MILBERG WEISS BERSHAD
HYNES & LERACH LLP
WILLIAM S. LERACH (68581)
KEITH F. PARK (54275)
600 West Broadway, Suite 1800
San Diego, CA 92101
Telephone: 619/231-1058
     - and -
REED R. KATHREIN (139304)
JEFFREY W. LAWRENCE (166806)
222 Kearny Street, 10th Floor
San Francisco, CA 94108
Telephone: 415/288-4545

HAGENS & BERMAN
STEVE W. BERMAN
KARL P. BARTH
1301 Fifth Avenue
Suite 2929
Seattle, WA 98101
Telephone: 206/623-7292

LAW OFFICE OF MILES M.
TEPPER
MILES M. TEPPER
200 Executive Drive, Suite 100
West Orange, NJ 07052
Telephone: 973/243-6700

KAUFMAN, MALCHMAN, KIRBY
& SQUIRE, LLP
JEFFREY H. SQUIRE
919 Third Avenue, 11th Floor
New York, NY 10022
Telephone: 212/371-6600

Attorneys for Plaintiffs

This Stipulation of Settlement, dated as of December 15, 1997 (the "Stipulation"), is made and entered into by and among the following Parties (as defined further in §IV hereof) to the above-entitled action: (i) Representative Plaintiffs (on behalf of themselves and each of the other Settlement Class Members), by and through their counsel of record; and (ii) Defendants, by and through their counsel of record. The Stipulation is intended by the Settling Parties to fully, finally and forever resolve, discharge and settle the Released Claims (as defined herein), upon and subject to the terms and conditions hereof.

I. THE LITIGATION

On October 8, 1996, James P. Rooney, Jr., On Behalf of Himself and All Others Similarly Situated v. Identix, Inc., Randall C. Fowler and James P. Scullion, (C-96-3637) was filed in the United States District Court for the Northern District of California (the "Litigation"). The Litigation alleged violations of Sections 10(b) and 20(a) of the Securities and Exchange Act of 1934 (the "Exchange Act") and Rule 10b-5 promulgated thereunder, on behalf of all persons who purchased or otherwise acquired the common stock of Identix, Inc. ("Identix") between January 31, 1996 and August 26, 1996 (the "Class Period"), excluding the Defendants, members of their families and any entity in which a Defendant has an interest (the "Class").

In the Litigation, Representative Plaintiffs alleged that Identix misrepresented its financial condition during the Class Period, and its revenues for the second and third fiscal quarters of 1996. According to the allegations, as a result of improper revenue recognition in violation of Generally Accepted Accounting Principles ("GAAP"), the second and third quarter 1996 revenues and net income had to be restated and these misrepresentations caused artificial inflation of the price of Identix common stock.

A. Discovery, Investigation And Research

Representative Plaintiffs' Counsel have conducted a thorough investigation into the facts and circumstances relevant to the allegations in the Litigation, and have researched the law applicable to the claims asserted against the Defendants and the potential defenses thereto.

Under the provisions of the Private Securities Litigation Reform Act of 1995 and the Local Rules for the Northern District of California, Representative Plaintiffs' Counsel were precluded from conducting any formal discovery in the litigation. Notwithstanding the stay of formal discovery, Representative Plaintiffs' Counsel's investigation included review of Identix's Securities and Exchange Commission ("SEC") filings, securities analyst's reports and advisories about Identix, press releases issued by Identix, media reports about Identix and discussions with consultants and others familiar with Identix's business and operations. Furthermore, pursuant to negotiated agreement, Representative Plaintiffs' Counsel conducted informal discovery including review of thousands of pages of Identix's internal documents, including sales, financial and accounting documents, and conducted informal depositions of the Individual Defendants.

B. Pretrial Proceedings

On or about November 14, 1996, Defendants filed a motion for intradistrict transfer from San Francisco to San Jose. On November 23, 1996, Plaintiffs filed their non-opposition to the transfer. On January 16, 1997, the Litigation was transferred to the San Jose Division and assigned Case No. C-97-20082-RMW.

On December 13, 1996, Plaintiffs filed their Motion to Appoint Lead Plaintiffs Pursuant to Section 21D(a)(3)(B) of the Securities Exchange Act of 1934 and for Appointment of Plaintiffs' Lead Counsel. On September 26, 1997, Defendants filed a non-opposition to the motion. By Order filed December 2, 1997 the Court appointed James P. Rooney; David and Virginia Walter; The Alexis Levine Trust; The Jacob K. Levine Trust; and Robert P. and Mary Ellen Doyle as Lead Plaintiffs and Milberg Weiss Bershad Hynes & Lerach LLP, Hagens & Berman, Law Office of Miles M. Tepper and Kaufman Malchman Kirby & Squire, LLP as Plaintiffs' Co-Lead Counsel.

II. DEFENDANTS' STATEMENT AND DENIALS OF WRONGDOING AND LIABILITY

Defendants have denied and continue to deny each and all of the claims and contentions alleged by the Representative Plaintiffs in the Litigation. Defendants also have denied and continue to deny, inter alia, the allegations that the Representative Plaintiffs or other Members of the Settlement Class have suffered any damages. Nonetheless, Defendants have concluded that further conduct of the Litigation would be protracted and expensive, and that it is desirable that the Litigation be fully and finally settled in the manner and upon the terms and conditions set forth in this Stipulation. Defendants also have taken into account the uncertainty and risks inherent in any litigation, especially in complex cases like the Litigation. Defendants have, therefore, determined that it is desirable and beneficial to them that the Litigation be settled in the manner and upon the terms and conditions set forth in this Stipulation.

III. CLAIMS OF THE REPRESENTATIVE PLAINTIFFS AND BENEFITS OF SETTLEMENT

The Representative Plaintiffs believe the claims asserted in the Litigation have merit and that the evidence developed to date supports the claims asserted. However, Representative Plaintiffs' Counsel recognize and acknowledge the uncertainty of prevailing on their claims due to the defenses that have been or could be asserted by Defendants. These include, among other things, whether Defendants ever issued any false or misleading statements; whether any statements, if false or misleading, were material; whether any Defendant acted with scienter; and whether the Representative Plaintiffs or any Settlement Class Member suffered any loss as a result of any alleged action or statement by any of the Defendants. Further considerations supporting the decision to enter into the settlement described herein were the expense and length of continued proceedings necessary to prosecute the Litigation against Defendants through trial and through appeals. Based on these considerations, among others, Representative Plaintiffs' Counsel believe that the settlement set forth in the Stipulation confers substantial benefits upon the Representative Plaintiffs and the other Members of the Settlement Class and is in the best interests of the Representative Plaintiffs and the other Members of the Settlement Class.

IV. TERMS OF STIPULATION AND AGREEMENT OF SETTLEMENT

NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and among Representative Plaintiffs for themselves and on behalf of the other Settlement Class Members, and Defendants, by and through their respective counsel or attorneys of record, that, subject to the approval of the Court, the Litigation and the Released Claims shall be finally and fully compromised, settled and released, and the Litigation shall be dismissed with prejudice, as to the Defendants, upon and subject to the terms and conditions of the Stipulation, as follows:

1. Definitions

As used in the Stipulation, the following terms have the meanings specified below:

1.1 "Authorized Claimant" means any Settlement Class Member whose claim for recovery has been allowed pursuant to the terms of the Stipulation and the Plan of Allocation.

1.2 "Claimant" means any Settlement Class Member who files a Proof of Claim in such form and manner, and within such time, as the Court shall prescribe.

1.3 "Claims Administrator" means the firm of Gilardi & Co., P.O. Box 5100, Larkspur, CA 94977-5100.

1.4 "Defendants" means Identix, Randall C. Fowler and James P. Scullion.

1.5 "Effective Date" means the first date by which all of the events and conditions specified in ¶8.1 of the Stipulation have been met or have occurred.

1.6 "Escrow Agent" means Milberg Weiss Bershad Hynes & Lerach LLP or its successor.

1.7 "Final" means when the last of the following with respect to the Judgment approving the Stipulation, substantially in the form of Exhibit B hereto, shall occur: (i) the expiration of three (3) business days after the time to file a motion to alter or amend the Judgment under Fed. R. Civ. P. 59(e) has passed without any such motion having been filed; (ii) the expiration of three (3) business days after the time in which to appeal the Judgment has passed without any appeal having been taken (which date shall be deemed to be thirty-three (33) days following the entry of the Judgment, unless the date to take such an appeal shall have been extended by Court order or otherwise, or unless the 33rd day falls on a weekend or a Court holiday (in which case the date for purposes of this Stipulation shall be deemed to be the next business day after such 33rd day); and (iii) if such motion to alter or amend is filed or if an appeal is taken, three (3) business days after the determination of that motion or appeal by the highest court to which such motion or appeal may be taken in such a manner as to permit the consummation of the settlement substantially in accordance with the terms and conditions of this Stipulation. For purposes of this paragraph, an "appeal" shall include any petition for a writ of certiorari or other writ that may be filed in connection with approval or disapproval of this settlement, but shall not include any appeal which concerns only the issue of attorneys' fees and reimbursement of costs and disbursements awarded to Representative Plaintiffs' Counsel or any Plan of Allocation of the Settlement Fund, as hereinafter defined.

1.8 "Identix" means Identix, Inc. or any of its predecessors, successors, parents, subsidiaries, divisions, officers, directors or employees.

1.9 "Individual Defendants" means each of the Defendants excluding Identix.

1.10 "Judgment" means the Final Judgment and Order of Dismissal to be rendered by the Court, substantially in the form attached hereto as Exhibit B.

1.11 "Notice Order" means the Order preliminarily approving the settlement provided for in ¶4.1.

1.12 "Parties" means, collectively, each of the Defendants, and the Representative Plaintiffs on behalf of themselves and the other Members of the Settlement Class.

1.13 "Person" means a natural person, individual, corporation, partnership, limited partnership, association, joint venture, joint stock company, estate, legal representative, trust, unincorporated association, government or any political subdivision or agency thereof, and any business or legal entity and their spouses, heirs, executors, administrators, predecessors, successors, representatives, or assignees.

1.14 "Plaintiffs' Settlement Counsel" means Co-Lead Counsel, Milberg Weiss Bershad Hynes & Lerach LLP, 600 W. Broadway, Suite 1800, San Diego, CA 92101, Telephone: 619/231-1058; Hagens & Berman, 1301 Fifth Avenue, Suite 2929, Seattle, WA 98101, Telephone: 206/623-7292; Law Office Of Miles M. Tepper, 200 Executive Drive, Suite 100, West Orange, NJ 07052, Telephone: 973/243-6700; and Kaufman, Malchman, Kirby & Squire, LLP, 919 Third Avenue, 11th Floor, New York, NY 10022, Telephone: 212/371-6600.

1.15 "Plan of Allocation" means a plan or formula of allocation of the Settlement Fund which shall be described in the "Notice of Proposed Settlement of Class Action" and Settlement Hearing" to be sent to Settlement Class Members in connection with the settlement whereby the Settlement Fund shall be distributed to Authorized Claimants after payment of expenses of notice and administration of the settlement, any taxes, penalties or interest or tax preparation fees owed by the Settlement Fund, and such attorneys' fees, costs, expenses and interest as may be awarded by the Court. The Plan of Allocation is not part of the Stipulation.

1.16 "Preliminary Approval" means the day on which the Court signs the Notice Order preliminarily approving the settlement substantially in the form attached hereto as Exhibit A.

1.17 "Related Parties" means each of any Defendant's past, present or future directors, officers, employees, partnerships and partners, principals, agents, controlling shareholders, any entity in which any Defendant and/or any member(s) of that Defendant's immediate family has or have a controlling interest, attorneys, accountants, auditors, banks, investment banks or investment bankers, advisors, personal or legal representatives, primary directors' and officers' liability insurer, and reinsurers, predecessors, successors, parents, subsidiaries, divisions, joint ventures and joint venturers, assigns, spouses, heirs, executors, administrators, associates, related or affiliated entities, any members of an Individual Defendant's immediate family, or any trust of which any Defendant is the settlor or which is for the benefit of any Individual Defendant and/or member(s) of his or her family.

1.18 "Released Claims" means the "Released Class Claims" and "Unknown Claims" as defined herein.

1.19 "Released Class Claims" means any and all claims, actions, demands, rights, liabilities, and causes of action of every nature and description whatsoever, known or unknown, asserted or that could or might have been asserted in any pleading or amended pleading by the Representative Plaintiffs, or by any of the other Settlement Class Members, or any of them, based upon, arising from, or in any way related to both the purchase of Identix common stock by the Representative Plaintiffs or the other Settlement Class Members during the Settlement Class Period and the facts, transactions, events, occurrences, disclosures, statements, acts or omissions or failures to act which were or could or might have been alleged in the Litigation or any claim that the Defendants improperly defended or settled the Litigation; provided however, that this release shall not in any way impair or restrict the rights of the Settling Parties to enforce the terms of the settlement as set forth in this Stipulation.

1.20 "Released Persons" means each and all of the Defendants, and their respective Related Parties.

1.21 "Representative Plaintiffs" or "Plaintiffs" means Court-appointed Lead Plaintiffs James P. Rooney; David and Virginia Walter; The Alexis Levine Trust; The Jacob K. Levine Trust; and Robert P. and Mary Ellen Doyle.

1.22 "Representative Plaintiffs' Counsel" means Milberg Weiss Bershad Hynes & Lerach LLP, The Law Office of Miles M. Tepper, Hagens & Berman and Kaufman Malchman Kirby & Squire, LLP.

1.23 "Settlement Class" means all Persons (except Defendants, officers and directors of Identix during the Settlement Class Period, members of the immediate family of any Individual Defendant, any entity in which any Defendant has a controlling interest, and the legal representatives, heirs, successors or assigns of any such excluded party) who purchased Identix common stock during the Settlement Class Period, excluding those Persons who timely and validly request exclusion from the Settlement Class pursuant to the "Notice of Pendency and Settlement of Class Action" to be sent to the Settlement Class substantially in the form of Exhibit A-1 hereto.

1.24 "Settlement Class Member" or "Member of the Settlement Class" means a Person who falls within the definition of the Settlement Class as set forth in ¶1.23 of the Stipulation.

1.25 "Settlement Class Period" or "Class Period" means the period from January 31, 1996 through August 26, 1996, inclusive.

1.26 "Settlement Fund" means the principal amount of Three Million Dollars ($3.0 million) together with any interest accrued while in escrow or as provided by ¶2.1 of this Stipulation.

1.27 "Settlement Hearing" means the hearing to determine whether the proposed settlement of the Litigation should be approved as fair, reasonable and adequate; whether the proposed Plan of Allocation of the Net Settlement Fund should be approved; and whether the application of Representative Plaintiffs' Counsel for attorneys' fees, costs and expenses should be approved.

1.28 "Settling Parties" means, collectively, each of the Defendants, and the Representative Plaintiffs on behalf of themselves and each of the Settlement Class Members.

1.29 "Unknown Claims" means any Released Class Claims which any Representative Plaintiff or any other Settlement Class Member (collectively "Releasors") does not know or suspect to exist in his, her or its favor at the time of the release of the Released Persons which, if known by him, her or it, might have affected his, her or its settlement with and release of the Released Persons, or might have affected his, her or its decision not to object to this settlement or not to exclude himself, herself, or itself from the Settlement Class. With respect to any and all Released Class Claims against the Released Persons, the Settling Parties stipulate and agree that, upon the Effective Date, the Representative Plaintiffs shall expressly, and the other Settlement Class Members shall be deemed to have, and by operation of the Judgment shall have, expressly waived and relinquished, to the fullest extent permitted by law, the provisions, rights, and benefits of §1542 of the California Civil Code, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

With respect to any and all Released Class Claims against the Released Persons, each of the Representative Plaintiffs shall expressly and the other Settlement Class Members shall be deemed to have, and upon the Effective Date and by operation of the Judgment shall have, waived any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, or of international or foreign law, which is similar, comparable or equivalent to §1542 of the California Civil Code. Each of the Representative Plaintiffs and the other Settlement Class Members may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the Released Class Claims, but hereby stipulate and agree that each Representative Plaintiff does, and each other Settlement Class Member shall be deemed to, upon the Effective Date and by operation of the Judgment shall have, fully, finally, and forever settled and released any and all Released Class Claims against the Released Persons, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts. Each of the Representative Plaintiffs acknowledges, and each of the other Settlement Class Members are deemed to have acknowledged, that the foregoing waiver was bargained for and a key element of the settlement of which this release is a part.

2. Establishment And Maintenance Of The Settlement Fund

2.1 Defendants and/or the applicable director and officers' insurer shall pay or shall cause to be paid Three Million Dollars ($3.0 million) into an interest bearing escrow account maintained by Defendants' counsel on or before January 6, 1998. If $3.0 million is not paid into said escrow account on or before January 6, 1998, Representative Plaintiffs' Counsel shall have the sole option to withdraw from the settlement or require payment of interest at the 90-day treasury bill rate on January 6, 1998 on any portion of the $3.0 million not paid into said escrow account by January 6, 1998, from January 6, 1998 to the date that portion of the Settlement Fund plus interest owed is deposited into said escrow account.

2.2 The payment described in ¶2.1 is the only payment Defendants shall make or cause to be made in connection with the settlement of the Released Claims.

2.3 The Settlement Fund shall be transferred to the Escrow Agent on the later of January 6, 1998 or within eight days of notice in writing of the Court's preliminary approval of the settlement.

3. Administration Of The Settlement Fund

a. The Escrow Agent

3.1 The Escrow Agent shall invest the Settlement Fund in instruments backed by the full faith and credit of the United States Government or fully insured by the United States Government or an agency thereof and shall reinvest the proceeds of these instruments as they mature in similar instruments at the then- current market rates.

3.2 The Escrow Agent shall not disburse the Settlement Fund except as provided for in the Stipulation, or by an Order of the Court, or with the written agreement of counsel for Defendants and Plaintiffs' Settlement Counsel.

3.3 The Escrow Agent is authorized to execute such transactions on behalf of the Settlement Class Members as are consistent with the terms of the Stipulation.

3.4 All funds held by the Escrow Agent shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to the Stipulation, the Plan of Allocation and/or further order(s) of the Court.

3.5 Within ten (10) days after the transfer of the Settlement Fund or a portion thereof to the Escrow Agent, the Escrow Agent may establish a "Notice and Administration Fund," and $50,000 may be transferred from the Settlement Fund to it. The Notice and Administration Fund may be used by Plaintiffs' Settlement Counsel to pay costs and expenses reasonably and actually incurred in connection with providing notice to the Settlement Class, locating Settlement Class Members, assisting with the filing of claims, administering and distributing the Settlement Fund to the Members of the Settlement Class, processing Proof of Claim and Release forms and paying escrow fees and costs, if any. The Notice and Administration Fund may also be invested and earn interest as provided for in ¶3.1 of this Stipulation.

3.6 On the Effective Date, any balance (including interest) then remaining in the Notice and Administration Fund, less expenses incurred but not yet paid, shall be transferred by the Escrow Agent to, and deposited and credited as part of, the Settlement Fund to be applied as set forth in ¶6.2 below. Thereafter, Plaintiffs' Settlement Counsel shall have the right to use such portions of the Settlement Fund as are, in their exercise of reasonable judgment, necessary to carry out the purposes set forth in ¶3.5.

b. Taxes

3.7 (a) The Parties and the Escrow Agent agree to treat the Settlement Fund as being at all times a "qualified settlement fund" within the meaning of Treas. Reg. §1.468B-1. In addition, the Escrow Agent and, as required, the Defendants contributing any settlement consideration shall jointly and timely make the "relation-back election" (as defined in Treas. Reg. §1.468B-1) back to the earliest permitted date. Such election shall be made in compliance with the procedures and requirements contained in such regulations. It shall be the responsibility of the Escrow Agent to timely and properly prepare and deliver the necessary documentation for signature by all necessary parties, and thereunder to cause the appropriate filing to occur.

(b) For the purposes of §468B of the Internal Revenue Code of 1986, and Treas. Reg. §1.468B, the "administrator" shall be the Escrow Agent. The Escrow Agent shall timely and properly file all informational and other tax returns necessary or advisable with respect to the Settlement Fund (including without limitation the returns described in Treas. Reg. §1.468B-2(l)). Such returns (as well as the election described in ¶3.7(a)) shall be consistent with this ¶3.7 and in all events shall reflect that all taxes (including any estimated taxes, interest or penalties) on the income earned by the Settlement Fund shall be paid out of the Settlement Fund as provided in ¶3.7(c) hereof.

(c) All (i) taxes (including any estimated taxes, interest or penalties) arising with respect to the income earned by the Settlement Fund and the Notice and Administration Fund ("Taxes"); and (ii) expenses and costs incurred in connection with the operation and implementation of this ¶3.7 (including, without limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or failing to file) the returns described in this ¶3.7) ("Tax Expenses"), shall be paid out of the Settlement Fund; in all events the Defendants shall have no liability or responsibility for the Taxes, the Tax Expenses, or the filing of any tax returns or other documents with the Internal Revenue Service or any other state or local taxing authority. The Escrow Agent shall indemnify and hold Defendants harmless for Taxes and Tax Expenses (including, without limitation, Taxes payable by reason of any such indemnification). Further, Taxes and Tax Expenses shall be treated as, and considered to be, a cost of administration of the settlement and shall be timely paid by the Escrow Agent out of the Settlement Fund without prior order from the Court, and the Escrow Agent shall be obligated (notwithstanding anything herein to the contrary) to withhold from distribution to Authorized Claimants any funds necessary to pay such amounts (as well as any amounts that may be required to be withheld under Treas. Reg. §1.468B-2(1)-(2)); the Defendants are not responsible and shall have no liability therefor, or for any reporting requirements that may relate thereto. The Settling Parties hereto agree to cooperate with the Escrow Agent, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions of this ¶3.7.

c. Termination

3.8 In the event that the Stipulation is not approved, or is terminated, canceled, or fails to become effective for any reason, the Settlement Fund (including accrued interest) and the funds in the Notice and Administration Fund (described in ¶3.5 above), less expenses actually incurred or due and owing in connection with the settlement provided for herein, shall be refunded to Defendants as provided in ¶8.6 below.

d. Warranties

3.9 Each Defendant warrants as to himself, herself or itself, that, as to the payments made by or on his, her or its behalf, required by this Stipulation, at the time of such payment that the Defendant made or caused to be made pursuant to ¶2.1 above, he, she or it was not insolvent nor did or will the payment required to be made by this Stipulation render such Defendant insolvent within the meaning of and/or for the purposes of United States Bankruptcy Code §101 and/or §547. This warranty is made by each such Defendant and not by such Defendant's counsel.

3.10 If a case is commenced with respect to any Defendant under Title 11 of the United States Code (Bankruptcy), or a trustee, receiver or conservator is appointed under any similar law, and in the event of the entry of a final order of a court of competent jurisdiction determining the transfer of the Settlement Fund, or any portion thereof, by or on behalf of such Defendant to be a preference, voidable transfer, fraudulent conveyance or similar transaction, then, as to such Defendant only, the releases given and Judgment entered in favor of such Defendant pursuant to this Stipulation shall be null and void.

4. Notice Order and Settlement Hearing

4.1 Promptly after execution of the Stipulation, the Parties shall submit the Stipulation together with its Exhibits to the Court and shall jointly apply for entry of an order (the "Notice Order"), substantially in the form of Exhibit A hereto, requesting Preliminary Approval of the settlement set forth in the Stipulation, and approval for the mailing and publication of a Notice of Settlement of Class Action and Settlement Hearing (which shall include the general terms of the settlement set forth in the Stipulation, the proposed Plan of Allocation, the general terms of the Fee and Expense Application (as defined in ¶7.1) and the date of the Settlement Hearing (as defined below in ¶4.2)).

4.2 The Parties shall request that, after notice is given, the Court hold a hearing (the "Settlement Hearing") and finally approve this settlement as set forth herein. At or after the Settlement Hearing, Plaintiffs' Settlement Counsel also will request that the Court approve the proposed Plan of Allocation and the Fee and Expense Application.

5. Releases

5.1 Upon the Effective Date, the Representative Plaintiffs and Representative Plaintiffs' Counsel on their own behalf and on behalf of all other Settlement Class Members shall, and by operation of the Judgment shall, fully, finally, and forever release, relinquish and discharge all Released Claims against each and all of the Released Persons, whether or not such Settlement Class Member executes and delivers the Proof of Claim and Release.

5.2 Upon the Effective Date, each of the Defendants and their respective counsel shall, and by operation of the Judgment shall, fully, finally, and forever release, relinquish and discharge each and all of the Representative Plaintiffs, the other Settlement Class Members, and counsel to the Representative Plaintiffs from all claims (whether or not known or suspected) arising out of, relating to, or in connection with the institution, prosecution, assertion or resolution of the Litigation or the Released Claims.

5.3 Only those Settlement Class Members filing valid and timely Proofs of Claim and Release shall be entitled to participate in the Settlement and receive a distribution from the Settlement Fund. The Proof of Claim and Release to be executed by the Settlement Class Members shall release all Released Claims against the Released Persons, and shall be in the form contained in Exhibit A-2 hereto. All Settlement Class Members shall be bound by the releases set forth in this ¶5 whether or not they submit a valid and timely Proof of Claim and Release.

6. Administration And Calculation Of Claims, Final Awards And Supervision And Distribution Of Settlement Fund

6.1 Plaintiffs' Settlement Counsel, or their authorized agents, acting on behalf of the Settlement Class shall administer and calculate the claims submitted by Settlement Class Members and shall oversee distribution of that portion of the Settlement Fund which is finally awarded by the Court to the Settlement Class Members. Defendants shall have no role in or responsibility for the review or evaluation of Proof of Claim and Release forms. This is not a claims-made settlement and, if all conditions under the Stipulation are satisfied and the settlement becomes Final, no portion of the Settlement Fund will be returned to any Defendant.

6.2 The Settlement Fund shall be applied as follows:

(a) To pay all unpaid costs and expenses reasonably and actually incurred in connection with providing Notice including, locating Settlement Class Members, assisting with the filing of claims, administering and distributing the Settlement Fund to the Settlement Class Members, processing Proofs of Claim and Release and paying escrow fees and costs, if any;

(b) To pay Taxes and Tax Expenses;

(c) To pay counsel to the Representative Plaintiffs attorneys' fees, expenses and costs, with interest thereon (the "Fee and Expense Award"), if and to the extent allowed by the Court; and

(d) To distribute the balance of the Settlement Fund (the "Net Settlement Fund") to Authorized Claimants as allowed by the Stipulation, the Plan of Allocation and the Court.

6.3 After the Effective Date and subject to such further approval and further order(s) of the Court as may be required, the Net Settlement Fund shall be distributed to Settlement Class Members who submit valid, timely filed Proof of Claim and Release forms ("Authorized Claimants"), subject to and in accordance with the following:

(a) Within ninety (90) days after the mailing of the Notice or such other time as may be set by the Court, each Person claiming to be an Authorized Claimant shall be required to submit to the Claims Administrator a separate completed Proof of Claim and Release in the form of Exhibit A-2 hereto, signed under penalty of perjury and supported by such documents as are specified in the Proof of Claim and Release and as are reasonably available to the Authorized Claimant.

(b) Except as otherwise ordered by the Court, all Settlement Class Members who fail to timely submit valid Proof of Claim and Release forms within such period, or such other period as may be ordered by the Court, shall be forever barred from receiving any payments pursuant to the Stipulation and the settlement set forth herein, but will in all other respects be subject to and bound by the provisions of the Stipulation, the settlement and releases contained herein, and the Judgment.

(c) The Net Settlement Fund shall be distributed to the Authorized Claimants in accordance with and subject to the Plan of Allocation to be described in the Notice mailed to Settlement Class Members. The proposed Plan of Allocation shall not be a part of the Stipulation.

6.4 The Defendants shall not have any responsibility for, interest in, or liability whatsoever with respect to the investment or distribution of the Settlement Fund, the Plan of Allocation, the determination or administration of Taxes, or any losses incurred in connection therewith. No Person shall have any claim of any kind against Defendants, or their counsel, or their primary director and officer liability insurer and reinsurers with respect to the matters set forth in this paragraph; and the Settlement Class Members and Representative Plaintiffs' Counsel release Defendants from any and all liability and claims arising from or with respect to the investment or distribution of the Settlement Fund.

6.5 No Person shall have any claim against Plaintiffs' Settlement Counsel or the Claims Administrator, or other agent designated by Plaintiffs' Settlement Counsel, or Defendants or their counsel, based on distributions made substantially in accordance with the Stipulation and the settlement contained herein, the Plan of Allocation, or further orders of the Court.

6.6 It is understood and agreed by the Settling Parties that any proposed Plan of Allocation of the Net Settlement Fund, including, without limitation, the calculation of an Authorized Claimant's claim, as set forth therein, is not a part of the Stipulation and is to be considered by the Court separately from the Court's consideration of the fairness, reasonableness and adequacy of the settlement set forth in the Stipulation, and any order or proceeding relating to the Plan of Allocation shall not operate to terminate or cancel the Stipulation or affect or delay the finality of the Court's Judgment approving the Stipulation and the settlement set forth herein, or any other orders entered pursuant to the Stipulation.

7. Representative Plaintiffs' Counsel's Attorneys' Fees And Reimbursement Of Expenses

7.1 The Representative Plaintiffs or their counsel may submit an application or applications (the "Fee and Expense Application") for distributions to them from the Settlement Fund for: (i) an award of attorneys' fees as set forth in the Notice; plus (ii) reimbursement of expenses and costs, including the fees of any experts or consultants incurred in connection with prosecuting the Litigation, plus interest on such attorneys' fees, costs and expenses at the same rate and for the same periods as earned by the Settlement Fund (until paid), as may be awarded by the Court.

7.2 The attorneys' fees, expenses and costs, including the fees of experts and consultants, as awarded by the Court (the "Fee and Expense Award"), shall be transferred to Plaintiffs' Settlement Counsel from the Settlement Fund, immediately after the Court executes an order awarding such fees and expenses. Plaintiffs' Settlement Counsel shall thereafter allocate the Fee and Expense Award in a manner in which Plaintiffs' Settlement Counsel in good faith collectively believe reflects the contributions of each firm comprising such counsel to the prosecution and settlement of the Litigation; provided, however, that in the event that the Stipulation and the settlement set forth herein do not become effective for any reason, or the Judgment or the Order making the Fee and Expense Award is reversed or modified on appeal, and in the event that the Fee and Expense Award has been paid to any extent, then Plaintiffs' Settlement Counsel shall within five (5) business days from the event which precludes the Effective Date from occurring or such reversal or modification, refund to the Settlement Fund the fees, expenses, costs and interest previously paid to them from the Settlement Fund, including accrued interest on any such amount at the average rate earned on the Settlement Fund from the time of withdrawal until the date of refund. The refund obligation set forth in this paragraph shall be the joint and several obligation of Plaintiffs' Settlement Counsel. Each such Plaintiffs' Settlement Counsel's law firm, as a condition of receiving such fees and expenses, on behalf of itself and each partner and/or shareholder of it, agrees that the law firm and its partners and/or shareholders are subject to the jurisdiction of the Court for the purpose of enforcing this ¶7.2 of the Stipulation. Without limitation, each such law firm and its partners and/or shareholders agree that the Court may, upon application of Defendants on notice to Plaintiffs' Settlement Counsel, summarily issue orders, including but not limited to, judgments and attachment orders, and may make appropriate findings of or sanctions for contempt, against them or any of them should such law firm fail timely to repay fees and expenses pursuant to this ¶7.2 of the Stipulation.

7.3 Defendants and their respective Related Parties shall have no responsibility for, and no liability whatsoever with respect to, any payment to Plaintiffs' Settlement Counsel from the Settlement Fund that may occur before the Effective Date.

7.4 Defendants and their respective Related Parties shall have no responsibility for, and no liability whatsoever with respect to, the allocation among Plaintiffs' Settlement Counsel, or any other Person who may assert some claim thereto, of any Fee and Expense Awards that the Court may make in this Litigation, and Defendants and their respective Related Parties take no position with respect to such matters.

7.5 The procedure for and the allowance or disallowance by the Court of any applications by any of the Plaintiffs' Settlement Counsel for attorneys' fees, costs and expenses, including the fees of experts and consultants, to be paid out of the Settlement Fund, are not part of the settlement set forth in the Stipulation, and are to be considered by the Court separately from the Court's consideration of the fairness, reasonableness and adequacy of the settlement set forth in the Stipulation, and any order or proceedings relating to the Fee and Expense Application, or any appeal from any order relating thereto, shall not operate to terminate or cancel the Stipulation, or affect or delay the finality of the Judgment approving the Stipulation and the settlement of the Litigation set forth herein.

8. Conditions Of Settlement, Effect Of Disapproval, Cancellation Or Termination

8.1 The Effective Date of the Stipulation shall be conditioned on the occurrence of all of the following events:

(a) Defendants shall have timely transferred or caused to be timely transferred the Settlement Fund to the Escrow Agent as set forth in ¶2.1 above;

(b) The Court has entered the Notice Order, as required by ¶4.1, above;

(c) The Court has entered the Judgment, or a judgment substantially in the form of Exhibit B;

(d) Defendants' counsel shall not have given notice of intent to withdraw from the Settlement pursuant to ¶8.5; and

(e) The Judgment has become Final, as defined in ¶1.7, above.

8.2 Upon the occurrence of all of the events referenced in ¶8.1 above, any and all remaining interest or right of Defendants to the Settlement Fund shall be absolutely and forever extinguished.

8.3 Neither a modification nor a reversal on appeal of any Plan of Allocation or of any amount of attorneys' fees, costs, expenses and interest awarded by the Court to any of the Plaintiffs' Settlement Counsel shall constitute grounds for cancellation and termination of the Stipulation.

8.4 If all of the conditions specified in ¶8.1 are not met, then the Stipulation shall be canceled and terminated unless Plaintiffs, Plaintiffs' Settlement Counsel and Defendants' counsel mutually agree in writing to proceed with the Stipulation.

8.5 If prior to the Settlement Hearing, any Persons who otherwise would be Members of the Settlement Class have timely requested exclusion ("Requests for Exclusion") from the Settlement Class in accordance with the provisions of the Notice Order and the Notice given pursuant thereto, and such Persons in the aggregate purchased a number of shares of Identix common stock during the Settlement Class Period in an amount greater than the sum specified in a separate supplemental agreement between the Settling Parties, Defendants shall have, in their sole and absolute discretion, the option to terminate this Stipulation in accordance with the procedures set forth in the Supplemental Agreement. The Supplemental Agreement will not be filed with the Court unless and until a dispute among the Settling Parties concerning its interpretation or application arises. Copies of all Requests for Exclusion received, together with copies of all written revocations of Requests for Exclusion, shall be delivered to Defendants' counsel within three (3) business days of receipt by Representative Plaintiffs or Plaintiffs' Settlement Counsel but in no event later than five (5) business days before the Settlement Hearing.

8.6 Unless otherwise ordered by the Court, in the event the Stipulation shall terminate, or be canceled, or shall not become effective for any reason, within five (5) business days after written notification of such event is sent by Defendants' counsel, the Representative Plaintiffs, or Plaintiffs' Settlement Counsel to the Escrow Agent, the Settlement Fund (including accrued interest), plus any amount then remaining in the Notice and Administration Fund (including accrued interest), less expenses and any costs which have either been disbursed pursuant to ¶¶3.5 or 3.6 hereof, or are determined to be chargeable to the Notice and Administration Fund, shall be refunded by the Escrow Agent pursuant to written instructions from Defendants' counsel. In such event Defendants shall be entitled to any tax refund, if any, owing to the Settlement Fund. At the request of Defendants or Defendants' counsel, the Escrow Agent or its designee shall apply for any such refund and pay to them the proceeds, less the cost of obtaining the tax refund.

8.7 If the Effective Date does not occur, or if the Stipulation is terminated pursuant to its terms, the Settling Parties shall be restored to their respective positions in the Litigation as of December 15, 1997, the date prior to which the agreement in principle to settle the Litigation was reached. In such event, the terms and provisions of the Stipulation, with the exception of ¶¶3.4, 3.5, 3.7, 3.8, 6.4, 6.5, 7.2-7.5, 8.1-8.8 herein, shall have no further force and effect with respect to the Settling Parties and shall not be used in this Litigation or in any other proceeding for any purpose, except as provided herein. Any Judgment or order entered by the Court in accordance with the terms of the Stipulation shall be treated as vacated nunc pro tunc. No order of the Court or modification or reversal on appeal of any order of the Court concerning the Plan of Allocation or the amount of any attorneys' fees, costs, expenses and interest awarded by the Court to the Representative Plaintiffs or Representative Plaintiffs' Counsel shall constitute grounds for cancellation or termination of the Stipulation.

8.8 If the Effective Date does not occur, or if the Stipulation is terminated pursuant to its terms, neither the Representative Plaintiffs nor Plaintiffs' Settlement Counsel shall have any obligation to repay any amounts actually and properly disbursed from the Notice and Administration Fund. In addition, any expenses already incurred and properly chargeable to the Notice and Administration Fund pursuant to ¶3.5 hereof at the time of such termination or cancellation but which have not been paid, shall be paid by the Escrow Agent from the Notice and Administration Fund in accordance with the terms of the Stipulation prior to the balance being refunded in accordance with ¶8.6 above.

9. Miscellaneous Provisions

9.1 The Settling Parties (a) acknowledge that it is their intent to consummate this agreement; and (b) agree to cooperate to the extent necessary to effectuate and implement all terms and conditions of the Stipulation and to exercise their best efforts to accomplish the foregoing terms and conditions of the Stipulation.

9.2 Solely for the purposes of the settlement of the action, the Settling Parties agree to the certification of the Settlement Class as defined in ¶1.23 and agree to jointly request the Court to enter an order substantially similar to Exhibit A which, among other things, certifies the Settlement Class. In the event this Stipulation and the settlement proposed herein are not finally approved, or are terminated, are canceled, or fail to become effective for any reason, this class certification, solely for the purpose of the settlement of this Litigation, shall be null and void and the Settling Parties will revert to their respective positions immediately prior to the Stipulation, i.e., as of December 15, 1997.

9.3 The Settling Parties agree that the amount of the Settlement Fund, as well as the other terms of the settlement, reflects a good-faith settlement of Representative Plaintiffs' and the other Settlement Class Members' claims, reached voluntarily after consultation with experienced legal counsel. Neither the Stipulation nor the settlement contained herein, nor any act performed or document executed pursuant to or in furtherance of the Stipulation or the settlement: (i) is or may be deemed to be or may be used as an admission of, or evidence of, the validity of any Released Claim, or of any wrongdoing or liability of the Defendants or their Related Parties; (ii) is or may be deemed to be or may be used as an admission of, or evidence of, any fault or omission of any of the Defendants or their Related Parties in any civil, criminal or administrative proceeding in any court, administrative agency or other tribunal; or (iii) shall be offered in evidence by any Settlement Class Member or Plaintiffs' Settlement Counsel for any purpose except as provided in this ¶9.3. Defendants have denied and continue to deny each and all of the claims alleged in the Litigation. Released Persons may file the Stipulation and/or the Judgment from this Litigation in any other action that may be brought against them in order to support a defense or counterclaim based on principles of res judicata, collateral estoppel, release, good-faith settlement, judgment bar or reduction or any theory of claim preclusion or issue preclusion or similar defense or counterclaim. The Settling Parties, their respective counsel or any other member of the Settlement Class may file the Stipulation in any proceeding brought to enforce any of its terms or provisions. The Settling Parties and their counsel, and each of them, agree, to the extent permitted by law, that all agreements made and orders entered during the course of the Litigation relating to the confidentiality of information shall survive this Stipulation.

9.4 While retaining their right to deny that the claims advanced in this Litigation were meritorious, (a) in any statement made to any media representative (whether or not for attribution); and (b) until such time as the settlement is Final in any statement to any other Person or entity, Defendants will not deny that, based upon the publicly available information at the time, this Litigation was filed in good faith and in compliance with Fed. R. Civ. P. 11, and is being settled voluntarily after consultation with competent legal counsel. Defendants may issue a press release announcing or referring to the settlement upon reasonable notice to Plaintiffs' Settlement Counsel and with Plaintiffs' Settlement Counsel's consent (which consent may not be unreasonably withheld), but any such press release or other public statement may not contradict the foregoing language or include any statment inconsistent with the foregoing language, provided, however, that (a) Defendants' obligation to seek such prior consent of Plaintiffs' Settlement Counsel shall continue only until the settlement becomes Final; (b) Defendants in any event shall not be obliged to seek the consent of Plaintiffs' Settlement Counsel to language to which Plaintiffs' Counsel have consented in connection with a previously issued press release or other public statement; and (c) Plaintiffs' Settlement Counsel's failure to object within 24 hours to language of a press release or other public statement proposed by Defendants shall be conclusively presumed to constitute consent by Plaintiffs' Settlement Counsel to such language. The Judgment will contain a statement that the Settling Parties agree that, during the course of the Litigation, the Settling Parties and their respective counsel at all times complied with the requirements of Fed. R. Civ. P. 11.

9.5 All of the Exhibits to the Stipulation are material and integral parts hereof and are fully incorporated herein by this reference.

9.6 The Stipulation may be amended or modified only by a written instrument signed by or on behalf of all Settling Parties or their successors-in-interest.

9.7 The Stipulation, the Exhibits attached hereto and the Supplemental Agreement contemplated by ¶8.5 constitute the entire agreement among the Settling Parties, and no representations, warranties or inducements have been made to any Settling Party concerning the Stipulation or its Exhibits other than the representations, warranties and covenants contained and memorialized in such documents. Except as otherwise provided herein, each Settling Party shall bear its own costs.

9.8 Plaintiffs' Settlement Counsel, on behalf of the Settlement Class, are expressly authorized by the Representative Plaintiffs to take all appropriate action required or permitted to be taken by the Settlement Class pursuant to the Stipulation to effectuate its terms and also are expressly authorized to enter into any modifications or amendments to the Stipulation on behalf of the Settlement Class which they deem appropriate.

9.9 Each counsel or other Person executing the Stipulation or any of its Exhibits on behalf of any Settling Party hereto hereby warrants that such Person has the full authority to do so.

9.10 The Stipulation may be executed in one or more counterparts. All executed counterparts and each of them shall be deemed to be one and the same instrument. Counsel for the Settling Parties shall exchange among themselves signed counterparts, and a complete set of original executed counterparts shall be filed with the Court.

9.11 The Stipulation shall be binding upon, and inure to the benefit of, the successors and assigns of the Settling Parties.

9.12 The Court shall retain jurisdiction with respect to implementation and enforcement of the terms of the Stipulation, and all Settling Parties hereto submit to the jurisdiction of the Court for purposes of implementing and enforcing the Settlement embodied in the Stipulation.

9.13 The Stipulation and the Exhibits hereto shall be considered to have been negotiated, executed and delivered, and to be wholly performed, in the State of California, and the rights and obligations of the parties to the Stipulation shall be construed and enforced in accordance with the laws of the State of California without giving effect to that State's choice of law principles.

IN WITNESS WHEREOF, the Parties hereto have caused the Stipulation to be executed, by their duly authorized attorneys.

IDENTIX\BMG06537.stp

The Court has received the Stipulation of Settlement (the "Stipulation"), dated as of December 15, 1997, that has been entered into by the Representative Plaintiffs and Defendants. The Court has reviewed the Stipulation and its attached exhibits, and, good cause appearing,

IT IS HEREBY ORDERED as follows:

10. The Court, for purposes of this preliminary order, adopts all defined terms as set forth in the Stipulation.

11. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, the Court hereby certifies, for purposes of effectuating this Settlement, a Settlement Class of all persons who purchased the common stock of Identix during the period beginning January 31, 1996 through and including August 26, 1996, inclusive. Excluded from the Settlement Class are the Defendants, officers and directors of Identix during the Settlement Class Period, members of the immediate family of any Individual Defendant, any entity in which any Defendant has a controlling interest, and the legal representatives, heirs, successors and assigns of any such excluded party. Also excluded from the Settlement Class are those persons who timely and validly request exclusion from the Settlement Class pursuant to the Notice of Pendency and Settlement of Class Action and Settlement Hearing ("Notice") to be sent to the Settlement Class.

12. With respect to the Settlement Class, this Court finds and concludes that: (a) the members of the Class are so numerous that joinder of all Class members in the Litigation is impracticable; (b) there are questions of law and fact common to the Class which predominate over any individual questions; (c) the claims of the Representative Plaintiffs are typical of the claims of the Class; (d) in negotiating and entering into the Stipulation, the Representative Plaintiffs and their counsel have fairly and adequately represented and protected the interests of all of the Class members; and (e) a class action is superior to other available methods for the fair and efficient adjudication of the controversy, considering: (i) the interests of the members of the class in individually controlling the prosecution of the separate actions, (ii) the extent and nature of any litigation concerning the controversy already commenced by members of the class, (iii) the desirability or undesirability of continuing the litigation of these claims in this particular forum, and (iv) the difficulties likely to be encountered in the management of the class action.

13. The Court preliminarily approves: (1) the settlement of the Litigation set forth in the Stipulation and each of the releases set forth therein, as being fair, just, reasonable and adequate as to each of the Settling Parties, and (2) the proposed Plan of Allocation described in the Notice, subject to the right of any Settlement Class Member to challenge the fairness, reasonableness, and adequacy of the Stipulation, the proposed Plan of Allocation or the fairness and adequacy of their representation by Plaintiffs' Settlement Counsel, and to show cause, if any exists, why a final judgment dismissing the Litigation based on the Stipulation should not be ordered herein after due and adequate notice to the Settlement Class has been given in conformity with this Order.

14. The Court approves as to form and content, and for distribution to Settlement Class Members a Notice of Pendency and Settlement of Class Action and Settlement Hearing ("Notice") substantially in the form of Exhibit A-1 hereto, a Proof of Claim and Release ("Proof of Claim") in the form of Exhibit A-2 hereto; and for publication of a Summary Notice of Proposed Settlement ("Summary Notice") in the form of Exhibit A-3 hereto.

15. Pending resolution of these settlement proceedings, no other action now pending or hereafter filed arising out of all or any part of the subject matter of this Litigation shall be maintained as a class action, and except as provided by this or further Order of the Court, for good cause shown, all persons are hereby enjoined during the pendency of these settlement proceedings from filing or prosecuting purported class actions against any person with respect to any of the Released Claims.

16. Plaintiffs' Settlement Counsel are authorized to act on behalf of the Settlement Class with respect to all acts required by, or which may be given pursuant to, the Stipulation or such other acts which are reasonably necessary to consummate the proposed Settlement set forth in the Stipulation.

17. Plaintiffs' Settlement Counsel are hereby authorized to retain the firm of Gilardi & Co. as Claims Administrator to supervise and administer the notice and claims procedures.

18. Plaintiffs' Settlement Counsel shall make reasonable efforts to identify all persons who are members of the Settlement Class, including beneficial owners whose shares of Identix common stock are held by banks, brokerage firms, or other nominees. Plaintiffs' Settlement Counsel shall cause the Claims Administrator to send the Notice and the Proof of Claim by first class mail to all persons who appear on the transfer records of Identix as having transferred to their names Identix common stock during the period from January 31, 1996 through August 26, 1996, inclusive. The mailing of the Notice and Proof of Claim forms shall be on or before _______________, 19__ (the "Notice Date"). Pursuant to the Notice, each nominee shall either: (1) send the Notice and Proof of Claim to Settlement Class Members for which they act as nominee by first class mail within ten (10) days after the nominee receives the Notice; or (2) send a list of the names and addresses of such beneficial owners to Plaintiffs' Settlement Counsel within ten (10) days after the nominee receives the Notice and, in the event of the latter, Plaintiffs' Settlement Counsel shall send by first class mail the Notice and Proof of Claim to all Settlement Class Members who are on the list received from the nominee. Representative Plaintiffs' Counsel shall, if requested, reimburse banks, brokerage houses or other nominees solely for their reasonable out-of-pocket expenses incurred in providing notice to beneficial owners who are Settlement Class Members, out of the Notice and Administration Fund, which expenses would not have been incurred except for the sending of such notice, subject to further order of this Court with respect to any dispute concerning such compensation. Plaintiffs' Settlement Counsel shall file with the Court and serve upon Defendants' Counsel of Record no later than seven (7) days prior to the Settlement Hearing an affidavit or declaration describing the efforts taken to comply with this order and stating that the mailings have been completed in accordance with the terms of this order.

19. Within ten (10) days of the Notice Date, Plaintiffs' Settlement Counsel shall publish a Summary Notice substantially in the form of Exhibit A-3 hereto once in Investor's Business Daily. Plaintiffs' Settlement Counsel shall file with the Court and serve upon Defendants' counsel no later than seven (7) days prior to the Settlement Hearing an affidavit or declaration stating that the Summary Notice has been published in accordance with the terms of this order.

20. The Court finds that dissemination of the Notice and Proof of Claim in the manner required by ¶9, and publication of the Summary Notice in the manner required by ¶10, constitute the best notice practicable under the circumstances to Settlement Class Members and meet the requirements of Rule 23 of the Federal Rules of Civil Procedure, due process under the United States Constitution, and any other applicable law and shall constitute due and sufficient notice to all persons entitled thereto.

21. Any person falling within the definition of the Settlement Class may, upon request, be excluded from the Settlement. Any such person must submit to the Claims Administrator a request for exclusion ("Request for Exclusion"), postmarked no later than _____________, 19__. A Request for Exclusion must state: (1) the name, address, and telephone number of the person requesting exclusion; (2) the person's purchases and sales of Identix common stock made during the Settlement Class Period, including the dates, the number of shares of common stock, and price paid or received per share for each such purchase or sale; and (3) that the person wishes to be excluded from the Settlement Class. All persons who submit valid and timely Requests for Exclusion in the manner set forth in this paragraph shall have no rights under the Stipulation, shall not share in the distribution of the Settlement Fund, and shall not be bound by the Stipulation or the Final Judgment.

22. Any Settlement Class Member who objects to the settlement of the Litigation, the proposed Plan of Allocation, the adequacy of representation by Plaintiffs' Settlement Counsel or the application of counsel for attorneys' fees, costs, and expenses, shall have a right to appear and be heard at the Settlement Hearing. Any Settlement Class Member may enter an appearance through counsel of such member's own choosing and at such member's own expense or may appear on their own. However, no Settlement Class Member shall be heard at the Settlement Hearing unless, on or before ____________, 1998 such person has filed with the Court and delivered to Plaintiffs' Settlement Counsel and Defendants' counsel a written notice of objection, and their grounds for opposing the Settlement, Plan of Allocation, or application for attorneys' fees, costs and expenses, along with proof of membership in the Settlement Class which proof shall include the number of shares of Identix common stock purchased and sold during the Settlement Class Period. The manner in which a notice of objection must be prepared, filed, and delivered shall be stated in the Notice. Only Settlement Class Members who have filed and delivered valid and timely written notices of objection will be entitled to be heard at the Settlement Hearing unless the Court orders otherwise.

23. The Court authorizes payment out of the Notice and Administration Fund of the expenses described in ¶3.5 of the Stipulation. After the Effective Date, the notice and administration costs payable out of the Settlement Fund may be disbursed without the necessity of a court order in accordance with ¶3.6 of the Stipulation.

24. A Settlement Hearing will be held on ______________, 1998, at _____ _.m. before this Court in the United States Courthouse, Northern District of California, San Jose Division, to determine whether the proposed settlement of the Litigation as set forth in the Stipulation, should be approved as fair, just, reasonable and adequate as to the Settling Parties, and whether the Final Judgment approving the Settlement should be entered. The Court may adjourn or continue the Settlement Hearing without further notice to Settlement Class Members.

25. At the Settlement Hearing, the Court will determine whether Plaintiffs' Settlement Counsel's proposed Plan of Allocation of the Net Settlement Fund should be approved.

26. The passage of title and ownership of the Settlement Fund to the Escrow Agent in accordance with the terms of the Stipulation is approved. No person that is not a Settlement Class Member or counsel for the Representative Plaintiffs shall have any right to any portion of, or in the distribution of, the Settlement Fund unless otherwise ordered by the Court or otherwise provided in the Stipulation.

27. All funds held by the Escrow Agent shall be deemed and considered to be in custodia legis of the Court in accordance with the Stipulation, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to the Stipulation, the Plan of Allocation and/or further order(s) of the Court.

28. At or following the Settlement Hearing, the Court will determine whether the application of Representative Plaintiffs' Counsel for an award of attorneys' fees, costs, and expenses should be approved.

29. No later than 90 days after the Notice Date, any Settlement Class Member who wishes to participate in the Settlement Fund must submit a valid Proof of Claim form to the Claims Administrator. Proof of Claim forms shall be deemed to have been submitted when postmarked, if mailed by first class, or registered or certified mail, postage prepaid, addressed in accordance with the instructions given in the Proof of Claim and Release. All other Proof of Claim and Release forms shall be deemed to have been submitted at the time they are actually received by the Claims Administrator. To be valid, a Proof of Claim must: (1) be completed in a manner that permits the Claims Administrator to determine the eligibility of the claim as set forth in the Proof of Claim; (2) include the release by the Claimant of all Released Persons as set forth in the Stipulation; and (3) be signed with an affirmation that the information is true and correct. All Settlement Class Members who do not submit valid and timely Proof of Claim forms shall be forever barred from receiving any payments from the Settlement Fund, but will in all other respects be subject to and bound by the provisions of the Stipulation and the Final Judgment, if entered.

30. Neither Defendants nor Defendants' counsel shall have any responsibility for the Plan of Allocation of the Settlement Fund submitted by Plaintiffs' Settlement Counsel and it will be considered separately from the fairness, reasonableness and adequacy of the settlement.

31. No later than seven (7) days before the Settlement Hearing, all briefs supporting the Settlement, the Plan of Allocation, and the request for attorneys' fees and costs, shall be served and filed.

32. The Settling Parties agree that the amount of the Settlement Fund, as well as the other terms of the Settlement, reflects a good-faith settlement of Representative Plaintiffs' and the other Settlement Class Members' claims, reached voluntarily after consultation with experienced legal counsel. Neither the Stipulation nor the settlement contained herein, nor any act performed or document executed pursuant to or in furtherance of the Stipulation or the settlement: (i) is or may be deemed to be or may be used as an admission of, or evidence of, the validity of any Released Claim, or of any wrongdoing or liability of the Defendants or their Related Parties, (ii) is or may be deemed to be or may be used as an admission of, or evidence of, any fault or omission of any of the Defendants or their Related Parties in any civil, criminal or administrative proceeding in any court, administrative agency or other tribunal, or (iii) shall be offered in evidence by any Settlement Class Member or Plaintiffs' Settlement Counsel for any purpose except as provided in ¶9.3 of the Stipulation. Defendants have denied and continue to deny each and all of the claims alleged in the Litigation. Released Persons may file the Stipulation and/or the Judgment from this Litigation in any other action that may be brought against them in order to support a defense or counterclaim based on principles of res judicata, collateral estoppel, release, good-faith settlement, judgment bar or reduction or any theory of claim preclusion or issue preclusion or similar defense or counterclaim. The Settling Parties, their respective counsel or any other member of the Settlement Class may file the Stipulation in any proceeding brought to enforce any of its terms or provisions. The Settling Parties and their counsel, and each of them, agree, to the extent permitted by law, that all agreements made and orders entered during the course of the Litigation relating to the confidentiality of information shall survive the Stipulation.

33. All proceedings in the Litigation are stayed until further order of the Court, except as may be necessary to implement the settlement or comply with the terms of the Stipulation. The Representative Plaintiffs and the other Settlement Class Members are barred from commencing or prosecuting any direct or representative action, or any action in any other capacity, asserting any of the Released Claims unless and until the Stipulation is terminated according to its terms.

34. The Court may, for good cause, extend any of the deadlines set forth in this order without further notice to Settlement Class Members.

Submitted by:

MILBERG WEISS BERSHAD
HYNES & LERACH LLP
WILLIAM S. LERACH
KEITH F. PARK

______________________________
KEITH F. PARK

600 West Broadway, Suite 1800
San Diego, CA 92101
Telephone: 619/231-1058

MILBERG WEISS BERSHAD
HYNES & LERACH LLP
REED R. KATHREIN
JEFFREY W. LAWRENCE
222 Kearny Street, 10th Floor
San Francisco, CA 94108
Telephone: 415/288-4545

HAGENS & BERMAN
STEVE W. BERMAN
KARL P. BARTH
1301 Fifth Avenue
Suite 2929
Seattle, WA 98101
Telephone: 206/623-7292

LAW OFFICE OF MILES M.
TEPPER
MILES M. TEPPER
200 Executive Drive, Suite 100
West Orange, NJ 07052
Telephone: 973/243-6700

KAUFMAN, MALCHMAN, KIRBY
& SQUIRE, LLP
JEFFREY H. SQUIRE
919 Third Avenue, 11th Floor
New York, NY 10022
Telephone: 212/371-6600

Attorneys for Plaintiffs

IDENTIX\DLM12349.e-a

MILBERG WEISS BERSHAD
HYNES & LERACH LLP
WILLIAM S. LERACH (68581)
KEITH F. PARK (54275)
600 West Broadway, Suite 1800
San Diego, CA 92101
Telephone: 619/231-1058
     - and -
REED R. KATHREIN (139304)
JEFFREY W. LAWRENCE (166806)
222 Kearny Street, 10th Floor
San Francisco, CA 94108
Telephone: 415/288-4545

HAGENS & BERMAN
STEVE W. BERMAN
KARL P. BARTH
1301 Fifth Avenue
Suite 2929
Seattle, WA 98101
Telephone: 206/623-7292

LAW OFFICE OF MILES M.
TEPPER
MILES M. TEPPER
LAW OFFICE OF MILES M.
TEPPER
200 Executive Drive, Suite 100
West Orange, NJ 07052
Telephone: 973/243-6700

KAUFMAN, MALCHMAN, KIRBY
& SQUIRE, LLP
JEFFREY H. SQUIRE
919 Third Avenue, 11th Floor
New York, NY 10022
Telephone: 212/371-6600

Attorneys for Plaintiffs

TO: ALL PERSONS WHO PURCHASED THE COMMON STOCK OF IDENTIX, INC. ("IDENTIX") DURING THE PERIOD FROM JANUARY 31, 1996 THROUGH AND INCLUDING AUGUST 26, 1996.

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS MAY BE AFFECTED BY PROCEEDINGS IN THIS LITIGATION. PLEASE NOTE THAT IF YOU ARE A SETTLEMENT CLASS MEMBER, YOU MAY BE ENTITLED TO SHARE IN THE PROCEEDS OF THE SETTLEMENT DESCRIBED IN THIS NOTICE. TO CLAIM YOUR SHARE OF THIS FUND, YOU MUST SUBMIT A VALID PROOF OF CLAIM ON OR BEFORE __________________, 1998.

This notice has been sent to you pursuant to Rule 23 of the Federal Rules of Civil Procedure and an order of the United States District Court for the Northern District of California (the "Court"). The purpose of this Notice is to inform you of the proposed settlement of this class action litigation and of the hearing to be held by the Court to consider the fairness, reasonableness, and adequacy of the settlement. This notice describes the rights you may have in connection with the settlement and what steps you may take in relation to the settlement and this class action litigation.

The proposed settlement creates a fund in the amount of $3 million in cash and will include any interest that accrues on the fund prior to distribution. Your recovery from this fund will depend on a number of variables including the number of shares you purchased and the timing of your purchases and sales, if any. Plaintiffs estimate as many as 10.325 million shares may have been affected by the wrongdoing plaintiffs alleged in this Litigation -- allegations that the Defendants deny. Assuming that all affected shares elect to participate in the settlement, the average recovery per share will be approximately $0.29 before deduction of Court-approved fees and expenses. This is a good recovery given the serious risks and uncertainties that would exist if the case were taken to trial. The maximum recovery that could be attained at trial must be weighed against the very significant risk that defendants could prevail at trial and the class would receive nothing.

Plaintiffs estimate that, if they had prevailed on all their claims at trial, the average damage per share could be as high as $1.52. However, there were many uncertainties about liability and damages which could have resulted in no recovery for the class. Plaintiffs faced the possibility that all or many of the claims in this case could have been dismissed. In addition, the amount of damages would be subject to attack by defendants. For example, damages are limited to losses attributed to the actionable securities fraud and at trial defendants would assert that all or most of the damages were caused by non-fraud related market factors. Accordingly, plaintiffs believe that were the Litigation to be tried, the per share recovery could be significantly less than the amount estimated above, before any deduction for attorneys' fees and expenses, and assuming plaintiffs prevailed on all other issues. The proposed settlement eliminates the risk of no recovery or a smaller recovery after several more years of litigation.

Defendants, assuming the use of plaintiffs' analysis and theory of calculating damages for purposes of this settlement only, agree with plaintiffs' assessment of the highest average amount of recoverable damages if plaintiffs were able to prevail on all claims alleged.

Plaintiffs believe that the proposed settlement is in the best interests of the class. In Plaintiffs' view, because of the inherent risks associated with continuing to litigate and proceed to trial, there was a danger that Plaintiffs would not have prevailed on any of their claims, in which case the class would receive nothing. The proposed settlement eliminates this risk and provides the class with an immediate and sizeable recovery.

Plaintiffs' counsel have not received any payment for their services in conducting this litigation on behalf of Plaintiffs and the members of the class, nor have they been reimbursed for their out-of-pocket expenditures. If the settlement is approved by the Court, counsel for the Plaintiffs will apply to the Court for attorneys' fees of 30% of the settlement proceeds and reimbursement of out-of-pocket expenses not to exceed $______ to be paid from the settlement proceeds. If the amount requested by counsel is approved by the Court, the average cost per share would be $___.

This Notice is not an expression of any opinion by the Court about the merits of any of the claims or defenses asserted by any party in this litigation or the fairness or adequacy of the proposed settlement.

For further information regarding this settlement you may contact: Rick Nelson, Milberg Weiss Bershad Hynes & Lerach LLP, 600 West Broadway, Suite 1800, San Diego, California 92101 Telephone: 619/231-1058.

1. Notice Of Hearing On Proposed Settlement

A settlement hearing will be held on __________, 1998, at ____ _.m., before the Honorable Ronald M. Whyte, United States District Judge, at the United States Courthouse, Northern District of California, San Jose Division, 280 South First Street, San Jose, California (the "Settlement Hearing"). The purpose of the Settlement Hearing will be to determine: (1) whether the settlement consisting of $3.0 million in cash plus accrued interest should be approved as fair, just, reasonable and adequate; (2) whether the proposed plan to distribute the settlement proceeds (the "Plan of Allocation") is fair, just, reasonable, and adequate; (3) whether Plaintiffs' Counsel have adequately represented the Class; (4) whether the application by Plaintiffs' counsel for an award of attorneys' fees and expenses should be approved; and (5) whether the Litigation should be dismissed with prejudice. The Court may adjourn or continue the Settlement Hearing without further notice to the Settlement Class.

2. Definitions Used In This Notice

a. "Defendants" means Identix, Randall C. Fowler, and James P. Scullion.

b. "Individual Defendants" means each of the Defendants excluding Identix.

c. "Related Parties" means each of any Defendants' past, present or future directors, officers, employees, partnerships and partners, principals, agents, controlling shareholders, any entity in which any Defendant and/or any member(s) of that Defendant's immediate family has or have a controlling interest, attorneys, accountants, auditors, banks, investment banks or investment bankers, advisors, personal or legal representatives, primary directors' and officers' liability insurer, and reinsurers, predecessors, successors, parents, subsidiaries, divisions, joint ventures and joint venturers, assigns, spouses, heirs, executors, administrators, associates, related or affiliated entities, any members of an Individual Defendant's immediate family, or any trust of which any Defendant is the settlor or which is for the benefit of any Individual Defendant and/or member(s) of his or her family.

d. "Released Claims" means the "Released Class Claims" and "Unknown Claims" as defined herein.

e. "Released Class Claims" means any and all claims, actions, demands, rights, liabilities, and causes of action of every nature and description whatsoever, known or unknown, asserted or that could or might have been asserted in any pleading or amended pleading by the Representative Plaintiffs, or by any of the other Settlement Class Members, or any of them, based upon, arising from, or in any way related to both the purchase of shares of the common stock of Identix by the Representative Plaintiffs or the other Settlement Class Members during the Settlement Class Period and the facts, transactions, events, occurrences, disclosures, statements, acts or omissions or failures to act which were or could or might have been alleged in the Litigation or any claim that the Defendants improperly defended or settled the Litigation; provided however, that this release shall not in any way impair or restrict the rights of the Settling Parties to enforce the terms of the settlement as set forth in this Stipulation.

f. "Unknown Claims" means any Released Class Claims which any Representative Plaintiff or any other Settlement Class Member (collectively "Releasors") does not know or suspect to exist in his, her or its favor at the time of the release of the Released Persons which, if known by him, her or it, might have affected his, her or its settlement with and release of the Released Persons, or might have affected his, her or its decision not to object to this settlement or not to exclude himself, herself, or itself from the Settlement Class. With respect to any and all Released Class Claims against the Released Persons, the Settling Parties stipulate and agree that, upon the Effective Date, the Representative Plaintiffs shall expressly, and the other Settlement Class Members shall be deemed to have, and by operation of the Judgment shall have, expressly waived and relinquished, to the fullest extent permitted by law, the provisions, rights, and benefits of §1542 of the California Civil Code, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

With respect to any and all Released Class Claims against the Released Persons, each of the Representative Plaintiffs shall expressly and the other Settlement Class Members shall be deemed to have, and upon the Effective Date and by operation of the Judgment shall have, waived any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, or of international or foreign law, which is similar, comparable or equivalent to §1542 of the California Civil Code. Each of the Representative Plaintiffs and the other Settlement Class Members may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the Released Class Claims, but hereby stipulate and agree that each Representative Plaintiff does, and each other Settlement Class Member shall be deemed to, upon the Effective Date and by operation of the Judgment shall have, fully, finally, and forever settled and released any and all Released Class Claims against the Released Persons, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts. Each of the Representative Plaintiffs acknowledges, and each of the other Settlement Class Members are deemed to have acknowledged, that the foregoing waiver was bargained for and a key element of the settlement of which this release is a part.

g. "Settlement Class" means all persons (except Defendants, officers and directors of Identix during the Settlement Class Period, members of the immediate family of any Individual Defendant, any entity in which any Defendant has a controlling interest, and the legal representatives, heirs, successors or assigns of any such excluded party) who purchased shares of the common stock of Identix during the Settlement Class Period, excluding those Persons who timely and validly request exclusion from the Settlement Class pursuant to this Notice.

h. "Settlement Class Period" or "Class Period" means the period from January 31, 1996 through August 26, 1996, inclusive.

3. The Litigation

On October 8, 1996, James P. Rooney, Jr., On Behalf of Himself and All Others Similarly Situated v. Identix, Inc., Randall C. Fowler and James P. Scullion, (C-96-3637) was filed in the United States District Court for the Northern District of California (the "Litigation"). The Litigation alleged violations of Sections 10(b) and 20(a) of the Securities and Exchange Act of 1934 (the "Exchange Act") and Rule 10b-5 promulgated thereunder, on behalf of all persons who purchased or otherwise acquired the common stock of Identix between January 31, 1996 and August 26, 1996 (the "Class Period"), excluding the defendants, members of their families and any entity in which a defendant has an interest (the "Class").

In the Litigation, Representative Plaintiffs alleged that Identix misrepresented its financial condition during the Class Period, and its revenues for the second and third fiscal quarters of 1996. According to the allegations, as a result of alleged improper revenue recognition in violation of GAAP, the second and third quarter 1996 revenues and net income had to be restated. Representative Plaintiffs alleged that these misrepresentations caused artificial inflation of the price of Identix common stock.

A. Discovery, Investigation And Research

Representative Plaintiffs' Counsel have conducted a thorough investigation into the facts and circumstances relevant to the allegations in the Litigation, and have researched the law applicable to the claims asserted against the Defendants and the potential defenses thereto.

Under the provisions of the Private Securities Litigation Reform Act of 1995 and the Local Rules for the Northern District of California, Representative Plaintiffs' Counsel were precluded from conducting any formal discovery in the Litigation. Notwithstanding the stay of formal discovery, Representative Plaintiffs' Counsel's investigation included review of Identix's SEC filings, securities analyst's reports and advisories about the Company, press releases issued by the Company, media reports about the Company and discussions with consultants and others familiar with Identix's business and operations. Furthermore, pursuant to negotiated agreement, Representative Plaintiffs' Counsel conducted informal discovery including review of thousands of pages of Identix's internal documents, including sales, financial and accounting documents, and conducted informal depositions of the Individual Defendants.

B. Pretrial Proceedings

On or about November 14, 1996, defendants filed a motion for intradistrict transfer from San Francisco to San Jose. On November 23, 1996, plaintiffs filed their non-opposition to the transfer. On January 16, 1997, the Litigation was transferred to the San Jose Division and assigned Case No. C97-20082 RMW.

On December 13, 1996, plaintiffs filed their Motion to Appoint Lead Plaintiffs Pursuant to Section 21D(a)(3)(B) of the Securities Exchange Act of 1934 and for Appointment of Plaintiffs' Lead Counsel. On September 26, 1997, Defendants filed a non-opposition to the motion. By Order filed December 2, 1997 the Court appointed James P. Rooney; David and Virginia Walter; The Alexis Levine Trust; The Jacob K. Levine Trust; and Robert P. and Mary Ellen Doyle as lead plaintiffs and Milberg Weiss Bershad Hynes & Lerach, Hagens & Berman, Law Office of Miles M. Tepper and Kaufman Malchman Kirby & Squire, LLP as Plaintiffs' Co-Lead Counsel.

4. Reasons For Settlement

The Representative Plaintiffs believe the claims asserted in the Litigation have merit and that the evidence developed to date supports the claims asserted. However, Representative Plaintiffs' Counsel recognize and acknowledge the uncertainty of prevailing on their claims due to the defenses that have been or could be asserted by Defendants. These include, among other things, whether Defendants ever issued any false or misleading statements; whether any statements, if false or misleading, were material; whether any Defendant acted with scienter; and whether the Representative Plaintiffs or any Settlement Class Member suffered any loss as a result of any alleged action or statement by any of the Defendants. Further considerations supporting the decision to enter into the settlement described herein were the expense and length of continued proceedings necessary to prosecute the Litigation against Defendants through trial and through appeals. Based on these considerations, among others, Representative Plaintiffs' Counsel believe that the settlement set forth in the Stipulation confers substantial benefits upon the Representative Plaintiffs and the other members of the Settlement Class and is in the best interests of the Representative Plaintiffs and the other members of the Settlement Class.

5. Defendants' Statement And Denials Of Wrongdoing And Liability

Defendants have denied and continue to deny each and all of the claims and contentions alleged by the Representative Plaintiffs in the Litigation. Defendants also have denied and continue to deny, inter alia, the allegations that the Representative Plaintiffs or other members of the Settlement Class have suffered any damages. Nonetheless, Defendants have concluded that further conduct of the Litigation would be protracted and expensive, and that it is desirable that the Litigation be fully and finally settled in the manner and upon the terms and conditions set forth in the Stipulation. Defendants also have taken into account the uncertainty and risks inherent in any litigation, especially in complex cases like the Litigation. Defendants have, therefore, determined that it is desirable and beneficial to them that the Litigation be settled in the manner and upon the terms and conditions set forth in the Stipulation.

6. Terms of the Proposed Settlement

The Defendants have paid into an escrow account, pursuant to the terms of the Stipulation of Settlement dated as of December 15, 1997 (the "Stipulation"), cash in the amount of $3,000,000 (the "Settlement Fund"). A portion of the settlement proceeds will be used for certain administrative expenses, including costs of printing and mailing this notice, cost of publishing a newspaper notice, payment of any taxes assessed against the Settlement Fund and costs associated with the processing of claims submitted. In addition, as explained below, a portion of the Settlement Fund may be awarded by the Court to counsel for Representative Plaintiffs as attorneys' fees and for reimbursement of out-of-pocket expenses. The balance of the Settlement Fund (the "Net Settlement Fund") will be distributed according to the Plan of Allocation described below to Settlement Class members who submit valid and timely proof of claim forms.

7. Plan Of Allocation

The Net Settlement Fund will be distributed to Settlement Class Members who submit valid, timely Proof of Claim forms ("Authorized Claimants") under this Plan of Allocation. The Plan of Allocation provides that you will be eligible to participate in the distribution of the Settlement Fund only if you have a net loss on all transactions in Identix common stock during the Settlement Class Period.

As discussed below, for purposes of determining the amount an Authorized Claimant may recover under the Plan of Allocation, the Settlement Class Period has been divided into several groups. The differences in allowed claims among the sub-periods were arrived at by Plaintiffs' Counsel in consultation with their damage consultants and reflect the maximum damages that could have been recovered if Plaintiffs were successful in establishing liability. However, the Plan of Allocation does not provide compensation for all trading losses that may have occurred during the Settlement Class Period because some trading losses have not been shown to be related to the alleged wrongful conduct.

To the extent there are sufficient funds in the Net Settlement Fund, each Authorized Claimant will receive an amount equal to the Authorized Claimant's claim, as defined below. If, however, the amount in the Net Settlement Fund is not sufficient to permit payment of the total claim of each Authorized Claimant, then each Authorized Claimant shall be paid the percentage that each Authorized Claimant's claim bears to the total of the claims of all Authorized Claimants. Payment in this manner shall be deemed conclusive against all Authorized Claimants.

The total of all profits shall be subtracted from the total of all losses to determine if a Settlement Class Member has a claim. Only if a Settlement Class Member had a net loss, after profits from all transactions in Identix common stock during the Settlement Class Period are subtracted from the total of losses, will such class member be eligible to receive a distribution from the Net Settlement Fund.

A claim will be calculated as follows:

Retention Damages

A. All purchasers of Identix, Inc. stock on or between January 31, 1996 and August 16, 1996, who retained the stock until at least the close of trading on August 16, 1996 shall have a Claim which shall be the lesser of:

1. $1.89 per share; or

2. the purchase price (excluding commissions) less $9.59 per share.

B. All purchasers of Identix, Inc. stock on or between August 19, 1996 and August 26, 1996 who retained their stock after August 26, 1996 have no claim. There are no retention damages for these purchasers, because they purchased after a significant decline of Identix' stock price commencing on August 19, 1996 and there was no subsequent decline in the price of the stock with the announcement of the Company's restatement of the 2nd and 3rd quarters' financial statements for the fiscal year ending June 30, 1996, at the end of the class period, on August 26, 1996.

Selling Damages

A. All purchasers of Identix, Inc. stock on or between January 31, 1996 and August 16, 1996 who sold on or before August 16, 1996 have no claim (i.e., there are no selling damages). Price declines prior to August 19, 1996 were industry related.

B. All purchasers of Identix, Inc. stock on or between January 31, 1996 and August 16, 1996 who sold on or after August 19, 1996, shall have a Claim which shall be the lesser of:

1. $1.89 per share; or

2. the purchase price (excluding commissions) less the sales price (excluding commissions).

C. All purchasers of Identix, Inc. stock on or between August 19, 1996 and August 26, 1996, who sold their stock on or before August 26, 1996 have no claim (i.e., there are no selling damages). There was no price reaction based on the announcement of August 26, 1996. The price actually increased on August 26, 1996.

The date of purchase or sale is the "contract" or "trade" date as distinguished from the "settlement" date. The determination of the price paid per share and the price received per share, shall be exclusive of all commissions, taxes, fees and charges.

For Settlement Class Members who made multiple purchases or multiple sales during the Settlement Class Period, the earliest subsequent sale shall be matched with the earliest purchase and chronologically thereafter for purposes of the Claim calculations.

The Court has reserved jurisdiction to allow, disallow or adjust the Claim of any Settlement Class Member on equitable grounds.

8. Order Certifying A Class For Purposes Of Settlement

On December __, 1997, the Court certified a class, for settlement purposes only. The Settlement Class is defined above.

9. Participation In The Class

If you fall within the definition of the Settlement Class, you will remain a Settlement Class Member unless you elect to be excluded from the Settlement Class. If you do not request to be excluded from the Settlement Class, you will be bound by any judgment entered in the Litigation whether or not you file a Proof of Claim.

If you wish to remain a Settlement Class Member, you need do nothing (other than timely file a Proof of Claim and Release if you wish to participate in the distribution of the Net Settlement Fund). Your interests will be represented by Plaintiffs' counsel. If you choose, you may enter a legal appearance individually or through your own counsel at your own expense.

TO PARTICIPATE IN THE DISTRIBUTION OF THE NET SETTLEMENT FUND, YOU MUST TIMELY COMPLETE AND RETURN THE PROOF OF CLAIM AND RELEASE FORM THAT ACCOMPANIES THIS NOTICE. The Proof of Claim and Release must be postmarked on or before ___________, 1998, and delivered to the Claims Administrator at the address below. Unless the Court orders otherwise, if you do not timely submit a valid Proof of Claim, you will be barred from receiving any payments from the Net Settlement Fund, but will in all other respects be bound by the provisions of the Stipulation and the Final Judgment.

9. Exclusion From The Class

You may request to be excluded from the Settlement Class. To do so, you must mail a written request to:

Identix Securities Litigation
c/o Claims Administrator
Gilardi & Co.
P.O. Box 5100
Larkspur, CA 94977-5100

The request for exclusion must state: (1) your name, address, and telephone number; (2) all purchases and sales of Identix common stock made during the Settlement Class Period, including the dates, the number of shares of Identix common stock, and price paid or received per share for each such purchase or sale; and (3) that you wish to be excluded from the Settlement Class. TO BE VALID, A REQUEST FOR EXCLUSION MUST STATE ALL OF THE FOREGOING INFORMATION. YOUR EXCLUSION REQUEST MUST BE POSTMARKED ON OR BEFORE _________, 1998. If you submit a valid and timely request for exclusion, you shall have no rights under the settlement, shall not share in the distribution of the Net Settlement Fund, and shall not be bound by the Stipulation or the Final Judgment.

10. Dismissal And Releases

If the proposed Settlement is approved, the Court will enter a Final Judgment and Order of Dismissal ("Judgment"). The Judgment will dismiss the Released Claims with prejudice as to all Defendants.

The Judgment will provide that all Settlement Class Members who do not validly and timely request to be excluded from the Settlement Class shall be deemed to have released and forever discharged all Released Claims (to the extent members of the Settlement Class have such claims) against all Released Persons.

11. Application For Fees, Expenses And Awards

At the Settlement Hearing, counsel for Plaintiffs will request the Court to award attorneys' fees of 30% of the Settlement Fund, or an average of $0.09 per share. In addition, Plaintiffs' Counsel will seek reimbursement of the expenses, not to exceed $________, which were advanced in connection with the Litigation, including expenses incurred for experts. Settlement Class Members are not personally liable for any fees and expenses.

To date, Plaintiffs' counsel have not received any payment for their services in conducting this Litigation on behalf of Plaintiffs and the members of the class, nor have counsel been reimbursed for their out-of-pocket expenses. The fee requested by Plaintiffs' counsel would compensate counsel for their efforts in achieving the Settlement Fund for the benefit of the class, and for their risk in undertaking this representation on a contingency basis. If approved by the Court, the fee requested would be within the range of fees awarded to plaintiffs' counsel under similar circumstances in litigation of this type.

12. Conditions For Settlement

The Settlement is conditioned upon the occurrence of certain events. Those events include, among other things: (1) entry of the Judgment by the Court, as provided for in the Stipulation; and (2) expiration of the time to appeal from or alter or amend the Judgment. If, for any reason, any one of the conditions described in the Stipulation is not met, the Stipulation might be terminated and, if terminated, will become null and void, and the parties to the Stipulation will be restored to their respective positions as of December 15, 1997, the date before an agreement in principle to settle the Litigation was reached.

13. The Right To Be Heard At The Hearing

Any Settlement Class Member who has not validly and timely requested to be excluded from the Settlement Class, and who objects to any aspect of the Settlement, the Plan of Allocation, the adequacy of representation by Plaintiffs' Settlement Counsel, or the application for attorneys' fees, costs and expenses, may appear and be heard at the Settlement Hearing. Any such Person must submit a written notice of objection, postmarked on or before _________________, 1998, to each of the following:

Clerk of the Court
United States District Court
Northern District of California
San Jose Division
280 South First Street
San Jose, CA 95113

MILBERG WEISS BERSHAD
HYNES & LERACH LLP
WILLIAM S. LERACH
KEITH F. PARK
600 West Broadway, Suite 1800
San Diego, CA 92101

LAW OFFICE OF MILES M.
TEPPER
MILES M. TEPPER
200 Executive Drive, Suite 100
West Orange, NJ 07052

KAUFMAN, MALCHMAN, KIRBY
& SQUIRE, LLP
JEFFREY H. SQUIRE
919 Third Avenue, 11th Floor
New York, NY 10022

HAGENS & BERMAN, P.S.
STEVE W. BERMAN
KARL BARTH
1301 Fifth Avenue
Suite 2929
Seattle, WA 98101

Co-Lead Counsel for Plaintiffs

HELLER, EHRMAN, WHITE &
McAULIFFE
NORMAN J. BLEARS
MICHAEL L. CHARLSON
525 University Avenue
11th Floor
Palo Alto, CA 94301-1900

Counsel for Defendants

The notice of objection must demonstrate the objecting Person's membership in the Settlement Class, including the number of Identix shares purchased and sold during the Settlement Class period, and contain a statement of the reasons for objection. Only members of the Settlement Class who have submitted written notices of objection in this manner will be entitled to be heard at the Settlement Hearing, unless the Court orders otherwise.

14. Special Notice To Nominees

If you hold or purchased any Identix common stock during the Settlement Class Period as nominee for a beneficial owner, then, within ten (10) days after you receive this Notice, you must either: (1) send a copy of this Notice and the Proof of Claim by first class mail to all such Persons; or (2) provide a list of the names and addresses of such Persons to the Claims Administrator:

Identix Securities Litigation
c/o Claims Administrator
Gilardi & Co.
P.O. Box 5100
Larkspur, CA 94977-5100

If you choose to mail the Notice and Proof of Claim yourself, you may obtain from the Claims Administrator (without cost to you) as many additional copies of these documents as you will need to complete the mailing.

Regardless of whether you choose to complete the mailing yourself or elect to have the mailing performed for you, you may obtain reimbursement for or advancement of reasonable administrative costs actually incurred in connection with forwarding the Notice and Proof of Claim and which would not have been incurred but for the obligation to forward the Notice and Proof of Claim, upon submission of appropriate documentation.

15. Examination Of Papers

This Notice is a summary and does not describe all of the details of the Stipulation. For full details of the matters discussed in this Notice, you may desire to review the Stipulation filed with the Court, which may be inspected during business hours, at the office of the Clerk of the Court, United States Courthouse, Northern District of California, San Jose Division, 280 South First Street, San Jose, California.

If you have any questions about the settlement of the Litigation, you may contact Plaintiffs' Settlement Counsel by writing:

MILBERG WEISS BERSHAD
HYNES & LERACH LLP
WILLIAM S. LERACH
KEITH F. PARK
600 West Broadway, Suite 1800
San Diego, CA 92101

LAW OFFICE OF MILES M.
TEPPER
MILES M. TEPPER
200 Executive Drive, Suite 100
West Orange, NJ 07052

KAUFMAN, MALCHMAN, KIRBY
& SQUIRE, LLP
JEFFREY H. SQUIRE
919 Third Avenue, 11th Floor
New York, NY 10022

HAGENS & BERMAN, P.S.
STEVE W. BERMAN
KARL BARTH
1301 Fifth Avenue
Suite 2929
Seattle, WA 98101

IDENTIX\DLM12351.a-1

MILBERG WEISS BERSHAD
HYNES & LERACH LLP
WILLIAM S. LERACH (68581)
KEITH F. PARK (54275)
600 West Broadway, Suite 1800
San Diego, CA 92101
Telephone: 619/231-1058
     - and -
REED R. KATHREIN (139304)
JEFFREY W. LAWRENCE (166806)
222 Kearny Street, 10th Floor
San Francisco, CA 94108
Telephone: 415/288-4545

HAGENS & BERMAN
STEVE W. BERMAN
KARL P. BARTH
1301 Fifth Avenue
Suite 2929
Seattle, WA 98101
Telephone: 206/623-7292

LAW OFFICE OF MILES M.
TEPPER
MILES M. TEPPER
200 Executive Drive, Suite 100
West Orange, NJ 07052
Telephone: 973/243-6700

KAUFMAN, MALCHMAN, KIRBY
& SQUIRE, LLP
JEFFREY H. SQUIRE
919 Third Avenue, 11th Floor
New York, NY 10022
Telephone: 212/371-6600

Attorneys for Plaintiffs

TO: ALL PERSONS WHO PURCHASED SHARES OF THE COMMON STOCK OF IDENTIX, INC. ("IDENTIX") DURING THE PERIOD FROM JANUARY 31, 1996 THROUGH AND INCLUDING AUGUST 26, 1996

If you purchased Identix common stock during the period described above, have not requested exclusion from the Settlement Class and are not a Defendant in this Litigation, or a member of the immediate family of any of the individual defendants, an entity in which any of the Defendants has a controlling interest, or the legal representative, heir, successor or assign of any Defendant, you should read the accompanying Notice of Pendency and Proposed Settlement of Class Actions ("Notice") and complete this Proof of Claim and Release Form

IN ORDER TO BE ELIGIBLE TO PARTICIPATE IN THE SETTLEMENT DESCRIBED IN THE ACCOMPANYING NOTICE, YOU MUST MAIL YOUR COMPLETED PROOF OF CLAIM AND RELEASE TO THE CLAIMS ADMINISTRATOR ON OR BEFORE ____________________, 1998.

1. To recover as a member of the Settlement Class based on your claims in the Identix class actions (the "Litigation"), you must complete and on page __ hereof, sign this Proof of Claim and Release. If you fail to file a properly addressed (as set forth in paragraph 3 below) Proof of Claim and Release, your claim may be rejected and you may be precluded from any recovery from the Settlement Fund created in connection with the proposed Settlement of the Litigation.

2. Submission of this Proof of Claim and Release, however, does not assure that you will share in the proceeds of the settlement of the Litigation.

3. YOU MUST MAIL YOUR COMPLETED AND SIGNED PROOF OF CLAIM AND RELEASE POSTMARKED ON OR BEFORE __________, 1998 ADDRESSED AS FOLLOWS:

Identix Securities Litigation
c/o Gilardi & Co.
P.O. Box 5100
Larkspur, California 94977-5100

4. If you are a member of the Settlement Class and you do not timely request exclusion in connection with the proposed settlement, you are bound by the terms of any judgment entered in the Litigation, WHETHER OR NOT YOU SUBMIT A PROOF OF CLAIM AND RELEASE.

5. If you are NOT a member of the Settlement Class as defined in the Notice of Pendency and Proposed Settlement of Class Actions (the "Notice"), DO NOT submit a Proof of Claim and Release Form.

1. If you purchased Identix common stock and held the certificate(s) in your name, you are the beneficial purchaser as well as the record purchaser. If, however, you purchased these securities, and the certificate(s) were registered in the name of a third party, such as a nominee or brokerage firm, you are the beneficial purchaser and the third party is the record purchaser.

2. Use Part I of this form entitled "Claimant Identification" to identify each purchaser of record, if different from the beneficial purchaser ("nominee") of Identix common stock which form the basis of this claim. THIS CLAIM MUST BE FILED BY THE ACTUAL BENEFICIAL PURCHASER OR PURCHASERS, OR THE LEGAL REPRESENTATIVE OF SUCH PURCHASER OR PURCHASERS, OF THE STOCK, UPON WHICH THIS CLAIM IS BASED.

3. All joint purchasers must sign this claim. Executors, administrators, guardians, conservators and trustees must complete and sign this claim on behalf of persons represented by them and their authority must accompany this claim and their titles or capacities must be stated. The Social Security (or taxpayer identification) number and telephone number of the beneficial owner may be used in verifying the claim. Failure to provide the foregoing information could delay verification of your claim or result in rejection of the claim.

4. A claimant whose stock was held in a custodian account under a Gift to Minors Act ("UGMA"), may file in his or her own name, if he or she is now of age. In this event, the former custodian does not have to sign the Proof of Claim. Custodians under the UGMA should identify themselves as beneficial purchasers, not nominees (e.g., John Smith, Custodian for Jack Smith UGMA). In this instance, use the minor's Social Security Number.

5. Corporate officers or partners filing for a claimant corporation or partnership should fill in the name of the entity as the Beneficial Purchasers, and sign their names and titles where indicated on the signature page.

1. Use Part II of this form entitled "Schedule of Transactions in Identix Stock," to supply all required details of your transaction(s) in these securities. If you need more space or additional schedules, attach separate sheets giving all of the required information in substantially the same form. Sign and print or type your name on each additional sheet.

2. On the schedules, provide all of the requested information with respect to all of your purchases and all of your sales of Identix common stock which took place at any time between January 31, 1996 through and including August 26, 1996 (the "Settlement Class Period"), whether such transactions resulted in a profit or a loss. Failure to report all such transactions may result in the rejection of your claim.

3. List each transaction in the Settlement Class Period separately and in chronological order, by trade date, beginning with the earliest. You must accurately provide the month, day and year of each transaction you list.

4. The term "Purchase Price" means the amount paid for the securities (exclusive of commissions and transfer taxes) and the term "Sales Price" means the amount realized on the sale of the securities (before commissions and transfer taxes). The date of purchase or sale is the "contract" or "trade" date as distinguished from the "settlement" date. The date of covering a "short sale" is deemed to be the date of purchase of the security. The date of a "short sale" is deemed to be the date of sale of the security.

5. Broker's confirmations or other documentation of your transactions in Identix common stock should be attached to your claim. Failure to provide this documentation could delay verification of your claim or result in rejection of your claim. Documentation submitted will not be returned to claimants. You are, therefore, urged to make a copy for your files of the Proof of Claim and Release and all documentation that you submit with it.

PART I: CLAIMANT IDENTIFICATION

_________________________________________________________________________
Beneficial Owner's Name (First, Middle, Last)

_________________________________________________________________________
Street Address

___________________________________    __________________________________
City                                   State                   Zip Code

__________________________________     __________________________________
Foreign Province                       Foreign Country

__________________________________     _________  Individual
Social Security Number or              _________  Corporation/Other
Taxpayer Identification Number

_________        __________________  (work)
Area Code        Telephone Number

_________        __________________  (home)
Area Code        Telephone Number

_________________________________________________________________________
Record Owner's Name (if different from beneficial owner listed above)

PART II: SCHEDULE OF TRANSACTIONS IN IDENTIX COMMON STOCK

A) Purchases (January 31, 1996 - August 26, 1997, inclusive) of Identix common stock

Trade Date             No. of Shares

Mo  Day  Year             Purchased                   Purchase Price

1.___________           ______________                $_________.___

2.___________           ______________                $_________.___

3.___________           ______________                $_________.___

B) Sales (January 31, 1996 - August 26, 1996, inclusive) of Identix common stock

 Trade Date

Mo  Day  Year         No. of Shares Sold               Sales Price

1.___________         __________________               $________.___

2.___________         __________________               $________.___

3.___________         __________________               $________.___

C) Number of shares of Identix common stock held at close of trading on August 26, 1996: __________________.

YOU MUST READ AND SIGN THE RELEASE ON PAGE .

If you require additional space, attach extra schedules in the same format as above. Copies of broker's confirmations or other documentation evidencing your transactions in Identix common stock should be attached.

PART III: SUBMISSION TO JURISDICTION OF COURT AND ACKNOWLEDGEMENTS

I (we) submit this Proof of Claim and Release under the terms of the Stipulation of Settlement described in the Notice. I (we) also submit to the jurisdiction of the United States District Court for the Northern District of California with respect to my claim as a Settlement Class Member and for purposes of enforcing the release set forth herein and any Judgment which may be entered in the Litigation. I (we) further acknowledge that I (we) am (are) bound by and subject to the terms of any Judgment that may be entered in the Litigation.

I (we) agree to furnish additional information to the Claims Administrator to support this claim if required to do so.

PART IV: RELEASE

A. I (we) hereby acknowledge full and complete satisfaction of, and do hereby fully, finally and forever settle, discharge and release all Released Class Claims and Unknown Claims against all Released Persons.

B. The terms used in this release are defined below:

1. "Released Class Claims" means any and all claims, actions, demands, rights, liabilities, and causes of action of every nature and description whatsoever, known or unknown, asserted or that could or might have been asserted in any pleading or amended pleading by the Representative Plaintiffs, or by any of the other Settlement Class Members, or any of them, based upon, arising from, or in any way related to both the purchase of Identix common stock, by the Representative Plaintiffs or the other Settlement Class Members during the Settlement Class Period and the facts, transactions, events, occurrences, disclosures, statements, acts or omissions or failures to act which were or could or might have been alleged in the Litigation; or any claim that the Defendants improperly defended or settled the Litigation; provided however, that this release shall not in any way impair or restrict the rights of the Settling Parties to enforce the terms of the settlement as set forth in the Stipulation.

2. "Unknown Claims" means any Released Class Claims which any Representative Plaintiff or any other Settlement Class Member (collectively "Releasors") does not know or suspect to exist in his, her or its favor at the time of the release of the Released Persons which, if known by him, her or it, might have affected his, her or its settlement with and release of the Released Persons, or might have affected his, her or its decision not to object to this settlement or not to exclude himself, herself or itself from the Settlement Class. With respect to any and all Released Class Claims against the Released Persons, the Parties stipulate and agree that, upon the Effective Date, the Representative Plaintiffs shall expressly and the other Settlement Class Members shall be deemed to have, and by operation of the Judgment shall have, expressly waived and relinquished, to the fullest extent permitted by law, the provisions, rights, and benefits of §1542 of the California Civil Code, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

With respect to any and all Released Class Claims against the Released Persons, each of the Representative Plaintiffs shall expressly and the other Settlement Class Members shall be deemed to have, and upon the Effective Date and by operation of the Judgment shall have, waived any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, or of international or foreign law, which is similar, comparable or equivalent to §1542 of the California Civil Code. Each of the Representative Plaintiffs and the other Settlement Class Members may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the Released Class Claims, but hereby stipulate and agree that each Representative Plaintiff does and each other Settlement Class Member shall be deemed to, upon the Effective Date, and by operation of the Judgment shall have, fully, finally, and forever settled and released any and all Released Class Claims against the Released Persons, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts. Releasors acknowledge that the foregoing waiver was bargained for and a key element of the settlement of which this release is a part.

3. "Released Persons" means each and all of the Defendants, and their respective Related Parties.

4. "Defendants" means Identix, Randall C. Fowler, and James P. Scullion.

5. "Related Parties" means each of any Defendant's past, present or future directors, officers, employees, partnerships and partners, principals, agents, controlling shareholders, any entity in which any Defendant and/or any member(s) of that Defendant's immediate family has or have a controlling interest, attorneys, accountants, auditors, banks or investment bankers, advisors, personal or legal representatives, primary directors' and officers' liability insurerand reinsurers, predecessors, successors, parents, subsidiaries, divisions, joint ventures and joint venturers, assigns, spouses, heirs, executors, administrators, related or affiliated entities, any members of an Individual Defendant's immediate family, or any trust of which any Defendant is the settlor or which is for the benefit of any Individual Defendant and/or member(s) of his or her family.

C. This release shall be of no force or effect unless and until the Court gives final approval to the Settlement and the Effective Date occurs.

PART V: REPRESENTATIONS

I (we) hereby warrant and represent that I (we) have not assigned or transferred or purported to assign or transfer, voluntarily or involuntarily, any matter released pursuant to this release or any other part or portion thereof.

I (we) certify that I am (we are) not subject to backup withholding under the provisions of Section 3406(a) (1) (c) of the Internal Revenue Code.

NOTE: If you have been notified by the Internal Revenue Service that you are subject to backup withholding, please strike out the language that you are not subject to backup withholding in the certification above.

I declare under penalty of perjury under the laws of the United States of America that the foregoing information supplied by the undersigned is true and correct and that this Proof of Claim and Release form was executed this _____ day of

_________________ in ______________________________________________
(month) (year)       (City, State, Country)

                      ______________________________________________
                      (Sign your name here)

                      ______________________________________________
                      (Type or print your name here)

                      ______________________________________________
                      (Capacity of persons signing, e.g., Beneficial
                       Purchaser, Executor or Administrator)

Reminder Checklist:

1. Please sign the above release and declaration.

2. Remember to attach copies of your supporting documentation, if available.

3. Do not send originals or copies of stock certificates.

4. Keep a copy of your claim form for your records.

5. If you desire an acknowledgment of receipt of your claim form, please send it Certified Mail, Return Receipt Requested.

6. If you move, please send us your new address.

IDENTIX\DLM12352.a-2

MILBERG WEISS BERSHAD
HYNES & LERACH LLP
WILLIAM S. LERACH (68581)
KEITH F. PARK (54275)
600 West Broadway, Suite 1800
San Diego, CA 92101
Telephone: 619/231-1058
     - and -
REED R. KATHREIN (139304)
JEFFREY W. LAWRENCE (166806)
222 Kearny Street, 10th Floor
San Francisco, CA 94108
Telephone: 415/288-4545

HAGENS & BERMAN
STEVE W. BERMAN
KARL P. BARTH
1301 Fifth Avenue
Suite 2929
Seattle, WA 98101
Telephone: 206/623-7292

LAW OFFICE OF MILES M.
TEPPER
MILES M. TEPPER
200 Executive Drive, Suite 100
West Orange, NJ 07052
Telephone: 973/243-6700

KAUFMAN, MALCHMAN, KIRBY
& SQUIRE, LLP
JEFFREY H. SQUIRE
919 Third Avenue, 11th Floor
New York, NY 10022
Telephone: 212/371-6600

Attorneys for Plaintiffs

TO: ALL PERSONS WHO PURCHASED THE COMMON STOCK OF IDENTIX, INC. ("IDENTIX") DURING THE PERIOD FROM JANUARY 31, 1996 THROUGH AND INCLUDING AUGUST 26, 1996

Class litigation has been filed in the United States District Court for the Northern District of California against Identix and certain of its officers and directors. The parties to these actions have reached a proposed settlement.

You are hereby notified, pursuant to Court order that a hearing will be held on __________, 199_, at ____ _.m., before the Honorable Ronald M. Whyte, United States District Judge, at the United Courthouse, 280 South First Street, San Jose, California (the "Settlement Hearing") to determine: (1) whether the settlement of claims in the litigation in the amount of $3.0 million in cash, plus accrued interest (the "Settlement Fund"), should be approved as fair, just, reasonable and adequate to all the Settling Parties; (2) whether the proposed Plan of Allocation is fair, just, reasonable, and adequate; (3) whether the application of plaintiffs' counsel for an award of attorneys' fees and expenses should be approved; and, (4) whether the Litigation should be dismissed with prejudice as set forth in the Stipulation of Settlement dated as of December 15, 1997 and filed with the Court.

If you purchased Identix common stock during the period from January 31, 1996 through and including August 26, 1996, your rights may be affected by the settlement of this Litigation. To share in the distribution of the Settlement Fund, you must establish your rights by filing a Proof of Claim and Release form on or before __________, 1998.

If you desire to be excluded from the Class, you must file a request for exclusion by _____________, 1998, in the manner and form explained in the detailed Notice referred to below. All members of the Settlement Class who have not requested exclusion from the Settlement Class will be bound by any judgment entered in the Litigation pursuant to the settlement agreement.

Any objection to the settlement must be filed no later than _____________, 1998 and show due proof of service on each of:

MILBERG WEISS BERSHAD
HYNES & LERACH LLP
WILLIAM S. LERACH
KEITH F. PARK
600 West Broadway, Suite 1800
San Diego, CA 92101

LAW OFFICE OF MILES M.
TEPPER
MILES M. TEPPER
200 Executive Drive, Suite 100
West Orange, NJ 07052

KAUFMAN, MALCHMAN, KIRBY
& SQUIRE, LLP
JEFFREY H. SQUIRE
919 Third Avenue, 11th Floor
New York, NY 10022

HAGENS & BERMAN, P.S.
STEVE W. BERMAN
KARL BARTH
1301 Fifth Avenue
Suite 2929
Seattle, WA 98101

Co-Lead Counsel for Plaintiffs

HELLER, EHRMAN, WHITE &
McAULIFFE
NORMAN J. BLEARS
MICHAEL L. CHARLSON
525 University Avenue
11th Floor
Palo Alto, CA 94301-1900

Attorneys for Defendants

If you are a Member of the Settlement Class and have not received a detailed printed Notice of Pendency and Proposed Settlement of Class Actions and a Proof of Claim and Release form, you may obtain copies by writing to: Identix Securities Litigation, Claims Administrator, P.O. Box 5100, Larkspur, CA 94977-5100. Please do not contact the Court or the Clerk's office for information.

Any inquiries about this Litigation can be made in writing to any of the following Plaintiffs' Settlement Counsel, Milberg Weiss Bershad Hynes & Lerach LLP, 600 West Broadway, Suite 1800, San Diego, CA 92101; Law Office of Miles M. Tepper, 200 Executive Drive, Suite 100, West Orange, NJ 07052; Kaufman, Malchman, Kirby & Squire LLP, 919 Third Avenue, 11th Floor, New York, NY 10022; and Hagens & Berman, P.S., 1301 Fifth Avenue, Suite 2929, Seattle, WA 98101.

DO NOT TELEPHONE THE COURT REGARDING THIS NOTICE.

IDENTIX\DLM12353.a-3

This matter came on for hearing on _____________, 1998, upon the application of the Settling Parties for approval of the Settlement set forth in the Stipulation of Settlement (the "Stipulation") dated as of December 15, 1997. Due and adequate notice having been given to the Settlement Class, and the Court having considered the Stipulation, all papers filed and proceedings had herein and all oral and written comments received regarding the proposed Settlement, and having reviewed the entire record in the Litigation, and good cause appearing.

IT IS HEREBY ORDERED, ADJUDGED AND DECREED AS FOLLOWS:

1. The Court, for purposes of this Final Judgment and Order of Dismissal (the "Final Judgment"), adopts all defined terms as set forth in the Stipulation.

2. The Court has jurisdiction over the subject matter of the Litigation, the Representative Plaintiffs, the other Members of the Settlement Class, and the Defendants.

3. The Court finds that the distribution of the Notice of Pendency and Settlement of Class Action and Settlement Hearing, Proof of Claim and Release, and publication of the Summary Notice as provided for in the Order Preliminarily Approving Settlement and Approving the Form and Manner of Notice constituted the best notice practicable under the circumstances to all Persons within the definition of the Settlement Class, and fully met the requirements of Rule 23 of the Federal Rules of Civil Procedure, due process, the United States Constitution, and any other applicable law.

4. Pursuant to and in accordance with the requirements of Rule 23 of the Federal Rules of Civil Procedure, the Court approves the settlement of the above-captioned action, as set forth in the Stipulation, each of the releases and other terms, as fair, just, reasonable, and adequate as to the Settling Parties. The Settling Parties are directed to perform in accordance with the terms set forth in the Stipulation.

5. Except as to any individual claim of those Persons (identified in Exhibit 1 hereto) who have validly and timely requested exclusion from the Settlement Class, the Litigation and all claims contained therein, including all of the Released Claims against the Released Persons, are dismissed with prejudice as to the Representative Plaintiffs and the other Members of the Settlement Class, and as against the Defendants. The Settling Parties are to bear their own costs, except as otherwise provided in the Stipulation.

6. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, this Court has certified a Settlement Class of all persons who purchased the common stock of Identix shares during the period beginning January 31, 1996 through and including August 26, 1996, inclusive. Excluded from the Settlement Class are the Defendants, officers and directors of Identix during the Settlement Class Period, members of the immediate family of any Individual Defendant, any entity in which any Defendant has a controlling interest, and the legal representatives, heirs, successors and assigns of any such excluded party. Also excluded from the Settlement Class are those persons (identified in Exhibit 1 hereto) who have timely and validly requested exclusion from the Settlement Class pursuant to the Notice of Pendency and Settlement of Class Action and Settlement Hearing ("Notice") sent to the Settlement Class.

7. With respect to the Settlement Class, this Court finds and concludes that: (a) the members of the class are so numerous that joinder of all class members in the Litigation is impracticable; (b) there are questions of law and fact common to the class which predominate over any individual questions; (c) the claims of the Representative Plaintiffs are typical of the claims of the class; (d) in negotiating and entering into the Stipulation, the Representative Plaintiffs and their counsel have fairly and adequately represented and protected the interests of the class members; and (e) a class action is superior to other available methods for the fair and efficient adjudication of the controversy, considering: (i) the interests of the members of the class in individually controlling the prosecution of the separate actions, (ii) the extent and nature of any litigation concerning the controversy already commenced by members of the class, (iii) the desirability or undesirability of continuing the litigation of these claims in this particular forum, and (iv) the difficulties likely to be encountered in the management of the class action.

8. Upon the Effective Date, the Representative Plaintiffs and their counsel on their own behalf and on behalf of all other Settlement Class Members shall, and by operation of this Judgment shall, fully, finally, and forever release, relinquish and discharge all Released Claims against each and all of the Released Persons, whether or not such Settlement Class Member executes and delivers the Proof of Claim and Release.

9. Upon the Effective Date, each of the Defendants and their respective counsel shall, and by operation of this Judgment shall, fully, finally, and forever release, relinquish and discharge each of the Representative Plaintiffs, the other Settlement Class Members, and counsel to the Representative Plaintiffs, from all claims (whether or not known or suspected) arising out of, relating to, or in connection with the institution, prosecution, assertion or resolution of the Litigation or the Released Claims.

10. Only those Settlement Class Members filing valid and timely Proofs of Claim and Release shall be entitled to participate in the Settlement and receive a distribution from the Settlement Fund. The Proof of Claim and Release to be executed by the Settlement Class Members shall release all Released Claims against the Released Persons. All Settlement Class Members shall, as of the Effective Date, be bound by the releases set forth herein whether or not they submit a valid and timely Proof of Claim and Release.

11. Neither the Stipulation nor the Settlement contained therein, nor any act performed or document executed pursuant to or in furtherance of the Stipulation or the settlement: (i) is or may be deemed to be or may be used as an admission of, or evidence of, the validity of any Released Claim, or of any wrongdoing or liability of the Defendants or their Related Parties, (ii) is or may be deemed to be or may be used as an admission of, or evidence of, any fault or omission of any of the Defendants or their Related Parties in any civil, criminal or administrative proceeding in any court, administrative agency or other tribunal; or (iii) shall be offered in evidence by any Settlement Class Member or Plaintiffs' Settlement Counsel for any purpose except as provided in this ¶11. Defendants have denied and continue to deny each and all of the claims alleged in the Litigation. Released Persons may file the Stipulation and/or the Judgment from this Litigation in any other action that may be brought against them in order to support a defense or counterclaim based on principles of res judicata, collateral estoppel, release, good faith settlement, judgment bar or reduction of any theory of claim preclusion or issue preclusion or similar defense or counterclaim. The Settling Parties, their respective counsel or any other Member of the Settlement Class may file the Stipulation in any proceeding brought to enforce any of its terms or provisions.

12. No Party or their respective counsel violated any of the requirements of Rule 11(b) of the Federal Rules of Civil Procedure with respect to the complaint filed in this Litigation, any responsive pleading to the complaint or any dispositive motion with respect to the complaint.

13. The Court reserves exclusive and continuing jurisdiction over the Litigation, the Representative Plaintiffs, the Settlement Class and the Released Persons for the purposes of: (1) supervising the implementation, enforcement, construction, and interpretation of the Stipulation, the Plan of Allocation, and this Judgment; (2) hearing and determining any application by Representative Plaintiffs' Counsel for an award of attorneys' fees, costs, and expenses; and (3) supervising the distribution of the Settlement Fund.

Submitted by:

MILBERG WEISS BERSHAD
HYNES & LERACH LLP
WILLIAM S. LERACH
KEITH F. PARK

______________________________
KEITH F. PARK

600 West Broadway, Suite 1800
San Diego, CA 92101
Telephone: 619/231-1058

MILBERG WEISS BERSHAD
HYNES & LERACH LLP
REED R. KATHREIN
JEFFREY W. LAWRENCE
222 Kearny Street, 10th Floor
San Francisco, CA 94108
Telephone: 415/288-4545

HAGENS & BERMAN
STEVE W. BERMAN
KARL P. BARTH
1301 Fifth Avenue
Suite 2929
Seattle, WA 98101
Telephone: 206/623-7292

LAW OFFICE OF MILES M.
TEPPER
MILES M. TEPPER
200 Executive Drive, Suite 100
West Orange, NJ 07052
Telephone: 973/243-6700

KAUFMAN, MALCHMAN, KIRBY
& SQUIRE, LLP
JEFFREY H. SQUIRE
919 Third Avenue, 11th Floor
New York, NY 10022
Telephone: 212/371-6600

Attorneys for Plaintiffs

IDENTIX\DLM12354.e-b

I, the undersigned, declare:

1. That declarant is and was, at all times herein mentioned, a citizen of the United States and a resident of the County of San Diego, over the age of 18 years, and not a party to or interested in the within action; that declarant's business address is 600 West Broadway, Suite 1800, San Diego, California 92101.

2. That on December 16, 1997, declarant caused true copies of STIPULATION OF SETTLEMENT to be delivered to Federal Express for service on each of the parties listed on the attached Service List on December 17, 1997.

3. That declarant caused this document to be forwarded to the following designated Internet site at:

I declare under penalty of perjury that the foregoing is true and correct. Executed this 16th day of December, 1997, at San Diego, California.