296Concord Road, Billerica, MA 01821 Tel: 978 ###-###-#### Fax ###-###-####

6.

At Will Employment. Your employment with the Company will be “at will,” meaning that you will not be obligated to remain employed at the Company for any specific period of time, and may cease your employment for any reason. Likewise, the Company will not be obligated to employ you for any specific period, and may terminate your employment with or without cause.

7.

Stock Options. Upon completion of the IDNX merger, you will be issued a grant of stock options and/or restricted shares commensurate with your position as deemed appropriate by the NewCo Board of Directors. Your options and restricted shares will accelerate in full upon a change in control of the Company. A “change in control” means and shall be deemed to occur if any of the following occurs: (i) any Person is or becomes the beneficial owner of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding voting securities; or (ii) individuals comprising the Incumbent Board, or individuals approved by a majority of the Incumbent Board, cease for any reason to constitute at least a majority of the Board of Directors of the Company; or (iii) approval by the stockholders of the Company of a merger or consolidation of the Company, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent more than 50% of the combined voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company in which no Person acquires more than 50% of the Company’s then outstanding voting securities; or (iv) approval by the stockholders of the Company of (A) a complete or substantial liquidation or dissolution of the Company, or (B) the sale or other disposition of all or substantially all of the assets of the Company. An underwritten public offering of common stock of the Company, including the completion of any sale of common stock pursuant to an underwriter’s over-allotment option, and any offering to employees pursuant to a registration statement on Form S-8 or other similar offering shall not be counted toward a change in control for these purposes. For purposes of the foregoing: “Incumbent Board” shall mean those individuals who comprised the Board of Directors of the Company on the date thirty days following the merger hereof; and “Person” shall have the meaning used in Sections 13(d)(3) or 14(d)(2) of the Exchange Act.

8.

Retention Bonus. In addition to your base salary and benefits, you are also eligible for a retention bonus equal to $100,000 payable to you on the second anniversary of the closing of the Identix merger, assuming you continue your employment with NewCo through that period.

9.

Miscellaneous. This agreement, along with the proprietary rights agreement described above and any stock option agreements issued to you under the Plan, sets forth the terms of your employment with the Company and upon the completion of the merger between Viisage and Identix will supersede any prior representations or agreements, whether written or oral. This agreement may not be modified or amended except by a written agreement signed by you and an authorized officer of the Company. In addition to any other remedies available to it, the Company will have the right to seek injunctive or other equitable relief to prevent any violation of this agreement. This agreement will be governed by the laws of the Commonwealth of Massachusetts, without regard to choice of law provisions. The failure of either party to exercise any right or the waiver by