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                                                                   EXHIBIT 10.44

                                December 21, 2002

Mr. Jack Dillon
8108 Autumn Gate Lane
Bethesda, MD 20817

Dear Jack:

     I am pleased to offer you the position of Senior Vice President, Government
Solutions of Viisage Technology, Inc. (the "Company") commencing February 24,
2003. The attached position description provides an overview of this position.
The terms of the offer are as follows:

1.   Base Salary: $200,000 per year, subject to annual review by the
     Compensation Committee of the Board of Directors.

2.   Bonus: On target of $75,000 for calendar year 2003. The criteria for
     payment of the bonus will be set at 50% based upon the performance
     objectives of the company and 50% based upon subjective performance
     criteria to be mutually established by you and the CEO. For 2003, the
     subjective bonus payment portion ($37,500) will be guaranteed and paid out
     at 100%. The total bonus will be evaluated and awarded as a single payment
     in early 2004.

3.   Stock Options:

          (a)  Upon the commencement of your employment, the Company will grant
     you nonqualified options to purchase 75,000 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
     25,000 shares beginning on your first anniversary, commencing February 24,
     2004, 25,000 shares continuing thereafter on February 24, 2005 and 25,000
     shares on February 24, 2006. The exercise price for this grant will be set
     at the closing market price of Viisage's common stock on 21 February 2003.
     You will also be eligible to receive additional stock option grants on an
     annual basis depending upon performance and contribution.

          (b)  Your options will accelerate (forward vest) 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 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

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Mr. Jack Dillon
December 21, 2002
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     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.

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. Additionally, any options awarded to
     you and not vested at the time of your termination will accelerate (forward
     vest) should your employment be terminated by the Company without cause.
     "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 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. Further,
     should the company be acquired as a result of a change of

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Mr. Jack Dillon
December 21, 2002
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     control, the company will assure that you are retained for a minimum of one
     year by the acquiring firm or you will be granted compensation of one year
     salary and bonus.

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.   Administrative Support. The company agrees to provide funding to assure
     that local full time administrative support is provided to adequately
     support the Washington, DC operations by mid year 2003.

10.  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.

                                          Sincerely,


AGREED AND ACCEPTED                       /s/ Bernard C. Bailey
                                          -------------------------------------
                                          Bernard C. Bailey
                                          President and Chief Executive Officer

/s/ Jack Dillon
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         1/6/03

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Mr. Jack Dillon
December 21, 2002
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