IDENTIX INCORPORATED

INFORMATION AND REGISTRATION RIGHTS AGREEMENT

THIS INFORMATION AND REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of July 7, 2000 by and among Identix Incorporated, a Delaware corporation (the "Company") and Motorola, Inc., a Delaware corporation ("Motorola" or "Investor" hereunder).

RECITALS

A. The Company and Motorola have entered into a Securities Purchase Agreement dated as of July 6, 2000 for the sale by the Company and the purchase by Motorola of a certain number of shares of the Company's Series A Preferred Stock and a warrant (the "Warrant") to purchase an identified number of shares of by the Company's Common Stock (the "Purchase Agreement").

B. In connection with the purchase and sale of the Company's securities, the Company and Motorola desire to provide for the rights of Motorola with respect to information about the Company and registration of the Common Stock issued upon conversion of the Company's securities according to the terms of this Agreement.

THE PARTIES AGREE AS FOLLOWS:

1. Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings:

1.1 "Commission" shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

1.2 "Convertible Securities" shall mean securities of the Company convertible into or exchangeable for Registrable Securities or convertible, exchangeable or exercisable for securities which are convertible or exchangeable for the Registrable Securities.

1.3 "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

1.4 "Form S-3" shall mean Form S-3 issued by the Commission or any substantially similar form then in effect.

1.5 "Holder" shall mean any holder of outstanding Registrable Securities which have not been sold to the public, but only if such holder is Motorola or an assignee or transferee of registration rights as permitted by Section 8.

1.6 "New Securities" shall mean any shares of equity securities of the Company (other than Common Stock) issued by the Company after the date hereof; provided that "New Securities" does not include the Convertible Securities outstanding as of the date hereof or issued or issuable pursuant to the Purchase Agreement or the Common Stock issuable upon conversion of such Convertible Securities.

1.7 The terms "Register", "Registered", and "Registration" refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act and the applicable rules and regulations thereunder ("Registration Statement"), and the declaration or ordering of the effectiveness of such Registration Statement.

1.8 "Registrable Securities" shall mean all shares of Common Stock issued or issuable upon conversion or exercise of any of the Company's Convertible Securities purchased by or issued to Motorola now or hereafter, including Common Stock issued pursuant to stock splits, stock dividends and similar distributions, and any securities of the Company granted registration rights pursuant to Section 7 of this Agreement, provided such shares have not been previously sold to the public.

1.9 "Registration Expenses" shall mean all expenses incurred by the Company in complying with Section 5 of this Agreement, including, without limitation, all federal and state registration, qualification, and filing fees, printing expenses, fees and disbursements of counsel for the Company, blue sky fees and expenses, and the expense of any special audits incident to or required by any such registration, other than Selling Expenses.

1.10 "Securities Act" shall mean the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

1.11 "Selling Expenses" shall mean all underwriting discounts and selling commissions and stock transfer taxes applicable to the sale of Registrable Securities pursuant to this Agreement.

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