EXHIBIT 10.21

                      BUSINESS LOAN AGREEMENT (ASSET BASED)

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   PRINCIPAL      LOAN DATE     MATURITY     LOAN NO    CALL / COLL    ACCOUNT    OFFICER    INITIALS
<S>              <C>            <C>          <C>        <C>            <C>        <C>        <C>
 $2,000,000.00   12-19-2001     3-30-2003     9002                     5277329      M2U
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   References in the shaded area are for Lender's use only and do not limit the applicability of this
                                document to any particular loan or item.
            Any item above containing "***" has been omitted due to text length limitations.
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</TABLE>

BORROWER: VISIONICS CORPORATION               LENDER: ASSOCIATED BANK MINNESOTA
          5600 ROWLAND ROAD STE 205                   PLYMOUTH OFFICE
          MINNETONKA, MN 55343                        2655 CAMPUS DRIVE
                                                      PLYMOUTH, MN 55441

THIS BUSINESS LOAN AGREEMENT (ASSET BASED) DATED DECEMBER 19, 2001, IS MADE AND
EXECUTED BETWEEN VISIONICS CORPORATION ("BORROWER") AND ASSOCIATED BANK
MINNESOTA ("LENDER") ON THE FOLLOWING TERMS AND CONDITIONS. BORROWER HAS
RECEIVED PRIOR COMMERCIAL LOANS FROM LENDER OR HAS APPLIED TO LENDER FOR A
COMMERCIAL LOAN OR LOANS OR OTHER FINANCIAL ACCOMMODATIONS, INCLUDING THOSE
WHICH MAY BE DESCRIBED ON ANY EXHIBIT OR SCHEDULE ATTACHED TO THIS AGREEMENT
("LOAN"). BORROWER UNDERSTANDS AND AGREES THAT: (A) IN GRANTING, RENEWING, OR
EXTENDING ANY LOAN, LENDER IS RELYING UPON BORROWER'S REPRESENTATIONS,
WARRANTIES, AND AGREEMENTS AS SET FORTH IN THIS AGREEMENT, AND (B) ALL SUCH
LOANS SHALL BE AND REMAIN SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

TERM. This Agreement shall be effective as of December 19, 2001, and shall
continue in full force and effect until such time as all of Borrower's Loans in
favor of Lender have been paid in full, including principal, interest, costs,
expenses, afforneys' fees, and other fees and charges, or until such time as the
parties may agree in writing to terminate this Agreement.

LINE OF CREDIT. Lender agrees to make Advances to Borrower from time to time
from the date of this Agreement to the Expiration Date, provided the aggregate
amount of such Advances outstanding at any time does not exceed the Borrowing
Base. Within the foregoing limits, Borrower may borrow, partially or wholly
prepay, and reborrow under this Agreement as follows:

    CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make any
    Advance to or for the account of Borrower under this Agreement is subject to
    the following conditions precedent, with all documents, instruments,
    opinions, reports, and other items required under this Agreement to be in
    form and substance satisfactory to Lender:

        (1) Lender shall have received evidence that this Agreement and all
        Related Documents have been duly authorized, executed, and delivered by
        Borrower to Lender.

        (2) Lender shall have received such opinions of counsel, supplemental
        opinions, and documents as Lender may request.

        (3) The security interests in the Collateral shall have been duly
        authorized, created, and perfected with first lien priority and shall be
        in full force and effect.

        (4) All guaranties required by Lender for the credit facility(ies) shall
        have been executed by each Guarantor, delivered to Lender, and be in
        full force and effect.

        (5) Lender, at its option and for its sole benefit, shall have conducted
        an audit of Borrower's Accounts, Inventory, books, records, and
        operations, and Lender shall be satisfied as to their condition.

        (6) Borrower shall have paid to Lender all fees, costs, and expenses
        specified in this Agreement and the Related Documents as are then due
        and payable.

        (7) There shall not exist at the time of any Advance a condition which
        would constitute an Event of Default under this Agreement, and Borrower
        shall have delivered to Lender the compliance certificate called for in
        the paragraph below titled "Compliance Certificate."

    MAKING LOAN ADVANCES. Advances under this credit facility, as well as
    directions for payment from Borrower's accounts, may be requested orally or
    In writing by authorized persons. Lender may, but need not, require that all
    oral requests be confirmed in writing. Each Advance shall be conclusively
    deemed to have been made at the request of and for the benefit of Borrower
    (1) when credited to any deposit account of Borrower maintained with Lender
    or (2) when advanced in accordance with the instructions of an authorized
    person. Lender, at its option, may set a cutoff time after which all
    requests for Advances will be treated as having been requested on the next
    succeeding Business Day.

    MANDATORY LOAN REPAYMENTS. If at any time the aggregate principal amount of
    the outstanding Advances shall exceed the applicable Borrowing Base,
    Borrower, immediately upon written or oral notice from Lender, shall pay to
    Lender an amount equal to the difference between the outstanding principal
    balance of the Advances and the Borrowing Base. On the Expiration Date,
    Borrower shall pay to Lender in full the aggregate unpaid principal amount
    of all Advances then outstanding and all accrued unpaid interest, together
    with all other applicable fees, costs and charges, if any, not yet paid.

    LOAN ACCOUNT. Lender shall maintain on its books a record of account in
    which Lender shall make entries for each Advance and such other debits and
    credits as shall be appropriate in connection with the credit facility.
    Lender shall provide Borrower with periodic statements of Borrower's
    account, which statements shall be considered to be correct and conclusively
    binding on Borrower unless Borrower notifies Lender to the contrary within
    thirty (30) days after Borrower's receipt of any such statement which
    Borrower deems to be incorrect.

COLLATERAL. To secure payment of the Primary Credit Facility and performance of
all other Loan, obligations and duties owed by Borrower to Lender, Borrower (and
others, if required) shall grant to Lender Security Interests in such property
and assets as Lender may require. Lender's Security Interests in the Collateral
shall be continuing liens and shall include the proceeds and products of the
Collateral, including without limitation the proceeds of any insurance. With
respect to the Collateral, Borrower agrees and represents and warrants to
Lender:

    PERFECTION OF SECURITY INTERESTS. Borrower agrees to execute financing
    statements and all documents perfecting Lender's Security Interest and to
    take whatever other actions are requested by Lender to perfect and continue
    Lender's Security Interests in the Collateral. Upon request of Lender,
    Borrower will deliver to Lender any and all of the documents evidencing or
    constituting the Collateral, and Borrower will note Lender's interest upon
    any and all chattel paper and instruments if not delivered to Lender for
    possession by Lender. Contemporaneous with the execution of this Agreement,
    Borrower will execute one or more UCC financing statements and any similar
    statements as may be required by applicable law, and Lender will file such
    financing statements and all such similar statements in the appropriate
    location or locations. Borrower hereby appoints Lender as its irrevocable
    attorney-in-fact for the purpose of executing any documents necessary to
    perfect or to continue any Security Interest. Lender may at any time, and
    without further authorization from Borrower, file a carbon, photograph,
    facsimile, or other reproduction of any financing statement for use as a
    financing statement. Borrower will reimburse Lender for all expenses for the
    perfection, termination, and the continuation of the perfection of Lender's
    security interest in the Collateral. Borrower promptly will notify Lender
    before any change in Borrower's name including any change to the assumed
    business names of Borrower, Borrower also promptly will notify Lender before
    any change in Borrower's Social Security Number or Employer Identification
    Number. Borrower further agrees to notify Lender in writing prior to any
    change in address or location of Borrower's principal governance office or
    should Borrower merge or consolidate with any other entity.

<PAGE>


                      BUSINESS LOAN AGREEMENT (ASSET BASED)
Loan No: 9002                       (Continued)                           Page 2

    COLLATERAL RECORDS. Borrower does now, and at all times hereafter shall,
    keep correct and accurate records of the Collateral, all of which records
    shall be available to Lender or Lender's representative upon demand for
    inspection and copying at any reasonable time. With respect to the Accounts,
    Borrower agrees to keep and maintain such records as Lender may require,
    including without limitation information concerning Eligible Accounts and
    Account balances and agings. Records related to Accounts (Receivables) are
    or will be located at . With respect to the Inventory, Borrower agrees to
    keep and maintain such records as Lender may require, including without
    limitation information concerning Eligible Inventory and records itemizing
    and describing the kind, type, quality, and quantity of Inventory,
    Borrower's Inventory costs and selling prices, and the daily withdrawals and
    additions to Inventory. Records related to Inventory are or will be located
    at . The above is an accurate and complete list of all locations at which
    Borrower keeps or maintains business records concerning Borrower's
    collateral.

    COLLATERAL SCHEDULES. Concurrently with the execution and delivery of this
    Agreement, Borrower shall execute and deliver to Lender schedules of
    Accounts and Inventory and schedules of Eligible Accounts and Eligible
    Inventory in form and substance satisfactory to the Lender. Thereafter
    supplemental schedules shall be delivered according to the following
    schedule:

    REPRESENTATIONS AND WARRANTIES CONCERNING ACCOUNTS. With respect to the
    Accounts, Borrower represents and warrants to Lender: (1) Each Account
    represented by Borrower to be an Eligible Account for purposes of this
    Agreement conforms to the requirements of the definition of an Eligible
    Account; (2) All Account information listed on schedules delivered to Lender
    will be true and correct, subject to immaterial variance; and (3) Lender,
    its assigns, or agents shall have the right at any time and at Borrower's
    expense to inspect, examine, and audit Borrower's records and to confirm
    with Account Debtors the accuracy of such Accounts.

    REPRESENTATIONS AND WARRANTIES CONCERNING INVENTORY. With respect to the
    Inventory, Borrower represents and warrants to Lender: (1) All Inventory
    represented by Borrower to be Eligible Inventory for purposes of this
    Agreement conforms to the requirements of the definition of Eligible
    Inventory; (2) All Inventory values listed on schedules delivered to Lender
    will be true and correct, subject to immaterial variance; (3) The value of
    the Inventory will be determined on a consistent accounting basis; (4)
    Except as agreed to the contrary by Lender in writing, all Eligible
    Inventory is now and at all times hereafter will be in Borrower's physical
    possession and shall not be held by others on consignment, sale on approval,
    or sale or return; (5) Except as reflected in the Inventory schedules
    delivered to Lender, all Eligible Inventory is now and at all times
    hereafter will be of good and merchantable quality, free from defects; (6)
    Eligible Inventory is not now and will not at any time hereafter be stored
    with a bailee, warehouseman, or similar party without Lender's prior written
    consent, and, in such event, Borrower will concurrently at the time of
    bailment cause any such bailee, warehouseman, or similar party to issue and
    deliver to Lender, in form acceptable to Lender, warehouse receipts in
    Lender name evidencing the storage of Inventory; and (7) Lender, its
    assigns, or agents shall have the right at any time and at Borrower's
    expense to inspect and examine the Inventory and to check and test the same
    as to quality, quantity, value, and condition.

CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial
Advance and each subsequent Advance under this Agreement shall be subject to the
fulfillment to Lender's satisfaction of all of the conditions set forth in this
Agreement and in the Related Documents.

    LOAN DOCUMENTS. Borrower shall provide to Lender the following documents for
    the Loan: (1) the Note; (2) Security Agreements granting to Lender security
    interests in the Collateral; (3) financing statements and all other
    documents perfecting Lender's Security Interests; (4) evidence of insurance
    as required below; (5) together with all such Related Documents as Lender
    may require for the Loan; all in form and substance satisfactory to Lender
    and Lender's counsel.

    BORROWER'S AUTHORIZATION. Borrower shall have provided in form and substance
    satisfactory to Lender properly certified resolutions, duly authorizing the
    execution and delivery of this Agreement, the Note and the Related
    Documents. In addition, Borrower shall have provided such other resolutions,
    authorizations, documents and instruments as Lender or its counsel, may
    require.

    FEES AND EXPENSES UNDER THIS AGREEMENT. Borrower shall have paid to Lender
    all fees, costs, and expenses specified in this Agreement and the Related
    Documents as are then due and payable.

    REPRESENTATIONS AND WARRANTIES. The representations and warranties set forth
    in this Agreement, in the Related Documents, and in any document or
    certificate delivered to Lender under this Agreement are true and correct.

    NO EVENT OF DEFAULT. There shall not exist at the time of any Advance a
    condition which would constitute an Event of Default under this Agreement or
    under any Related Document.

REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as
of the date of this Agreement, as of the date of each disbursement of loan
proceeds, as of the date of any renewal, extension or modification of any Loan,
and at all times any Indebtedness exists:

    ORGANIZATION. Borrower is a corporation for profit which is, and at all
    times shall be, duly organized, validly existing, and in good standing under
    and by virtue of the laws of the State of Delaware. Borrower is duly
    authorized to transact business in all other states in which Borrower is
    doing business, having obtained all necessary filings, governmental licenses
    and approvals for each state in which Borrower is doing business.
    Specifically, Borrower is, and at all times shall be, duly qualified as a
    foreign corporation in all states in which the failure to so qualify would
    have a material adverse effect on its business or financial condition.
    Borrower has the full power and authority to own its properties and to
    transact the business in which it is presently engaged or presently proposes
    to engage. Borrower maintains an office at 5600 ROWLAND *RD STE205,
    MINNETONKA, MN 55343. Unless Borrower has designated otherwise in writing,
    the principal office is the office at which Borrower keeps its books and
    records including its records concerning the Collateral. Borrower will
    notify Lender prior to any change in the location of Borrower's state of
    organization or any change in Borrower's name. Borrower shall do all things
    necessary to preserve and to keep in full force and effect its existence,
    rights and privileges, and shall comply with all regulations, rules,
    ordinances, statutes, orders and decrees of any governmental or q uasi-g
    overn mental authority or court applicable to Borrower and Borrower's
    business activities.

    ASSUMED BUSINESS NAMES. Borrower has filed or recorded all documents or
    filings required by law relating to all assumed business names used by
    Borrower. Excluding the name of Borrower, the following is a complete list
    of all assumed business names under which Borrower does business: NONE.

    AUTHORIZATION. Borrower's execution, delivery, and performance of this
    Agreement and all the Related Documents have been duly authorized by all
    necessary action by Borrower and do not conflict with, result in a violation
    of, or constitute a default under (1) any provision of Borrower's articles
    of incorporation or organization, or bylaws, or any agreement or other
    instrument binding upon Borrower or (2) any law, governmental regulation,
    court decree, or order applicable to Borrower or to Borrower's properties.

    FINANCIAL INFORMATION. Each of Borrower's financial statements supplied to
    Lender truly and completely disclosed Borrower's financial condition as of
    the date of the statement, and there has been no material adverse change in
    Borrower's financial condition subsequent to the date of the most recent
    financial statement supplied to Lender. Borrower has no material contingent
    obligations except as disclosed in such financial statements.

    LEGAL EFFECT. This Agreement constitutes, and any instrument or agreement
    Borrower is required to give under this Agreement when delivered will
    constitute legal, valid, and binding obligations of Borrower enforceable
    against Borrower in accordance with their respective terms.

    PROPERTIES. Except as contemplated by this Agreement or as previously
    disclosed in Borrower's financial statements or in writing to Lender and as
    accepted by Lender, and except for property tax liens for taxes not
    presently due and payable, Borrower owns and has good title to all of

<PAGE>


                      BUSINESS LOAN AGREEMENT (ASSET BASED)
Loan No: 9002                       (Continued)                           Page 3

    Borrower's properties free and clear of all Security Interests, and has not
    executed any security documents or financing statements relating to such
    properties. All of Borrower's properties are titled in Borrower's legal
    name, and Borrower has not used, or filed a financing statement under, any
    other name for at least the last five (5) years.

    HAZARDOUS SUBSTANCES. Except as disclosed to and acknowledged by Lender in
    writing, Borrower represents and warrants that: (1) During the period of
    Borrower's ownership of Borrower's Collateral, there has been no use,
    generation, manufacture, storage, treatment, disposal, release or threatened
    release of any Hazardous Substance by any person on, under, about or from
    any of the Collateral. (2) Borrower has no knowledge of, or reason to
    believe that there has been (a) any breach or violation of any Environmental
    Laws; (b) any use, generation, manufacture, storage, treatment, disposal,
    release or threatened release of any Hazardous Substance on, under, about or
    from the Collateral by any prior owners or occupants of any of the
    Collateral; or (c) any actual or threatened litigation or claims of any kind
    by any person relating to such matters. (3) Neither Borrower nor any tenant,
    contractor, agent or other authorized user of any of the Collateral shall
    use, generate, manufacture, store, treat, dispose of or release any
    Hazardous Substance on, under, about or from any of the Collateral; and any
    such activity shall be conducted in compliance with all applicable federal,
    state, and local laws, regulations, and ordinances, including without
    limitation all Environmental Laws. Borrower authorizes Lender and its agents
    to enter upon the Collateral to make such inspections and tests as Lender
    may deem appropriate to determine compliance of the Collateral with this
    section of the Agreement. Any inspections or tests made by Lender shall be
    at Borrower's expense and for Lender's purposes only and shall not be
    construed to create any responsibility or liability on the part of Lender to
    Borrower or to any other person. The representations and warranties
    contained herein are based on Borrower's due diligence in investigating the
    Collateral for hazardous waste and Hazardous Substances. Borrower hereby (1)
    releases and waives any future claims against Lender for indemnity or
    contribution in the event Borrower becomes liable for cleanup or other costs
    under any such laws, and (2) agrees to Indemnify and hold harmless Lender
    against any and all claims, losses, liabilities, damages, penalties, and
    expenses, including attorneys' fees, consultants' fees, and costs which
    Lender may directly or indirectly sustain or suffer resulting from a breach
    of this section of the Agreement or as a consequence of any use, generation,
    manufacture, storage, disposal, release or threatened release of a hazardous
    waste or substance on the Collateral. The provisions of this section of the
    Agreement, including the obligation to indemnify, shall survive the payment
    of the Indebtedness and the termination, expiration or satisfaction of this
    Agreement and shall not be affected by Lender's acquisition of any interest
    In any of the Collateral, whether by foreclosure or otherwise.

    LITIGATION AND CLAIMS. No litigation, claim, investigation, administrative
    proceeding or similar action (including those for unpaid taxes) against
    Borrower is pending or threatened, and no other event has occurred which may
    materially adversely affect Borrower's financial condition or properties,
    other than litigation, claims, or other events, if any, that have been
    disclosed to and acknowledged by Lender in writing.

    TAXES. To the best of Borrower's knowledge, all of Borrower's tax returns
    and reports that are or were required to be filed, have been filed, and all
    taxes, assessments and other governmental charges have been paid in full,
    except those presently being or to be contested by Borrower in good faith in
    the ordinary course of business and for which adequate reserves have been
    provided.

    LIEN PRIORITY. Unless otherwise previously disclosed to Lender in writing,
    Borrower has not entered into or granted any Security Agreements, or
    permitted the filing or attachment of any Security Interests on or affecting
    any of the Collateral directly or indirectly securing repayment of
    Borrower's Loan and Note, that would be prior or that may in any way be
    superior to Lender's Security Interests and rights in and to such
    Collateral.

    BINDING EFFECT. This Agreement, the Note, all Security Agreements (if any),
    and all Related Documents are binding upon the signers thereof, as well as
    upon their successors, representatives and assigns, and are legally
    enforceable in accordance with their respective terms.

AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long
as this Agreement remains in effect, Borrower will:

    NOTICES OF CLAIMS AND LITIGATION. Promptly inform Lender in writing of (1)
    all material adverse changes in Borrower's financial condition, and (2) all
    existing and all threatened litigation, claims, investigations,
    administrative proceedings or similar actions affecting Borrower or any
    Guarantor which could materially affect the financial condition of Borrower
    or the financial condition of any Guarantor.

    FINANCIAL RECORDS. Maintain its books and records in accordance with GAAP,
    applied on a consistent basis, and permit Lender to examine and audit
    Borrower's books and records at all reasonable times.

    FINANCIAL STATEMENTS. Furnish Lender with the following:

        ANNUAL STATEMENTS. As soon as available, but in no event later than
        ninety (90) days after the end of each fiscal year, Borrower's balance
        sheet and income statement for the year ended, audited by a certified
        public accountant satisfactory to Lender.

        INTERIM STATEMENTS. As soon as available, but in no event later than 40
        days after the end of each fiscal quarter, Borrower's balance sheet and
        profit and loss statement for the period ended, prepared by Borrower.

        ADDITIONAL REQUIREMENTS. BORROWING BASE CERTIFICATE & ACCOUNTS
        RECEIVABLE AGING ARE REQUIRED ONLY WHEN THE LINE IS IN USE.

    All financial reports required to be provided under this Agreement shall be
    prepared in accordance with GAAP, applied on a consistent basis, and
    certified by Borrower as being true and correct.

    ADDITIONAL INFORMATION. Furnish such additional information and statements,
    as Lender may request from time to time.

    FINANCIAL COVENANTS AND RATIOS. Comply with the following covenants and
    ratios:

        TANGIBLE NET WORTH REQUIREMENTS. Maintain a minimum Tangible Net Worth
        of not less than: $20,000,000.00. Other Net Worth requirements are as
        follows: AS OF DECEMBER 31, 2001 AND QUARTERLY THEREAFTER. In addition,
        Borrower shall comply with the following net worth ratio requirements:

            DEBT / WORTH RATIO. Maintain a ratio of Debt / Worth not in excess
            of 1.000 TO 1.000. The ratio "Debt / Worth" means Borrower's Total
            Liabilities divided by Borrower's Tangible Net Worth. This leverage
            ratio will be evaluated as of quarter-end.

        OTHER REQUIREMENTS. CURRENT RATIO EQUAL TO OR GREATER THAN 2.0:1 AT
        12/31/01 AND QUARTERLY THEREAFTER.

        Except as provided above, all computations made to determine compliance
        with the requirements contained in this paragraph shall be made in
        accordance with generally accepted accounting principles, applied on a
        consistent basis, and certified by Borrower as being true and correct.

    INSURANCE. Maintain fire and other risk insurance, public liability
    insurance, and such other insurance as Lender may require with respect to
    Borrower's properties and operations, in form, amounts, coverages and with
    insurance companies acceptable to Lender. Borrower, upon request of Lender,
    will deliver to Lender from time to time the policies or certificates of
    insurance in form satisfactory to Lender, including stipulations that
    coverages will not be cancelled or diminished without at least ten (10) days
    prior written notice to Lender. Each insurance policy also shall include an
    endorsement providing that coverage in favor of Lender will not be impaired
    in any way by any act, omission or default of Borrower or any other person.
    In connection with all policies covering assets in which Lender holds or is
    offered a security interest for the Loans, Borrower will

<PAGE>


                      BUSINESS LOAN AGREEMENT (ASSET BASED)
Loan No: 9002                       (Continued)                           Page 4

    provide Lender with such lender's loss payable or other endorsements as
    Lender may require.

    INSURANCE REPORTS. Furnish to Lender, upon request of Lender, reports on
    each existing insurance policy showing such information as Lender may
    reasonably request, including without limitation the following: (1) the name
    of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the
    properties insured; (5) the then current property values on the basis of
    which insurance has been obtained, and the manner of determining those
    values; and (6) the expiration date of the policy. In addition, upon request
    of Lender (however not more often than annually), Borrower will have an
    independent appraiser satisfactory to Lender determine, as applicable, the
    actual cash value or replacement cost of any Collateral. The cost of such
    appraisal shall be paid by Borrower.

    OTHER AGREEMENTS. Comply with all terms and conditions of all other
    agreements, whether now or hereafter existing, between Borrower and any
    other party and notify Lender immediately in writing of any default in
    connection with any other such agreements.

    LOAN PROCEEDS. Use all Loan proceeds solely for Borrower's business
    operations, unless specifically consented to the contrary by Lender in
    writing.

    TAXES, CHARGES AND LIENS. Pay and discharge when due all of its indebtedness
    and obligations, including without limitation all assessments, taxes,
    governmental charges, levies and liens, of every kind and nature, imposed
    upon Borrower or its properties, income, or profits, prior to the date on
    which penalties would attach, and all lawful claims that, if unpaid, might
    become a lien or charge upon any of Borrower's properties, Income, or
    profits.

    PERFORMANCE. Perform and comply, in a timely manner, with all terms,
    conditions, and provisions set forth in this Agreement, in the Related
    Documents, and in all other instruments and agreements between Borrower and
    Lender. Borrower shall notify Lender immediately in writing of any default
    in connection with any agreement.

    OPERATIONS. Maintain executive and management personnel with substantially
    the same qualifications and experience as the present executive and
    management personnel; provide written notice to Lender of any change in
    executive and management personnel; conduct its business affairs in a
    reasonable and prudent manner.

    ENVIRONMENTAL STUDIES. Promptly conduct and complete, at Borrower's expense,
    all such investigations, studies, samplings and testings as may be requested
    by Lender or any governmental authority relative to any substance, or any
    waste or by-product of any substance defined as toxic or a hazardous
    substance under applicable federal, state, or local law, rule, regulation,
    order or directive, at or affecting any property or any facility owned,
    leased or used by Borrower.

    COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS. Comply with all laws, ordinances,
    and regulations, now or hereafter in effect, of all governmental authorities
    applicable to the conduct of Borrower's properties, businesses and
    operations, and to the use or occupancy of the Collateral, including without
    limitation, the Americans With Disabilities Act. Borrower may contest in
    good faith any such law, ordinance, or regulation and withhold compliance
    during any proceeding, including appropriate appeals, so long as Borrower
    has notified Lender in writing prior to doing so and so long as, in Lender's
    sole opinion, Lender's interests in the Collateral are not jeopardized.
    Lender may require Borrower to post adequate security or a surety bond,
    reasonably satisfactory to Lender, to protect Lender's interest.

    INSPECTION. Permit employees or agents of Lender at any reasonable time to
    inspect any and all Collateral for the Loan or Loans and Borrower's other
    properties and to examine or audit Borrower's books, accounts, and records
    and to make copies and memoranda of Borrower's books, accounts, and records.
    If Borrower now or at any time hereafter maintains any records (including
    without limitation computer generated records and computer software programs
    for the generation of such records) in the possession of a third party,
    Borrower, upon request of Lender, shall notify such party to permit Lender
    free access to such records at all reasonable times and to provide Lender
    with copies of any records it may request, all at Borrower's expense.

    COMPLIANCE CERTIFICATES. Unless waived in writing by Lender, provide Lender
    at least annually, with a certificate executed by Borrower's chief financial
    officer, or other officer or person acceptable to Lender, certifying that
    the representations and warranties set forth in this Agreement are true and
    correct as of the date of the certificate and further certifying that, as of
    the date of the certificate, no Event of Default exists under this
    Agreement.

    ENVIRONMENTAL COMPLIANCE AND REPORTS. Borrower shall comply in all respects
    with any and all Environmental Laws; not cause or permit to exist, as a
    result of an intentional or unintentional action or omission on Borrower's
    part or on the part of any third party, on property owned and/or occupied by
    Borrower, any environmental activity where damage may result to the
    environment, unless such environmental activity is pursuant to and in
    compliance with the conditions of a permit issued by the appropriate
    federal, state or local governmental authorities; shall furnish to Lender
    promptly and in any event within thirty (30) days after receipt thereof a
    copy of any notice, summons, lien, citation, directive, letter or other
    communication from any governmental agency or instrumentality concerning any
    intentional or unintentional action or omission on Borrower's part in
    connection with any environmental activity whether or not there is damage to
    the environment and/or other natural resources.

    ADDITIONAL ASSURANCES. Make, execute and deliver to Lender such promissory
    notes, mortgages, deeds of trust, security agreements, assignments,
    financing statements, instruments, documents and other agreements as Lender
    or its attorneys may reasonably request to evidence and secure the Loans and
    to perfect all Security Interests.

LENDER'S EXPENDITURES. If any action or proceeding is commenced that would
materially affect Lender's interest in the Collateral or if Borrower fails to
comply with any provision of this Agreement or any Related Documents, including
but not limited to Borrower's failure to discharge or pay when due any amounts
Borrower is required to discharge or pay under this Agreement or any Related
Documents, Lender on Borrower's behalf may (but shall not be obligated to) take
any action that Lender deems appropriate, including but not limited to
discharging or paying all taxes, liens, security interests, encumbrances and
other claims, at any time levied or placed on any Collateral and paying all
costs for insuring, maintaining and preserving any Collateral. All such
expenditures incurred or paid by Lender for such purposes will then bear
interest at the rate charged under the Note from the date incurred or paid by
Lender to the date of repayment by Borrower. All such expenses will become a
part of the Indebtedness and, at Lender's option, will (A) be payable on demand;
(B) be added to the balance of the Note and be apportioned among and be payable
with any installment payments to become due during either (1) the term of any
applicable insurance policy; or (2) the remaining term of the Note; or (C) be
treated as a balloon payment which will be due and payable at the Note's
maturity.

NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent of
Lender:

    INDEBTEDNESS AND LIENS. (1) Except for trade debt incurred in the normal
    course of business and indebtedness to Lender contemplated by this
    Agreement, create, incur or assume indebtedness for borrowed money,
    including capital leases, (2) sell, transfer, mortgage, assign, pledge,
    lease, grant a security interest in, or encumber any of Borrower's assets
    (except as allowed as Permitted Liens), or (3) sell with recourse any of
    Borrower's accounts, except to Lender.

    CONTINUITY OF OPERATIONS. (1) Engage in any business activities
    substantially different than those in which Borrower is presently engaged,
    (2) cease operations, liquidate, merge, transfer, acquire or consolidate
    with any other entity, change its name, dissolve or transfer or sell
    Collateral out of the ordinary course of business, or (3) pay any dividends
    on Borrower's stock (other than dividends payable in its stock), provided,
    however

<PAGE>


                      BUSINESS LOAN AGREEMENT (ASSET BASED)
Loan No: 9002                      (Continued)                            Page 5

    that notwithstanding the foregoing, but only so long as no Event of Default
    has occurred and is continuing or would result from the payment of
    dividends, if Borrower is a "Subchapter S Corporation" (as defined in the
    Internal Revenue Code of 1986, as amended), Borrower may pay cash dividends
    on its stock to its shareholders from time to time in amounts necessary to
    enable the shareholders to pay income taxes and make estimated income tax
    payments to satisfy their liabilities under federal and state law which
    arise solely from their status as Shareholders of a Subchapter S Corporation
    because of their ownership of shares of Borrower's stock, or purchase or
    retire any of Borrower's outstanding shares or alter or amend Borrower's
    capital structure.

    LOANS, ACQUISITIONS AND GUARANTIES. (1) Loan, invest in or advance money or
    assets, (2) purchase, create or acquire any interest in any other enterprise
    or entity, or (3) incur any obligation as surety or guarantor other than in
    the ordinary course of business.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to
Borrower, whether under this Agreement or under any other agreement, Lender
shall have no obligation to make Loan Advances or to disburse Loan proceeds if:
(A) Borrower or any Guarantor is in default under the terms of this Agreement or
any of the Related Documents or any other agreement that Borrower or any
Guarantor has with Lender; (B) Borrower or any Guarantor dies, becomes
incompetent or becomes insolvent, files a petition in bankruptcy or similar
proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse
change in Borrower's financial condition, in the financial condition of any
Guarantor, or in the value of any Collateral securing any Loan; or (D) any
Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such
Guarantor's guaranty of the Loan or any other loan with Lender; or (E) Lender in
good faith deems itself insecure, even though no Event of Default shall have
occurred.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
right of setoff in all Borrower's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Borrower holds
jointly with someone else and all accounts Borrower may open in the future.
However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes Lender, to the
extent permitted by applicable law, to charge or setoff all sums owing on the
Indebtedness against any and all such accounts, and, at Lender's option, to
administratively freeze all such accounts to allow Lender to protect Lender's
charge and setoff rights provided in this paragraph.

DEFAULT. Each of the following shall constitute an Event of Default under this
Agreement:

    PAYMENT DEFAULT. Borrower fails to make any payment when due under the Loan.

    OTHER DEFAULTS. Borrower fails to comply with or to perform any other term,
    obligation, covenant or condition contained in this Agreement or in any of
    the Related Documents or to comply with or to perform any term, obligation,
    covenant or condition contained in any other agreement between Lender and
    Borrower.

    DEFAULT IN FAVOR OF THIRD PARTIES. Borrower or any Grantor defaults under
    any loan, extension of credit, security agreement, purchase or sales
    agreement, or any other agreement, in favor of any other creditor or person
    that may materially affect any of Borrower's or any Grantor's property or
    Borrower's or any Grantor's ability to repay the Loans or perform their
    respective obligations under this Agreement or any of the Related Documents,

    FALSE STATEMENTS. Any warranty, representation or statement made or
    furnished to Lender by Borrower or on Borrower's behalf under this Agreement
    or the Related Documents is false or misleading in any material respect,
    either now or at the time made or furnished or becomes false or misleading
    at any time thereafter.

    INSOLVENCY. The dissolution or termination of Borrower's existence as a
    going business, the insolvency of Borrower, the appointment of a receiver
    for any part of Borrower's property, any assignment for the benefit of
    creditors, any type of creditor workout, or the commencement of any
    proceeding under any bankruptcy or insolvency laws by or against Borrower.

    DEFECTIVE COLLATERALIZATION. This Agreement or any of the Related Documents
    ceases to be in full force and effect (including failure of any collateral
    document to create a valid and perfected security interest or lien) at any
    time and for any reason.

    CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of foreclosure or
    forfeiture proceedings, whether by judicial proceeding, self-help,
    repossession or any other method, by any creditor of Borrower or by any
    governmental agency against any collateral securing the Loan. This includes
    a garnishment of any of Borrower's accounts, including deposit accounts,
    with Lender. However, this Event of Default shall not apply if there is a
    good faith dispute by Borrower as to the validity or reasonableness of the
    claim which is the basis of the creditor or forfeiture proceeding and if
    Borrower gives Lender written notice of the creditor or forfeiture
    proceeding and deposits with Lender monies or a surety bond for the creditor
    or forfeiture proceeding, in an amount determined by Lender, in its sole
    discretion, as being an adequate reserve or bond for the dispute.

    EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with respect
    to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes
    incompetent, or revokes or disputes the validity of, or liability under, any
    Guaranty of the Indebtedness. In the event of a death, Lender, at its
    option, may, but shall not be required to, permit the Guarantor's estate to
    assume unconditionally the obligations arising under the guaranty in a
    manner satisfactory to Lender, and, in doing so, cure any Event of Default.

    CHANGE IN OWNERSHIP. Any change in ownership of twenty-five percent (25%) or
    more of the common stock of Borrower.

    ADVERSE CHANGE. A material adverse change occurs in Borrower's financial
    condition, or Lender believes the prospect of payment or performance of the
    Loan is impaired.

    INSECURITY. Lender in good faith believes itself insecure.

    RIGHT TO CURE. If any default, other than a default on Indebtedness, is
    curable and if Borrower or Grantor, as the case may be, has not been given a
    notice of a similar default within the preceding twelve (12) months, it may
    be cured (and no Event of Default will have occurred) if Borrower or
    Grantor, as the case may be, after receiving written notice from Lender
    demanding cure of such default: (1) cure the default within thirty (30)
    days; or (2) if the cure requires more than thirty (30) days, immediately
    initiate steps which Lender deems in Lender's sole discretion to be
    sufficient to cure the default and thereafter continue and complete all
    reasonable and necessary steps sufficient to produce compliance as soon as
    reasonably practical.

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where
otherwise provided in this Agreement or the Related Documents, all commitments
and obligations of Lender under this Agreement or the Related Documents or any
other agreement immediately will terminate (including any obligation to make
further Loan Advances or disbursements), and, at Lender's option, all
Indebtedness immediately will become due and payable, all without notice of any
kind to Borrower, except that in the case of an Event of Default of the type
described in the Insolvency" subsection above, such acceleration shall be
automatic and not optional. In addition, Lender shall have all the rights and
remedies provided in the Related Documents or available at law, in equity, or
otherwise. Except as may be prohibited by applicable law, all of Lender's rights
and remedies shall be cumulative and may be exercised singularly or
concurrently, Election by Lender to pursue any remedy shall not exclude pursuit
of any other remedy, and an election to make expenditures or to take action to
perform an obligation of Borrower or of any Grantor shall not affect Lender's
right to declare a default and to exercise its rights and remedies.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Agreement:

    AMENDMENTS. This Agreement, together with any Related Documents, constitutes
    the entire understanding and agreement of the parties as to the

<PAGE>


                      BUSINESS LOAN AGREEMENT (ASSET BASED)
Loan No: 9002                       (Continued)                           Page 6

    matters set forth in this Agreement. No alteration of or amendment to this
    Agreement shall be effective unless given in writing and signed by the party
    or parties sought to be charged or bound by the alteration or amendment,

    ATTORNEYS' FEES; EXPENSES. Borrower agrees to pay upon demand all of
    Lender's costs and expenses, including Lender's reasonable attorneys' fees
    and Lender's legal expenses, incurred in connection with the enforcement of
    this Agreement. Lender may hire or pay someone else to help enforce this
    Agreement, and Borrower shall pay the costs and expenses of such
    enforcement. Costs and expenses include Lender's reasonable attorneys' fees
    and legal expenses whether or not there is a lawsuit, including reasonable
    attorneys' fees and legal expenses for bankruptcy proceedings (including
    efforts to modify or vacate any automatic stay or injunction), appeals, and
    any anticipated post-judgment collection services. Borrower also shall pay
    all court costs and such additional fees as may be directed by the court.

    CAPTION HEADINGS. Caption headings in this Agreement are for convenience
    purposes only and are not to be used to interpret or define the provisions
    of this Agreement.

    CONSENT TO LOAN PARTICIPATION. Borrower agrees and consents to Lender's sale
    or transfer, whether now or later, of one or more participation interests in
    the Loan to one or more purchasers, whether related or unrelated to Lender.
    Lender may provide, without any limitation whatsoever, to any one or more
    purchasers, or potential purchasers, any information or knowledge Lender may
    have about Borrower or about any other matter relating to the Loan, and
    Borrower hereby waives any rights to privacy Borrower may have with respect
    to such matters. Borrower additionally waives any and all notices of sale of
    participation interests, as well as all notices of any repurchase of such
    participation interests. Borrower also agrees that the purchasers of any
    such participation interests will be considered as the absolute owners of
    such interests in the Loan and will have all the rights granted under the
    participation agreement or agreements governing the sale of such
    participation interests. Borrower further waives all rights of offset or
    counterclaim that it may have now or later against Lender or against any
    purchaser of such a participation interest and unconditionally agrees that
    either Lender or such purchaser may enforce Borrower's obligation under the
    Loan irrespective of the failure or insolvency of any holder of any interest
    in the Loan. Borrower further agrees that the purchaser of any such
    participation interests may enforce its interests irrespective of any
    personal claims or defenses that Borrower may have against Lender.

    GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN
    ACCORDANCE WITH FEDERAL LAW AND THE LAWS OF THE STATE OF MINNESOTA. THIS
    AGREEMENT HAS BEEN ACCEPTED BY LENDER IN THE STATE OF MINNESOTA.

    NO WAIVER BY LENDER. Lender shall not be deemed to have waived any rights
    under this Agreement unless such waiver is given in writing and signed by
    Lender. No delay or omission on the part of Lender in exercising any right
    shall operate as a waiver of such right or any other right. A waiver by
    Lender of a provision of this Agreement shall not prejudice or constitute a
    waiver of Lender's right otherwise to demand strict compliance with that
    provision or any other provision of this Agreement. No prior waiver by
    Lender, nor any course of dealing between Lender and Borrower, or between
    Lender and any Grantor, shall constitute a waiver of any of Lender's rights
    or of any of Borrower's or any Grantor's obligations as to any future
    transactions. Whenever the consent of Lender is required under this
    Agreement, the granting of such consent by Lender in any instance shall not
    constitute continuing consent to subsequent instances where such consent is
    required and in all cases such consent may be granted or withheld in the
    sole discretion of Lender.

    NOTICES. Any notice required to be given under this Agreement shall be given
    in writing, and shall be effective when actually delivered, when actually
    received by telefacsimile (unless otherwise required by law), when deposited
    with a nationally recognized overnight courier, or, if mailed, when
    deposited in the United States mail, as first class, certified or registered
    mail postage prepaid, directed to the addresses shown near the beginning of
    this Agreement. Any party may change its address for notices under this
    Agreement by giving formal written notice to the other parties, specifying
    that the purpose of the notice is to change the party's address. For notice
    purposes, Borrower agrees to keep Lender informed at all times of Borrower's
    current address. Unless otherwise provided or required by law, if there is
    more than one Borrower, any notice given by Lender to any Borrower is deemed
    to be notice given to all Borrowers.

    SEVERABILITY. If a court of competent jurisdiction finds any provision of
    this Agreement to be illegal, invalid, or unenforceable as to any
    circumstance, that finding shall not make the offending provision illegal,
    invalid, or unenforceable as to any other circumstance. If feasible, the
    offending provision shall be considered modified so that it becomes legal,
    valid and enforceable. If the offending provision cannot be so modified, it
    shall be considered deleted from this Agreement. Unless otherwise required
    by law, the illegality, invalidity, or unenforceability of any provision of
    this Agreement shall not affect the legality, validity or enforceability of
    any other provision of this Agreement.

    SUBSIDIARIES AND AFFILIATES OF BORROWER. To the extent the context of any
    provisions of this Agreement makes it appropriate, including without
    limitation any representation, warranty or covenant, the word "Borrower" as
    used in this Agreement shall include all of Borrower's subsidiaries and
    affiliates. Notwithstanding the foregoing however, under no circumstances
    shall this Agreement be construed to require Lender to make any Loan or
    other financial accommodation to any of Borrower's subsidiaries or
    affiliates.

    SUCCESSORS AND ASSIGNS. All covenants and agreements contained by or on
    behalf of Borrower shall bind Borrower's successors and assigns and shall
    inure to the benefit of Lender and its successors and assigns. Borrower
    shall not, however, have the right to assign Borrower's rights under this
    Agreement or any interest therein, without the prior written consent of
    Lender.

    SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Borrower understands and agrees
    that in extending Loan Advances, Lender is relying on all representations,
    warranties, and covenants made by Borrower in this Agreement or in any
    certificate or other instrument delivered by Borrower to Lender under this
    Agreement or the Related Documents. Borrower further agrees that regardless
    of any investigation made by Lender, all such representations, warranties
    and covenants will survive the extension of Loan Advances and delivery to
    Lender of the Related Documents, shall be continuing in nature, shall be
    deemed made and redated by Borrower at the time each Loan Advance is made,
    and shall remain in full force and effect until such time as Borrower's
    Indebtedness shall be paid in full, or until this Agreement shall be
    terminated in the manner provided above, whichever is the last to occur.

    TIME IS OF THE ESSENCE. Time is of the essence in the performance of this
    Agreement.

DEFINITIONS. The following capitalized words and terms shall have the following
meanings when used in this Agreement. Unless specifically stated to the
contrary, all references to dollar amounts shall mean amounts in lawful money of
the United States of America. Words and terms used in the singular shall include
the plural, and the plural shall include the singular, as the context may
require. Words and terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code. Accounting
words and terms not otherwise defined in this Agreement shall have the meanings
assigned to them in accordance with generally accepted accounting principles as
in effect on the date of this Agreement:

    ACCOUNT. The word "Account" means a trade account, account receivable, other
    receivable, or other right to payment for goods sold or services rendered
    owing to Borrower (or to a third party grantor acceptable to Lender).

    ADVANCE. The word "Advance" means a disbursement of Loan funds made, or to
    be made, to Borrower or on Borrower's behalf under the terms and conditions
    of this Agreement.

    AGREEMENT. The word "Agreement" means this Business Loan Agreement (Asset
    Based), as this Business Loan Agreement (Asset Based) may be amended or
    modified from time to time, together with all exhibits and schedules
    attached to this Business Loan Agreement (Asset Based) from time to time.

<PAGE>


                      BUSINESS LOAN AGREEMENT (ASSET BASED)
Loan No: 9002                       (Continued)                           Page 7

    BORROWER. The word "Borrower" means VISIONICS CORPORATION, and all other
    persons and entities signing the Note in whatever capacity.

    BORROWING BASE. The words "Borrowing Base" mean, as determined by Lender
    from time to time, the lesser of (1) $2,000,000.00 or (2) the sum of (a)
    80.000% of the aggregate amount of Eligible Accounts, plus (b) 50.000% of
    the aggregate amount of Eligible Inventory.

    BUSINESS DAY. The words "Business Day" mean a day on which commercial banks
    are open in the State of Minnesota.

    COLLATERAL. The word "Collateral" means all property and assets granted as
    collateral security for a Loan, whether real or personal property, whether
    granted directly or indirectly, whether granted now or in the future, and
    whether granted in the form of a security Interest, mortgage, collateral
    mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage,
    collateral chattel mortgage, chattel trust, factor's lien, equipment trust,
    conditional sale, trust receipt, lien, charge, lien or title retention
    contract, lease or consignment intended as a security device, or any other
    security or lien interest whatsoever, whether created by law, contract, or
    otherwise. The word Collateral also Includes without limitation all
    collateral described in the Collateral section of this Agreement.

    ELIGIBLE ACCOUNTS. The words "Eligible Accounts" mean at any time, all of
    Borrower's Accounts which contain selling terms and conditions acceptable to
    Lender. The net amount of any Eligible Account against which Borrower may
    borrow shall exclude all returns, discounts, credits, and offsets of any
    nature. Unless otherwise agreed to by Lender in writing, Eligible Accounts
    do not include:

        (1) Accounts with respect to which the Account Debtor is employee or
        agent of Borrower.

        (2) Accounts with respect to which the Account Debtor is a subsidiary
        of, or affiliated with Borrower or its shareholders, officers, or
        directors.

        (3) Accounts with respect to which goods are placed on consignment,
        guaranteed sale, or other terms by reason of which the payment by the
        Account Debtor may be conditional.

        (4) Accounts with respect to which Borrower is or may become liable to
        the Account Debtor for goods sold or services rendered by the Account
        Debtor to Borrower.

        (5) Accounts which are subject to dispute, counterclaim, or setoff.

        (6) Accounts with respect to which the goods have not been shipped or
        delivered, or the services have not been rendered, to the Account
        Debtor.

        (7) Accounts with respect to which Lender, in its sole discretion, deems
        the creditworthiness or financial condition of the Account Debtor to be
        unsatisfactory.

        (8) Accounts of any Account Debtor who has filed or has had filed
        against it a petition in bankruptcy or an application for relief under
        any provision of any state or federal bankruptcy, insolvency, or
        debtor-in-relief acts; or who has had appointed a trustee, custodian, or
        receiver for the assets of such Account Debtor; or who has made an
        assignment for the benefit of creditors or has become insolvent or fails
        generally to pay its debts (including its payrolls) as such debts become
        due.

        (9) Accounts which have not been paid in full within 90 DAYS from the
        invoice date.

    ELIGIBLE INVENTORY. The words "Eligible Inventory" mean at any time, all of
    Borrower's Inventory as defined below except:

        (1) Inventory which is not owned by Borrower free and clear of all
        security interests, liens, encumbrances, and claims of third parties.

        (2) Inventory which Lender, in its sole discretion, deems to be
        obsolete, unsalable, damaged, defective, or unfit for further
        processing.

    ENVIRONMENTAL LAWS. The words "Environmental Laws" mean any and all state,
    federal and local statutes, regulations and ordinances relating to the
    protection of human health or the environment, including without limitation
    the Comprehensive Environmental Response, Compensation, and Liability Act of
    1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund
    Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 C'SARA"), the
    Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the
    Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or
    other applicable state or federal laws, rules, or regulations adopted
    pursuant thereto or common law, and shall also include pollutants,
    contaminants, polychlorinated biphenyls, asbestos, urea formaldehyde,
    petroleum and petroleum products, and agricultural chemicals.

    EVENT OF DEFAULT. The words "Event of Default" mean any of the events of
    default set forth in this Agreement in the default section of this
    Agreement.

    EXPIRATION DATE. The words "Expiration Date" mean the date of termination of
    Lender's commitment to lend under this Agreement.

    GAAP. The word "GAAP" means generally accepted accounting principles.

    GRANTOR. The word "Grantor" means each and all of the persons or entities
    granting a Security Interest in any Collateral for the Loan, including
    without limitation all Borrowers granting such a Security Interest.

    GUARANTOR. The word "Guarantor" means any guarantor, surety, or
    accommodation party of any or all of the Loan.

    GUARANTY. The word "Guaranty" means the guaranty from Guarantor to Lender,
    including without limitation a guaranty of all or part of,the Note.

    HAZARDOUS SUBSTANCES. The words "Hazardous Substances" mean materials that,
    because of their quantity, concentration or physical, chemical or infectious
    characteristics, may cause or pose a present or potential hazard to human
    health or the environment when improperly used, treated, stored, disposed
    of, generated, manufactured, transported or otherwise handled. The words
    "Hazardous Substances" are used in their very broadest sense and include
    without limitation any and all hazardous or toxic substances, materials or
    waste as defined by or listed under the Environmental Laws. The term
    "Hazardous Substances" also includes, without limitation, petroleum and
    petroleum by-products or any fraction thereof and asbestos.

    INDEBTEDNESS. The word "Indebtedness" means the indebtedness evidenced by
    the Note or Related Documents, including all principal and interest together
    with all other indebtedness and costs and expenses for which Borrower is
    responsible under this Agreement or under any of the Related Documents.

    INVENTORY. The word "Inventory" means all of Borrower's raw materials, work
    in process, finished goods, merchandise, parts and supplies, of every kind
    and description, and goods held for sale or lease or furnished under
    contracts of service in which Borrower now has or hereafter acquires any
    right, whether held by Borrower or others, and all documents of title,
    warehouse receipts, bills of lading, and all other documents of every type
    covering all or any part of the foregoing. Inventory includes inventory
    temporarily out of Borrower's custody or possession and all returns on
    Accounts.

    LENDER. The word "Lender" means ASSOCIATED BANK MINNESOTA, its successors
    and assigns.

    LOAN. The word "Loan" means any and all loans and financial accommodations
    from Lender to Borrower whether now or hereafter existing, and however
    evidenced, including without limitation those loans and financial
    accommodations described herein or described on any exhibit or

<PAGE>


                      BUSINESS LOAN AGREEMENT (ASSET BASED)
Loan No: 9002                       (Continued)                           Page 8

    however evidenced, including without limitation those loans and financial
    accommodations described herein or described on any exhibit or schedule
    attached to this Agreement from time to time.

    NOTE. The word "Note" means the Note executed by Borrower in the principal
    amount of $2,000,000.00 dated December 19, 2001, together with all renewals
    of, extensions of, modifications of, refinancings of, consolidations of, and
    substitutions for the note or credit agreement.

    PERMITTED LIENS. The words "Permitted Liens" mean (1) liens and security
    interests securing Indebtedness owed by Borrower to Lender; (2) liens for
    taxes, assessments, or similar charges either not yet due or being contested
    in good faith; (3) liens of materialmen, mechanics, warehousemen, or
    carriers, or other like liens arising in the ordinary course of business and
    securing obligations which are not yet delinquent; (4) purchase money liens
    or purchase money security interests upon or in any property acquired or
    held by Borrower in the ordinary course of business to secure indebtedness
    outstanding on the date of this Agreement or permitted to be incurred under
    the paragraph of this Agreement titled "Indebtedness and Liens"; (5) liens
    and security interests which, as of the date of this Agreement, have been
    disclosed to and approved by the Lender in writing; and (6) those liens and
    security interests which in the aggregate constitute an immaterial and
    insignificant monetary amount with respect to the net value of Borrower's
    assets.

    PRIMARY CREDIT FACILITY. The words "Primary Credit Facility" mean the credit
    facility described in the Line of Credit section of this Agreement.

    RELATED DOCUMENTS. The words "Related Documents" mean all promissory notes,
    credit agreements, loan agreements, environmental agreements, guaranties,
    security agreements, mortgages, deeds of trust, security deeds, collateral
    mortgages, and all other instruments, agreements and documents, whether now
    or hereafter existing, executed in connection with the Loan.

    SECURITY AGREEMENT. The words "Security Agreement" mean and include without
    limitation any agreements, promises, covenants, arrangements, understandings
    or other agreements, whether created by law, contract, or otherwise,
    evidencing, governing, representing, or creating a Security Interest.

    SECURITY INTEREST. The words "Security Interest" mean, without limitation,
    any and all types of collateral security, present and future, whether in the
    form of a lien, charge, encumbrance, mortgage, deed of trust, security deed,
    assignment, pledge, crop pledge, chattel mortgage, collateral chattel
    mortgage, chattel trust, factor's lien, equipment trust, conditional sale,
    trust receipt, lien or title retention contract, lease or consignment
    intended as a security device, or any other security or lien interest
    whatsoever whether created by law, contract, or otherwise.

    TANGIBLE NET WORTH. The words "Tangible Net Worth" mean Borrower's total
    assets excluding all intangible assets (i.e., goodwill, trademarks, patents,
    copyrights, organizational expenses, and similar intangible items, but
    including leaseholds and leasehold improvements) less total debt.

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN
AGREEMENT BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT (ASSET
BASED) IS DATED DECEMBER 19,2001.

BORROWER:

VISIONICS CORPORATION

BY: /s/ Robert F. Gallagher
    ------------------------------------
    ROBERT F. GALLAGHER, CHIEF FINANCIAL
    OFFICER OF VISIONICS CORPORATION

LENDER:

ASSOCIATED BANK MINNESOTA

BY: /s/ Duane Sather
    ----------------------------------
    AUTHORIZED SIGNER