August 7, 2002 Sean F. Mack, Vice President & Controller Viisage Technology, Inc. 30 Porter Road Littleton, MA 01460 Re: Severance Provisions in Connection with Employment Dear Sean: This Letter Agreement sets forth certain terms relating to severance...

                                                                   EXHIBIT 10.47

                                                         August 7, 2002
Xxxx X. Xxxx, Vice President & Controller
Viisage Technology, Inc.
00 Xxxxxx Xxxx
Xxxxxxxxx, XX 00000

     Re: Severance Provisions in Connection with Employment

Dear Xxxx:

     This Letter Agreement sets forth certain terms relating to severance
payments you shall be entitled to receive from Viisage Technology, Inc. (the
"Company") in the event there is a Change of Control at the Company. For good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, we agree as follows:

     1.   If: (a) there is a Change of Control at the Company; and (b) you
          experience an Adverse Change in your employment with the Company
          within twelve (12) months following the Change of Control, you will be
          entitled to six (6) months severance pay, based on your then current
          base salary payable in accordance with the Company's regular payroll
          practices, and any bonus earned up to the date of the Adverse Change.
          For purposes of this Letter Agreement, "Adverse Change" shall mean the
          termination of your employment by the Company for reasons other than
          for Cause or a material adverse diminution in the nature or scope of
          your present responsibilities, function or duties, taken as a whole.
          "Cause" shall mean (i) any conviction of, or pleading of nolo
          contendre, by you of any crime or felony; (ii) any willful misconduct
          by you which has a materially injurious effect on the business or
          reputation of the Company; or (iii) failure to consistently discharge
          your employment duties, which failure continues for 30 days following
          written notice from the Company detailing such failure. "Change of
          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 fifty percent (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 the 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 fifty percent (50%) of the

        00 Xxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000 Tel: 000-000-0000
                                Fax: 000-000-0000



Xxxx X. Xxxx
Viisage Technology, Inc.
August 7, 2002
Page 2

          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 fifty percent (50%)
          of the Company's then outstanding voting securities; or (iv) approval
          by the stockholders of the Company (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 of Control for purposes
          of this Letter Agreement. "Incumbent Board" shall mean those
          individuals who comprised the Board of Directors of the Company on the
          date hereof; "Person" shall have the meanings used in Sections
          13(d)(3) or 14(d)(2) of the Exchange Act, provided that it shall not
          include Xxxxx X. Xxxxxx, Xxxxxx X. Xxx, Xxx 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 Xxx Acquisition Corp.

     2.   No benefits other than the base pay and bonus described above are
          conferred hereunder.

     3.   This Letter Agreement may be amended only by a written amendment
          signed by all of the parties hereto. This Letter Agreement shall be
          binding upon the parties hereto and their successors and assigns.

     Please execute this letter where indicated below to confirm your agreement
to the above terms.

                                          Sincerely


                                          /s/ Xxxxxx X. Xxxxxx
                                          -------------------------------------
                                          Xxxxxx X. Xxxxxx,
                                          Chief Financial and Operations Officer
ACCEPTED:

/s/ Xxxx X. Xxxx
-----------------------------------------
Xxxx X. Xxxx, Vice President & Controller

Date:   8-8-02