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                                                                   EXHIBIT 10.46

[VIISAGE LOGO]

October 31, 2002

Mr. James P. Ebzery
58 Oldfield Drive
Sherborn, MA 01770

Dear Jim:

     I am pleased to offer you the position of Senior Vice-President, Sales and
Marketing of Viisage Technology, Inc. (the "Company") commencing November 1,
2002. The terms of the offer are as follows:

1.   Base Salary: $215,000 per year, subject to annual review by the
     Compensation Committee of the Board of Directors.

2.   Bonus: On target of $100,000 for calendar year 2003, based on performance
     criteria to be mutually established by you and the CEO. Exceptional
     performance as defined by the CEO and the Board could result in a bonus
     payment as high as $200,000 for 2003. This bonus will be evaluated and
     awarded in two equal portions on July 1, 2003 and January 1, 2004. The 2002
     bonus will be prorated based upon your start date of November 1, 2002.

3.   Stock Options:

          (a)  Upon the commencement of your employment, the Company will grant
     you nonqualified options to purchase 200,000 shares of common stock of the
     Company pursuant to the Company's 1996 Management Stock Option Plan, as
     amended (the "Plan"), at an exercise price equal to the Nasdaq closing
     price on the date of grant. These options will vest in three increments of
     66,666 shares beginning on your first anniversary, commencing November 1,
     2003, 66,666 shares continuing thereafter on November 1, 2004 and 66,668
     shares on November 1, 2005. The exercise price for this grant will be set
     at the closing market price of Viisage's common stock on 31 October 2002.

          (b)  Your options will accelerate upon a change in control of the
     Company. A "change in control" means and shall be deemed to occur if any of
     the following occurs: (i) any Person is or becomes the beneficial owner of
     securities of the Company representing more than 50% of the combined voting
     power of the Company's then outstanding voting securities; or (ii)
     individuals comprising the Incumbent Board, or individuals approved by a
     majority of the Incumbent Board; cease for any reason to constitute at
     least a majority of the Board of Directors of the Company; or (iii)
     approval by the stockholders of the Company of a merger or consolidation of
     the Company, other than (A) a merger or consolidation which would result in
     the voting securities of the Company outstanding immediately prior thereto
     continuing to represent more than 50% of the combined voting securities of
     the Company or such surviving entity outstanding immediately after such
     merger or consolidation or (B) a

        30 Porter Road, Littleton, Massachusetts 01460 Tel: 978-952-2200
                                Fax: 978-952-2225

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Mr. James P. Ebzery
October 28, 2002
Page 2

     merger or consolidation effected to implement a recapitalization of the
     Company in which no Person acquires more than 50% of the Company's then
     outstanding voting securities; or (iv) approval by the stockholders of the
     Company of (A) a complete or substantial liquidation or dissolution of the
     Company, or (B) the sale or other disposition of all or substantially all
     of the assets of the Company. An underwritten public offering of common
     stock of the Company, including the completion of any sale of common stock
     pursuant to an underwriter's over-allotment option, and any offering to
     employees pursuant to a registration statement on Form S-8 or other similar
     offering shall not be counted toward a change in control for these
     purposes. For purposes of the foregoing: "Incumbent Board" shall mean those
     individuals who comprised the Board of Directors of the Company on the date
     hereof; and "Person" shall have the meaning used in Sections 13(d)(3) or
     14(d)(2) of the Exchange Act, provided that, it shall not include
     Denis K. Berube, Joanna T. Lau, Lau Acquisition Corp., the Company, any
     trustee or other fiduciary holding securities under an employee benefit
     plan of the Company, or any entity owned by the stockholders of Lau
     Acquisition Corp.

          (c)  In all cases, the vesting of your options is conditioned on your
     being employed by the Company on the vesting date. Your options will expire
     on the tenth anniversary of the date of grant and must be exercised within
     90 days of the termination of your employment (or within one year if your
     employment terminates as a result of death or disability). Your options
     will be subject to the terms and conditions of the Plan and the option
     agreement issued to you thereunder, which will incorporate the essential
     terms set forth in this Section 3.

4.   Benefits: You will participate in the Company's standard employee benefit
     plans, as may be in effect from time to time, for which you qualify. A
     summary of the current benefits has been furnished to you. Your annual
     vacation will be calculated at the rate of four weeks annually. You will be
     reimbursed for business related cellular phone charges as well as an
     allowance for high-speed cable connectivity at your home. The company will
     also reimburse you for a single membership in an Airline Club.

5.   Severance Agreement: If (i) your employment is terminated by the Company or
     (ii) the Company fails to continue you in the position of Senior Vice
     President or reduces your compensation in bad faith or (iii) the Company
     changes your job location by more than fifty (50) miles, and you resign as
     a result of any of the above, the Company will continue to pay your then
     current base salary in accordance with regular payroll practices for six
     months following the termination date; provided that no severance payments
     will be made if your employment with the Company is terminated for "cause."
     Further, upon the termination of your employment by the Company, you will
     be entitled to receive any bonus earned pursuant to Section 2 above for the
     period prior to the termination date. "Cause" shall mean you have (i) been
     convicted of or entered a plea of no contest relating to any illegal act
     that materially and adversely reflects upon the business, affairs or

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Mr. James P. Ebzery
October 28, 2002
Page 3

     reputation of Viisage, or (ii) materially neglected to discharge your
     responsibilities as an executive employee of Viisage, provided that any
     termination under this clause (ii) shall occur only after the written
     notice to you and an opportunity to cure such breach within 30 days of such
     notice. For purposes of this Section 5, the term "Company" shall include
     any successor to the Company's business.

6.   Proprietary Rights Agreement. You will be required, as a condition of your
     employment, to enter into an agreement containing provisions concerning
     confidentiality, assignment of inventions, non-competition and
     non-solicitation. A copy of that agreement is attached for your reference.

7.   At Will Employment. Your employment with the Company will be "at will,"
     meaning that you will not be obligated to remain employed at the Company
     for any specific period of time, and may cease your employment for any
     reason. Likewise, the Company will not be obligated to employ you for any
     specific period, and may terminate your employment with or without cause.

8.   Immigration. This offer is conditional upon satisfactory proof of
     eligibility for employment, as required by the Immigration Reform and
     Control Act of 1986. Please complete the enclosed form and return it to
     Barbara Courage.

9.   Miscellaneous. This agreement, along with the proprietary rights agreement
     described above and any stock option agreements issued to you under the
     Plan, sets forth the terms of your employment with the Company and
     supersedes any prior representations or agreements, whether written or
     oral. This agreement may not be modified or amended except by a written
     agreement signed by you and an authorized officer of the Company. In
     addition to any other remedies available to it, the Company will have the
     right to seek injunctive or other equitable relief to prevent any violation
     of this agreement. This agreement will be governed by the laws of the
     Commonwealth of Massachusetts, without regard to choice of law provisions.
     The failure of either party to exercise any right or the waiver by either
     party of any breach will not prevent a subsequent exercise of such right or
     be deemed a waiver of any later breach of the same or any other term of
     this agreement. If any provision of this agreement is held to be invalid,
     illegal, or unenforceable, such provision will only be modified to the
     extent required to be enforceable under applicable law.

     If this offer is acceptable, please indicate your acceptance and agreement
by countersigning below.

                                           Very truly yours

AGREED AND ACCEPTED:                       /s/ Bernard C. Bailey
/s/ James P. Ebzery                        -------------------------------------
-------------------------------------      Bernard C. Bailey
                                           President and Chief Executive Officer