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                                                                   Exhibit 10.7


                           VIISAGE TECHNOLOGY, INC.
             AMENDED AND RESTATED 1996 DIRECTORS STOCK OPTION PLAN
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Section 1 -- Purpose

  The purpose of this 1996 Directors Stock Option Plan (the "Plan") is to
increase the proprietary interest of non-employee members of the Board of
Directors (the "Board") of Viisage Technology, Inc., a Delaware corporation (the
"Company"), in the continued success of the Company, and to provide them with an
incentive to continue to serve as directors.  All options issued pursuant to the
Plan shall be nonstatutory options which are not intended to meet the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code").

Section 2 -- Effective Date

  The Plan became effective as of June 17, 1996, the date as of which it was
adopted by the Board of Directors of the Company (the "Effective Date").  On May
12, 1998, the Board voted to amend the Plan to authorize an additional 19,970
shares under the Plan to increase the number of shares available under the Plan
from 156,650 shares to 176,620 shares.  On May 28, 1999, the Board voted to
further amend the Plan to authorize an additional 24,996 shares under the Plan
to increase the number of shares available under the Plan from 176,620 shares to
201,616 shares.  On January 26, 2000, the Board voted to further amend the Plan,
subject to shareholder approval, to authorize an additional 125,000 shares under
the Plan to increase the number of shares available under the Plan from 201,616
shares to 326,616 shares.

Section 3 -- Stock Subject to the Plan

  Options issued under this Plan shall be exercisable for the Company's common
stock.  The number of shares that may be issued under this Plan shall not exceed
in the aggregate three hundred twenty-six thousand six hundred sixteen (326,616)
shares of the common stock, $.001 par value, of the Company (the "Shares")
authorized on the Effective Date, subject to adjustment as provided in Sections
9 and 10 below.  Any Shares subject to an option which for any reason expires or
is terminated as to such Shares may again be the subject of an option under this
Plan.  In addition, any Shares purchased by an optionee upon exercise of an
option under this Plan that are subsequently repurchased by the Company pursuant
to the terms of such option, and Shares tendered as payment for Shares upon
exercise of an option under this Plan, may again be the subject of an option
under the Plan.  The Shares delivered upon exercise of options under this Plan
may, in whole or in part, be either authorized but unissued Shares or issued
Shares reacquired by the Company.

Section 4 -- Administration

  This Plan shall be administered by the Board.  Subject to the provisions of
the Plan, the Board shall have full power to construe and interpret the Plan and
to establish, amend and rescind rules and regulations for its administration.
Any decisions made with respect thereto shall be final and binding on the
Company, the optionee and all other persons.  No member of the Board shall be
liable for any action or determination made in good faith with respect to the
Plan.
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Section 5 -- Eligible Participants

  For so long as Shares are available for issuance pursuant to the provisions of
this Plan, individuals who become directors of the Company and who are not
employees of the Company ("Non-Employee Directors") shall be eligible to
participate in the Plan.  Each Director to whom options are issued hereunder
shall be a participant ("Participant") under the Plan.

Section 6 -- Duration of Plan

  This Plan shall remain in effect until December 31, 2005, unless terminated
earlier pursuant to Paragraph 13 hereof.  Options that are issued on or before
the date of this Plan's termination shall remain exercisable in accordance with
their respective terms after the termination of the Plan.

Section 7 -- Issuance of Options

  Options available for issuance under this Plan shall be issued in the
discretion of the Board.

Section 8 -- Terms and Conditions of Options

  Options issued under this Plan shall be evidenced by written instruments in
such form not inconsistent with this Plan as the Board shall approve from time
to time, which instruments shall evidence the following terms and conditions:

  (a)  Price.  The exercise price of an option issued on or before the date when
the Company first shall have effectively registered Shares for public offering
under the Securities Act of 1933, as amended, shall be $2.96 per Share, and the
exercise price of an option issued after such date shall be 100% of the fair
market value per Share on the date the option is issued.  For purposes of the
foregoing, "fair market value" of a share of stock on any date shall mean the
closing price on NASDAQ (or, if the Company's common stock is not traded on
NASDAQ, on the principal exchange on which the Company's stock then is publicly
traded) as of the date of issuance, or if the date of issuance is not a business
day, as of the last business day for which prices are available prior to the
date of issuance.

  (b)  Number of Shares.  Each option agreement shall specify the number of
Shares to which it pertains, pursuant to Section 7.

  (c)  Vesting.  Each option issued under the Plan shall vest and be exercisable
in accordance with the schedule determined by the Board and set forth in the
written instrument evidencing the Options issued hereunder, subject to
adjustment as provided in Section 9 and 10 below.  Such schedule may be amended
by mutual agreement of the Board and the optionee.  In the event that the
Participant ceases to be a director of the Company for any reason prior to the
time a Participant's option becomes fully exercisable, the option will terminate
with respect to the Shares as to which the option is not then vested and
exercisable and all rights of the Participant to such Shares shall terminate
without further obligation on the part of the Company.  In the event that the
Participant ceases to be a director of the Company after his or her option has
become exercisable in whole or in
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part, such option shall remain exercisable in whole or in part, as the case may
be, in accordance with the terms hereof.

  (d)  Notice of Exercise and Payment.  An option shall be exercisable only by
delivery of a written notice to the Company's Treasurer or any other officer of
the Company designated by the Board to accept such notices on its behalf,
specifying the number of Shares for which it is exercised.  If said Shares are
not at that time effectively registered under the Securities Act of 1933, as
amended, the optionee shall include with such notice a letter, in form and
substance satisfactory to the Company, confirming that the Shares are being
purchased for the optionee's own account for investment and not with a view to
distribution.  Payment shall be made in full at the time the option is
exercised.  Payment shall be made by (i) cash; (ii) by check; (iii) subject to
Section 12(c) hereof, by delivery and assignment to the Company of Shares
previously owned by the optionee for one year or more and having a value equal
to the Option price; (iv) if permitted by applicable law, through the delivery
of an assignment to the Company of a sufficient amount of the proceeds from the
sale of unrestricted Shares acquired upon exercise to pay for all of the Shares
so acquired and any tax withholding obligation resulting from such exercise, and
an authorization to the broker or selling agent to pay that amount to the
Corporation; or (v) by a combination of (i), (ii), (iii) and (iv).  The value of
the Company stock for purposes of the foregoing clause (iii) shall be its fair
market value as of the date the Option is exercised, as determined in accordance
with procedures to be established by the Board.

  (e) Expiration.  Options issued under the Plan shall expire ten years from the
date on which the option is issued, unless terminated earlier in accordance with
the Plan; provided, however, that the vested portion of any unexpired option in
effect on the date of a Participant's death or disability shall expire one year
from the date of the Participant's death or disability (whether or not this
period ends after the stated expiration of the exercise period).

  (f)  Rights as Shareholder.  No optionee shall have any rights as a
shareholder with respect to any Share covered by any option until the purchase
thereof.

  (g)  Non-Transferability.  No option shall be transferable by the optionee
otherwise than by will or the laws of descent or distribution, and each option
shall be exercisable during the optionee's lifetime only by the optionee.
Notwithstanding the foregoing (but in the case of an optionee that is subject to
Section 16 of the Exchange Act, only to the extent consistent with the
requirements of Rule 16b-3 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or any successor provision, as applicable to the Company
at the time ("Rule 16b-3"), or other rules under Section 16 of the Exchange
Act), such option may be transferred pursuant to an order that would constitute
a qualified domestic relations order as defined in the Code or Title I of the
Employee Retirement Income Security Act or the rules thereunder.

  (h)  The instruments evidencing options may be in the form of agreements to be
executed by both the optionee and the Company or certificates, letters or
similar instruments, which need not be executed by the optionee but acceptance
of which will evidence agreement to the terms of the issuance.
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Section 9 -- Stock Dividends; Stock Splits; Stock Combinations; Recapitalization

  In the event of a stock dividend, stock split or combination of shares,
recapitalization or other change in the Company's capitalization, or other
distribution with respect to holders of the Company's common stock other than
normal cash dividends, automatic adjustment shall be made in the number and kind
of shares as to which outstanding options or portions thereof then unexercised
shall be exercisable and in the available shares set forth in Section 3 hereof,
to the end that the proportionate interest of the option holder shall be
maintained as before the occurrence of such event.  Such adjustment in
outstanding options shall be made without change in the total price applicable
to the unexercised portion of such options and with a corresponding adjustment
in the option price per share. Automatic adjustment shall also be made in the
number and kind of shares subject to options subsequently issued under the Plan.

Section 10 -- Merger; Sale of Assets; Dissolution

  In the event of a change of the Company's common stock resulting from a merger
or similar reorganization as to which the Company is the surviving corporation,
or the formation of a holding company, the number and kind of shares which
thereafter may be optioned and sold under the Plan and the number and kind of
shares then subject to options issued hereunder or unexercised portions thereof
and the price per share thereof shall be appropriately adjusted to the end that
the proportionate interest of the option holder shall be maintained as before
the occurrence of such event.  If the Company shall be a party to a merger or a
similar reorganization after which the Company will not survive, or if there
will be a sale of substantially all the common stock of the Company or a sale of
all or substantially all of the assets of the Company, then to the extent
permitted by Rule 16b-3, the options under this Plan automatically shall be
terminated, assumed by the successor corporation or repurchased by the Company
or its successor to the same extent, and on the same terms, as are approved for
options for the Company's Common Stock issued under the Company's 1996
Management Stock Option Plan or the then-existing successor plan thereto, and
otherwise will terminate upon such merger, reorganization or sale.  Despite the
foregoing, no such adjustment shall be made which would, within the meaning of
any applicable provisions of the Internal Revenue Code of 1986, as amended,
constitute a modification, extension or renewal of any Option or a grant of
additional benefits to any optionee.

Section 11 -- No Right to Reelection

  Nothing in the Plan shall be deemed to create any obligation on the part of
the Board or standing Committee thereof to nominate any Director for reelection
by the Company's stockholders, nor confer upon any Director the right to remain
a member of the Board for any period of time, or at any particular rate of
compensation.
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Section 12 -- Regulatory Compliance and Listing

  (a) The issuance or delivery of any shares of stock subject to exercisable
Options hereunder may be postponed by the Board for such period as may be
required to comply with any applicable requirements under the Federal securities
laws, any applicable listing requirements of NASDAQ or any national securities
exchange or any requirements under any law or regulation applicable to the
issuance or delivery of such shares. The Company shall not be obligated to issue
or deliver any such shares if the issuance or delivery thereof would constitute
a violation of any provision of any law or of any applicable regulation of any
governmental authority, NASDAQ or any national securities exchange.

  (b) Should any provision of this Plan require modification or be unnecessary
to comply with the requirements of Section 16 of and Rule 16b-3 under the 1934
Act, the Board may waive such provision and/or amend this Plan to add to or
modify the provisions hereof accordingly.

  (c) Any election made by an optionee then subject to Section 16 of the
Exchange Act to make payment of any portion of an option price with Shares shall
be subject to any then-applicable requirements of Rule 16b-3 and other
applicable rules under Section 16 of the Exchange Act.

Section 13 -- Amendment and Termination

  The Board shall have the right to amend, modify or terminate the Plan at any
time and from time to time; provided, however, that unless required by law, no
such amendment or modification shall affect any right or obligation with respect
to any option theretofore issued.  In addition, no such amendment or
modification shall be made without previous approval by the stockholders where
such approval is necessary to satisfy, nor shall any amendment or modification
be made at a time when the same would violate, any then-applicable requirements
of federal securities laws (including without limitation Rule 16b-3), the Code
or rules of NASDAQ or any stock exchange on which the Company's common stock is
listed.