IDENTIX INC
EXHIBIT 10.31
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<TYPE>EX-10.31
<SEQUENCE>12
<FILENAME>f75812ex10-31.txt
<DESCRIPTION>EXHIBIT 10.31
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[IDENTIX LOGO]

                                                                   EXHIBIT 10.31

June 21, 2000


Mr. Daniel Dellegrotti
10101 Logan Drive
Potomac, MD 20854

Dear Dan:

We are pleased to offer you a position with Identix Incorporated (the
"Company"). We believe you will fit in well as a member of the Company
management team, that you will be challenged, and that you will make valuable
contributions to the Company. This letter outlines the terms of our offer.

1.      Your initial position will be as Vice President of the Imaging Division,
        reporting to me.

2.      Your starting salary will be $7,307.70 per pay period (subject to
        customary taxes and withholdings) payable on a bi-weekly basis, which is
        equivalent to $190,000.00 per year, effective your first day of
        employment, July 17, 2000.

3.      You will receive an annual incentive based bonus compensation package of
        fifty percent (50%) of base annual salary based upon you meeting or
        exceeding defined criteria as follows:

                Seventy-five percent (75%) of bonus based on Imaging Division
                performance; four (4) Quarterly Bonuses and one (1) Annual Bonus
                -- based on Revenue and EBIT performance and certain additional
                MBOs (which shall be defined and mutually agreed within the
                first 30 days of your employment).

                Twenty-five percent (25%) of bonus based on Company performance;
                four (4) Quarterly Bonuses and one (1) Annual Bonus -- based on
                Company Revenue an EBIT performance.

4.      You will be granted a stock option to purchase 100,000 shares of Company
        Common Stock ("Common Stock") under the Company's New Employee Stock
        Option Plan ("the Plan"). The grant is subject to approval by the Board
        of Directors ("the Board"). The exercise price of the optons will be the
        closing price of the Common Stock on the American Stock Exchange on the
        date of approval by the Board. These options will be non-qualified stock
        options and will vest at the rate of 1/48th per month and are subject to
        other terms and conditions set forth in the Plan. A copy of the Plan is
        available for your review.



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Page 2
Offer Letter to Daniel Dellegrotti
June 21, 2000

5.      The Company will provide a $130,000.00 low-interest loan to compensate
        you for Lexmark stock options that you will surrender as a result of
        your departure from Lexmark. This loan will be forgiven over the period
        of your first two years of employment with the Company; fifty percent
        (50%) on your first anniversary of hire and fifty percent (50%) on your
        second anniversary of hire, with the provision that if you are
        terminated by the Company for any reason except cause before the second
        anniversary of your hire date, then the remaining balance of the loan
        would be immediately forgiven. If you terminate your employment with the
        Company during the first two years after your hire date or are
        terminated for cause, then you will repay the pro rata portion of the
        loan and interest due as of the termination date.

6.      The Company will acquire at its sole expense an annuity policy of
        sufficient value (estimated purchase price of $225,000.00) so as to
        provide for replacement of the loss of income that you would have been
        provided by Lexmark at age 55, as pension payment. The annuity will
        provide to you a dollar amount of $2,750.00 per month for life,
        beginning at your birthday, at age 55. The annuity shall vest to you in
        three equal parts over the first three (3) years of your employment with
        the Company at the rate of one third per year on each anniversary of
        your hire date. If you are terminated by the Company for any reason
        except for cause prior to the third anniversary of your hire, the
        remaining portion of the annuity shall vest to you immediately upon your
        termination. If you terminate your employment with the Company during
        the first three years after your hire date or are terminated for cause,
        then the unvested portion of the annuity will revert back to the
        Company.

7.      The Company will reimburse you for actual costs for moving your
        furniture, household goods, two automobiles, and personal effects from
        the Washington, DC area to the San Francisco Bay Area. The Company will
        require that you submit a minimum of two bids from moving companies. The
        bids must be submitted to the Company for approval prior to signing a
        moving contract. The Company will provide a referral to a United Van
        Line agency, if you wish.

8.      The Company will reimburse you for your real estate brokerage fees on
        the sale of your existing home in Potomac, MD to a maximum of 6% of the
        estimated sale price of your home (estimated sale price of $650,000.00)
        and one percent (1%) closing costs. The Company will pay for two house
        hunting trips for you and your spouse for up to a total of eight (8)
        days. The Company will also pay for normal and customary costs
        associated with the acquisition of a primary residence in the San
        Francisco Bay Area -- including inspection and other fees, except not
        for points for the related real estate loan.

9.      The Company will pay for one one-way airfare for each of your family
        members to relocate to the San Francisco Bay Area. The Company will
        provide for a furnished "executive" apartment for up to three (3) months
        and subsequently will pay you a $2,500.00 per month living allowance for
        nine (9) months thereafter.



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Page 3
Offer Letter to Daniel Dellegrotti
June 21, 2000

10.     You may choose to participate in other Company benefits commencing with
        your hire. Medical insurance selections include Blue Cross or Kaiser and
        dental and vision insurance as provided through Blue Cross of
        California. These coverages are provided at a minimal cost to the
        employee. Your insurance coverage will be effective the first day of the
        month following your first day of employment You will be entitled to
        three weeks paid vacation per year on an accrual basis.

11.     Employment with the Company is not for a specified term and is at the
        mutual consent of the employee and the Company. Accordingly, by signing
        below, it is agreed that either you or the Company can terminate the
        employment relationship at will, with or without cause, at any time
        except as specifically agreed to in writing to the contrary. This is a
        complete and integrated agreement and supersedes all prior agreements
        regarding your employment status and the grounds for termination, and it
        can only be amended in writing signed by you and by an authorized
        Company officer.

12.     In compliance with Federal immigration laws, please bring with you on
        your start date documentation proving identity, such as a driver's
        license, passport, etc., and right to work such as a social security
        card, green card, etc.

13.     This offer and your employment with the Company are contingent on the
        Company's receipt of acceptable responses to criminal, DMV, employment
        and education background checks. Accordingly, you should not take any
        action based on this contingent employment offer until the Company
        notifies you that this contingency has been satisfied.

14.     Attached are the Identix Proprietary Agreement and Application for
        Employment. If you wish to accept this offer, you should sign and return
        the Agreement and Application with the signed and dated acceptance of
        this letter.

15.     Also attached is a Separation Agreement - Summary of Indicative Terms.
        This will govern the terms of your separation from the Company, should
        that occur.

Dan, we firmly believe that these are exciting times for the Company. We look
forward to your significant contributions. If you have any questions, please let
me know.

Sincerely,

/s/ JAMES P. SCULLION
James P. Scullion
President                       /s/ DANIEL H. DELLEGOTTI
                                ------------------------        ----------------
                                             Accepted                    Date



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