Development Agreement With International Tech.

Exhibit 10.30
-------------
Identix Incorporated
--------------------


DEVELOPMENT AGREEMENT
---------------------


This Development Agreement (this "Agreement") is made as of January 14, 2000 by and between Identix Incorporated, a Delaware corporation, acting through its Biometric Imaging Division ("Identix") and International Technology Concepts, Inc., a California corporation ("IT Concepts").


WHEREAS, Identix designs, develops, manufactures and sells biometric security and identification hardware and software products;


WHEREAS, IT Concepts designs, manufactures and distributes, among other things, certain complete imaging components and products, and provides related engineering services;


WHEREAS, Identix, IT Concepts and Identicator Technology, Inc., a Delaware corporation and a wholly owned subsidiary of Identix ("Identicator Technology"), are parties to that certain Support and Indemnification Agreement dated as of April 26, 1999, pursuant to which IT Concepts provides biometric security IT components and products, and related engineering services, to Identix and Identicator Technology;


WHEREAS, Identix desires, upon the terms and conditions hereinafter set forth, to retain IT Concepts to develop and provide certain new biometric imaging technology and products and related services to Identix;


WHEREAS, IT Concepts desires, upon the terms and conditions hereinafter set forth, to develop and provide such new biometric imaging technology and products and related services to Identix;


NOW THEREFORE, in consideration of the premises and the mutual covenants and conditions contained herein, the parties hereto agree as follows:


1. Development and Delivery.
-------------------------


(a) New Scanner Technology for Four Finger Plain Image Finger Scanning. IT
------------------------------------------------------------------ Concepts will design and develop a new Four Finger Flat Scanner mo ("FFFS Module") for use and application with Identix's new, proprietary, fingerprint imaging system.


(i) Specifications. The specifications and performance
--------------
parameters ("Specifications") for the FFFS Module are attached to this
Agreement as Exhibit A-1 hereto.


(ii) Design and Delivery Schedule. A detailed description of
----------------------------
the scope of work to be completed by IT Concepts under this Section 1(a),
and the timetable for completion of such work, is set forth on Exhibit A-2
hereto. Without limiting Exhibit A-2, IT Concepts shall deliver no less
than 3 prototype units of each of the FFFS Modules no later than April1,
2000. Prior to availability or delivery of such beta units, Identix may,
upon request, conduct reviews of IT Concepts development work by means of
formal program or technical reviews at IT Concepts facilities or the
facilities of Intech, a Russian company and IT Concept's authorized
subcontractor hereunder (the "Subcontractor"). Beginning no later than
thirty (30) days following the date first above written and continuing
thereafter at least once every month until final approval by Identix of the
beta units (see below), IT Concepts shall provide Identix (1) a written
progress report ("Progress Report") of all development efforts by IT
Concepts and the Subcontractor , and (2) summaries, copies and duplicates,
as the case may be, of any and all ideas for technical solutions, designs,
drawings, schematics, technical data, prototypes, inventions, or other
intellectual property in progress under this Agreement. Optical Module beta
units will each be deemed accepted by Identix upon the issuance by Identix
to IT Concepts of a final acceptance certificate confirming that the units
meet applicable Specifications. This determination shall be made by Identix
in its sole judgement. Prior to issuance of final acceptance by Identix, if
any prototype unit does not conform to the Specifications and/or it has not
successfully passed Identix's testing criteria, as determined by Identix,
IT Concepts will have thirty (30) days from receipt of notice of deficiency
to make and submit to Identix such changes as shall be reasonably required
to correct the deficiencies set forth in the notice.


(iii) Fixed Price and Payment. The fixed price and payment
-----------------------
terms for design and delivery of the FFFS Module is set forth on Exhibit A-
3 hereto.


(b) New Low Cost Roll and Plain Forensic Quality Fingerprint Image
--------------------------------------------------------------
Capture Scanner. IT Concepts will design, develop and manufacture a new
---------------
low cost roll and plain forensic quality fingerprint image capture scanner
(the "Scanner").


(i) Specifications. Identix shall provide Specifications
--------------
for the Scanner at such time as Identix is prepared to initiate development
activity respecting the Scanner. Such Specifications shall be attached
hereto as Exhibit B-1.


(ii) Design, Testing, Acceptance and Delivery Schedule. A
-------------------------------------------------
detailed description of the scope of work to be completed by IT Concepts
under this Section 1(b) and the timetable for completion of such work shall
be provided by IT Concepts to Identix no later than 10 days after receipt
by IT Concepts of the Scanner's Specifications from Identix. Such scope of
and schedule of work, when agreed upon in writing by Identix, shall be
attached hereto as Exhibit B-2. Prior to availability or delivery of
Scanner beta units, as per Exhibit B-2, Identix may, upon request, conduct
reviews of IT Concepts development work by means of formal program or
technical reviews at IT Concepts facilities or the facilities of the
Subcontractor. Beginning no later than thirty


2


(30) days following the date Exhibit B-2 is agreed to by Identix, and
continuing thereafter at least once every month until final approval by
Identix of the Scanner beta units, IT Concepts shall provide Identix (1) a
Progress Report of all development efforts by IT Concepts and the
Subcontractor , and (2) summaries, copies and duplicates, as the case may
be, of any and all ideas for technical solutions, designs, drawings,
...