Sample Business Contracts

Compensation Continuation Agreement [Amendment No. 2] - Identix Inc. and James P. Scullion

             AMENDMENT NO. 2 TO COMPENSATION CONTINUATION AGREEMENT

        This Amendment No. 2 to Compensation Continuation Agreement is dated as
of January 29, 2002 (the "Amendment") by and between Identix Incorporated, a
Delaware corporation ("Identix" or the "Company"), and James P. Scullion
("Employee").

        WHEREAS, Identix and Employee entered into that certain Compensation
Continuation Agreement dated as of January 5, 2000, as amended August 22, 2001
(the "Agreement") and desire in accordance with Section 10(i) of the Agreement
to make certain amendments thereto:

NOW, THEREFORE, in consideration of the foregoing premises, the parties hereto
hereby agree as follows:

        1. Term of Agreement. Section 1(c) of the Agreement is hereby amended to
read in its entirety as follows:

                "(c) `Expiration Date' means January 29, 2004."

        2. Effect. Except as expressly provided in this Amendment No. 2, the
Agreement has not been amended or modified and, as amended hereby, shall remain
in full force and effect.

        3. Counterparts. This Amendment may be executed in duplicate
counterparts, each of which shall be deemed to be an original.

        IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day and year first above written.

IDENTIX INCORPORATED            EMPLOYEE



By   /s/ Robert McCashin                    By   /s/ James P. Scullion
  ---------------------------------           ----------------------------------
     Name:  Robert McCashin                      Name:  James P. Scullion
     Title: Chairman and CEO