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EXHIBIT 10.61 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT This Amendment No. 2 (this Amendment No. 2) to Employment Agreement is dated
as of May 13, 2004 by and between Identix Incorporated, a Delaware corporation
(Identix) and Mark S. Molina (Employee). WHEREAS, Identix and Employee entered into that certain Employment
Agreement dated as of August 22, 2001, as amended April 30, 2002 (the
Agreement) and desire in accordance with Section 5.9 of the Agreement to make
certain amendments thereto; NOW, THEREFORE, in consideration of the foregoing premises, the parties
hereto hereby agree as follows: 1. The language set forth in Section 2.4(b) of the Agreement is deleted in
its entirety and replaced with the following language (b) as severance compensation, Employee shall continue to be paid
Employees then current base salary for a period of 18 months from
the effective date of Termination Other Than For Cause or
Resignation for Good Reason (Severance Period); provided, that
Employee shall have the right, exercisable in Employees sole
judgment, to be immediately paid, in one lump sum payment, an
amount equivalent to Employees base salary for 18 months, or
alternatively to be paid such amount in two lump sums, the first
lump sum payment in an amount equivalent to 12 months base salary
paid immediately upon the effective date of Termination Other Than
For Cause or Resignation for Good Reason, and the second lump sum
payment in an amount equivalent to six months base salary on the
first anniversary of such effective date of Termination Other Than
For Cause or Resignation for Good Reason, in each case rather than
receiving such aggregate amount in regular payments over the term
of the Severance Period. 2. In Section 2.4(d), the words Severance Period are deleted and
replaced with period that is 12 months following the effective date of
Termination Other Than For Cause or Resignation for Good Reason. 3. On the fifth line of Section 2.4(e), delete the word but appearing
immediately after the word options, and replace with: and except as
otherwise provided in this Agreement, 4. A new Section 2.6 (c) is added as follows:




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(c) Identix or its successor will pay all costs and expenses
arising out of or related to the relocation of Employee and his
family to any location in the mainland United States (including
without limitation brokers fees on sale of home, moving expenses,
travel for family to and fro, etc.), as well as a tax gross up to
cover these benefits, following any separation of employment. 5. In Section 5.2 of the Agreement, the address for notices to
Identix is changed to 5600 Rowland Rd.
Minnetonka, MN 55343
Attn: CEO
Fax: 952-932-7181
Confirmation No: (952) 932-0888 6. In Section 1 of Schedule A to the Agreement, the address of the
Employee is changed to the following: [intentionally omitted] 7. Section 2 of Schedule A to the Agreement is amended in its
entirety to read in its entirety as follows: 2. Term of Agreement.     Until August 22, 2007. 8. Section 5 of Schedule A to the Agreement is amended in its entirety to
read in its entirety as follows: 5. Severance Period:       18 months 9. Except as expressly provided in this Amendment No. 2, the Agreement has
not been amended or modified and, as amended hereby, shall remain in full force
and effect. 10. This Amendment No. 2 may be executed in duplicate counterparts, each
of which shall be deemed to be an original. IN WITNESS WHEREOF, the parties have executed this Amendment No. 2 as of
the day and year first above written.  IDENTIX INCORPORATED
    
    EMPLOYEEBy
    
    ByName: Joseph J. Atick
Title: President & CEO
    
    Name: Mark S. Molina
Title: General Counsel & Secretary
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