Exhibit 10.1
UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND IT MAY NOT BE
SOLD, TRANSFERRED OF OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR ANY EXEMPTION THEREFROM UNDER SAID ACT AND SUCH
LAWS AND THE RESPECTIVE RULES AND REGULATIONS
THEREUNDER.
IMAGEWARE SYSTEMS, INC.
7.0% Convertible Note due February
14, 2009
$[_______]
November 14,
2008
FOR VALUE
RECEIVED, the undersigned ImageWare Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware
(herein called the “Company”), hereby promises to pay
to [___________], or order, the principal sum of [define
amount] ($_______) (with interest on the unpaid balance thereof at
the rate of 7.0% per annum from the date hereof), within three
months commencing on November 14, 2008. Until the
principal hereof shall have become due and payable, interest will
accrue and be added to the principal.
Payment of both
principal and interest are to be made at the address shown on the
Company’s books or at such other place as the holder hereof
shall designate to the Company in writing, in
