                                Attachment 1
                  FEDERAL INTERFACE SUBSYSTEM SPECIFICATIONS


             - Name
             - NYCPD Arrest Number
             - Minimum Demographic information (TBD)

      -  The Department's Photo Imaging System will print a hardcopy of the
         photo(s) with the NYCPD Arrest Number as a replacement for the
         current photographs which become part of the arrestee's file.

      -  Based on fingerprint verification done as part of the Department's
         standard procedures, a NYSID Number will be generated by DCJS and
         sent to the Department.

      -  Once the NYSID number is available, the Department's Photo Imaging
         System's booking record will then be retrieved using the NYCPD
         Arrest Number, and the NYSID number would be added to the booking
         record.

      -  Based on the NYCPD Arrest Number, the remaining booking data will be
         retrieved from OLBS and added to the Department's Photo Imaging
         System's database.  (Note: if the NYSID number is contained in OLBS,
         then we may not need to do the previous step.)

The Department's Photo Imaging System will send the electronic photo and
related data obtained from booking events to the U.S. Attorney's system.  The
U.S. Attorney's System will send federal photos and related data to the
Department's Photo Imaging System.  This exchange of electronic photos and
related data will occur in a batch mode multiple times in a day.  In
addition, the U.S. Attorney's System will be electronically notified of any
Sealing requests against the Department's Photo Imaging System's database.

3.        HIGH-LEVEL OVERVIEW

EXHIBIT 3-1 illustrates the hardware configuration for the Department's Photo
Imaging System which will be deployed early to support the Federal Interface
Subsystem.  Central Headquarters will have a Sparc 5 with 34 GB RAID, to act
as the central image and data repository.  Capture/Display Stations,
Display-Only Stations, and printers will be deployed to the locations as
shown in Exhibit 3-1.

In support of the Federal Interface Subsystem, a subset of the functional
capabilities of the Department's new Photo Imaging System will be deployed as
soon as possible.  This subset is described in the following sections.

4.       USER INTERFACE

The Department's Photo Imaging System will provide screens for capturing the
photographs, data entering the booking information, requesting hardcopy
outputs, and initiating queries.

                         Federal Interface Subsystem: 2             Revision D
<PAGE>


[Graphic]


             Exhibit 4-3 Federal Interface Subsystem Block Diagram
<PAGE>

                                Attachment 1
                  FEDERAL INTERFACE SUBSYSTEM SPECIFICATIONS


5.       BOOKING FILE MAINTENANCE

The Department's Photo Imaging System will support the creation, deletion,
and modification of the basic person data, the booking data associated with a
"person", the appearance data associated with a booking, and the photographs
associated with an appearance.  A person can have one or more bookings.  A
booking can have one or more appearances.  An appearance can have one or more
types of photographs (front, profile, etc.).

The fields to be retained as the Person Data in the Department's Photo
Imaging System will be determined during the customization definition phase.
Only the minimum number of fields will be data entered into the Department's
Photo Imaging System.  The rest of the fields will be populated via the
interface to OLBS.  The possible fields for the Person Data are as follows:

          Person ID (unique key to person record)
          NYSID
          Other IDs
          Name/AKAs
          DOB
          Race
          Sex
          Scars/marks/tattoos

The fields to be retained as the Booking Data in the Department's Photo
Imaging System will be determined during the customization definition phase.
These fields will be populated via the interface to OLBS.

The fields to be retained as the Appearance Data in the Department's Photo
Imaging System will be determined during the customization phase.  These
fields will be populated via the interface to OLBS where ever possible (i.e.,
OLBS may not retain all of the fields).

6.        DATA VALIDATION

Data validation will be done for the manual data entry.  Data Validation
includes verification of a request based on the user's authorization and
field validation of the fields within the request (i.e., ensure that field
values are legal).

7.        QUERIES

The Department's Photo Imaging System will support, at a minimum, queries
using the ForceField ID, NYSID number, NYCPD Arrest Number, other unique Ids,
and/or name.  In general, the system will allow queries using fields defined
during the customization definition phase.  The queries will return the
matching person(s), booking information, appearance information, and
photographs.

8.        PRINT FORMATS

                         Federal Interface Subsystem: 4             Revision D
<PAGE>

                                Attachment 1
                  FEDERAL INTERFACE SUBSYSTEM SPECIFICATIONS


The Department's Photo Imaging System will provide responses (screen or
hardcopy) to support the current procedures for the booking process which
will be determined during the customization definition phase.

9.        EXTERNAL INTERFACES

9.1       OLBS Interface

Based on the NYCPD Arrest Number, the Department's Photo Imaging System via
the Federal Interface Subsystem will retrieve the Person Data, Booking Data,
and any Appearance Data associated with that Arrest Number from OLBS and load
that data into the Federal Interface Subsystem's database.

9.2       Interface to U.S. Attorney's System

The Department's Photo Imaging System via the Federal Interface Subsystem
will accept batch input of both the data and photographs from the U.S.
Attorney's System for initial population. The exact media and format will be
determined as part of the Customization phase and will be mutually agreeable
to both parties.

The Department's Photo Imaging System via the Federal Interface Subsystem
will send new photos and related data to the U.S. Attorney's System. The
Department's Photo Imaging System via the Federal Interface Subsystem will
accept federal photos and related data from the U.S. Attorney's System. This
exchange of data and photographs will occur periodically in a batch mode.

The Department's Photo Imaging System via the Federal Interface Subsystem
will electronically notify the U.S. Attorney's System of any sealing
requests. Because of the low volume of sealing initiated by the U.S.
Attorney's System, the U.S. Attorney's office will manually notify the
Department of sealing requests. These manual notifications will then be data
entered into the Department's Photo Imaging System by Department personnel.






                     Federal Interface Subsystem: 5                 Revision D

<PAGE>

                                     Attachment 2
                           PROJECT MILESTONES AND SCHEDULE


1.   INTRODUCTION

The purpose of this attachment is to show the project schedule and the target
milestones for this subcontract.  The completion criteria for these milestones
are described in Attachment 7 of this subcontract.  EXHIBIT 1-1 shows the
overall system schedule with the target milestones.  It is separated into three
areas corresponding to the Buyer/Seller milestones associated with (1) the Basic
Photo Imaging Systems, (2) Intelligence Subsystem, and (3) Missing Persons.  The
fourth area represents the NYCPD/Buyer milestones.  The Basic Photo Imaging
System will be incrementally deployed in blocks.  EXHIBIT 1-2 identifies the
composition of each installation block.

Section 2 provides a brief description of each of the milestones for the Photo
Imaging Systems.  Section 3 provides a brief description of each of the
milestones associated with the overall System Integration.

2.   PHOTO IMAGING SYSTEM MILESTONES

CUSTOMIZATION SPECIFICATIONS REVIEW (CSR): A formal review held with the
Buyer after the customization definition phase to verify that the
specifications developed for the Photo Imaging Systems and documented in the
Customization Specifications Document (ie., screen formats, print formats,
database fields, data validation rules, code tables, and functions) meet
NYCPD's requirements, as specified in this subcontract.  A separate CSR will be
held for the following Photo Imaging Systems:

     -    Basic Photo Imaging System
     -    Intelligence Subsystem
     -    Missing Persons Subsystem

CUSTOMIZATION DESIGN REVIEW (CDR): A formal review held with the Buyer after the
customization design phase to verify that the design developed for the Photo
Imaging Systems and documented in the Customization Design Document meets the
requirements as specified in the Customization Specifications Document.  A
separate CDR will be held for the following Photo Imaging Systems:

     -    Basic Photo Imaging System
     -    Intelligence Subsystem
     -    Missing Persons Subsystem

CUSTOMIZATION DEMONSTRATION: A demonstration of the Basic Photo Imaging System
software to the Buyer prior to the pre-RSR tests for the purpose of verifying
that the functionality meets the requirements as specified in the Customization
Design Document.  The Customization Demonstration does not require the final
hardware configuration.  A separate Customization Demonstration will be held for
the following Photo Imaging Systems:

     -    Basic Photo Imaging System

PRE READY-TO-SHIP-REVIEW (PRE-RSR): A rehearsal of the RSR held with the
Buyer at the XImage facilities, after the Customization Demonstration or
implementation phase, in preparation for the RSR.  The purpose is to
demonstrate that the functionality (both hardware and software) provided
meets the specifications as documented in the Customization Specification
Document.  A separate pre-RSR will be held for the following Photo Imaging
Systems:

                Attachment 2 - 1                           Revision D

<PAGE>

<TABLE>
<CAPTION>

                                 1       2        3       4      5       6     7       8       9        10      11
------------------------------------------------------------------------------------------------------------------------
<S>                              <C>     <C>      <C>     <C>    <C>     <C>   <C>     <C>     <C>      <C>     <C>
Intelligence Subsystem                                                                                          CSR
------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------
Missing Persons Subsystem
------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------
Basic Photo Imaging System               FIS
                                         PRSR &
                                         RSR
------------------------------------------------------------------------------------------------------------------------
                                                  FIS
                                                  AT
------------------------------------------------------------------------------------------------------------------------
                                                          CSR
------------------------------------------------------------------------------------------------------------------------
                                                                 CDR
------------------------------------------------------------------------------------------------------------------------
                                                                 BOHW
------------------------------------------------------------------------------------------------------------------------
                                                                        CD
------------------------------------------------------------------------------------------------------------------------
                                                                               B1HW
------------------------------------------------------------------------------------------------------------------------
                                                                               BOPRSR
------------------------------------------------------------------------------------------------------------------------
                                                                                       B2HW
------------------------------------------------------------------------------------------------------------------------
                                                                                       BORSR
------------------------------------------------------------------------------------------------------------------------
                                                                                               B3HW
------------------------------------------------------------------------------------------------------------------------
                                                                                               BOIT
------------------------------------------------------------------------------------------------------------------------
                                                                                               BOAT
------------------------------------------------------------------------------------------------------------------------
                                                                                                        B4HW
------------------------------------------------------------------------------------------------------------------------
                                                                                                        BHT
------------------------------------------------------------------------------------------------------------------------
                                                                                                        BIAT
------------------------------------------------------------------------------------------------------------------------
                                                                                                                B5HW
------------------------------------------------------------------------------------------------------------------------
                                                                                                                B2IT
------------------------------------------------------------------------------------------------------------------------
                                                                                                                B2AT
------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------
NYCPD < - > SAIC Milestones              FIS      FIS                          Basic   Basic   Basic    Basic
                                         Funct.   Block   Basic                Funct.   BO      B1       B2
                                         Accept.  Accept. CSR                  Accept. Accept. Accept.  Accept.
------------------------------------------------------------------------------------------------------------------------
                                                                                                        Intel
                                                                                                        CSR
------------------------------------------------------------------------------------------------------------------------
CSR -- Customization Specification Review   CDR -- Customization Design Review
OSST -- On-Site System Test                 Fis -- Federal Interface Subsystem
PRSR -- pre-Ready-to-Ship Review            RSR -- Ready-to-Ship Review
xxAT -- xxxxx Acceptance Test               CD -- Customization Demonstration
                                           xxIT -- xxxxx Installation Test

                 Exhibit 1-1 XImage Milestones and Schedule
                                                                     Revision D

<CAPTION>


                                 12      13       14      15     16      17    18      19      20       21      22
---------------------------------------------------------------------------------------------------------------------
<S>                              <C>     <C>      <C>     <C>    <C>     <C>   <C>     <C>     <C>      <C>     <C>
Intelligence Subsystem
---------------------------------------------------------------------------------------------------------------------
                                 CDR
---------------------------------------------------------------------------------------------------------------------
                                                        PRSR
---------------------------------------------------------------------------------------------------------------------
                                                                RSR
---------------------------------------------------------------------------------------------------------------------
                                                                         AT
---------------------------------------------------------------------------------------------------------------------
Missing Persons Subsystem                CSR
---------------------------------------------------------------------------------------------------------------------
                                                CDR
---------------------------------------------------------------------------------------------------------------------
                                                                        PRSR
---------------------------------------------------------------------------------------------------------------------
                                                                                RSR
---------------------------------------------------------------------------------------------------------------------
                                                                                        AT
---------------------------------------------------------------------------------------------------------------------
Basic Photo Imaging System
---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------
                                 B6HW
---------------------------------------------------------------------------------------------------------------------
                                 B3AT
---------------------------------------------------------------------------------------------------------------------
                                         B7HW
---------------------------------------------------------------------------------------------------------------------
                                         B4AT
---------------------------------------------------------------------------------------------------------------------
                                                B8HW
---------------------------------------------------------------------------------------------------------------------
                                                B5AT
---------------------------------------------------------------------------------------------------------------------
                                                        B6AT
---------------------------------------------------------------------------------------------------------------------
                                                                B7AT
---------------------------------------------------------------------------------------------------------------------
                                                                        B8AT
---------------------------------------------------------------------------------------------------------------------
                                                                                        OSST
---------------------------------------------------------------------------------------------------------------------
                                                                        Basic                  Start         End
NYCPD < - > SAIC Milestones      Basic   Basic   Basic   Basic   Basic   B8&                    Final         Final
                                 B-3     B4      B5      B6      B7      Module                 System        System
                                 Accept. Accept. Accept. Accept. Accept. Accept.                Accept.       Accept.
---------------------------------------------------------------------------------------------------------------------
                                                                Intel   Intel
                                                                Funct.  Module
                                                                Accept. Accept.
---------------------------------------------------------------------------------------------------------------------
                                         Missing                               Missing Missing
                                         Persons                               Funct.  Module
                                         CSR                                   Accept. Accept.
---------------------------------------------------------------------------------------------------------------------
</TABLE>

CSR -- Customization Specification Review    CDR -- Customization Design Review
CD -- Customization Demonstration            OSST -- On-Site System Test
FIS -- Federal Interface Subsystem           PRSR -- pre-Ready-to-Ship Review
RSR -- Ready-to-Ship Review                  xxIT -- xxxxx Installation Test
xxAT -- xxxxx Acceptance Test

                      Exhibit 1-1  XImage Milestones and Schedule    Revision D

<PAGE>
<TABLE>
<CAPTION>

                      TOTAL  ECPS  BLOCK 0  BLOCK 1  BLOCK 2  BLOCK 3  BLOCK 4  BLOCK 5  BLOCK 6  BLOCK 7  BLOCK 8
                       QTY    QTY    QTY      QTY      QTY      QTY      QTY      QTY      QTY      QTY      QTY
-------------------------------------------------------------------------------------------------------------------------
<S>                   <C>    <C>   <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>        <C>
VIDEO CAMERA          11     11                                                                                       11
CAPTURE               12     11                      1                                                                12
DISPLAY               91     14             8        8        12       12       12       12       12       1          91
SCANNER                1                             1                                                                 1
COLOR PRINTER         12      6             1        2         2        1                                             12
SM. DYE-SUB PRINTER    8                             1         7                                                       8
B&W PRINTER           76     14             7        7         3       10       10       12       12       1          76
Sparc 20 Server        2            2                                                                                  2
IMAGE STORAGE          2            2                                                                                  2
BACKUP                 1            1                                                                                  1
FIS Sparc5 Server      1      1                                                                                        1
IMAGING SW             1      1                                                                                        1
24X7 MAINT             1      1                                                                                        1
DOCUMENTATION          1      1                                                                                        1
                                            7 Pre    7 Pre    3 Pre    10 Pre   10 Pre   12 Pre   12 Pre   15 Pre
                                            1 CMSN   1 Photo  7 Det     1 Fug
                                                     1 BW     2 CWU     1 BW     2 BW


Redeploy                                                                2 Tek    4 Tek                      6 B&W
                                                                                                            6 Display
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

Exhibit 1-2 Configuration of each Installation Block of the Basic Photo Imaging
System
                                                                    Revision C
<PAGE>

                                  Attachment 2
                        PROJECT MILESTONES AND SCHEDULE


         -  Federal Interface Subsystem
         -  Basic Photo Imaging System
         -  Intelligence Subsystem
         -  Missing Persons Subsystem

READY-TO-SHIP-REVIEW (RSR) - FUNCTIONAL ACCEPTANCE: A formal review held with
the Buyer and NYCPD at the XImage facilities, after the implementation phase,
to test the functionality of the Photo Imaging Systems (i.e., screens,
database, print formats, and functions) before deployment to the NYCPD's
facilities. The purpose of this acceptance testing is to demonstrate that the
functionality provided (both hardware and software) meets the specifications
as documented in the Customization Specification Document. Deployment will
begin after receipt of written notification from the NYCPD of successful
completion of the Functional Acceptance testing. A separate RSR-Functional
Acceptance will be held for the following Photo Imaging Systems:

         -  Federal Interface Subsystem
         -  Basic Photo Imaging System
         -  Intelligence Subsystem
         -  Missing Persons Subsystem

BLOCK-INSTALLATION TESTING: Installation testing of each block conducted
with the Buyer after the block is installed in NYCPD's facilities. The
purpose of this testing is to ensure that the hardware and software
configuration is compliant with the specifications in Schedule C and that all
components for that block are installed and operational.

BLOCK ACCEPTANCE: Acceptance testing of each block conducted with the Buyer
and NYCPD after the block is installed in NYCPD's facilities. A subset of the
Functional Tests will be conducted against the block to prove that the block
was correctly installed, configured, and operational. The number of blocks
for the each of the Photo Imaging Systems is identified below and the
composition of each of the Basic Photo Imaging System blocks are identified
in Exhibit 1-2.

         -  Federal Interface Subsystem -         1 block
         -  Basic Photo Imaging System -          9 blocks
         -  Intelligence Subsystem -              1 block
         -  Missing Persons Subsystem -           1 block

MODULE ACCEPTANCE: Performance and availability acceptance testing of each
module conducted with the Buyer and NYCPD after all blocks for a module are
deployed. The purpose of this acceptance testing is to demonstrate that the
performance and availability requirements for each module, as defined in
Attachment 5 of this contract, are met. A separate Module Acceptance test
will be held for the following Photo Imaging Systems:

         -  Basic Photo Imaging System
         -  Intelligence Subsystem
         -  Missing Persons Subsystem


                                Attachment 2-4              Revision D

<PAGE>

                                  Attachment 2
                        PROJECT MILESTONES AND SCHEDULE


3.  SYSTEM INTEGRATION MILESTONES

The overall system integration testing will begin after installation and
acceptance of all of the Photo Imaging System is complete and after the
integration and testing of the Automated DB2 System is complete. The system
integration testing consists of the On-Site System Test and Final System
Acceptance Testing. The Seller is not responsible for conducting these tests
but is responsible for participating in and supporting the overall system
integration testing efforts.

ON-SITE SYSTEM TEST: Informal testing by the Buyer of the integrated system
after module acceptance of all Photo Imaging Systems are complete and after
the installation of the Automated DB2 System software is complete. The
purpose of this testing is to verify that the system performs as expected
prior to start of Final System Acceptance. The On-Site System Test is the
time allocated for the Buyer and Seller to conduct its own testing to verify
that the integrated system is ready for Final System Acceptance.

START FINAL SYSTEM ACCEPTANCE: formal system acceptance testing held with the
NYCPD after On-Site System Test is complete. During the Final System
Acceptance testing the following acceptance tests will be performed:

         - FUNCTIONAL ACCEPTANCE OF AUTOMATED DB2 SYSTEMS - formal acceptance
           testing of the Automated DB2 Systems to verify that the
           functionality provided (i.e., screens, database, print formats,
           and functions) meets the specifications as documented in the
           Software Requirement Specification document.

         -  PERFORMANCE ACCEPTANCE OF AUTOMATED DB2 SYSTEMS - performance and
            availability acceptance testing of the Automated DB2 Systems
            after completion of the Automated DB2 Systems Functional
            Acceptance tests. The purpose of this acceptance testing is to
            demonstrate that the performance and availability requirements
            for the Automated DB2 Systems, as defined in Attachment 5 of this
            contract, are met

         -  FINAL SYSTEM INTEGRATION ACCEPTANCE - system integration tests
            conducted to demonstrate and validate that all components are
            integrated and that all interfaces to external systems are
            functional and meet the interface specifications as documented in
            the Interface Control Document.

END FINAL SYSTEM ACCEPTANCE: successful completion of the Final System
Acceptance testing. After Final System Acceptance is successfully completed,
the Warrant/Want/WOLF database will be converted to the new format for the
last time, and the new Automated DB2 Systems will go operational. (Note: that
the Photo Imaging Systems became operational in Block increments after
successful completion of each Block Acceptance test.)


                            Attachment 2-5                 Revision D

<PAGE>

                                  Attachment 3
                         CONTRACT DATA REQUIREMENTS LIST


1    CONTRACT DATA REQUIREMENTS LIST

EXHIBIT 1-1 lists the deliverable items for this subcontract along with the
submission time-frame, estimated number of pages, the number of copies to be
provided, and a pointer to the Statement of Work which discusses the
deliverable. The Seller shall provide the data items identified in EXHIBIT 1-1
in the Seller's format within the time frame shown in EXHIBIT 1-1. Some
of the data items are considered "living documents" and are identified as
such in EXHIBIT 1-1. The Seller shall provide updates to the "living
documents" at each formal engineering review following the initial submission
and a final "as-built" document at start of Final System Acceptance testing.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                                              First Due   Review   Living   Approx    # of       SOW
                                                                 Date                Doc.    Pages   Copies      Ref.
----------------------------------------------------------------------------------------------------------------------
PHOTO IMAGING SYSTEMS DELIVERABLE DOCUMENTS
----------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>         <C>      <C>      <C>      <C>         <C>
Basic Customization Specifications                               2 WPR     CSR                 75       3        3.1.7
----------------------------------------------------------------------------------------------------------------------
Basic Customization Design Document                              2 WPR     CDR         X       100      3        3.1.7
----------------------------------------------------------------------------------------------------------------------
Intel Subsystem Customization Specifications                     2 WPR     CSR                 75       3        3.1.7
----------------------------------------------------------------------------------------------------------------------
Intel Subsystem Customization Design Document                    2 WPR     CDR                 100      3        3.1.7
----------------------------------------------------------------------------------------------------------------------
Missing Persons Subsystem Customization Specifications           2 WPR     CSR                 75       3        3.1.7
----------------------------------------------------------------------------------------------------------------------
Missing Persons Subsystem Customization Design Document          2 WPR     CDR         X       100      3        3.1.7
----------------------------------------------------------------------------------------------------------------------
System Administration Manual                                     1 MPA                         100   1 per SA    3.8
----------------------------------------------------------------------------------------------------------------------
User's Manual                                                    1 MPA                         100   1 per WS    3.8
----------------------------------------------------------------------------------------------------------------------
Utilities Guide                                                  1 MPA                         100   1 per SA    3.8
----------------------------------------------------------------------------------------------------------------------
Support Reference Card                                           1 MPA                          1    1 per WS    3.8
----------------------------------------------------------------------------------------------------------------------
Training Material                                                1 MPT                         50    1 per TP    3.7
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
SYSTEM ENGINEERING DELIVERABLE DOCUMENTS
----------------------------------------------------------------------------------------------------------------------
Interface Control Document (support only)                        3 WPR     CSR         X       30        3       3.2
----------------------------------------------------------------------------------------------------------------------
Implementation Plan                                              3 MAC                         50        3       3.6
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
PROGRAM REVIEW DELIVERABLE ITEMS
----------------------------------------------------------------------------------------------------------------------
Project Status Report                                           monthly                         2        1       3.1.0
----------------------------------------------------------------------------------------------------------------------
Risk Management Report                                          monthly                         2        1       3.1.4
----------------------------------------------------------------------------------------------------------------------
Program Management Review Minutes                                1 WAR                          3        1       3.1.1
----------------------------------------------------------------------------------------------------------------------
Program Engineering Review Minutes                               1 WAR     all                  4        1       3.1.7
----------------------------------------------------------------------------------------------------------------------
CI Change Report                                                monthly                         2        1       3.1.3
----------------------------------------------------------------------------------------------------------------------
Plan of Correction                                                 WAA     all                  2        1       3.6
----------------------------------------------------------------------------------------------------------------------
WPR = Weeks Prior to Review                  WAR = Weeks after Review            MAC = Months After Contract Execution
MPA = Months Prior to Acceptance (Block 1)   MPT = Months Prior to Training      WAA = Weeks After Acceptance Tests
TP = Trained Persons                         WS = Workstation                    SA = System Administrator
</TABLE>

                       EXHIBIT 1-1 DELIVERABLE DATA ITEMS

The document review cycle (one draft and one final submission) and completion
criteria is described in Attachment 7 of this subcontract. A brief
description of each of the deliverable items is provided in the following
sections.

2.   PHOTO IMAGING SYSTEMS DELIVERABLE DOCUMENTS

A brief description of each of the deliverable documents for the Photo
Imaging Systems is provided below. The documentation provided for the Photo
Imaging Systems is based on the


                                  Attachment 3-1            Revision C


<PAGE>

                               Attachment 3
                      CONTRACT DATA REQUIREMENTS LIST


standard documentation set provided with the ForceField COTS system which
will be customized to reflect the NYCPD-specific installation.

The CUSTOMIZATION SPECIFICATIONS shall consist of draft screen layouts, print
formats, operator procedures, code table definitions, validation rules,
NYCPD-specific database fields, specifications for any other NYCPD-specific
customization, and acceptance test procedures. There will be one
Customization Specification document for each of the Photo Imaging Systems:
(1) Basic Photo Imaging System, (2) Intelligence Subsystem, and (3) Missing
Persons Subsystem.

The CUSTOMIZATION DESIGN DOCUMENT shall consist of the high-level software
architecture, a description of each of the high-level software components,
the interfaces between those components, and the physical database design of
the Photo Imaging Systems. There will be one Customization Design document
for each of the Photo Imaging Systems: (1) Basic Photo Imaging System, (2)
Intelligence Subsystem, and (3) Missing Persons Subsystem.

The SYSTEM ADMINISTRATION MANUAL shall be designed as a reference manual for
NYCPD's designated System Administrators and shall include the procedures for
management of all of the Photo Imaging System's resources, both hardware and
software. This document provides the System Administrator with the specific
concepts and procedures necessary to manage daily operations including
answering operational questions, local trouble-shooting, database backup and
recovery, monitoring database integrity, system audits, and defining and
executing special management reports.

The USER'S MANUAL shall be designed as a reference manual for NYCPD's
end-users of the Photo Imaging Systems and shall include instructions and
operational procedures for capture, retrieval, and printing of images and
booking information.

The UTILITIES GUIDE shall describe the utilities provided with the system and
how and when to use these utilities.

The SUPPORT REFERENCE CARD shall be designed as a quick 2-sided reference
guide to be used in the event of Photo Imaging System problems and shall
include common problems and resolutions, along with the names and phone number
of the NYCPD's System Administrators.

The TRAINING MATERIAL shall consist of formal briefing charts to be used
during the User's Training classes and System Administrator's Training
classes. The User's Training Material shall provide instructions on the use
of and operational procedures for the capture, retrieval, and printing
functions of the Photo Imaging System. The System Administrator's Training
Material shall provide instructions on the concepts and procedures necessary
to manage the daily operations including answering operational questions,
local trouble-shooting, database backup and recovery, monitoring database
integrity, system audits, and defining and executing special management
reports.

3.   SYSTEM ENGINEERING DELIVERABLE DOCUMENTS

A brief description of each of the deliverable documents associated with the
overall system engineering, integration, and installation is provided below.

The INTERFACE CONTROL DOCUMENT, which will be developed jointly by the Buyer
and Seller, shall define the interfaces between external systems and the
Automated DB2 Warrant and Digitized Photo Imaging System. The interface
definitions will include a description of the application-to-application
transaction protocol and the contents of each transaction message.



                              Attachment 3-2                        Revision C
<PAGE>

                              Attachment 3
                     CONTRACT DATA REQUIREMENTS LIST


The IMPLEMENTATION PLAN shall provide a schedule for the site installations,
describe the required site preparations, and highlight any inadequacies in
the current facilities that need to be corrected prior to installation.

4.   PROGRAM REVIEW DELIVERABLE DATA ITEMS

A brief description of each of the deliverable data items associated with the
overall program management and review is provided below.

The Monthly PROJECT STATUS REPORTS shall include status of work against
target schedule, installations completed or in progress during the reporting
period, work and installations planned for the next month, and problem
identification and planned resolution.

PROGRAM MANAGEMENT REVIEW MINUTES shall provide a summary of the results of
the Quarterly Program Management Reviews.

PROGRAM ENGINEERING REVIEW MINUTES shall provide a summary of the results of
the Formal Engineering Reviews including issues identified during the review
and agreed-upon action items.

The CI CHANGE REPORT shall list all authorized changes against the baseline
system and all "bug" fixes implemented during that reporting period.

The PLAN OF CORRECTION shall identify all deficiencies found during
acceptance testing, a planned correction date, and assigned person.



                              Attachment 3-3                        Revision C
<PAGE>

                              Attachment 4


                            PAYMENT SCHEDULE
<TABLE>
<CAPTION>
             <S>                                        <C>
             Basic Subcontract Agreement Value:         $2,389,500
             Withhold Value (Pending Acceptance):        -$500,000
                                                         ---------
             Available Funds For Distribution:          $1,889,500

             Payment 01 ......... ......... .........     $250,000
             Payment 02 ......... ......... .........     $125,000
             Payment 03 ......... ......... .........     $250,000
             Payment 04 ......... ......... .........     $125,000
             Payment 05 ......... ......... .........     $250,000
             Payment 06 ......... ......... .........     $125,000
             Payment 07 ......... ......... .........     $125,000
             Payment 08 ......... ......... .........     $100,000
             Payment 09 ......... ......... .........     $100,000
             Payment 10 ......... ......... .........     $100,000
             Payment 11 ......... ......... .........     $100,000
             Payment 12 ......... ......... .........     $100,000
             Payment 13 ......... ......... .........     $100,000
             Payment 14 ......... ......... .........      $39,500
</TABLE>




                                Page 1
<PAGE>

                              Attachment 5
                 TECHNICAL AND PERFORMANCE REQUIREMENTS

1.     INTRODUCTION

This attachment provides the performance requirements for the Automated DB2
Warrant and Integrated Digitized Photo Imaging System. The performance
requirements include the workload requirements, response-time requirements,
storage requirements, and availability requirements. EXHIBIT 1-1 summarizes
the overall system workload and system parameters as specified in the
Automated DB2 Warrant and Integrated Digitized Photo Imaging System RFP.

2.     PERFORMANCE REQUIREMENTS FOR PHOTO IMAGING SYSTEM

This section provides the performance requirements for the Photo Imaging
System, including the workload requirements, response-time requirements,
storage requirements, and availability requirements.

2.1    Workload/Response-Time/Storage Capacity Requirements

The expected workload and total number of photos stored for three years for
each borough is shown in EXHIBIT 1-1 and is based on the number of arrests
per borough per year, the percentages of felony and DAT arrests at that
borough, and the average number of photos taken for each felony and DAT
arrest. It is anticipated that DAT arrests will require three (3) photos. It
is anticipated that non-DAT arrests will require five (5). A three (3) year
on-line retention capacity before archiving on off-line storage is the
minimum. This is based upon the present 3 year rotating retention period
presently in use in the borough CATCH Units.

2.1.1  Storage Requirements

The Photo Imaging System shall provide on-line storage and an on-line mirror
copy (or functional equivalent) for 3 years of bookings/arrests based on the
workload. The Photo Imaging System shall support the addition of photos and
booking/arrest data and provide adequate storage for 3-years of photos and
booking/arrest data based on the workload shown in EXHIBIT 1-1. The Photo
Imaging System shall archive the photo after three years on off-line mass
storage devices.

The Photo Imaging System shall support a trigger-level methodology to
institute an orderly documented procedure for increasing storage capacity
without "shutting-down" the system. The Photo Imaging System shall allow for
continued capture of photo images while additional storage is being
allocated/installed.

2.1.2  Workload Requirements

The Photo Imaging System shall support a peak booking/arrest rate of 55
bookings/arrests per hour at the Central Manhattan Booking site (excluding
operator think time and data-entry time) using the workload mix of felony and
DAT arrests and average number of photos per felony and DAT booking/arrest
shown in EXHIBIT 1-1. The SAIC Team recommends three CaptureStations at the
Manhattan booking site to meet both the peak workload (55 booking/arrests per
hour) and availability requirements. The other central booking sites require
2 CaptureStations per site to meet availability requirements. If it is not
possible to place the recommended number of capture stations at each central
booking site because of space constraints or any other factors outside the
control of the SAIC Team, then the peak workload requirement and/or
availability requirements shall be prorated appropriately.


                              Attachment 5-1                        Revision C
<PAGE>

                                 ATTACHMENT 5
                    TECHNICAL AND PERFORMANCE REQUIREMENTS

                          BASIC PHOTO IMAGING SYSTEM

<TABLE>
<CAPTION>

                           Estimated # Of Arrests                    Estimated # Of Images

                  Yearly      3 Years of       % non-DAT          Felony       DAT        Total
                  Arrests       Arrests      Photographable       (3 yrs)     (3 yr)      (3 yr)
<S>               <C>         <C>            <C>                  <C>         <C>        <C>
Bronx              58,400       175,200            63%             110,376     64,824      746,352
Brooklyn           80,500       241,500            61%             147,315     94,185    1,019,130
Manhattan         122,500       367,500            40%             147,000    220,500    1,396,500
Queens             45,200       135,600            57%              77,292     58,308      561,384
Staten Island       8,900        26,700            45%              12,015     14,685      104,130

TOTAL             315,500       946,500                            493,998    452,502    3,827,496

                                                                          1-yr=          1,275,832
</TABLE>

Felony = 5 photos per arrest (frontal, profile, and 3 photos of distinguishing
         characteristics)

DAT = 3 photos per arrest (frontal, profile, and 1 distinguishing
      characteristic)

                                   SEALINGS
<TABLE>
<CAPTION>

             Arrest Photos                         Returned Sealing
             Per Year                              Requests Per Year
             --------                              -----------------
             <S>                                   <C>
                63,000                                  360,000
</TABLE>


                  CATCH REQUESTS PER BOROUGH (*FELONIES ONLY)
<TABLE>
<CAPTION>

Ave. Cases Viewed     Ave. Viewers     Ave. Storage         % of
    Per Year            Per Year       Capacity/Boro     All Arrests
    --------            --------       -------------     -----------
    <S>               <C>              <C>               <C>
     1,000               1,300            140,000            64%
</TABLE>


                          MISSING PERSONS SUB-SYSTEM
<TABLE>
<CAPTION>

New Cases Per Year    Cases Closed/Yr    Cases Open Any Time    Total Case Load
------------------    ---------------    -------------------    ---------------
  <S>                      <C>                 <C>                   <C>
  10,000-15,000            27,000              5,000                 35,000
</TABLE>


                            INTELLIGENCE SUB-SYSTEM
<TABLE>
<CAPTION>

   Approx. Surveillance             Ave. # Photos             Initial Scanned
          Groups                      Per Group                    Photos
          ------                      ---------                    ------
           <S>                          <C>                       <C>
           400                           100                       40,000
</TABLE>

EXHIBIT 1-1 Automated DB2 Warrant and Integrated Digitized Photo Imaging
            System Sizing Parameters


                               Attachment 5 - 2                    Revision C


<PAGE>


                                 ATTACHMENT 5
                    TECHNICAL AND PERFORMANCE REQUIREMENTS


The Photo Imaging System shall support a peak rate of 3 line-up/witness-mode
searches per hour per precinct with an average of 45 images retrieved and
displayed per search (excluding operator think time and data-entry time). The
Photo Imaging System shall support a peak retrieval rate of an additional 100
images per hour per precinct (excluding operator think time and data-entry
time).

2.1.3   Response-time Requirements

Under the peak workload specified in 2.1.2, the Photo Imaging System shall
display the first set of 6 postage-stamp images from a line-up/witness-mode
search within 30 seconds 50% of the time and within 45 seconds 98% of the
time when the workstation is on the same LAN as the image server without other
NYCPD communications traffic. This response-time assumes that on average 45
images are retrieved and downloaded to the workstation per search request.
Under the peak workload specified in 2.1.2, the Photo Imaging System shall
display the image from a unique-key image retrieval request within 6 seconds
50% of the time and within 8 seconds 98% of the time when the workstation is
on the same LAN as the image server without other NYCPD communications
traffic.

2.2     Availability Requirements

The Photo Imaging System shall be available 24 hours-a day, 7-days-a-week and
shall have an availability of 98% by the end of the first year of operation.
The Photo Imaging System is considered unavailable any time it is not fully
meeting the functional and performance requirements specified using the rules
below:

Availability calculations shall include down-time associated with:

   -   corrective hardware maintenance and software failures (Category 1 and
       Category 2) associated with the Central Server configuration which cause
       all workstations (Capture and Display-only) to not fully meet the
       functional and performance requirements. In the event that only some
       workstations are affected, then the downtime associated with each
       workstation is applied in the availability calculation (see following
       bullets).

                       applied downtime = Total downtime

   -   corrective hardware maintenance and software failures (Category 1 and
       Category 2) which cause any central booking site to not support
       the operational booking/arrest workload up to a maximum of 55
       bookings/arrests per hour at Central Manhattan. The loss of a capture
       station, in and of itself, is not included in the downtime unless it
       prevents the booking site from handling its workload as specified above.
       (Note that this requirement shall be relaxed if the recommended number
       of Capture Stations per central booking site cannot be installed because
       of space constraints or any other factors outside the control of the
       SAIC Team.) The downtime calculation to be used in the event that a
       given booking-site is not meeting requirements is as follows:
         applied downtime = Booking-site downtime/total-number-of-booking-sites

   -   corrective hardware maintenance and software failures (Category 1 and
       Category 2) which cause functionality of a display-only workstation to
       be unavailable using the following calculation (Note: printers are not
       included):
         applied-downtime = WS down-time/total-number-of-WS


                               Attachment 5 - 3                    Revision C


<PAGE>


                                 ATTACHMENT 5
                    TECHNICAL AND PERFORMANCE REQUIREMENTS


NOTE: downtime because of communications failures or slow response-times
because of communications congestion shall not be included in the
availability calculations.


                               Attachment 5 - 4                    Revision C


<PAGE>


                                 ATTACHMENT 6
                                 MAINTENANCE

1.     INTRODUCTION

This attachment addresses the maintenance provision for the Automated DB2
Warrant and Integrated Digitized Photo Imaging System. The Department has
elected to purchase the 5-year maintenance package at contract award. The
5-year maintenance support package covers normal use of the delivered
hardware and software for its intended purpose. Any repairs outside of this
scope will be an additional charge.

2.     OPERATIONS AND MAINTENANCE SUPPORT

The Seller's operations and maintenance support plan includes both one
full-time on-site NYCPD-dedicated employee and access to a 24-by-7 Help Desk.
Exhibit 2-1 illustrates the operations and maintenance support procedures for
handling user problems. The on-site NYCPD-dedicated employee is the front
line support for the Seller. The on-site NYCPD-dedicated employee will
interface with the System Administrators to analyze user problems and, in the
event that he/she cannot resolve the problem, interface with a 24-by-7 Help
Desk. In the event that the on-site NYCPD-dedicated employee is not
available, the System Administrator(s) designated by the Department will
interface with the Help Desk.

The Department is responsible for designating System Administrators who will
be trained by the Seller to manage and trouble-shoot the system (see Training
for detailed information about the training plan for System Administrators).
It should be noted that, in most cases, the role of System Administrator is
not a full-time activity and that the personnel designated as the System
Administrators may have other duties. The Seller is prepared to train up to
18 personnel as System Administrators to cover the central headquarters'
system, central booking sites, and precincts. This represents approximately
three (3) trained System Administrators for each borough and three (3)
trained System Administrators for the central site server configuration.

2.1    PROBLEM REPORTING PROCEDURE


Both hardware and software problems will use the same reporting procedure. As
depicted in Exhibit 2-1, the employee of the Department who experiences
problems will notify a Department employee designated as the System
Administrator. The System Administrator may be able to resolve the problem by
reviewing the troubleshooting guide. If the System Administrator cannot
resolve the problem, then the System Administrator will notify the on-site
NYCPD-dedicated employee of the problem. If the on-site NYCPD-dedicated
employee is unavailable, then the 24-by-7 Help-Line is contacted by the
System Administrator.

The Help-Line will consist of an 800-prefix telephone number. The Help Desk
respondent will either solve the problem or take down the information and
contact the appropriate Seller's response group depending on the time of day
and situation.

The Department's employee that placed the call will be called back and the
problem diagnosed and solved as quickly as possible. The problem will be
logged with an incident number. The incident number registers important data
about the severity of the call and the registration process consolidates the
name, location, and description of the problem reported to the Seller. A
periodic report on all incidents will be reviewed by the Seller and the
System Administrator to reduce problems and to identify undesirable trends in
system performance or use.


                               Attachment 6 - 1                    Revision D
<PAGE>

<TABLE>

<S>                <C>                                              <C>
                                    Department User

                                              Problem Detected
     Problem Resolved                                                Not resolved AND
                                                                        NYCPD-dedicated Employee not available
                                  System Administrator

                                              Not resolved

     Problem Resolved
                             On-Site NYCPD-Dedicated Employee

                                     24-by-7 Help Desk

                      Software Problem              Hardware Problem

     - Diagnose Problem                                              - Hardware swap-out
     - Establish Work-Around                                         - Performed by On-Site NY-Dedicated
     - Implement Permanent fix                                            employee or contract service providers
     - Download Work-Around and/or Permanent Fix                     - Coordinated by the Contractor

/ / Department Employee
/ / Contractor's Team

     Report "Problem-Resolved" to Help Desk                           Report "Problem-Resolved" to Help Desk
</TABLE>
                     Exhibit 2-1 The Seller's Operations & Maintenance Approach

                                           Attachment 6 - 2


<PAGE>

                                 ATTACHMENT 6
                                 MAINTENANCE

2.2     PROBLEM RESPONSE PROCEDURE

Following the receipt of a phone call to the Help Desk, the Seller's support
team member will respond by remotely logging on to the system and reviewing
the diagnostic/error log. From this initial review, a determination of the
cause of the problem will be made: i.e., hardware or software failure. As
shown in EXHIBIT 2-1, the Help Desk will initiate different procedures based
on this initial review of the problem. In the event that the problem is due
to a hardware failure, the on-site NYCPD-dedicated employee would be
responsible for going to the site and swapping out the failed hardware item
or coordinating the swap-out with pre-arranged contract service providers. It
is the Seller's responsibility to coordinate and manage the services of the
contract service providers and to coordinate this with the Department's
System Administrator. Spare hardware will be maintained in the Department's
facilities by the on-site NYCPD-dedicated employee. The contract service
providers will require access to the Department's spares.

In the event that the problem is a software error, the Seller will use the
remote log-in capability to further diagnose the problem and determine the
correction or work-around. The work-around and/or correction will be
downloaded via modem to the system after test and check-out.

2.3     RESPONSE TIME REQUIREMENTS AND CRITICAL EVENT DETERMINATION

The Seller's support requirement designates a two-hour response time limit.
This requires that the Seller respond to the problem during that period, but
does not mean that all of the problems can be completely solved in that time
period. It is important to note that the system architecture, as designed by
the Seller, is intended to be redundant and, as such, critical events that
restrict/prevent normal operations should be extremely limited. The central
server configuration includes dual system servers with automatic failover and
RAID technology for high-availability magnetic storage.

The Seller will respond as rapidly as possible to re-establish all operations
to normal. In the event of a hardware failure, a spare will be readily
available for the on-site NYCPD-dedicated employee or contract service
provider to use for swap-out, and the failed piece will not impair normal
operations due to the built-in redundancy of critical components of the
system (especially at the server and capture sites). For software problems, a
critical barrier to functioning is extremely rare and would be responded to
by all of the Seller's staff on an emergency basis. The typical software
problem is quickly solved by a work-around which can be developed within
hours and the lost time of operation is very short. The Seller will then
develop a strategic plan to solve the problem for the long term and implement
it following testing/simulation. The fix will then be downloaded by modem to
the Department's system.

2.4     MAINTENANCE SUPPORT FOR FEDERAL INTERFACE SUBSYSTEM

During operation of the Federal Interface Subsystem, which consists of six
(6) stand-alone capture sites, the Seller will provide the same level of
operations and maintenance support described above, except for the on-site
NYCPD-dedicated employee. This means that the designated System
Administrator(s) will interface with the Help Desk directly to resolve
problems that he/she cannot resolve.


                               Attachment 6 - 3                    Revision D


<PAGE>

                                 ATTACHMENT 7
                             ACCEPTANCE CRITERIA

1.     INTRODUCTION

The purpose of this attachment is to define the completion criteria for
deliverable documents, engineering reviews, and acceptance testing for the
Automated DB2 Warrant and Integrated Digitized Photo Imaging System.

Section 2 defines the completion criteria for Deliverable Documents. Section
3 defines the completion criteria for Engineering Reviews, and Section 4
defines the completion criteria for Acceptance Testing.

2.     DOCUMENT DELIVERABLE COMPLETION CRITERIA

This completion criteria applies to all deliverable documents for both the
Photo Imaging Systems and the DB2 Systems. The criteria for completion of the
document deliverables is as follows:

       - The Seller will develop the documents in accordance with
         Attachment 3 of this contract (estimated number of pages, content,
         etc.).

       - The Buyer has 3 weeks from the date of receipt to review the draft
         document and make written comments which will be sent to the
         Seller's contracts manager.

       - Final document incorporating changes based on comments due back to
         the Buyer two (2) weeks after comments received by the Seller's
         contracts manager.

       - Any comments not incorporated will be discussed with the Buyer and
         documented in writing by the Seller.

       - The Buyer will approve in writing the final documents within
         two weeks of receipt by the Buyer's contract manager. This
         constitutes the baseline for continuance of the next phase of
         development/integration.

3.     ENGINEERING REVIEW MILESTONE COMPLETION

This completion criteria applies to the engineering review milestones for the
Photo Imaging Systems.

The criteria for completion of all of the engineering reviews are as follows:

       - All required documents associated with the milestones, as
         specified in the SOW, are drafted or revised based on comments
         received by the Seller prior to or during the review conduct (see
         Section 2 Document Deliverables acceptance above).

       - Milestone Review conducted in accordance with the review criteria
         specified in the SOW. Action items shall be reviewed and agreed
         upon before the review meeting concludes.

       - Milestone Review Minutes delivered by the Seller - The review
         minutes shall include issues and agreed upon action items.

       - All issues identified during the review have either been resolved
         or a plan of correction and due dates have been developed,
         documented by the Seller, and accepted by the Buyer.

       - The Buyer will approve the final minutes in writing within
         1 week of receipt by the Buyer's contract manager - this constitutes
         approval for continuance of the next phase of
         development/integration.

3.1    CUSTOMIZATION DEMONSTRATION COMPLETION


                               Attachment 7 - 1                    Revision C


<PAGE>

                                 ATTACHMENT 7
                             ACCEPTANCE CRITERIA

In addition to the general engineering review completion criteria, the
completion criteria for the Customization Demonstration includes:

       - Demonstration of each customization item (screens, print formats,
         data entry and validation rules, etc.).

       - Customization Demonstration Minutes delivered - documents any
         missing, malfunctioning, or incorrect items.

       - All problems identified during the demonstration have either been
         corrected or a plan of correction and due dates has been developed,
         documented by the Seller, and accepted by the Buyer.

3.2    PRE-RSR AND RSR COMPLETION

In addition to the general engineering review completion criteria, the
completion criteria for the Pre-RSR and RSR includes:

       - Hardware Configuration Checklist (hardware compliant with
         specifications as identified in Schedule C of this contract)

       - COTS Software Configuration Checklist (software compliant with
         specifications as identified in Schedule C of this contract)

       - Execution of Functional Test Cases which will be used for Functional
         Acceptance (see Section 4.1)

       - For Pre-RSR, demonstrates "readiness" to conduct customer-witnessed
         RSR with a high-probability-of-success

       - For RSR, successful execution of all Functional Acceptance tests
         (see Section 4.1)

       - All problems identified during the review have either been resolved
         or a plan of correction and due dates has been developed, documented
         by the Seller, and accepted by the Buyer.

4.     ACCEPTANCE TESTING COMPLETION

Because of the nature of this program and the difference in time of
deployment and operations between the different components of this system,
the Acceptance Testing has been separated into three main areas: (1) the
Photo Imaging Systems, (2) DB2 Systems, and (3) Final System Acceptance. The
purpose and content for each of the Acceptance Tests is summarized in Exhibit
4-1 and described in the following sections.

The Seller is responsible for conducting the Acceptance Testing for the Photo
Imaging Systems, as defined in Section 4.1. The Seller is responsible for
supporting and participating in the Final System Acceptance Test, as defined
in Section 4.2.

4.1    ACCEPTANCE TESTING - PHOTO IMAGING SYSTEMS

Because of the early start of deployment and the incremental deployment
schedule, the acceptance testing for the Photo Imaging Systems will consist
of three distinct elements: (1) Functional Acceptance Testing, (2) Block
Acceptance Testing, and (3) Module Acceptance Testing. The purpose and
scheduling of each acceptance testing element of the Photo Imaging Systems is
summarized in Exhibit 4.1 and described below:


                               Attachment 7 - 2                    Revision C







<PAGE>

                                    [GRAPH]


Exhibit 4-1 Acceptance Tests for the Automated DB2 Warrand and Integrated
Digitized PHoto Imaging System


                               Attachment 7 - 3


<PAGE>

                               Attachment 7
                            ACCEPTANCE CRITERIA


     -    FUNCTIONAL ACCEPTANCE - tests functionality of system (screens,
          database, print formats, and functions) and is conducted at the
          Ready-to-Ship Review (RSR) (see Section 4.1.1).

     -    BLOCK INSTALLATION ACCEPTANCE - Operational Acceptance of each
          block as they are deployed to ensure that the components were
          correctly installed and operational (see Section 4.1.2).

     -    MODULE ACCEPTANCE - Performance and
          Reliability/Maintainability/Availability Acceptance testing of each
          module (i.e.: Basic, Intelligence, Missing Persons) after all
          blocks for a module are deployed (see Section 4.1.3).

The general criteria for completion/acceptance for all acceptance testing is:

     -    All required documents associated with the milestones, as specified
          in the SOW, are completed and revised based on comments (see
          Section 2 Document Deliverables acceptance above), and signed off
          by the Buyer's contract manager.

     -    Successful execution of acceptance tests (functional, block,
          module, and system level) as defined in the applicable
          Customization Specification Document. (Note: that software "bugs"
          encountered during acceptance testing does not necessarily
          constitute failure. Acceptance Test will be considered successful,
          if the software failure has been corrected and demonstrated to the
          Buyer or a Plan of Correction has been developed, documented by the
          Seller, and accepted by the Buyer.)

Guidelines for execution of each type of acceptance testing is provided in
the following subsections.

4.1.1     Functional Acceptance Testing - Photo Imaging Systems

The purpose of this acceptance testing is to demonstrate that the
functionality provided meets the specifications (screens, print formats,
database, and operational capabilities such as capture, retrieval, display,
line-ups, witness-mode, printing, etc.) as documented in the Customization
Specifications Document. Functional Acceptance Testing will be conducted at
the Ready-to-Ship Review (RSR) at the Seller's facilities, will be witnessed
by the Buyer and NYCPD, and requires the Buyer's formal acceptance by the
Buyer's contract manager before considered complete. The Buyer will not
consider Functional Acceptance complete until the Buyer receives formal
written acceptance from NYCPD. Deployment of the system to the NYCPD
facilities will not begin until the Buyer receives Functional Acceptance from
NYCPD.

The test procedures and test cases for Basic, Intelligence, and Missing
Persons will be documented in the applicable Customization Specification
Document and will meet these general guidelines:

     -    Hardware Configuration Checklist (hardware compliant with
          specifications as identified in Schedule C of this contract)
     -    COTS Software Configuration Checklist (software compliant with
          specifications as identified in Schedule C of this contract)
     -    General guidelines for Functional Acceptance Testing to be
          conducted at RSR


                                Attachment 7 - 4                      Revision C
<PAGE>

                                  Attachment 7
                              ACCEPTANCE CRITERIA

          -    Each model of printer exercised within ForceField
               application (using every print format associated
               with each printer)
          -    Each model of scanner exercised within ForceField
               application (using every applicable function
               associated with scanner)
          -    All capture cameras exercised within ForceField
               application
          -    All other peripherals exercised
               (options-to-be-determined)
          -    Demonstration of Capture, Display, Retrieve, and
               Print
          -    Demonstration of operational functionality
               (line-ups, witness-mode, ad-hoc search, etc.)
          -    Simulation of all applicable external interfaces and
               formats

4.1.2     Block Acceptance - Photo Imaging Systems

After installing each block of the Basic Photo Imaging System in NYCPD
facilities, a subset of the functional acceptance tests will be conducted
against the block to prove that the block was correctly installed and
operational. These tests will be witnessed by the Buyer and NYCPD and require
the Buyer's formal written acceptance by the Buyer's contract manager before
considered complete.

After installing Intelligence Subsystem, the functional acceptance tests will
be executed again to ensure that the subsystem was correctly installed and
operational. These tests will be witnessed by the Buyer and NYCPD and require
the Buyer's formal written acceptance by the Buyer's contract manager before
considered complete.

After installing Missing Persons Subsystem, the functional acceptance tests
will be executed again to ensure that the subsystem was correctly installed
and operational. These tests will be witnessed by the Buyer and NYCPD and
require the Buyer's formal written acceptance by the Buyer's contract manager
before considered complete.

The Block Acceptance Tests will meet these general guidelines:

     -    Hardware Configuration Checklist (hardware compliant with
          specifications as identified in Schedule C of this contract)
     -    COTS Software Configuration Checklist (software compliant with
          specifications as identified in Schedule C of this contract)
     -    The Seller will develop standard acceptance test procedures (which
          will be a subset of the Functional Acceptance Tests) for each block
               Central Servers Configuration
               Capture Stations
               Display Stations
               Capture Devices (Cameras & Scanners)
               Printer Devices
               External Interfaces

4.1.3     Module Acceptance - Photo Imaging Systems

The purpose of this acceptance testing is to demonstrate that the performance
and availability requirements for each module (Basic, Intelligence, and
Missing Persons), as defined in Attachment 5 of this contract, are met. These
tests will be witnessed by the Buyer and NYCPD and require the Buyer's formal
written acceptance by the Buyer's


                                Attachment 7 - 5                      Revision C
<PAGE>

                                  Attachment 7
                              ACCEPTANCE CRITERIA

contract manager before considered complete. The Buyer will not consider
Module Acceptance complete until the Buyer receives formal written acceptance
from NYCPD.

After all blocks of the Basic Photo Imaging System have been installed and
accepted, a Module Acceptance Test will be conducted to demonstrate that all
performance and availability requirements are met. The test procedures and
test cases will have been previously documented in the Basic Customization
Specification Document.

After successful execution of the Block Acceptance Test for the Intelligence
Subsystem, a Module Acceptance Test will be conducted to demonstrate that all
performance and availability requirements are met. The test procedures and
test cases will have been previously documented in the Intelligence
Customization Specification Document.

After successful execution of the Block Acceptance Test for the Missing
Persons Subsystem, a Module Acceptance Test will be conducted to demonstrate
that all performance and availability requirements are met. The test
procedures and test cases will have been previously documented in the Missing
Persons Customization Specification Document.

4.2       FINAL SYSTEM ACCEPTANCE

The purpose of Final System Acceptance Testing is to demonstrate and validate
that all components (i.e.: Photo Imaging Systems, DB2 Systems, and
Communications Subsystem) are integrated and that all interfaces to external
systems are functional and meet the interface specifications as documented in
the Interface Control Document. The Final System Acceptance test will be
witnessed by the Buyer and NYCPD and requires the Buyer's formal written
acceptance before considered complete. The Buyer will not consider Final
System Acceptance complete until the Buyer receives formal written acceptance
from NYCPD. The Buyer shall provide best efforts in obtaining system
acceptance on the behalf of the Seller.

The test procedures and test cases for the Final System Acceptance Test will
be jointly developed by the Seller and the Buyer, and documented in the
Interface Control Document.


                                Attachment 7 - 6                      Revision C

<PAGE>

                           Attachment 8
                             TRAINING

1.      INTRODUCTION

This attachment describes the training plan for the Automated DB2 Warrant and
Integrated Digitized Photo Imaging System. Section 2 describes the training
plan for the Photo Imaging System.

2.      TRAINING FOR THE PHOTO IMAGING SYSTEM

The Seller will provide instruction on the operation of the imaging
equipment, computer terminal and printers, the use of the computer software
to input the individual images and booking data, and retrieval of images
based on search criteria. Written materials concerning the use of the Photo
Imaging System's software and equipment will be provided. The Seller will
provide one copy of the User Documentation per workstation and one copy of the
full set of documentation for each of the System Administrators.
Additionally, a right to copy license and a master copy will be provided, on
request, to allow the Department to generate copies for internal use.

The Seller's Training Program for the Photo Imaging System addresses three
types of training: (1) Formal Classroom Training for System Administrators
and End-Users, (2) On-the-Job Training, and (3) Post Installation Training.
The Seller's Training Program for the Photo Imaging System is described in
the following sections.

2.1     FORMAL CLASSROOM TRAINING

The Seller will provide formal classroom training for both the End-User and
System Administrator personnel for the operation of all system hardware and
the ForceField software. After completion of the formal classroom training,
the trainees will receive a certificate verifying successful completion and
readiness to perform their role. The End-User Classroom Training will include
formal instructions on workstation operation, data entry and inquiries,
camera and lighting operation, and system support. The System Administrator
Classroom Training will include formal instruction in functional operations
so that they can support the end-users, and formal instruction on system
operations so that they can maintain the system (e.g., managing the central
site servers, database backup and recovery procedures, database integrity,
audit procedures, and defining and executing management reports). It is
expected that the personnel from the Department responsible for training
(supervisory or training staff) will take an active role in developing the
Formal Classroom Training curriculum.

2.1.1   System Administrator Classroom Training

The System Administrator's Classroom Training for the Photo Imaging System
consists of formal instruction for two types of system administrator, as
identified below:

        1) System Administrator - Level 1: responsible for providing support
           for the end-users, answer operational question, local
           trouble-shooting, and filter operator-induced problems from system
           problems.

        2) System Administrator - Level 2: responsible for managing the
           central site configuration, executing database backup and recovery,
           monitoring database integrity, system audits, and defining and
           executing special management reports.

The Seller will provide formal classroom instruction for the designated System


                                 Attachment 8-1                      Revision C


<PAGE>

                           Attachment 8
                             TRAINING

Administrators of the Photo Imaging System at XImage's facilities in San
Jose, CA, before the installation of the ForceField system. This one-time
training session will be conducted over a one-week time-span and will
accommodate up to 18 trainees. The Seller's Training plan for the System
Administrators of the Photo Imaging System includes three days of Level 1
training and two additional days of Level 2 training. The Seller recommends
that all System Administrators of the Photo Imaging System take the Level 1
training and the the System Administrator - Level 2 personnel receive 2-days
of additional training for managing the central site. All designated System
Administrators of the Photo Imaging System can take the full 1-week course,
at the discretion of the Department. The System Administrator course for the
Photo Imaging System is included as part of the contract, but travel and
expense costs for the Department's employees are the responsibility of the
Department.

2.1.2   End-User Classroom Training

After System Administrator training for the Photo Imaging System and
installation of the Central Site configuration, end-user training for the
Photo Imaging System will commence. End-User Classroom Training for the Photo
Imaging System consists of formal instruction for three types of end-users.
The training class sessions will be segregated so that they can be tailored
for each type of end-user, as identified below:

        1) Booking/Capture - responsible for capturing photographs and
           associated booking information during the booking procedure

        2) Investigative - responsible for initiating witness-mode searches,
           general searches, and creating line-ups

        3) Records Management - responsible for maintaining the data and
           images contained in the database

In the case of the Department, two alternative approaches to End-User
Training for the Photo Imaging System have been considered: (1) a centralized
approach where a central training center is set up for the initial training,
and (2) a decentralized approach where initial training is conducted at each
of the sites (precincts and booking sites).

The centralized approach would include the set-up of a central training
center at one of the Department's locations (a central location such as
Manhattan) with necessary equipment for hands-on-training (ImageStations,
printers, etc.). Eventually the equipment at the central training site will
be installed into precincts once training is complete. Depending on the size
of the training facility, the Seller expects to conduct up to fifty training
sessions of about two to three hours per session, depending on the end-user
training type. Based on the size of the central training facility and the
number of sessions conducted, the number of persons trained per session could
range from 10 to 25.

In the event that the centralized approach is not feasible based on the
Department's policies, procedures, or constraints, the second approach
(decentralized) would be to hold training sessions at the precincts. Precinct
level training would consist of one training session per precinct, and would
be limited to the facilities and equipment installed at that precinct.

To assure consistency with the Department's standards and needs, the approach
(centralized or decentralized) and schedule for Formal Classroom End-User
Training will be developed jointly with the Department after contract
execution.

                                 Attachment 8-2                      Revision C


<PAGE>

                                Attachment 8
                                  TRAINING


2.2     ON-THE-JOB TRAINING MODE

In addition to the formal classroom training for the Photo Imaging System,
the Seller's solution includes an "on-the-job" training mode, with its own
"training" database, as a standard part of the Photo Imaging System. This
training mode is an extremely valuable tool both during the initial
installation and on-going training. A workstation in training mode will be
able to perform all the functions normally authorized to that workstation to
the maximum feasible extent. However, a workstation in training mode will not
be permitted to update "real" files. In this mode, the trainees will be able
to "modify" current sample records, enter new records, and initiate
witness-mode and line-up queries. Access tables for the training mode will be
separate from the production system access tables.

2.3     POST INSTALLATION TRAINING

The Seller and the Department will jointly develop a plan for follow-up
training for the Photo Imaging System after formal classroom training to be
accomplished by the Department. It is expected that the people from the
Department responsible for training (supervisory or training staff) will take
an active role in developing and delivering on-going training. Additionally,
the Seller's on-site support person will be available to the Department as a
training resource as needed.

2.4     TRAINING DOCUMENTATION

The Seller will provide training documentation, on-site classroom and
hands-on training for the Photo Imaging System. All manuals and Training
Material will be detailed and written in language that can be easily
understood by users who do not possess computer knowledge or skills.



                                 Attachment 8-3                      Revision C

<PAGE>

                                 Attachment 9
                            DEFINITIONS & ACRONYMS

                                  DEFINITIONS

Availability                 A measure used for identifying the percentage of
                             time that a system is available to the users and
                             meets both functional and performance (i.e.,
                             workload and response-time) requirements. The
                             availability requirements for this contract and
                             the method to be used for calculating the
                             availability for this contract is defined in
                             Attachment E, Technical Assumptions.

Basic Photo Imaging System   A subsystem of the Photo Imaging System to
                             capture electronic images of mugshots and other
                             associated images during the booking process and
                             to provide the capability to create photo
                             line-ups, support the witness identification
                             process, and print photos in a variety of
                             formats.

Blocks                       A distinct increment of hardware and software to
                             be staged, shipped, installed, tested, and
                             accepted. The Basic Photo Imaging System
                             consists of 9 blocks. The Federal Interface
                             Subsystem consists of 1 block. The Missing
                             Persons and Intelligence Subsystems consists of
                             1 block each.

Boroughs                     Segregation of New York City region into five
                             geographic components: (1) Manhattan, (2)
                             Brooklyn, (3) Bronx, (4) Queens, (5) Staten
                             Island.

CAL-PHOTO                    California Law Enforcement's Electronic
                             Photographic Imaging System Standard which
                             defines a standard for electronic capture of
                             photographs to be used in the Law Enforcement
                             Community. This standard defines a format that
                             would aid in the inter-agency exchange of images
                             and also establishes the minimum acceptable
                             level of image quality.

Configuration Control        Management control of hardware specifications,
                             software modifications and versions, and document
                             modifications and versions. This management
                             function ensures that changes to hardware,
                             software, and documentation is controlled and
                             tracked so that so that the configuration at any
                             single point in time and location is known.

DB2 Systems                  Software developed for NYCPD which will reside
                             on the NYCPD mainframe located at headquarters.
                             This software consists of three subsystems: (1)
                             Warrant System (combines the current Warrant/
                             Want/WOLF functionality into a single integrated
                             modernized system), (2) Name Search System, and
                             (3) Sealing System

Drug User                    Another name for "Target Narcotics Violators"



                                  Attachment 9-1                     Revision D

<PAGE>


                                 Attachment 9
                            DEFINITIONS & ACRONYMS


Federal Interface Subsystem  A small subset of the Basic Photo Imaging System
                             which will be deployed early so that the
                             Department can begin capturing photos before the
                             Basic Photo Imaging System is operational. This
                             subset consists of capture stations and printers.

Full Database                Snapshot of NYCPD Warrant/Want/WOLF database
                             which will be converted into the new DB2 format.

Intelligence Subsystem       A subsystem of the Photo Imaging System to
                             capture electronic images from photographs
                             and other forms which are associated with gang
                             members or organized crime figures.

Missing Persons Subsystem    A subsystem of the Photo Imaging System to
                             capture electronic images from photographs
                             and other forms which are associated with Missing
                             Persons or Unidentified Persons.

Name Search System           This DB2 System will perform phonetic name
                             searches against the warrants, want, recidivists,
                             and drug-users tables using the NYSIIS Name
                             Coding Technique.

Photo Imaging System         System which utilizes photo/video imaging
                             technology to capture, store, retrieve, and print
                             "mugshots" and other associated images. The Photo
                             Imaging System consists of three components: (1)
                             the Basic Photo Imaging System, (2) the
                             Intelligence Subsystem, and (3) the Missing
                             Persons Subsystem.

Pilot                        The first installation of the Basic Photo Imaging
                             System which provides all operational
                             capabilities. The Pilot will consist of Block 0
                             (Central Servers configuration) and Block 1
                             (some number of capture workstations at a
                             central booking site and display-only
                             workstations and printers at a set of precincts).

Postage Stamp Strategy       This approach uses a pre-reduced size of a
                             photograph or image for display of images in a
                             photo line-up or during witness mode. This
                             "postage-stamp" image can be used for these
                             purposes because the size of the image being
                             displayed on the screen in small and does not
                             require the high-resolution image. To maintain
                             the highest print quality, the full-sized stored
                             image will be used for printing. This approach
                             allows the system to send high-resolution images
                             only when needed in order to save on network
                             traffic.

Reconciliation of Property   The activity where NYCPD personnel and contractor
                             personnel examine the hardware items delivered to
                             NYCPD facilities to establish what items have
                             been delivered to NYCPD facilities and for which
                             NYCPD is now responsible. Once this activity is
                             completed, NYCPD is liable for loss or
                             destruction of these items.


                                 Attachment 9-2                     Revision D

<PAGE>

                                 Attachment 9
                            DEFINITIONS & ACRONYMS


Roll-out                   A term sometimes used when referring to the
                           incremental installation of the Photo Imaging
                           System via the "block" deployment approach.

Sealing System             The DB2 Sealing System will replace the existing
                           PC-based sealing tracking system and automate and
                           streamline current manual procedures by
                           implementing electronic transfer of Sealing
                           information to/from external systems.

Software Failure Category  A method used to categorize software errors based
                           on the impact of the software error on the
                           mission-critical functions and operational
                           environment.

                           Category 1-Prevents the accomplishment of an
                                      operational or mission essential
                                      capability specified by baseline
                                      requirements and for which there is no
                                      work-around (e.g.: system/application
                                      crashes, hangs, or is generally not
                                      available)

                           Category 2-Adversely affects the accomplishment of
                                      an operational or mission essential
                                      capability specified by baseline
                                      requirements so as to degrade
                                      performance and for which there is no
                                      work-around (e.g.: a planned mission
                                      essential capability is severely
                                      limited).

                           Category 3-Adversely affects the accomplishment of
                                      an operational or mission essential
                                      capability specified by baseline
                                      requirements so as to degrade
                                      performance and for which there is a
                                      work-around (e.g.: a planned mission
                                      essential capability is severely
                                      limited but there is a work-around).

                           Category 4-An operator inconvenience or annoyance
                                      and which does not affect a required
                                      operational or mission essential
                                      capability.

                           Category 5-All other errors

Test Database              Snapshot of a representative extract of current
                           Warrant/Want/WOLF records to be used for testing
                           of the database conversion software. The Test
                           Database can be the Full Database or an extract of
                           the Full Database at the discretion of NYCPD.

Warrant System             This DB2 System will replace the current
                           Warrant/Want/WOLF software and will support the
                           maintenance of and access to the Warrants, Wants,
                           Recidivists, and Drug-User databases. The new
                           Warrant System will integrate the current Warrant
                           and WOLF into a single logical database and
                           functional system and will


                               Attachment 9 - 3                     Revision D
<PAGE>

                                 Attachment 9
                            DEFINITIONS & ACRONYMS


                           provide substantial enhancements in the area of
                           external interfaces and ad-hoc queries against
                           these databases.

Wide Area Network (WAN)    WAN is defined, within the context of this
                           contract, as a distributed network internal to the
                           New York City Police Department, that connects
                           Novell LANs through a point-to-point T1 enterprise
                           NYNEX network with all communications processing
                           passing through MISD's mainframe (normally FEP).
                           Peer-to-peer communication is strategically
                           unsupported.


                               Attachment 9 - 4                     Revision D
<PAGE>

                                 Attachment 9
                            DEFINITIONS & ACRONYMS


                                  ACRONYMS


AKA      Also-Known-As (alias)

CDR      Critical Design Review: conducted at end of detailed design phase
         for DB2 Systems

CFM      Customer Furnished Material

CFE      Customer Furnished Equipment

CFS      Customer Furnished Services

CICS     Customer Information Control System

COTS     Commercial-Off-The-Shelf

CRIMS    Criminal Record Information and Management System

CSC      Computer Software Component

CSCI     Computer Software Configuration Item

CSR      Customization Specification Review: conducted at end of
         customization definition phase for the Photo Imaging Systems

DASD     Direct Access Storage Device (commonly used name for mainframe
         magnetic disk storage)

DAT      Desk Appearance Ticket

DB2      DataBase 2

DCJS     New York State Division of Criminal Justice Services

DOB      Date-Of-Birth

FIS      Federal Interface Subsystem

FEP      Front-End Processor

ICD      Interface Control Document

IOC      Initial Operating Capability

LAN      Local Area Network

JCL      Job Control Language

MAC      Months After Contract execution (months after receipt of "Notice To
         Proceed")

MISD     Management Information System Division


                               Attachment 9 - 5                     Revision D
<PAGE>

                                 Attachment 9
                            DEFINITIONS & ACRONYMS


MPA      Months Prior to Acceptance (Block 1)

MPT      Months Prior to Training

NYCPD    New York City Police Department

NCIC     National Crime Information Center

NYNEX    New York, New England Exchange

NYSIIS   New York State Identification and Intelligence System

NYSPIN   New York Statewide Police Identification System

OCA      Office of Court Administration

OLBS     On-Line Booking System

OSST     On-Site System Test

PDR      Preliminary Design Review: conducted at end of preliminary design
         phase for DB2 Systems

QA       Quality Assurance

RFP      Request For Proposal

RSR      Ready-To-Ship Review: conducted at end of implementation phase for
         the Photo Imaging Systems at XImage facilities in San Jose prior to
         deployment to NYCPD facilities

SA       System Administrator

SAIC     Science Applications International Corporation

SDD      Software Design Document

SOW      Statement of Work

SRS      Software Requirements Specification

SSR      Software Specifications Review: conducted at end of software
         requirements analysis phase for the DB2 systems

TP       Trained Person

WAA      Weeks After Acceptance Tests

WAN      Wide Area Network

WAR      Weeks After Review

WOLF     Warrant On-Line File System


                               Attachment 9 - 6                     Revision D
<PAGE>

                                 Attachment 9
                            DEFINITIONS & ACRONYMS


WPR      Weeks Prior to Review

WS       Work Station


                               Attachment 9 - 7                     Revision D

<PAGE>

                [Modification #2 to original contract]


<PAGE>

                                  [LOGO
                Science Applications International Corporation
                       An Employee-Owned Company]

October 9, 1997

XImage Corporation
1050 North Fifth Street
San Jose, California 95112

Attention:     Ken Fields

Subject:       Subcontract Modification #02

Reference:     1) Subcontract #4500076043
               2) NYCPD Contract
               3) Meeting held 9/24/97 between SAIC and XImage Corporation

Dear Ken,

In accordance with the terms and conditions specified in the above reference
(1) subcontract, this modification #02 is issued to incorporate changes
discussed and agreed to during the reference (3) meeting. The changes
identified below are hereby incorporated into the reference (1) subcontract
and are effective immediately.

                        SUBCONTRACT AGREEMENT

SECTION 4.0     PAYMENTS

Attachment 4 "Payment Schedule" is modified to delete Payment #14 in the
amount of $39,500.00. This amount is transferred to the withold amount
identified in Section 5.2. Total funds for distribution under Attachment 4
are now as follows;

<TABLE>

                <S>                    <C>
                Previous Amount        $1,889,500.00
                Net Decrease          ($   39,500.00)
                                       -------------
                Revised Total          $1,850,000.00

Basic Subcontract Agreement Value      $2,389,500.00
Withhold Value(Pending Acceptance)    ($  539,500.00)
                                       -------------
Available Funds for Distribution       $1,850,000.00

</TABLE>

4.1             INCENTIVES

Should Seller complete each Milestone listed in Table 1 below satisfactorily,
and if the Seller completes the milestone on or before the Revised Baseline
Schedule data for that milestone, then Buyer agrees to release to Seller,
$10,000.00 for each milestone, from the monies withheld for Final System
Acceptance Completion under Section 5.2 below. Should Seller fail to meet the
requirements or said completion of a milestone, for any reason except a delay
at the Buyers request, the $10,000.00 for that milestone shall remain in the
amount withheld for Final System Acceptance under Section 5.2 below and will
be released after Final System Acceptance completion

<PAGE>

                                                                [LOGO
                                                    An Employee-Owned Company]

                            SCHEDULE


The following identifies the agreed to changes to the Schedule and
Attachments;


1)  Final Basic RSR date is changed from 10/07/97 to 11/04/97

2)  Release of Final Basic Software and upgrade to WS to be performed after
    Block 8

3)  Block Deployment- Blocks 5 through 8 shall be done at 1 Block per week.

<TABLE>
<CAPTION>
                            TABLE 1
-----------------------------------------------------------------------
MILESTONES                                    BASELINE SCHEDULE REVISED
-----------------------------------------------------------------------
<S>                                           <C>
Final Basic RSR                                   11/04/97   10K 97-500
-----------------------------------------------------------------------
Final Basic Rollout Complete                      12/17/97   10K 97-501
(Including Final Basic SW installed at all sites)
-----------------------------------------------------------------------
Intel CSR                                         12/17/97
-----------------------------------------------------------------------
Intel RSR                                         03/05/98
-----------------------------------------------------------------------
Intel Module Acceptance                           04/08/98
-----------------------------------------------------------------------
Missing Persons CSR                               02/24/98
-----------------------------------------------------------------------
Missing Persons RSR                               05/07/98
-----------------------------------------------------------------------

</TABLE>

<PAGE>

                                                                         [LOGO]
SECTION 5.0    LIQUIDATED DAMAGES

5.2  A sum equal to five hundred thirty nine thousand five hundred dollars
     ($539,500.00)(less any milestone payment released as part of 4.1 above) of
     the Subcontract Agreement value shall be withheld without interest to
     Seller, pending satisfactory completion of the ninety (90) day final
     system acceptance period as stated in Attachment 7 -- "Acceptance Criteria"
     Section 4.2 "Final System Acceptance".

5.5  Seller agrees to be liable for liquidated damages using the following
     algorithm;

     For each day of slippage passed the no-later-than date of a milestone
     identified in Section 5.6, one thousand dollars ($1000.00) per day
     (weekends and holidays included) from the withheld amount identified in 5.2
     above, will be transferred into a Liquidated Damages set-aside up to a
     maximum of $1,000.00 per day (weekends and holidays included). In the event
     that the Final System Acceptance completion date of 06/19/98 is not met for
     any reason, then the Buyer will receive $1,000.00 per day (weekends and
     holidays included) from the Liquidated Damages set-aside for each day of
     slippage. If money remains in the Liquidated Damages set aside after Final
     System Acceptance completion, then that money will be returned to the
     withhold amount and paid to Seller after Final System Acceptance
     completion.

5.6  The following sets forth the milestones to be completed in support of 5.5
     above:

<TABLE>
<CAPTION>
                                                                   NO-LATER-THAN
MILESTONE                                                         COMPLETION DATE
---------                                                         ---------------
<S>                                                               <C>
-  Basic Module Acceptance                                             02/10/98
   -  Reference Attachment 7 "Acceptance Criteria" Section 4.1.3
   -  Includes Final Basic SW installed; all Basic Sites installed;
      functional and performance specifications met, all interfaces
      developed & tested by Seller

-  Missing Persons Module Acceptance                                   06/09/98
   -  Reference Attachment 7 "Acceptance Criteria" Section 4.1.3
   -  Includes SW installed; all sites installed; training completed;
      functional and performance specifications met, all interfaces
      developed & tested by Seller

-  Intel Module Acceptance                                             06/09/98
   -  Reference Attachment 7 "Acceptance Criteria" Section 4.1.3
   -  Includes SW installed; all sites installed; training completed;
      functional and performance specifications met, all interfaces
      developed & tested by Seller

</TABLE>


<PAGE>

                                                                          [LOGO]

Unless amended in writing by mutual agreement of both parties, Seller is not
obligated to incur expenditures or make commitments in excess of the amount
stated, and Buyer is not obligated to compensate Seller beyond this amount.

ALL OTHER PROVISIONS OF THE ORIGINAL SUBCONTRACT AND SUBSEQUENT MODIFICATIONS
ISSUED REMAIN UNCHANGED.

In witness whereof, the duly authorized representative of Buyer and Seller have
executed the Subcontract modification on the dates shown below.

SELLER:                                BUYER:

XImage Corporation                     Science Applications International Corp.
----------------------------           ----------------------------------------
    (COMPANY NAME)                                 (COMPANY NAME)


By: /s/ Ken Fields 10 Oct 97           Name: /s/ Christopher C. Cobb    10/9/97
   -------------------------                -----------------------------------
(SIGNATURE             DATE)           (SIGNATURE                         DATE)


Name:  Ken Fields                      Name:  Christopher C. Cobb
      -----------------------                ----------------------------------
       (TYPE OR PRINT)                        (TYPE OR PRINT)


Title:  VP                             Title: Sector Subcontracts Manager
       ----------------------                 ---------------------------------


Please signify your acceptance by signing as indicated and returning one (1)
original to the undersigned.

You can contact me @ (703) 556-7327 if you have any questions regarding this
matter. Fax #(703) 790-8463

Sincerely,

SCIENCE APPLICATIONS INTERNATIONAL CORPORATION




Christopher C. Cobb, C.P.M.
Sector Procurement and Subcontracts Manager
Information and Technology Systems Sector

<PAGE>
                                                                  CONFIDENTIAL
                                 [LETTERHEAD]


November 7, 1997

XImage Corporation
1050 North Fifth Street
San Jose, California 95112

Attention:     Ken Fields

Subject:       Subcontract Modification #03

Reference:  1) Subcontract #4500076043
            2) NYCPD Contract
            3) XImage Corporation proposal dated 10/10/97 (Housing Authority)

Dear Ken,
In accordance with the terms and conditions specified in the above reference
(1) subcontract, this modification #03 is issued to incorporate the effort to
be provided in support of the Housing Authority under the NYCPD Contract.
Subcontract Clause 12.4 "YEAR 2000 WARRANTY" is also incorporated as stated
below.  This modification increases the total subcontract amount by
$482,400.00. Pricing set forth in this modification shall be as follows;


<TABLE>
<CAPTION>

      QTY    DESCRIPTION                UNIT PRICE          EXT PRICE
      ---    -----------                ----------          ---------
      <S>    <C>                        <C>                 <C>
      31 Ea  Display Only Station       $ 6,500.00          $201,500.00

      1 Lot  Imagestation Installation  $30,000.00          $ 30,000.00

      31 Ea  Color Printer 1            $ 9,500.00          $294,500.00

      1 Lot  Training/Support           $10,000.00          $ 10,000.00
                                                            -----------
                                        Subtotal            $536,000.00

                                        Less 10% Discount  -$ 53,600.00
                                                           ------------
                                        TOTAL/NET INCREASE  $482,400.00

</TABLE>
DELIVERY:
Hardware shall be delivered to the NYPD site ready to be installed within the
following timeframes:
      31 Optra Cs                2 weeks after receipt of initial payment
      31 Display-Only Stations   3 weeks after receipt of initial payment

XImage shall install, test, and conduct Block Acceptance for all 31 sites
within 90 days after Contract Amendment.  The installation of these 31 sites
shall not impact the schedule as specified in the current contract.  The 31
sites shall be deployed in three blocks:

<TABLE>
                      <S>              <C>
                      Block 1          10 Sites
                      Block 2          10 Sites
                      Block 3          11 Sites
</TABLE>
<PAGE>

                                                                         [LOGO]

PAYMENT TERMS:

1) SAIC shall release an initial payment of $152,400 at the start of the
Subcontract modification to be used exclusively for the purchase of the 31
ea. Color Printer 1 and 31 ea. Display-Only Station. XIMage shall submit
copies of the Purchase Order(s) and proof of payment for equipment to SAIC.
SAIC shall not release any additional money until proof of payment is
received by SAIC.

2) SAIC shall pay XImage $110,000 per block after the successful acceptance
of the block. The definition for Block Acceptance is specified in Attachment
7, Section 4.1.2 Block Acceptance-Photo Imaging Systems.
<TABLE>
         <S>                                  <C>
         Initial Payment for Startup          $152,400.00
         Block Payment (3 @$110,000.00)       $330.000.00
                                              -----------
         Total                                $482,400.00
</TABLE>
This modification incorporates/increases funding as follows;

TOTAL SUBCONTRACT FUNDING
<TABLE>

         <S>                                  <C>
         Subcontract Agreement Value          $2,389,500.00
         Net Increase (Housing Authority)     $ +482,400.00
                                              -------------
         Available Funds for Distribution     $2,871,900.00
</TABLE>
12.4 YEAR 2000 WARRANTY:

All work performed and work product generated by XImage Corporation under this
Agreement supports Year 2000; it is capable of correctly processing,
providing and receiving date data, as well as properly exchanging accurate
date data with all products (e.g., hardware, software and firmware) with
which the work product is designed to be used.

OPTIONAL MAINTENANCE

Additional maintenance beyond the Warranty period shall be an option, which
is exercisable within one year of the date of installation. The warranty
period shall be 90 days for Hardware and 30 days for Software.

Buyer may elect to exercise the following option in support of hardware
identified above at the end of the warranty term.  This option, if exercised,
will be by written modification from Buyer to Seller under the terms and
conditions of the subcontract. Monthly costs will be as stated below;

<TABLE>
<CAPTION>

           QTY     DESCRIPTION                  MONTHLY MAINT. COST
           ---     -----------                  -------------------
           <S>     <C>                          <C>
           31 Ea.  Display Only Station            $65.00/mo/ea.

           31 Ea.  Color Printer 1                 $95.00/mo/ea.

</TABLE>

Should the warranty period expire prior to effective date of maintenance
coverage, it may be necessary for the hardware to be recertified by XImage.

<PAGE>
                                                                         [LOGO]

Unless amended in writing by mutual agreement of both parties, Seller is not
obligated to incur expenditures or make commitments in excess of the amount
stated, and Buyer is not obligated to compensate Seller beyond this amount.

ALL OTHER PROVISIONS AND SCHEDULES OF THE ORIGINAL SUBCONTRACT AND SUBSEQUENT
MODIFICATIONS ISSUED REMAIN UNCHANGED.

In witness whereof, the duly authorized representative of Buyer and Seller
have executed the Subcontract modification on the dates shown below.


SELLER:                             BUYER:

XIMAGE CORPORATION                  SCIENCE APPLICATIONS INTERNATIONAL CORP.
----------------------------------  ----------------------------------------
         (COMPANY NAME)                         (COMPANY NAME)

BY:  /s/ Ken Fields      11 Nov 97  BY: /s/ Christopher C. Cobb      11/7/97
   -------------------------------     -------------------------------------
(SIGNATURE                   DATE)  (SIGNATURE                         DATE)

NAME: KEN FIELDS                    NAME: CHRISTOPHER C. COBB
     -----------------------------       -----------------------------------
         (TYPE OR PRINT)                             (TYPE OR PRINT)

TITLE:                              TITLE: SECTOR SUBCONTRACTS MANAGER
      ----------------------------        ----------------------------------

Please signify your acceptance by signing as indicated and returning one (1)
original to the undersigned.


You can contact me @ (703) 556-7327 if you have any questions regarding this
matter.
FAX#(703) 790-8463

Sincerely,

SCIENCE APPLICATIONS INTERNATIONAL CORPORATION



Christopher C. Cobb, C.P.M.
Sector Procurement and Subcontracts Manager
Information and Technology Systems Sector



<PAGE>

                              [LETTERHEAD]


31 March 1999                                             In Reply Refer
                                                          to Ltr no. KMH99-024

ImageWare Software, Inc.
10883 Thornmint
San Diego, California 92127

Attention:  Ms. Carmen Errejon, Contracts Administrator

Subject:  Modification No. 13 to SAIC/ImageWare Subcontract 4500076043

Ms. Errejon,

This Subcontract Modification No. 13 is issued as follows:

                              DESCRIPTION OF MODIFICATION

TO SCHEDULE A, ARTICLE 7.0 TECHNICAL AND CONTRACTUAL REPRESENTATIVES: REVISE
IN PART AS FOLLOWS:

Delete:                     Contractual:      Christopher Cobb
                            Phone:            703/556-7327
                            Fax:              703/356-0066

Substitute:                 Contractual:      Keith Hoffman
                            Phone:            703/448-7268
                            Fax:              703/356-0066

TO SCHEDULE A, ARTICLE 15.0 TECHNICAL DATA PACKAGE: DELETE AND REPLACE WITH:

"Seller represents and warrants to Buyer that it is owner of, and holder of
all rights in the Technical Data Package (TDP), and has the right to grant
Buyer the license rights to the TDP with Buyer pursuant to the terms of the
Subcontract Agreement and Schedule D, Software Deposit Agreement."

TO ARTICLE 15.1: DELETE AND REPLACE WITH:

"Seller represents and warrants to Buyer that the TDP deposited with Buyer
will at all times be the current release of the material(s) offered to Buyer
in support of this Subcontract Agreement."


<PAGE>

Page 2 of 3
Subj: Modification No. 13 to SAIC/ImageWare Subcontract 4500076043      [logo]

TO ARTICLE 15.3: MODIFY AS FOLLOWS AT LINE 4 OF PARAGRAPH 1:

"Seller shall immediately release to Buyer copies of the TCP pursuant to this
Subcontract Agreement and Schedule D, Software Deposit Agreement only upon
written notification from Buyer's Technical Representative identified in
Section 7 of the Subcontract Agreement."

TO ARTICLE 15.3: DELETE PARAGRAPH 2 AND REPLACE WITH:

"Seller shall arrange for Buyer to accept from Seller, and Seller agrees to
deposit with Buyer, within thirty (30) days of the effective date of the
Software Deposit Agreement with the copies of the TDP being current versions
of the subject data. For each deposit, Seller will issue a receipt to Buyer,
accompanied by a general list or description of the materials so deposited.
In the event that an update or series of updates supersede a prior version
of the TDP in their entirety, Seller may require Buyer to return or destroy
portions of the TDP representing such prior version(s) provided that SAIC is
able to retain a copy of all materials, including superceded elements of the
TDP, necessary to assure continuity of the Program.

TO ARTICLE 15.4: MODIFY AS FOLLOWS AT LINE 3:

 ....and Seller shall permit such inspections and testing promptly upon
request. Except as otherwise authorized by Seller, which shall not be
unreasonably withheld, such inspections and testing shall be conducted at
SAIC offices.

TO ARTICLE 15.6: DELETE IN ITS ENTIRETY

TO ARTICLE 36.0 ORDER OF PRECEDENCE: INCORPORATE THE SOFTWARE DEPOSIT
AGREEMENT DATED 20 JANUARY 1999 AS "SCHEDULE D" AND REVISE AS FOLLOWS:

Delete             A.  Schedule A:       Specific Terms and Conditions
                   B.  Schedule B:       Statement of Work
                   C.  Schedule C:       CLIN List/Price Matrix
                   D.  Referenced Documents as "Attachments"

Substitute:        A.  Schedule A:       Specific Terms and COnditions
                   B.  Schedule B:       Statement of Work
                   C.  Schedule C:       CLIN List/Price Matrix
                   D.  Schedule D:       Software Deposit Agreement
                   E.  Referenced Documents as "Attachments"

<PAGE>

Page 3 of 3
Subj: Modification No. 13 to SAIC/ImageWare Subcontract 4500076043    [logo]

Except as provided herein, all other provisions of the original order remain
the same and in full force and effect.

In witness whereof the duly authorized representatives of Buyer and Seller
have executed this Modification as shown below.

The Seller is required to sign this document and return the original.

IMAGEWARE SOFTWARE, INC.              SCIENCE APPLICATIONS
                                      INTERNATIONAL CORPORATION

BY: /s/: S. James Miller, Jr.         BY:  /s/: Keith M. Hoffman

NAME:  S. James Miller, Jr.           NAME:  Keith M. Hoffman

TITLE:  Chmn. and CEO                 TITLE:  Regional Procurement Manager

DATE:  April 12, 1999                 DATE:  31 March 1999


<PAGE>

                              SOFTWARE DEPOSIT AGREEMENT

     This Software Deposit Agreement is made and entered into as of 20
JANUARY 1999, by and among ImageWare Software, Inc. and/or its wholly-owned
subsidiaries ("XImage") and Science Applications International Corporation
("SAIC"). XImage and SAIC are sometimes individually referred to herein as a
"Party" or collectively as "Parties."

                                       RECITALS

     A.  In 1996, SAIC entered into a contract with the City of New York
Police Department ("NYPD") pursuant to which SAIC agreed to provide certain
services and software programs to NYPD, including an Integrated Digitized
Photo Imaging Program, and to perform maintenance services with respect
thereto.

     B.  In September 1996, XImage entered into a Subcontract Agreement with
SAIC pursuant to which it agreed on behalf of SAIC to supply the Integrated
Digitized Photo Imaging Program to NYPD and to perform maintenance services
with respect thereto.

     C.  The Integrated Digitized Photo Imaging Program supplied to NYPD on
behalf of SAIC includes exploded bills of material which include manufacturer
and manufacturer part numbers, assembly drawings, inter-connect diagrams,
Software Source Code for Force-Field, other XImage software and applicable
peripheral drivers, duplication (Master) disks for all software and
documentation and process control/test plan documents, all of which are
herein referred to as the "Technical Data Package."

     D.  The Subcontract Agreement will be modified so that XImage will
deposit the Technical Data Package with SAIC so that it will be available to
SAIC in the event that XImage defaults under its contractual obligations as
defined in the Subcontract Agreement in accordance with section 27.0
"Default" or is otherwise unable to perform its contractual obligations.

     E.  This Software Deposit Agreement is created to hold the Technical
Data Package and to satisfy the obligation of XImage referred to in Recital D
above.

     Now, Therefore, the Parties agree as follows:

     1.  XImage shall transfer and deliver to, and deposit with, SAIC the
Technical Data Package, including a General List or Description of Materials
included in such Technical Data Package. XImage represents and warrants to
SAIC that such Technical Data Package consists of the current version of all
data included in the Technical Data Package. XImage further represents and
warrants to SAIC that such Technical Data Package and the General List or
Description of Materials shall be updated and kept current if and when XImage
updates any items in the Technical Data Package for the NYPD. Any time any
material that is subject to this Agreement is updated or modified by XImage,
XImage shall provide the updated version to SAIC as described in SAIC
Subcontract Agreement No. 4500076043.

                                      1

<PAGE>

     2.  XImage shall provide SAIC with a copy of the General List or
Description of Materials included in the Technical Data Package.

     3.  In the event that an update or series of updates of items included
in the Technical Data Package supersede a prior version of the Technical Data
Package in its entirety, then XImage may require SAIC to return or destroy
portions of the Technical Data Package representing such prior version(s)
provided that SAIC is able to retain a copy of all materials, including
superceded elements of the TDP, necessary to assure continuity of the
Program. SAIC agrees to protect all such outdated versions of the TDP so
retained in accordance with the procedures used to protect its own
restricted, proprietary or confidential information from release and XImage
is in no way responsible for control of superceded TDP elements. SAIC's
Technical Representative shall have the right to inspect, compile, test and
review the Technical Data Package (subject to appropriate undertakings of
confidentiality and restrictions on subsequent use or disclosure) upon
written request to XImage at any time. Such inspections and testing shall be
conducted at SAIC's offices unless XImage authorizes SAIC in writing to
permit the testing to be done at another location, such authorization to not
unreasonably be withheld.

     4.  In the event that XImage defaults under its contractual obligations
as defined in the Subcontract Agreement in accordance with section 27.0
"Default" or is otherwise unable to perform its contractual obligations, then
SAIC, upon written notification to XImage, shall have the right to use such
Technical Data Package in performing its contractual obligations to NYPD.
Such use shall not be construed as a waiver of any default in performance by
XImage, but shall solely be a mitigation of any damages suffered by SAIC by
reason of nonperformance by XImage.

     5.  SAIC represents and warrants that upon receipt of the Technical
Data Package, SAIC shall maintain the Technical Data Package in strict
confidence, shall use and disclose it only as reasonably appropriate to
exercise such Buyer rights in the Technical Data Package and shall use the
same degree of care it provides for its own data identified as restricted,
proprietary and confidential.

     6.  This Software Deposit Agreement shall terminate at the termination
of the Subcontract Agreement, or with the completion of required performance
by XImage, whichever comes later, and, upon termination or completion of
performance, SAIC shall return the Technical Data Package to XImage.

     7.  The laws of the State of California shall govern this Software
Deposit Agreement.

     8.  This Software Deposit Agreement shall be binding upon and inure to
the benefit of the successors or assigns of the Parties.

     9.  This Software Deposit Agreement may be changed only by an amendment
signed by the Parties to be bound by such amendment.

                                        2

<PAGE>


     10. Any and all notices or other communications required or permitted to be
given under any of the provisions of this Agreement shall be in writing and
shall be deemed to have been duly given when personally delivered or two days
following (a) deposit with a private courier, (b) transmission by fax (followed
by a hard copy mailed by first class mail), or (c) mailed by first class
certified mail, return receipt requested, addressed to the parties at the
addresses set forth on the Execution Page of this Software Deposit Agreement (or
at such other address as any party may specify by notice to the other parties
given as aforesaid).

     11. The following General Provision shall apply to this Agreement:

     XImage agrees to indemnify and hold SAIC harmless against any and all
losses, claims, damages, liabilities and expenses that may be incurred by SAIC
in connection with the performance of its duties under Software Deposit
Agreement except for those losses, claims, damages, liabilities and expenses
caused by the gross negligence or willful misconduct of SAIC.

     12. This Agreement may be executed in one or more counterparts, all of
which together shall be deemed an original.

     In Witness Whereof, the parties hereto, each intending to be legally bound
by this writing, have caused these Instructions to be executed the day and year
first above written.


                                  IMAGEWARE SOFTWARE, INC.


                                  By: /s/ S. James Miller
                                     -------------------------------------------
                                     S. James Miller, Jr., President

                                  10883 Thornmint
                                  San Diego, California 92127

                                  Facsimile: (619) 673-0291
                                  Confirmation: (619) 673-8600

                                  SCIENCE APPLICATIONS INTERNATIONAL CORPORATION


                                  By: /s/ Keith M. Hoffman
                                     -------------------------------------------
                                     Keith M. Hoffman, Regional Procurement Mgr.

                                  8301 Greensboro Drive
                                  McLean, Virginia 22102

                                  Contact Persons: Keith Hoffman (Contact)
                                                   Robin Briceno (Technical)

                                  Facsimile: (703) 356-0066
                                  Confirmation: (703) 556-7268



                                       3
<PAGE>

                                  [LETTERHEAD]


03 May 1999
                                           In Reply Refer
                                           to Ltr no. KMH99-028


ImageWare Software, Inc.
10883 Thornmint
San Diego, California  92127

Attention:   Ms. Carmen Errejon, Contracts Administrator

Subject:     Modification No. 14

Reference:   (a) SAIC Prime Contract: NYCPD
             (b) SAIC/ImageWare Subcontract 4500076043

Attachments: (1) Narcotics Initiative Bill of Material
             (2) Staten Island CATCH/CARS Unit Bill of Material

Ms. Errejon,

The Subcontract is Modification No. 14 is issued to reflect the following:

                          DESCRIPTION OF MODIFICATION

TO PARAGRAPH 3.0 FIRM FIXED PRICE:

The Subcontract Agreement as currently configured never accounted properly for
the Mass Print activity, effort which has been performed satisfactorily,
invoiced and paid. In order to update the Subcontract Agreement such that all
future modifications will be priced and accumulated accurately, please note the
following administrative Modification:

Delete (reference Modification No. 03 dated 07 November 1997):

<TABLE>

<S>                                <C>
Subcontract Agreement Value:       $2,389,500.00
Net Increase (Housing Authority):  $  482,200.00
Available Funds for Distribution:  $2,871,900.00

</TABLE>


<PAGE>


Page 2 of 3
Subj: Modification No. 14 to SAIC/ImageWare Subcontract 4500076043


Substitute:

<TABLE>

<S>                                <C>
(Base Contract)
Services & Deliverables:           $2,389,500.00
Housing Authority:                 $  482,400.00
Mass Print:                        $   35,000.00
Revised Ceiling Not-To-Exceed
(Excluding Maintenance):           $2,906,900.00

Maintenance:                       $  464,046.00*

</TABLE>


*Funded on a month-to-month basis in accordance with the requirements of
Subcontract Attachment 6 entitled "Maintenance" at the unit prices negotiated in
Subcontract Schedule C. This figure represents Maintenance funds paid by Buyer
to Seller through the issue date of this Modification.

NEW REQUIREMENTS

In accordance with the terms, conditions and provisions of the subject
Subcontract Agreement, this Modification No. 14 adds efforts to be provided in
support of the Staten Island CATCH/CARS Unit and the Narcotics Initiative under
the NYPD Prime Contract. Attachments (1) and (2) to this Subcontract
Modification provide the description and quantity of hardware and software to be
provided. SELLER SHALL, WITHIN 5 BUSINESS DAYS OF THE DATE OF THIS MODIFICATION,
NOTIFY BUYER AS TO THE PRECISE HARDWARE CONFIGURATION TO BE PROVIDED RESULTING
FROM ADVANCES IN TECHNOLOGY SINCE THE AWARD OF THE BASE SUBCONTRACT AND THE
DEFINITION OF SCHEDULES AND ATTACHMENTS THERETO.

Delivery Schedule: Seller shall install, test and conduct acceptance for each
site within 50 days of the date of this Modification. A site consists of one (1)
Display-Only Station and one (1) Color Printer.

Payment Term: Seller shall be paid $15,500 per site after written acceptance of
that site.

Optional Maintenance: Additional maintenance for the Staten Island CATCH/CARS
Unit and the Narcotics Initiative hardware beyond the warranty period shall be
an option exercisable within one (1) year of the date of installation. The
warranty period shall be ninety (90) days and shall commence on the day written
acceptance is received. Buyer may elect to exercise the maintenance option at
the end of the warranty term and any such option will be a written modification
to this Subcontract and subject to the terms, conditions and provisions thereto.
Monthly costs for maintenance are indicated in


<PAGE>


Page 3 of 3
Subj: Modification No. 14 to SAIC/ImageWare Subcontract 4500076043

Attachments (1) and (2).

The total price for the new requirements added under this Subcontract
Modification is $46,500.

<TABLE>

<S>                                <C>
(Base Contract)
Services & Deliverables:           $2,389,500.00
Housing Authority:                 $  482,400.00
Mass Print:                        $   35,000.00
Narcotics Initiative:              $   31,000.00
Staten Island CATCH/CARS           $   15,500.00
Revised Ceiling Not-To-Exceed
(Excluding Maintenance):           $2,953,400.00

</TABLE>

EXCEPT AS PROVIDED HEREIN, ALL PRICES, TERMS AND CONDITIONS REMAIN UNCHANGED AND
IN FULL EFFECT.

The Seller is requested to sign both enclosed documents and return one (1) to
the undersigned.

ImageWare Software, Inc.              Science Applications International Corp.

By: /s/ Wayne Wetherell               By: /s/ Keith M. Hoffman
   ---------------------                 -----------------------------
Name:   Wayne Wetherell               Name:   Keith M. Hoffman
Title:  VP & CEO                      Title:  Regional Procurement Manager
Date:   5/25/99                       Date:   03 May 1999

<PAGE>

NARCOTICS INITIATIVE -- NYPD 06-5100-35-5012-961
VENDOR: SCIENCE APPLICATION INTERNATIONAL CORPORATION

<TABLE>
<CAPTION>
                                                                                                                    MONTHLY
                                                                                                                  MAINT. UNIT
ITEM                DESCRIPTION                                 QUANTITY       UNIT PRICE       TOTAL PRICE          PRICE
----                -----------                                 --------       ----------       -----------       -----------
<S>                 <C>                                         <C>            <C>              <C>               <C>
DISPLAY-ONLY
STATION             FF2 Display-Only Station                        2            $6,500           $13,000              $65
                    -- 333 MHz Pentium Processor
                    -- 32 MByte RAM; 4.2 GByte disk
                    -- Token ring adaptor; Keyboard & Mouse
                    -- SVGA 15" color monitor
                       1024x768 display
                    -- Unix; Sybase Client SW
                    -- ForceField Display-Only SW

COLOR PRINTER       Lexmark Optra SC                                2            $9,000           $18,000              $90
                    -- Resolution 300DPI/600DPI
                    -- ForceField network printer driver
                    -- Postscript; cables
                    -- Pages/Minute; 4 color, 12 B&W
                                                                -------------------------------------------------------------
TOTALS                                                                                           $31,000
</TABLE>

                                    Page 1

<PAGE>

STATEN ISLAND CATCH/CARS UNIT -- NYPD 06-5100-35-5012-962
VENDOR: SCIENCE APPLICATION INTERNATIONAL CORPORATION

<TABLE>
<CAPTION>
                                                                                                                 MONTHLY UNIT
                                                                                                                    MAINT.
ITEM                DESCRIPTION                                 QUANTITY       UNIT PRICE       TOTAL PRICE          COST
----                -----------                                 --------       ----------       -----------       -----------
<S>                 <C>                                         <C>            <C>              <C>               <C>
DISPLAY-ONLY
STATION             FF2 Display-Only Station                        1            $6,500            $6,500              $65
                    -- 333 MHz Pentium Processor
                    -- 32 MByte RAM; 4.2 GByte disk
                    -- Token ring adaptor; Keyboard & Mouse
                    -- SVGA 15" color monitor
                       1024x768 display
                    -- Unix; Sybase Client SW
                    -- ForceField Display-Only SW

COLOR PRINTER       Lexmark Optra SC                                2            $9,000            $9,000              $90
                    -- Resolution 300DPI/600DPI
                    -- ForceField network printer driver
                    -- Postscript; cables
                    -- Pages/Minute; 4 color, 12 B&W
                                                                -------------------------------------------------------------
TOTALS                                                                                           $15,500
</TABLE>

                                    Page 1


<PAGE>
                                                                  CONFIDENTIAL

                                     [LOGO]

16 June 1999                                              In Reply Refer
                                                          to Ltr no. KMH99-038

ImageWare Software, Inc.
10883 Thornmint
San Diego, California 92127

Attention:     Ms. Carmen Errejon, Contracts Administrator

Subject:       Modification No. 16

Reference:     (a) SAIC Prime Contract: NYCPD
               (b) SAIC/ImageWare Subcontract 4500076043

Attachments:   (1) Transit Division Bill of Material
               (2) District Attorney's Office of New York Bill of Material

Ms. Errejon,

The Subcontract is Modification No. 16 is issued to reflect the following:

                          DESCRIPTION OF MODIFICATION

TO PARAGRAPH 3.0 FIRM FIXED PRICE:

<TABLE>
<S>                                         <C>
Delete:

(Base Contract)
Services & Deliverables:                    $2,389,500.00
Housing Authority:                          $  482,400.00
Mass Print:                                 $   35,000.00
Narcotics Initiative:                       $   31,000.00
State Island CATCH/CARS                     $   15,500.00
Revised Ceiling Not-To-Exceed
(Excluding Maintenance):                    $2,953,400.00
</TABLE>

<PAGE>


                                                                  CONFIDENTIAL

                                     [LOGO]
Page 2 of 3
Subj: Modification No. 16 to SAIC/ImageWare Subcontract 4500076043

Substitute

<TABLE>
<S>                                         <C>

(Base Contract)
Services & Deliverables:                    $2,389,500.00
Housing Authority:                          $  482,400.00
Mass Print:                                 $   35,000.00
Narcotics Initiative:                       $   31,000.00
State Island CATCH/CARS                     $   15,500.00
Transit Division                            $   31,000.00
District Attorney's Office                  $   15,500.00
Revised Ceiling Not-To-Exceed
(Excluding Maintenance):                    $2,999,900.00
</TABLE>

NEW REQUIREMENTS

In accordance with the terms, conditions and provisions of the subject
Subcontract Agreement, this Modification No. 16 adds efforts to be provided
in support of the Transit Division and the District Attorney's Office of New
York (DANY) under the NYPD Prime Contract. Attachments (1) and (2) to this
Subcontract Modification provide the description and quantity of hardware and
software to be provided.

Delivery Schedule: SELLER SHALL DELIVER ALL MATERIALS NO LATER THAN 29 JUNE
1999. Seller shall complete installation, testing and conduct acceptance for
each site within 50 days of the date of this Modification. A site consists of
one (1) Display-Only Station and one (1) Color Printer.

Payment Term: Seller shall be paid $15,500 per site after written acceptance
of that site.

Optional Maintenance: Additional maintenance for the Transit Authority and
the District Attorney's Office of New York (DANY) hardware beyond the
warranty period shall be an option exercisable within one (1) year of the
date of installation. The warranty period shall be ninety (90) days and shall
commence on the day written acceptance is received. Buyer may elect to
exercise the maintenance option at the end of the warranty term and any such
option will be a written modification to this Subcontract and subject to the
terms, conditions and provisions thereto. Monthly costs for maintenance are
indicated in Attachments (1) and (2).

The total price for the new requirements added under this Subcontract
Modification is $46,500.

<PAGE>


                                     [LOGO]
Page 3 of 3
Subj: Modification No. 16 to SAIC/ImageWare Subcontract 4500076043

EXCEPT AS PROVIDED HEREIN, ALL PRICES, TERMS AND CONDITIONS REMAIN UNCHANGED
AND IN FULL EFFECT.

The Seller is requested to sign both enclosed documents and return one (1)
to the undersigned.

ImageWare Software, Inc.              Science Applications International Corp.


By: /s/ [ILLEGIBLE]                   By: /s/ Keith M. Hoffman
   -----------------------------         -------------------------------------
Name:                                 Name: Keith M. Hoffman
    ----------------------------      Title: Regional Procurement Manager
Title:                                Date: 16 June 1999
      --------------------------
Date:
     ---------------------------

<PAGE>

TRANSIT DIVISION - NYPD 06-5100-35-5012-963
-------------------------------------------
VENDOR: SCIENCE APPLICATION INTERNATIONAL CORPORATION

<TABLE>
<CAPTION>

                                                                                            MONTHLY
                                                                                             MAINT.
                                                                      UNIT                    UNIT
ITEM                      DESCRIPTION                     QUANTITY   PRICE   TOTAL PRICE     PRICE
----                      -----------                     --------   -----   -----------     -----
<S>                       <C>                             <C>       <C>      <C>           <C>

DISPLAY-ONLY              FF2 Display-Only Station           2      $6,500     $13,000         $65
STATION
                          * 333 MHz Pentium Processor
                          * 32 MByte RAM; 4.2 GByte disk
                          * Token ring adaptor; Keyboard
                            & Mouse
                          * Sony 15" color monitor
                            1024x768 display
                          * Unix; Sybase Client SW
                          * ForceField Display-Only SW

COLOR PRINTER             Lexmark Optra SC                    2     $9,000     $18,000         $90
                          * Resolution 300DPI/600DPI
                          * ForceField network printer
                            driver
                          * Postscript; cables
                          * Pages/Minute:  4 color, 12 B&W
                                                              ------------------------------------
                                                              ------------------------------------
TOTALS                                                                         $31,000

</TABLE>

                                    Page 1
<PAGE>

DISTRICT ATTORNEY'S OFFICE OF NEW YORK (DANY) - NYPD 06-5100-35-5012-964
------------------------------------------------------------------------
VENDOR: SCIENCE APPLICATION INTERNATIONAL CORPORATION

<TABLE>
<CAPTION>

                                                                                            MONTHLY
                                                                                             MAINT.
                                                                      UNIT                    UNIT
ITEM                      DESCRIPTION                     QUANTITY   PRICE   TOTAL PRICE     PRICE
----                      -----------                     --------   -----   -----------     -----
<S>                       <C>                             <C>       <C>      <C>           <C>

DISPLAY-ONLY              FF2 Display-Only Station           1      $6,500      $6,500         $65
STATION
                          * 333 MHz Pentium Processor
                          * 32 MByte RAM; 4.2 GByte disk
                          * Token ring adaptor; Keyboard
                            & Mouse
                          * Sony 15" color monitor
                            1024x768 display
                          * Unix; Sybase Client SW
                          * ForceField Display-Only SW

COLOR PRINTER             Lexmark Optra SC                    1     $9,000      $9,000         $90
                          * Resolution 300DPI/600DPI
                          * ForceField network printer
                            driver
                          * Postscript; cables
                          * Pages/Minute:  4 color, 12 B&W
                                                              ------------------------------------
                                                              ------------------------------------
TOTALS                                                                         $15,500

</TABLE>

                                    Page 1
<PAGE>
                                                                  CONFIDENTIAL

                                    [LETTERHEAD]

22 June 1999
                                                          In Reply Refer
                                                          to Ltr no. KMH99-045

ImageWare Software, Inc.
10883 Thornmint
San Diego, California 92127

Attention:    Ms. Carmen Errejon, Contracts Administrator

Subject:      Modification No. 17

Reference:    (a) SAIC Prime Contract: NYCPD
              (b) SAIC/ImageWare Subcontract 4500076043

Attachments:  (1) Department of Probation Bill of Material

Ms. Errejon,

The Subcontract is Modification No. 17 is issued to reflect the following:

                         DESCRIPTION OF MODIFICATION

TO PARAGRAPH 3.0 FIRM FIXED PRICE:

Delete:

<TABLE>
<S>                                         <C>

(Base Contract)
Services & Deliverables:                    $2,389,500.00
Housing Authority:                          $  482,400.00
Mass Print:                                 $   35,000.00
Narcotics Initiative:                       $   31,000.00
Staten Island CATCH/CARS                    $   15,500.00
Transit Division                            $   31,000.00
District Attorney's Office                  $   15,500.00
Revised Ceiling Not-To-Exceed
(Excluding Maintenance):                    $2,999,900.00
</TABLE>

<PAGE>
                                                                  CONFIDENTIAL

                                                                        [LOGO]

Page 2 of 3
Subj: Modification No. 17 to SAIC/ImageWare Subcontract 4500076043

Substitute:


<TABLE>
<S>                                         <C>

(Base Contract)
Services & Deliverables:                    $2,389,500.00
Housing Authority:                          $  482,400.00
Mass Print:                                 $   35,000.00
Narcotics Initiative:                       $   31,000.00
Staten Island CATCH/CARS                    $   15,500.00
Transit Division                            $   31,000.00
District Attorney's Office                  $   15,500.00
Department of Probation:                    $   21,000.00
Revised Ceiling Not-To-Exceed
(Excluding Maintenance):                    $3,020,900.00
</TABLE>

NEW REQUIREMENTS

In accordance with the terms, conditions and provisions of the subject
Subcontract Agreement, this Modification No. 17 adds efforts to be provided
in support of the Department of Probation. Attachment (1) to this Subcontract
Modification provides the description and quantity of hardware and software
to be provided.

Delivery Schedule: SELLER SHALL DELIVER ALL MATERIALS NO LATER THAN 29 JUNE
1999. Seller shall complete installation, testing and conduct acceptance for
the site within 50 days of the date of this Modification.

Payment Term: Seller shall be paid $21,000 after written acceptance of the
site.

Optional Maintenance: Additional maintenance for the Department of Probation
hardware beyond the warranty period shall be an option exercisable within one
(1) year of the date of installation. The warranty period shall be ninety
(90) days and shall commence on the day written acceptance is received. Buyer
may elect to exercise the maintenance option at the end of the warranty term
and any such option will be a written modification to this Subcontract and
subject to the terms, conditions and provisions thereto. Monthly costs for
maintenance are indicated in Attachments (1).

The total price for the new requirements added under this Subcontract
Modification is $21,000.

<PAGE>

                                                                        [LOGO]
Page 3 of 3
Subj: Modification No. 17 to SAIC/ImageWare Subcontract 4500076043

EXCEPT AS PROVIDED HEREIN, ALL PRICES, TERMS AND CONDITIONS REMAIN UNCHANGED
AND IN FULL EFFECT.

The Seller is requested to sign both enclosed documents and return one (1)
to the undersigned.

ImageWare Software, Inc.              Science Applications International Corp.


By: /s/ [ILLEGIBLE]                   By:  /s/ Keith M. Hoffman
   -----------------------------         -------------------------------------
Name:                                 Name: Keith M. Hoffman
    ----------------------------      Title: Regional Procurement Manager
Title:                                Date: 22 June 1999
      --------------------------
Date:
     ---------------------------

<PAGE>

                                   ATTACHMENT A

DEPARTMENT OF PROBATION
-----------------------
VENDOR: SCIENCE APPLICATION INTERNATIONAL CORPORATION

<TABLE>
<CAPTION>

                                                                                            MONTHLY
                                                                                             MAINT.
                                                                      UNIT                    UNIT
ITEM                      DESCRIPTION                     QUANTITY   PRICE   TOTAL PRICE     PRICE
----                      -----------                     --------   -----   -----------     -----
<S>                       <C>                             <C>       <C>      <C>           <C>

DISPLAY-ONLY              FF2 Display-Only Station           1      $6,500      $6,500         $65
STATION
                          * 333 MHz Pentium Processor
                          * 32 MByte RAM; 4.2 GByte disk
                          * Token ring adaptor; Keyboard
                            & Mouse
                          * Sony 15" color monitor
                            1024x768 display
                          * Unix; Sybase Client SW
                          * ForceField Display-Only SW

B&W PRINTER               FF2 Lexmark Optra R + B&W Laser    1      $2,250      $2,250         $23
                          * Resolution 600/1200 DPI
                          * Postscript; cables
                          * ForceField network printer
                            driver
                          * Pages/Minute:  12

SMALL FORMAT              Mitsubishi CP 700D dye
DYE-SUB PRINTER           diffussion t                       1      $3,250      $3,250         $33
                          * Resolution 260DPI
                          * Postscript Cables
                          * FF network printer driver
                          * Pages/Minute:  2

COLOR PRINTER             Lexmark Optra SC                   1      $9,000      $9,000         $90
                          * Resolution 300DPI/600DPI
                          * ForceField network printer
                            driver
                          * Postscript; cables
                          * Pages/Minute:  4 color, 12 B&W
                                                              ------------------------------------
                                                              ------------------------------------
TOTALS                                                                         $21,000

</TABLE>
                                 Page 1

Source: OneCLE Business Contracts.