EXHIBIT 10.1
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                       ASSIGNMENT AND ASSUMPTION AGREEMENT
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     This ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of May 16, 2007 (the
"Assignment and Assumption Agreement"), is made by and between L-1 Identity
Solutions, Inc., a Delaware corporation (the "Company") and L-1 Holding Co., a
Delaware corporation ("HoldingCo") and direct, wholly-owned subsidiary of the
Company.

                                    RECITALS
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     WHEREAS, the Company and HoldingCo are parties to an Agreement and Plan of
Reorganization, dated as of May 16, 2007 (the "Agreement"), which provides for
the establishment of a holding company structure with regard to the Company,
pursuant to a reorganization under Section 251(g) of the General Corporation Law
of the State of Delaware.

     WHEREAS, under the Agreement, the parties hereto agreed to enter into this
Assignment and Assumption Agreement, pursuant to which the Company will assign
to HoldingCo, as of the Effective Time (as defined in the Agreement), all its
right, title and interest in, and HoldingCo will, from and after the Effective
Time, assume and agree to perform all the obligations and liabilities of the
Company pursuant to the Equity Plans (as defined in the Agreement) and as are
listed in Exhibit C to the Agreement and such other agreements as are listed in
Exhibit D to the Agreement (collectively referred to herein as the "Assumed
Agreements").

     NOW, THEREFORE, in consideration of the foregoing, the parties hereto,
intending to be legally bound hereby, agree as follows:

     1. Assignment. In accordance with and subject to the terms of the
Agreement, the Company hereby assigns, transfers and conveys to HoldingCo, as of
the Effective Time, all of the Company's right, title and interest in, under and
to the Assumed Agreements, to the extent that such are legally assignable and
necessary consents to assignment have been obtained.

     2. Acceptance and Assumption. In accordance with and subject to the terms
of the Agreement, HoldingCo, as of the Effective Time, (a) accepts the foregoing
assignment, transfer and conveyance of the Company's right, title and interest
in, under and to the Assumed Agreements, to the extent that such are legally
assignable and necessary consents to assignment have been obtained; (b) assumes,
undertakes and agrees, subject to valid claims and defenses (including all
claims and defenses of the Company), to pay, satisfy, perform and discharge in
full, as and when due, all obligations and liabilities of any kind arising out
of, or required to be performed under, the Assumed Agreements; and (c)
undertakes and agrees to release and discharge the Company and its



successors and assigns completely and forever from, all of the liabilities and
obligations assumed hereunder.

     3. Other Actions. From and after the Effective Time, each of HoldingCo and
the Surviving Corporation shall take or cause to be taken such other actions as
the respective Boards of Directors of HoldingCo and the Surviving Corporation
shall reasonably consider to be necessary and advisable to carry out the terms
of this Assignment and Assumption Agreement.

     4. Effective Time. This Assignment and Assumption Agreement shall take
effect only at the Effective Time.

     5. Parties in Interest. This Assignment and Assumption Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.

     6. Counterparts. This Assignment and Assumption Agreement may be executed
by the parties hereto in separate counterparts, each of which when so executed
and delivered shall be an original, and all of which together shall constitute
one and the same instrument.

     7. Governing Law. This Assignment and Assumption Agreement and the rights
and obligations of the parties hereunder shall be governed by, and construed in
accordance with, the laws of the State of New York as applied to contracts made
and performed entirely in such State without giving effect to the choice of law
principles of such State that would require or permit the application of the
laws of another jurisdiction, except to the extent, and only to such extent,
that the laws of the State of Delaware are necessarily applicable pursuant to
the General Corporation Law of the State of Delaware.

     8. Definitions. Capitalized terms used but not defined herein shall have
the meanings ascribed to such terms in the Agreement.

                            [signature page follows]

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     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the date first written above.

                                        L-1 IDENTITY SOLUTIONS, INC

                                        By:  /s/  James A. DePalma
                                           -------------------------------------
                                           James A. DePalma
                                           Executive Vice President,
                                           Chief Financial Officer and Treasurer

                                        L-1 HOLDING CO.

                                        By:  /s/  James A. DePalma
                                           -------------------------------------
                                           James A. DePalma
                                           Executive Vice President,
                                           Chief Financial Officer and Treasurer