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                                                                     Exhibit 4.4

                                                            IDENTIX INCORPORATED


                          CERTIFICATE OF DESIGNATION
                                      OF
                           SERIES A PREFERRED STOCK
                                      OF
                             IDENTIX INCORPORATED

     Identix Incorporated, a Delaware corporation (the "Corporation"), organized
and existing under the laws of the State of Delaware, the Certificate of
Incorporation of which was filed in the office of the Secretary of State of
Delaware on September 16, 1998, does by its President and under its corporate
seal hereby certify as follows:

     FIRST: That by the Certificate of Incorporation duly filed as above stated,
the total number of shares which this Corporation may issue is stated by
paragraph FOURTH to be as follows:

     "The total number of shares of all classes of capital stock which the
     corporation shall have authority to issue is Fifty Two Million (52,000,000)
     shares, comprised of Fifty Million (50,000,000) shares of Common Stock with
     a par value of $.01 per shares (the "Common Stock") and Two Million
     (2,000,000) shares of Preferred Stock with a par value of $.01 per share
     (the "Preferred Stock")";

     SECOND: That pursuant to the authority conferred upon the Board of
Directors by the Certificate of Incorporation of the Corporation filed in the
office of the Secretary of State of Delaware on September 16 1998, and Section
151 of the General Corporation Law of the State of Delaware (the "DGCL"), the
Board of Directors on July 5, 2000, adopted the following resolutions:

     RESOLVED, that a series of the class of Preferred Stock of the Corporation
     is hereby created, and that the designation and amount thereof and the
     voting powers, preferences and relative, participating, optional and other
     special rights of the shares of such series, and the qualifications,
     limitations or restrictions are as follows:
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A.   SERIES A PREFERRED STOCK

     1.   Designation of Series.
          ---------------------

     234,558 shares of the Preferred Stock of the Corporation shall constitute a
series of Preferred Stock designated as Series A Preferred Stock ("Series A
Preferred"), the powers, preferences and relative and other rights and the
qualifications, limitations and restrictions of which are fixed and determined
in this Section A.

     2.   Dividends.
          ---------

     The holders of the then outstanding shares of Series A Preferred shall be
entitled to receive on a pari passu basis with the holders of Common Stock,
when, as and if declared by the Board out of any funds legally available
therefor, dividends at the rate established by the Board. The right to such
dividends on shares of Series A Preferred shall be non-cumulative and no right
shall accrue to holders of Series A Preferred by reason of the fact that such
dividends on such shares are not declared or paid in any prior year.

     3.   Liquidation Rights.
          ------------------

     In the event of any liquidation, dissolution or winding up of the affairs
of the Corporation, whether voluntary or involuntary (collectively, a
"Liquidating Event"), the holders of the Series A Preferred shall be entitled to
receive, prior and in preference to any distribution of any of the assets or
surplus funds of the Corporation to the holders of the Common Stock by reason of
their ownership thereof, an amount equal to all accrued or declared but unpaid
dividends on each share of the Series A Preferred then held by such holder plus
an amount equal to the greater (as adjusted for any stock dividends,
combinations, or splits with respect to such shares) of (x) the then current
market price of each such share, which for purposes of this Section 3 shall mean
the average closing price of the Corporation's Common Stock on the principal
United States securities exchange or trading market on which such Common Stock
is listed or traded during the 10 trading days immediately prior to a
Liquidating Event or (y) the original issue price of Series A Preferred of
$15.9875 per share, (collectively, the "Series A Liquidation Preference"). If
upon the occurrence of such event, the assets and funds thus distributed among
the holders of the Series A Preferred shall be insufficient to permit the
payment to such holders of the full aforesaid preferential amount, then the
entire assets and funds of the Corporation shall be distributed ratably among
the holder of the Series A Preferred in proportion to the preferential amount
each such holder is otherwise entitled to receive. For purposes of this Section
3, a sale, lease, exchange or other conveyance of all or substantially all of
the Corporation's assets or a merger or consolidation of the Corporation with or
into another entity other than the Initial Holder (as defined In Section 4
below) (or other form of corporate reorganization in which outstanding shares of
the

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Corporation are exchanged for securities or other consideration issued, or
caused to be issued, by the acquiring corporation or its subsidiary (other than
a mere reincorporation transaction)) in which the holders of the capital stock
immediately prior to such merger or consolidation cease to own a majority of the
voting stock will be treated as a Liquidating Event and shall entitle the
holders of the Series A Preferred to receive at the closing in cash, securities
or other property (valued as provided in the next sentence hereto) amounts as
specified in this Section 3. Whenever the distribution provided for in this
Section 3 shall be payable in securities or other property other than cash, the
value of such distribution shall be the fair market value of such securities or
other property as determined in good faith by the Board of Directors.

     4.   Voting Rights.
          -------------

          (a)  Voting Rights.  Except as otherwise expressly provided herein or
               -------------
as required by law, the holders of each share of Series A Preferred shall be
entitled to vote on all matters upon which holders of Common Stock have the
right to vote and with respect to such vote, shall be entitled to notice of any
stockholders' meeting in accordance with the Bylaws of the Corporation, and
shall be entitled to a number of votes equal to the largest number of full
shares of Common Stock into which such shares of Series A Preferred could be
converted, pursuant to the provisions of Section A(5) below, at the record date
for the determination of stockholders entitled to vote on such matters or, if no
such record date is established, at the date such vote is taken.  Except as
otherwise expressly provided herein or to the extent class or series voting is
otherwise required by law or agreement, the holders of shares of Series A
Preferred and Common Stock shall vote together as a single class and not as
separate classes on all matters.

          (b)  Designation of Director.  The initial holder of the shares of
               -----------------------
Series A Preferred (the "Initial Holder") shall have the right to designate,
within 30 days following the Original Issue Date, one member of the
Corporation's Board of Directors to fill an existing vacancy (the "Board
Designation Right").  In the event such person is no longer employed by or in a
business relationship or affiliation with the Initial Holder or takes another
position within the Initial Holder's organization which makes his or her
continuing representation undesirable in the view of the Initial Holder, the
Initial Holder shall be permitted to designate a new director.  The person the
Initial Holder shall choose to be the designated director (if any) shall be
nominated for re-election to the Corporation's Board of Directors at the
Corporation's 2000 Annual Meeting of Stockholders and thereafter until otherwise
decided by the Initial Holder. If the Initial Holder determines not to exercise
its Board Designation Right, then for 30 days following the next occurring
vacancy on the Board of Directors, the Initial Holder shall have the right to
designate one member to the Corporation's Board of Directors on the terms
described above.  At any time when a designee of the Initial Holder does not
hold office

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as a director of the Corporation, the Initial Holder shall be entitled to
appoint one board observer to the Corporation's Board of Directors solely for
the purpose of monitoring all matters relating to the iTrust Business.
Notwithstanding anything to the contrary in the governing documents of the
Corporation, any board observer appointed by the Initial Holder shall be
entitled to attend all iTrust Business portions of meetings of the Board of
Directors of the Corporation, in a non-voting capacity, and the Corporation
shall provide such board observer with notice of any meetings and such other
information related to the iTrust Business with respect to such meetings, and
any meetings of any iTrust Business committees established by the Corporation's
Board of Directors, as are delivered to the directors of the Corporation,
including copies of all written consents. The rights to designate a member to
the Board of Directors, to receive re-nominations to the Board of Directors or
to appoint a board observer as provided herein shall expire and be of no further
force or effect if the Initial Holder and its affiliates shall cease to hold a
majority of the originally issued shares of Series A Preferred.

     5.   Conversion.
          ----------

     The holders of the Series A Preferred shall have the following conversion
rights (the "Conversion Rights"):

          (a)  Right to Convert.  Each share of Series A Preferred shall be
               ----------------
convertible, at the option of the holder thereof, at any time after the date of
issuance of such share at the office of the Corporation or any transfer agent,
into fully paid and nonassessable shares of Common Stock, at the Conversion
Price (as that term is hereinafter defined) therefor in effect at the time of
conversion determined as provided in this Section A(5).

          (b)  Conversion Price.  Shares of Series A Preferred shall be
               ----------------
convertible into the number of shares of Common Stock that results from dividing
$15.9875 by the Conversion Price per share in effect at the time of conversion
for each share of Series A Preferred being converted. The Conversion Price per
share for the Series A Preferred at the date on which the first share of the
Series A Preferred is issued (the "Original Issue Date") shall be $15.9875 and
shall be subject to adjustment from time to time thereafter as provided in this
Section A(5).

          (c)  Mechanics of Conversion; Unpaid Dividends.  Before any holder of
               -----------------------------------------
Series A Preferred shall be entitled to convert the same into shares of Common
Stock, he shall surrender the certificate or certificates therefor, duly
endorsed, at the office of the Corporation or of any transfer agent, and shall
give written notice by mail, postage prepaid, to the Corporation at such office
that he elects to convert the same and shall state therein the number of shares
of Series A Preferred being converted and the name or names in which the
certificate or certificates for shares of Common Stock are to be

                                       4
<PAGE>

issued. Thereupon the Corporation shall promptly issue and deliver at such
office to such holder of Series A Preferred or to the nominee or nominees of
such holder a certificate or certificates for the number of shares of Common
Stock to which he shall be entitled.

     Such conversion shall be deemed to have been made immediately prior to the
close of business on the date of such surrender of the shares of Series A
Preferred to be converted, and the person or persons entitled to receive the
shares of Common Stock issuable upon such conversion shall be treated for all
purposes as the record holder or holders of such shares of Common Stock on such
date. Any dividends previously declared but unpaid on shares of Series A
Preferred surrendered for conversion shall be paid in cash contemporaneously
with the issuance of certificates evidencing shares of Common Stock upon the
conversion.

          (d)  Adjustment for Stock Splits and Combinations.  If the Corporation
               --------------------------------------------
shall at any time or from time to time after the Original Issue Date effect a
subdivision of the outstanding Common Stock, the Conversion Price then in effect
immediately before that subdivision shall be proportionately decreased;
conversely, if the Corporation shall at any time or from time to time after the
Original Issue Date reduce the outstanding shares of Common Stock by combination
or otherwise, the Conversion Price then in effect immediately before the
combination shall be proportionately increased.  Any adjustment pursuant to this
Section A(5)(d) shall become effective at the close of business on the date such
subdivision or combination becomes effective.

          (e)  Adjustment for Certain Dividends and Distributions.  In the event
               --------------------------------------------------
the Corporation at any time or from time to time after the Original Issue Date
shall make or issue, or fix a record date for the determination of holders of
Common Stock entitled to receive, a dividend or other distribution payable in
additional shares of Common Stock, then and in each such event the Conversion
Price for the Series A Preferred then in effect shall be decreased as of the
time of such issuance or, in the event such a record date shall have been fixed,
as of the close of business on such record date, by multiplying the Conversion
Price for the Series A Preferred then in effect by a fraction:

               (1)  the numerator of which shall be the total number of shares
of Common Stock issued and outstanding immediately prior to the time of such
issuance or the close of business on such record date; and

               (2)  the denominator of which shall be the total number of shares
of Common Stock issued and outstanding immediately prior to the time of such
issuance or the close of business on such record date, plus the number of shares
of Common Stock issuable in payment of such dividend or distribution; provided,
however, if such record date shall have been fixed and such dividend is not
fully paid or if such distribution is not fully made on the date fixed therefor,
the Conversion Price for the Series A Preferred

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<PAGE>

shall be recomputed accordingly as of the close of business on such record date
and thereafter the Conversion Price for the Series A Preferred shall be adjusted
pursuant to this Section A(5)(e) as of the time of actual payment of such
dividends or distributions.

          (f)  Adjustments to Dividends and Distributions.  In the event the
               ------------------------------------------
Corporation at any time or from time to time after the Original Issue Date shall
make or issue, or fix a record date for the determination of holders of Common
Stock entitled to receive, a dividend or other distribution payable in
securities of the Corporation other than shares of Common Stock, then and in
each such event provision shall be made so that the holders of Series A
Preferred shall receive upon conversion thereof in addition to the number of
shares of Common Stock receivable thereupon, the amount of securities of the
Corporation that they would have received had their Series A Preferred been
converted into Common Stock on the date of such event and had thereafter, during
the period from the date of such event to and including the conversion date,
retained such securities receivable by them as aforesaid during such period
giving application to all adjustments called for during such period under this
Section A(5) with respect to the rights of the holders of the Series A
Preferred.

          (g)  Adjustment for Reclassification, Exchange or Substitution. If the
               ---------------------------------------------------------
Common Stock issuable upon the conversion of the Series A Preferred shall be
changed into the same or a different number of shares of any class or classes of
stock, whether by capital reorganization, reclassification or otherwise (other
than a subdivision or combination of shares or stock dividend provided for in
sections A(5)(e) and (f) above, or a reorganization, merger, consolidation or
sale of assets provided for in Section A(5)(h) below) then and in each such
event the holder of each share of Series A Preferred shall have the right
thereafter to convert such share into the kind and amounts of shares of stock
and other securities and property receivable upon such reorganization,
reclassification or other change, by holders of the numbers of shares of Common
Stock into which such shares of Series A Preferred were entitled to be converted
immediately prior to such reorganization, reclassification or change, all
subject to further adjustment as provided in this Section A(5).

          (h)  Reorganization, Mergers, Consolidations or Sales of Assets. If at
               ----------------------------------------------------------
any time or from time to time after the Original Issue Date there shall be a
capital reorganization of the Common Stock (other than a subdivision,
combination, reclassification or exchange of shares provided for elsewhere in
this Section A(5)) or a merger or consolidation of the Corporation in which the
holders of the Common Stock and Preferred Stock of the Corporation immediately
preceding the merger or consolidation do not own 50% or more of the capital
stock of the entity surviving such merger or consolidation or if such capital
stock is not entitled to elect a majority of the directors of the surviving
entity, or the sale, lease, assignment, license, transfer or other

                                       6
<PAGE>

conveyance of all or substantially all the Corporation's properties and assets
to any other person, and if as a part of such reorganization, merger,
consolidation or sale, the Series A Preferred is not canceled, exchanged,
redeemed or otherwise retired, then provision shall be made so that the holders
of the Series A Preferred shall thereafter be entitled to receive upon
conversion of the Series A Preferred, the number of shares of stock or other
securities or property of the Corporation, or of the successor corporation
resulting from such merger or consolidation or sale, to which a holder of that
number of shares of Common Stock deliverable upon conversion of the Series A
Preferred would have been entitled on such capital reorganization, merger,
consolidation or sale. In any such case, appropriate adjustment shall be made in
the application of the provisions of this Section A(5) with respect to the
rights of the holders of the Series A Preferred after the reorganization,
merger, consolidation or sale to the end that the provisions of this Section
A(5) (including adjustment of the Conversion Price then in effect and the number
of shares purchasable upon conversion of the Series A Preferred) shall be
applicable after that event as nearly equivalent as may be practicable.

          (i)  Sale of Shares Below Conversion Price.
               -------------------------------------

               (1)  If at any time within 18 months following the Original Issue
Date, the Corporation shall issue or sell Additional Shares of Capital Stock (as
hereinafter defined), other than as a dividend as provided in Section A(5)(f)
above, and other than upon a subdivision or combination of shares of Common
Stock as provided in Section A(5)(d) above, without consideration or for a
consideration per share less than the then existing Conversion Price for the
Series A Preferred, then and in each such case the then existing Conversion
Price for the Series A Preferred shall be reduced, as of the opening of business
on the date of such issue or sale, to a price determined by multiplying such
Conversion Price by a fraction:

                    (A)  the numerator of which shall be (i) the number of
shares of Common Stock outstanding immediately prior to such issue or sale, plus
(ii) the number of shares of that the aggregate consideration received by the
Corporation for the Additional Shares of Capital Stock so issued would purchase
at such Conversion Price; and

                    (B)  the denominator of which shall be (i) the number of
shares of Common Stock outstanding immediately prior to such issue or sale, plus
(ii) the number of such Additional Shares of Capital Stock (calculated on an as
converted to Common Stock basis) so issued or sold.

               (2)  For the purpose of making any adjustment in the Conversion
Price or number of shares of Common Stock issuable on conversion of Series A
Preferred

                                       7
<PAGE>

as provided above, the consideration received by the Corporation for any issue
or sale of securities shall:

                    (A)  to the extent it consists of cash, be computed at the
net amount of cash received by the Corporation after deduction of any
underwriting or similar commissions, concessions or compensation paid or allowed
by the Corporation in connection with such issue or sale;

                    (B)  to the extent it consists of services or property other
than cash, be computed at the fair market value of such services or property as
determined in good faith by the Board; and

                    (C)  if Additional Shares of Capital Stock, Convertible
Securities (as hereinafter defined), or rights or options to purchase either
Additional Shares of Capital Stock or Convertible Securities are issued or sold
together with other stock or securities or other assets of the Corporation for a
consideration that covers both, be computed as the portion of the consideration
so received that may be reasonably determined in good faith by the Board to be
allocable to such Additional Shares of Capital Stock, Convertible Securities or
rights or options.

               (3)  For the purpose of the adjustment provided in Section
A(5)(i)(1), if at any time or from time to time after the Original Issue Date
the Corporation shall issue any rights, warrants or options for the purchase of,
or stock or other securities convertible into, Additional Shares of Capital
Stock (such rights, warrants or options convertible stock or securities being
hereinafter referred to as "Convertible Securities"), then, in each case, if the
Effective Price (as hereinafter defined) of such Convertible Securities shall be
less than the then existing Conversion Price for the Series A Preferred, the
Corporation shall be deemed to have issued at the time of the issuance of such
Convertible Securities the maximum number of Additional Shares of Capital Stock,
issuable upon exercise or conversion thereof and to have received as
consideration for the issuance of such shares an amount equal to the total
amount of the consideration, if any, received by the Corporation for the
issuance of such Convertible Securities, plus, in the case of options, warrants
or rights, the minimum amounts of consideration, if any, payable to the
Corporation upon exercise or conversion of such options, warrants or rights. For
purposes of the foregoing, "Effective Price" shall mean the quotient determined
by dividing the total of all such consideration by such maximum number of
Additional Shares of Capital Stock. No further adjustment of the Conversion
Price adjusted upon the issuance of such Convertible Securities shall be made as
a result of the actual issuance of Additional Shares of Capital Stock on the
exercise or the conversion of any such Convertible Securities.

                                       8
<PAGE>

     If any such Convertible Securities shall expire without having been
exercised or converted, the Conversion Price adjusted upon the issuance of such
Convertible Securities shall be readjusted to the Conversion Price that would
have been in effect had an adjustment been made on the basis that the only
Additional Shares of Capital Stock so issued were the Additional Shares of
Capital Stock, if any, actually issued or sold on the exercise of or conversion
of such Convertible Securities, and such Additional Shares of Capital Stock, if
any, were issued or sold for the consideration actually received by the
Corporation upon such exercise, plus the consideration, if any, actually
received by the Corporation for the granting of all such rights, warrants and
options, whether or not exercised, plus the consideration received for issuing
or selling the Convertible Securities actually converted plus the consideration,
if any, actually received by the Corporation on the conversion of such,
Convertible Securities.

          (j)  Definitions.  The term "Additional Shares of Capital Stock" as
               -----------
used herein shall mean solely shares of capital stock issued or deemed to be
issued by the Corporation after the Original Issue Date, in connection with any
private financing of the Corporation relating primarily to the iTrust Business
of the Corporation.  For purposes of this Section 5, the term "iTrust Business"
shall mean the iTrust division within the Corporation (or any other division,
subsidiary, affiliate or other entity in which the iTrust business or assets are
conveyed, transferred or assigned, whether through reorganization, restructuring
or otherwise), which division designs, develops and sells fully-integrated,
secure-transactions management services for the internet and wireless markets.

          (k)  Accountants' Certificate of Adjustment.  In each case of an
               --------------------------------------
adjustment or readjustment of the Conversion Price for the number of shares of
Common Stock or other securities issuable upon conversion of the Series A
Preferred, the Corporation, at its expense, shall cause independent certified
public accountants of recognized standing selected by the Corporation (who may
be the independent certified public accountants then auditing the books of the
Corporation) to compute such adjustment or readjustment in accordance herewith
and prepare a certificate showing such adjustment or readjustment, and shall
mail such certificate, by first class mail, postage prepaid, to each registered
holder of the Series A Preferred at the holder's address as shown in the
Corporation's books.  The certificate shall set forth such adjustment or
readjustment, showing in detail the facts upon which such adjustment or
readjustment is based including a statement of (1) the consideration received or
to be received by the Corporation for any Additional Shares of Capital Stock
issued or sold or deemed to have been issued or sold, (2) the Conversion Price
at that time in effect for the Series A Preferred, and (3) the number of
Additional Shares of Capital Stock and the type and amount, if any, of other
property which at the time would be received upon conversion of the Series A
Preferred.

                                       9
<PAGE>

          (l)  Notices of Record Date.  In the event that the Corporation shall
               ----------------------
propose at any time, or from time to time, any action which:

               (1)  redeems, purchases, or otherwise acquires for value in any
three month period an amount exceeding $3,750,000 of capital stock of the
Corporation (excluding the repurchase of shares of stock held by employees,
consultants, directors, or officers of the Corporation in the event of
termination of employment or the termination of the consulting relationship
pursuant to contractual repurchase rights or rights of first refusal);

               (2)  issues stock in any subsidiary or affiliated company
("Affiliate") to which the ownership of the iTrust Business has been conveyed,
transferred and/or assigned, in which event the holder of shares of Series A
Preferred shall have the option, exercisable in its sole discretion, to convert
its Series A Preferred stock and/or Common Stock into convertible preferred
stock in the Affiliate;

               (3)  effects (i) any merger or consolidation of the Corporation
into another corporation, or a merger of another corporation with or into the
Corporation, if the holders of capital stock of the Corporation immediately
prior to such merger or consolidation cease to own a majority of the voting
stock of the surviving corporation or (ii) any sale, lease, exchange, or other
conveyance of all or substantially all the assets of the Corporation;

               (4)  liquidates, dissolves, or engages in any recapitalization or
reorganization of the Corporation; or

               (5)  files for the protection of the Corporation under
bankruptcy, moratorium or similar laws, or the admission to creditors of the
Corporation's inability to pay debts as they mature;

     The Corporation shall mail to each holder of Series A Preferred at least 30
days prior written notice of the date on which the proposed transaction will be
effective and the date on which the holders of shares of Common Stock and
Preferred Stock shall be entitled to exchange their shares for securities or
other property deliverable upon the occurrence of the proposed transaction.

          (m)  Fractional shares.  No fractional Common Stock shall be issued
               -----------------
upon conversion of Series A Preferred.  In lieu of any fractional shares to
which the holder would otherwise be entitled, the Corporation shall pay cash
equal to the product of such fraction multiplied by the fair market value of one
share of the Common Stock on the date of conversion, as determined in good faith
by a unanimous vote of the Board.  Whether or not fractional shares are issuable
upon such conversion shall be determined on the basis

                                       10
<PAGE>

of the total number of shares of Series A Preferred the holder is at the time
converting into Common Stock and the number of shares of Common Stock issuable
upon such conversion.

          (n)  Reservation of Stock Issuable Upon Conversion.  The Corporation
               ---------------------------------------------
shall at all times reserve and keep available out of its authorized but unissued
shares of Common Stock, solely for the purpose of effecting the conversion of
the shares of the Series A Preferred, such number of its shares of Common Stock
as shall from time to time be sufficient to effect the conversion of all
outstanding shares of the Series A Preferred.  As a condition precedent to the
taking of any action which would cause an adjustment to the Conversion Price,
the Corporation will take such corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient to enable it to validly
and legally issue the shares of its Common Stock that are issuable based upon
such adjusted Conversion Price.

          (o)  Notices.  Any notice required by the provisions of this Section
               -------
A(5) to be given to the holder of shares of the Series A Preferred shall be
deemed given when received by such holder after the same has been sent by means
of certified mail, return receipt requested, postage prepaid, by a reputable
overnight courier or messenger for hand delivery and addressed to each holder of
record at his address appearing on the books of the Corporation.

          (p)  Payment of Taxes.  The Corporation shall pay all taxes and other
               ----------------
governmental charges (other than taxes measured by the revenue or income of the
holders of the Series A Preferred) that may be imposed in respect of the issue
or delivery of shares of Common Stock upon conversion of the shares of the
Series A Preferred.

          (q)  No Dilution or Impairment.  The Corporation shall not amend this
               -------------------------
Certificate of Designation or participate in any reorganization,
recapitalization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action for the purpose of avoiding
or seeking to avoid the observance or performance of any of the terms to be
observed or performed under this Section A(5) by the Corporation, but will at
all times in good faith assist in carrying out all such action as may be
reasonably necessary or appropriate in order to protect the conversion rights of
the holders of the Series A Preferred against dilution or other impairment.

     6.   Restrictions and Limitations.
          ----------------------------

          (a)  So long as any shares of Series A Preferred remain outstanding,
the Corporation shall not, without the vote or written consent of the holders of
a majority of the then outstanding shares of Series A Preferred:

                                       11
<PAGE>

               (1)  Alter or change the rights, preferences or privileges of the
Series A Preferred or the qualifications, limitations or restrictions thereof;

               (2)  Increase or decrease (other than by conversion or as
otherwise required or permitted hereby) the authorized number of shares of
Series A Preferred;

               (3)  Authorize or issue, or obligate itself to issue (including
by reclassification or otherwise) any other series of Preferred Stock or any
other equity security (including any security convertible into or exercisable
for any security) having any preference or priority over, or ranking in parity
with or senior to, the Series A Preferred with respect to dividends or other
distributions, rights of redemption or rights upon liquidation, dissolution, or
winding-up;

               (4)  Redeem, purchase or otherwise acquire of value (or pay into
or set aside for a sinking fund for such purpose) any share or shares of Series
A Preferred; or

               (5)  Amend the Certificate of Incorporation or Bylaws if such
amendment would adversely affect the rights, preferences, privileges or
limitations of the Series A Preferred.

     7.   No Reissuance of Preferred Stock.
          --------------------------------

     No share or shares of Series A Preferred acquired by the Corporation by
reason of redemption, purchase, conversion or otherwise shall be reissued, and
all such shares shall be canceled, retired and eliminated from the shares which
the Corporation shall be authorized to issue."

                                       12
<PAGE>

     RESOLVED FURTHER, that the said resolutions of the Board of Directors, and
     creation and authorization of issuance thereby of said series of Series A
     Preferred stock, was duly made by the Board of Directors pursuant to
     authority as aforesaid and in accordance with Section 151 of the DGCL.

     IN WITNESS WHEREOF, Identix Incorporated has caused this Certificate
of Designation to be signed by the undersigned this 6th day of July, 2000.

                                   IDENTIX INCORPORATED

                                   By /s/ James P. Scullion
                                      ---------------------
                                   Name: James P. Scullion
                                        ------------------
                                   Title: President

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