Under the terms of the definitive agreement, L-1 will purchase Bioscrypt shares for consideration currently valued at Cdn. dollar 0.55 per share, representing a total purchase price of approximately Cdn. dollar 44.0 million. The offer price of Cdn. dollar 0.55 per share represents a premium to Bioscrypt shareholders of 53 percent over the closing price of Bioscrypt on Friday, January 4, 2008, the last day of trading prior to announcement of the transaction, and a premium of 75 percent over the volume-weighted average trading price for the 20-day period prior to announcement of the transaction. Subject to certain conditions, the number of L-1 shares to be issued in payment of the purchase price for the Bioscrypt shares will be based on the average closing price of L-1 shares on the New York Stock Exchange ("NYSE") for the 20 trading days ending five trading days prior to the closing date of the acquisition, provided the price at which such shares are issued shall not be greater than 105 percent or less than 95 percent of USD 17.72, the average closing price of L-1 shares on the NYSE for the 5 trading days ending the day prior to announcement of the transaction. Under the definitive agreement, the maximum number of shares that can be issued is 2.6 million shares. In addition, L-1 will assume outstanding Bioscrypt stock options that are not exercised prior to the closing of the transaction. All outstanding warrants will be cancelled at the closing of the transaction.

"This transaction represents a strategic opportunity for Bioscrypt shareholders to maintain and develop their interest in the growing market for biometric technologies with an expanded market potential as a member company of L-1, a global leader in the identity management space", says Robert M. Douglas, president and CEO of Bioscrypt. "We see this as a 'hand in glove' business fit which at the conclusion of this transaction, Bioscrypt's technology will gain greater visibility and market traction to extend its global leadership in biometric physical and logical access control. In addition, the transaction provides the shareholders of Bioscrypt with the enhanced visibility, investment opportunities, and market trading liquidity in the New York Stock Exchange, as L-1 Identity shareholders."

The acquisition is structured as a plan of arrangement under the Canada Business Corporations Act and is expected to close in the first quarter of 2008. The acquisition is subject to the satisfaction of a number of customary conditions, including approval by the holders of at least two-thirds of Bioscrypt's outstanding common shares, options and warrants, each voting as a separate class, the approval of the Ontario Superior Court, and other regulatory approvals. The definitive agreement also provides that L-1 will be paid a termination fee and reimbursed for expenses under certain circumstances in which the transaction is not consummated. Additional terms of the transaction will be more fully described in the management proxy circular to be mailed by Bioscrypt to its security holders in connection with the special meeting referred to below. The definitive agreement will also be filed on SEDAR and will be available at www.sedar.com.

The acquisition will be submitted to Bioscrypt security holders for approval at a special meeting expected to be held in February 2008. The Board of Directors of Bioscrypt has unanimously recommended that Bioscrypt security holders vote in favour of the acquisition and has received an opinion from its financial advisor, TD Securities Inc., that as of January 5, 2008, the consideration to be received pursuant to the definitive agreement, is fair, from a financial point of view, to the holders of Bioscrypt's common shares.

Irrevocable support agreements in favour of the transaction have been signed by directors, officers and other shareholders of Bioscrypt, representing approximately 25 percent of the outstanding shares of Bioscrypt, including holders of 87 percent of all warrants outstanding and 70 percent of all stock options outstanding.

"With this acquisition, L-1 strengthens its leadership position in protecting and securing personal identities and assets by extending into access control, a market that is expected to grow substantially," sats Robert V. LaPenta, chairman, president and CEO of L-1 Identity Solutions. "In line with our strategy to acquire the best-in-class solutions, Bioscrypt is a leader in advanced physical and logical biometric access control solutions and brings new and unique technological capabilities to our portfolio of identity management solutions, including three-dimensional facial recognition."

Following the close of the transaction, it is expected that Bioscrypt will continue to operate from its current location(s). Bioscrypt will become a wholly-owned subsidiary of L-1 Identity Solutions.