The Morphbank (http://morphbank.net) research project has created a repository for images that adds significant value to stored images by managing complex metadata, organizing images for searching, and allowing users’ comments and annotations to be directly linked to images and metadata. Morphbank has more than 1 terabyte of images covering a broad spectrum of life. It has hundreds of users and images from a variety of collections. It has user interfaces that allow users to identify new taxa, characters and matrices, and ad hoc collections of images and other objects. The productive and dedicated Research and Development team has helped hundreds of researchers organize and use their images. The primary Morphbank site includes the images, the database with all of the metadata, and the Web servers. Each mirror site holds some of the image files, and each image file is stored in more than one mirror site. As the number of images and amount of metadata grows, the burden of storage must be shared among the organizations that submit and use the information. A fully distributed system would consist of multiple sites, each with Web server, database, and image store. These sites would share responsibility for metadata and images. Communication between sites would use globally unique ids (GUIDs) for objects and maintain consistency of information. In future, image and metadata repositories must be better able to communicate. For example, sharing of information between the Morphbank system and the Encyclopedia of Life (EOL) information systems is necessary so that images in Morphbank can illustrate concepts in the EOL, and vice versa. A user of an EOL Web page should be able to see images stored in Morphbank or other image repositories. Users of Morphbank should be able to find the EOL information associated with the images, specimens, taxa, and localities that they find. At present, many Morphbank Web pages contain references to GenBank and other systems and vice versa, but those references have been created by users, not through any automation or standards for referencing and data interchange. Shared ontologies must provide common language to facilitate these connections. Morphbank is evolving into a collection of standard data exchange formats, application programming interfaces, server software, and client software that can be installed at any site. The Web and database activity of any individual site will not exceed the capabilities of off-the-shelf server technology. The long term success of biological image and metadata repositories must occur through fully distributed systems that can freely find and share information in standard formats and must take advantage of emerging standards for information interchange, including Darwin Core, ABCD, the TDWG Species Profile Model, Web 2.0, RDF, LSID, and the W3C image annotation standard. The TDWG community must find ways to make these initiatives work for us. The presentation will give examples of current and planned interoperability between Morphbank and other data repositories. Emphasis will be placed on how ontologies can create reliable search criteria for biodiversity information.