AGREEMENT AND PLAN OF REORGANIZATION



     This AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement"), dated as of

May 16, 2007, is made by and among L-1 Identity Solutions, Inc., a Delaware

corporation (the "Company"), L-1 Holding Co., a Delaware corporation and a

direct, wholly-owned subsidiary of the Company ("HoldingCo"), and L-1 Merger

Co., a Delaware corporation and a direct, wholly-owned subsidiary of HoldingCo

("MergerCo").



                                    RECITALS



     WHEREAS, as of the close of business on April 30, 2007, the authorized

capital stock of the Company consisted of (i) 125,000,000 shares of common

stock, par value $0.001 per share ("Company Common Stock"), of which 72,839,945

shares were issued and outstanding, 10,119,048 shares were reserved for issuance

upon exercise of stock options and warrants and 4,815 shares were held in

treasury, and (ii) 2,000,000 shares of preferred stock, par value $0.001 per

share ("Company Preferred Stock"), of which none is outstanding.



     WHEREAS, as of the date hereof, the authorized capital stock of HoldingCo

consists of 125,000,000 shares of common stock, par value $0.001 per share

("HoldingCo Common Stock"), of which 1,000 shares are issued and outstanding and

no shares are held in treasury.



     WHEREAS, as of the date hereof, the authorized capital stock of MergerCo.

consists of 1,000 shares of common stock, par value $0.001 per share ("MergerCo

Common Stock"), of which 1,000 shares are issued and outstanding and no shares

are held in treasury.



     WHEREAS, the Certificate of Incorporation and the By-Laws of HoldingCo

will, as of the Effective Time (as defined below), contain provisions identical

to the Certificate of Incorporation and the By-Laws, respectively, of the

Company as in effect immediately prior to the Effective Time (other than with

respect to matters excepted by Section 251(g) of the General Corporation Law of

the State of Delaware (the "DGCL")).



     WHEREAS, the Board of Directors of HoldingCo (the "HoldingCo Board") will,

as of the Effective Time, be classified in a manner identical to the Board of

Directors of the Company (the "Company Board") immediately prior to the

Effective Time, and each of the directors of the Company will, prior to the

Effective Time, be elected to the class of the HoldingCo Board that corresponds

to the class of the Company Board to which such director belonged immediately

prior to the Effective Time.



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     WHEREAS, the officers of the Company will, at or prior to the Effective

Time, be elected as the officers of HoldingCo in accordance with the Certificate

of Incorporation and the By-Laws of HoldingCo or as otherwise provided by law.



     WHEREAS, in order to facilitate Holding Co.'s offering of convertible

senior notes, and in order to facilitate the structuring of potential future

acquisitions, the Company desires to create a new holding company organizational

structure pursuant to Section 251(g) of the DGCL, by merging MergerCo with and

into the Company, with the Company continuing as the surviving corporation

(sometimes hereinafter referred to as the "Surviving Corporation"), and

converting each share of Company Common Stock issued and outstanding immediately

prior to the Effective Time, into one share of HoldingCo Common Stock, all in

accordance with the terms of this Agreement.



     WHEREAS, the Boards of Directors of each of the Company, HoldingCo and

MergerCo have approved this Agreement and the transactions contemplated hereby,

and have determined the same to be advisable and in the best interests of their

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