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**EXHIBIT 10.58**
**LLC MEMBERSHIP INTEREST TRANSFER AGREEMENT**
     THIS LLC MEMBERSHIP INTEREST TRANSFER AGREEMENT (this “Agreement”) isentered into as of February 13, 2004, by and between Sylvan Learning Systems,Inc., a Maryland corporation (“Sylvan”) and Identix Incorporated, a Delawarecorporation (“Identix”).
**RECITALS**
     WHEREAS, Sylvan and Identix are parties to Limited Liability CompanyAgreement dated as of September 30, 1997 (the “LLC Agreement”).
     WHEREAS, the LLC Agreement addresses, among other things, the formation,management and operation of Sylvan/Identix Fingerprinting Centers LLC, aDelaware limited liability company (the “Company”).
     WHEREAS, Sylvan and Identix (each, a “Member” and together the “Members”)are each members of the Company and the LLC Agreement allows for the transferof any Interest of one Member in the Company to another Member.
     WHEREAS, Identix (also referred to herein as “Buyer”), desires to purchasefrom Sylvan (also referred to herein as “Seller”), and Seller desires to sellto the Buyer, one-hundred percent (100%) of Seller’s total Interest in theCompany for an aggregate purchase price of $   , subject to the terms setforth herein.
     NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
**AGREEMENT**
     1**. *****Definitions*****.**Capitalized, terms not defined in this Agreement shallbe as defined in the LLC Agreement.
     2**. *****Purchase and Sale of Membership Interest.***
               (a) Buyer shall purchase from Seller, and Seller shall sell to Buyer, 100%of Seller’s total Interest in the Company (the “Transferred MembershipInterest”) for the aggregate purchase price of $   (the “Purchase Price”).
               (b) The Purchase Price shall be payable by Buyer to Seller, and theTransferred Membership Interest shall be transferred by Seller to Buyer, at10:00 a.m. Central time on February 20, 2004 (the “Closing”).
               (c) The Purchase Price shall be payable by Buyer to Seller at the Closingby wire transfer in immediately available funds to Seller’s account as follows:
 

 

               Bank Name and Address:
               Account Holder:
               Account Number:
               Routing Number:
               (d) Seller agrees and acknowledges that no certificate or certificates arenecessary to evidence the Transferred Membership Interest that is beingtransferred by Seller to Buyer hereunder; such transfer shall be deemedeffective automatically, without further notice or instruction from Seller, atthe Closing.
     3**. *****Representation and Warranties of Seller.***Seller hereby represents andwarrants to Buyer that:
               (a) Seller is a corporation duly organized, validly existing and in goodstanding under the laws of the State of Maryland with full corporate power andauthority to enter into this Agreement and to carry out its obligationshereunder. The execution, delivery, and performance by Seller of thisAgreement have been duly authorized by all necessary corporate action on thepart of Seller, and, this Agreement is legally binding upon Seller inaccordance with its terms;
               (b) The execution, delivery, and performance by Seller of this Agreementand the transactions contemplated thereby will not (i) violate the provisionsof any order, judgment, or decree of any court or other governmental agency orany arbitrator applicable to Seller or the Certificate of Incorporation orBylaws of Seller; or (ii) result in a material breach of or constitute (withdue notice or lapse of time or both) a material default under any contract oragreement to which Seller is a party or by which Seller is bound; and
               (c) Seller is the sole beneficial and record holder of the TransferredMembership Interest, and upon consummation of the transactions contemplated bythis Agreement, Seller shall have transferred to Buyer and Buyer shall haveobtained from Seller all right, title and interest in the TransferredMembership Interest, free and clear of any and all liens, mortgages,hypothecations, collateral assignments, charges, encumbrances, title defects,security interests or claims (whether recorded or unrecorded) of any kind.
               (d) Seller has not retained any investment banker, broker, or finder inconnection with the transactions contemplated by this Agreement.
     4**. *****Representations and Acknowledgments of Buyer.***The Buyer herebyrepresents and warrants to Seller that:
               (a) Buyer is a corporation duly organized, validly existing and in goodstanding under the laws of the State of Delaware with full corporate power andauthority to enter into this Agreement and to carry out its obligationshereunder. The execution, delivery, and performance by Buyer of this Agreementhave been duly authorized by all necessary corporate
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action on the part ofBuyer, and, this Agreement is legally binding upon Buyer in accordance with itsterms;
               (b) The execution, delivery, and performance by Buyer of this Agreementand the transactions contemplated thereby will not (i) violate the provisionsof any order, judgment, or decree of any court or other governmental agency orany arbitrator applicable to Buyer or the Certificate of Incorporation orBylaws of Buyer; or (ii) result in a material breach of or constitute (with duenotice or lapse of time or both) a material default under any contract oragreement to which Buyer is a party or by which Buyer is bound; and
               (c) Buyer has not retained any investment banker, broker, or finder inconnection with the transactions contemplated by this Agreement.
     5**. *****Revised Membership Interests and Capital Accounts.***Each Member’sInterest in the Company, adjusted to reflect the transfer of the TransferredMembership Interest by Seller to Buyer hereunder, is set forth below:           **Percentage Interest in** ** **  **Company Prior to Sale of** **Percentage Interest in Company**  **Transferred Membership** **Following Sale of Transferred****Member** **Interest** **Membership Interest**Sylvan (Seller)  50%  0%Identix (Buyer)  50%  100%
The Capital Accounts of the Buyer and the Seller shall be adjusted to reflectthe transfer of the Transferred Membership Interest to the Buyer.
     6. ***Resignation as Member; Resignation of Seller’s Managers; Amendment ofBylaws and LLC Agreement.***The parties agree that, effective upon the Closing,Seller will have no further rights as a Member in the Company, and immediatelyprior to the execution of this Agreement, Seller will cause its designatedManagers to resign from the Company. The parties agree that upon the purchaseof Transferred Membership Interest pursuant to this Agreement, Buyer shall befree to amend the Bylaws and the LLC Agreement, and to take any and all suchother actions, and amend any and all such other documents, agreements,instruments or certificates, as may be necessary or appropriate to effectuateand carry out the purpose and intent of the foregoing and the transactionscontemplated by this Agreement.
     7**. *****Noncompetition Agreement.***Commencing on the date hereof andcontinuing for two years after the date of the Closing (such two year period,the “Noncompetition Period”), Seller shall not directly or indirectly (otherthan on behalf of Buyer), without the prior written consent of the CEO ofBuyer, engage in, or manage or direct persons engaged in, a CompetitiveBusiness Activity (as defined below) anywhere in the world. For all purposeshereof, the term “Competitive Business Activity” shall mean the businesspreviously conducted by the Company or proposed to be conducted by the Companyprior to the sale to Buyer, including without limitation, the use of biometricsgenerally in any background or applicant screening business or process.
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     8**. *****Nonsolicitation of Personnel*****.**During the Noncompetition Period,Seller shall not, directly or indirectly, solicit, induce or attempt to induceany employee, consultant or services contractor of the Company or the Buyer orany successor in interest to the Company or the Buyer to terminate his or heremployment or engagement with the Company or Buyer or any successor in interestto the Company or Buyer.
     9**. *****Termination of Associated Agreements.***The parties agree thateffective upon the closing of the transactions contemplated by this Agreement,any and all Associated Agreements shall immediately terminate and be void andof no further force or effect.
     10. ***Release.***At the Closing, the Buyer releases the Seller from anyliabilities and obligations, if any, under the Company’s 1998 EquityAppreciation Rights Plan, and each party releases the other from anyfurther obligations, liabilities, damages or claims or any kind arisingout of or related to the LLC Agreement or the business or operations ofthe Company.
     11. ***No Shop.***From the date first above written until the date of Closing,Seller will not, and will not permit its officers, directors, employees, agentsor representatives to, solicit, encourage, initiate, enter into, continue orparticipate in any negotiations or discussions with, or provide information to,any third party concerning the possible sale, disposition or other transfer ofthe Transferred Membership Interest or the Company, or any other transactionthat would be inconsistent with the transactions contemplated by thisAgreement. Seller shall immediately cases and cause to be terminated any suchcontacts or negotiations with third parties and shall immediately notify Buyerif Seller learns of any such inquiry or proposal during such period.
     12*. ****Notices.***Any notice or other communication required or permittedhereunder shall be in writing and shall be deemed to have been duly given onthe date of service if served personally or five days after mailing if mailedby first class United States mail, certified or registered with return receiptrequested, postage prepaid, and addressed as follows:
               To Members: The address listed after their signatures below.
     13**. *****Expenses****.*Except as otherwise expressly contemplated in thisAgreement, each party shall bear its own costs and expenses incurred inconnection with this Agreement and the Promissory Note and the transactionscontemplated hereby and thereby.
     14**. *****Binding Effect.***This Agreement shall be binding upon the legalrepresentatives and successors of the Seller and the Buyer and the Members;provided, however, that the Members may not assign any rights or obligationsunder this Agreement.
     15**. *****Governing Law*****.**This Agreement shall be governed by and construed inaccordance with the laws of the State of Delaware applicable to contractsentered into and to be performed entirely within the State of Delaware byresidents of the State of Delaware.
     16**. *****Confidentiality; Publicity.***Prior to the Closing, this Agreement andthe terms contained here are to be held in the strictest confidence by theparties and are not to be disclosed by parties to any party other than theirrespective directors, officers and financial and legal advisors; provided,however, that the Buyer may discuss the
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transactions contemplated by thisAgreement with such employees of the Company as Buyer deems appropriate. Uponand after the Closing, each of the parties shall be free to make such publicannouncements of this Agreement and the transactions contemplated hereby as itdeems necessary or appropriate.
     17. ***Entire Agreement.***This Agreement constitutes the entire agreement of theparties pertaining to the sale of the Interest by the Seller and supersedes allprior and contemporaneous agreements, representations, and understandings ofthe parties with respect to such sale.
     18. ***Counterparts.***This Agreement may be signed in counterparts with thesame effect as if the signature on each such counterpart were on the sameinstrument. Facsimiles of signatures shall be deemed to be originals.IN WITNESS WHEREOF, the parties hereto have executed this Agreement as ofthe date first above written.
     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.      **SYLVAN LEARNING SYSTEMS, INC.**