IQ BIOMETRIX, INC.

                        2004 CONSULTANT COMPENSATION PLAN

1.       Purpose.

         The IQ Biometrix,  Inc. 2004 Consultant  Compensation Plan (the "Plan")
is intended to promote the interests of IQ Biometrix,  Inc. and its subsidiaries
(collectively the  "Corporation")  by offering those outside  consultants of the
Corporation  who assist in the  development  and success of the  business of the
Corporation,  the opportunity to participate in a compensation  plan designed to
reward  them for their  services  and to  encourage  them to continue to provide
services to the Corporation.

2.       Definitions.

         For all  purposes  of this Plan,  the  following  terms  shall have the
following meanings:

         "Common Stock" means IQ Biometrix, Inc. common stock, $.01 par value.

         "Conditional  Shares"  means shares of Common Stock  awarded under this
Plan subject to conditions  imposed by the Committee (as defined  herein) or the
conditions set forth in Section 6.2 or both.

         "IQ Biometrix" means IQ Biometrix, Inc., a Delaware corporation.

         "Subsidiary"  means  any  company  of which IQ  Biometrix,  Inc.  owns,
directly or indirectly, the majority of the combined voting power of all classes
of stock.

         "Unconditional  Shares" means shares of Common Stock awarded under this
Plan subject to no conditions.

3.       Administration.

         The Plan shall be administered by a committee (the  "Committee") of not
less than two directors of IQ Biometrix selected by, and serving at the pleasure
of, IQ Biometrix's Board of Directors (the "IQ Biometrix Board").

         IQ Biometrix or any Subsidiary will recommend to the Committee  persons
to whom shares may be awarded. The Committee shall make all final decisions with
respect to the persons to whom  awards  shall be granted  ("Participants"),  the
number of shares that shall be covered by each award or sale,  the time or times
at which  awards  shall be  granted or sales  shall be made,  the timing of when
awards shall vest, the terms and  provisions of the  instruments by which awards
or  sales  shall  be  evidenced,   the   interpretation  of  the  Plan  and  all
determinations  necessary or advisable for its  administration.  The Committee's
decisions,  determinations and interpretations shall be final and binding on all
Participants.


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4.       Eligibility.

         Only individuals who are outside consultants,  or directors,  officers,
partners or employees of outside consultants,  of IQ Biometrix or any Subsidiary
(a "Service Provider") shall be granted awards.

5.       Stock Subject to the Plan.

         The stock, which may be awarded or sold pursuant to this Plan, shall be
shares of Common  Stock.  When shares of Common  Stock are  awarded or sold,  IQ
Biometrix  may  award  or sell  authorized  but  unissued  Common  Stock,  or IQ
Biometrix may award or sell issued  Common Stock held in its  treasury.  Each of
the respective boards of IQ Biometrix and all Subsidiaries involved in the award
or sale will fund the Plan to the extent so required to provide Common Stock for
the benefit of  Participants.  The total  number of shares of Common Stock which
may be granted or sold under this Plan shall not exceed  1,000,000 shares in the
aggregate.  Any shares awarded and later forfeited are again subject to award or
sale under the Plan.

6.       Share Awards and Sales.

         6.1      Grant of Share Awards.

         The  Committee  may  award to  Participants  Unconditional  Shares  and
Conditional  Shares. The Committee will determine for each Participant  selected
to be awarded Unconditional Shares and Conditional Shares the time or times when
Unconditional  Shares or  Conditional  Shares shall be awarded and the number of
shares of Common Stock to be covered by each Unconditional Shares or Conditional
Share award.  Unless expressly specified as Conditional Shares by the Committee,
all  shares of Common  Stock  awarded  under  this Plan  shall be  Unconditional
Shares. No Unconditional Shares or Conditional Shares shall be awarded unless IQ
Biometrix (in the judgment of the Committee)  has received from the  Participant
either (a) a full performance of the services for which the Unconditional Shares
or Conditional Shares are being awarded, or (b) (i) a partial performance of the
services  for which the  Unconditional  Shares or  Conditional  Shares are being
awarded  and the  value of such  partial  performance  (in the  judgment  of the
Committee) equals or exceeds the aggregate par value of the Unconditional Shares
or  Conditional  Shares to be  awarded  and (ii) a binding  obligation  from the
Participant to provide in the future the remainder of the services for which the
Unconditional Shares or Conditional Shares are being awarded.


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         6.2      Conditions.

         Shares of Common Stock issued to a Participant as a Conditional  Shares
award  will  be  subject  to the  following  conditions  as  well  as all  other
conditions imposed by the Committee ("Share Conditions"):

                  (a) Except as set forth in  Paragraphs  6.4 and 6.5,  if Share
         Conditions are not satisfied,  Conditional Shares will be forfeited and
         returned to IQ Biometrix or, in the event such Conditional  Shares were
         provided to the  Participant  from shares of Common Stock  purchased by
         the  Subsidiary,  then the  Conditional  Shares will be returned to the
         Subsidiary.  In either  case,  all  rights of the  Participant  to such
         Conditional  Shares will terminate without any payment of consideration
         by IQ  Biometrix  or the  Subsidiary  with  which  the  Participant  is
         associated, at such time as Participant ceases to be a Service Provider
         to IQ Biometrix or a Subsidiary.

                  (b) During the condition period ("Condition  Period") relating
         to a Conditional Share award, none of the Conditional Shares subject to
         such award may be sold,  assigned,  bequeathed,  transferred,  pledged,
         hypothecated or otherwise disposed of in any way by the Participant.

                  (c) The Committee may require the Participant to enter into an
         escrow   agreement   providing  that  the   certificates   representing
         Conditional  Shares sold or granted pursuant to the Plan will remain in
         the physical custody of IQ Biometrix or the applicable Subsidiary or an
         escrow holder during the Condition Period.

                  (d)  Certificates  representing  Conditional  Shares  sold  or
         granted  pursuant to the Plan may bear a legend  making an  appropriate
         reference to the conditions imposed on the Conditional Shares.

                  (e)  The  Committee   may  impose  other   conditions  on  any
         Conditional  Shares  issued  pursuant  to  the  Plan  as  it  may  deem
         advisable,  including  without  limitations,   restrictions  under  the
         Securities Act of 1933, as amended, under the requirements of any stock
         exchange  upon  which  such  share or shares of the same class are then
         listed and under any state  securities  laws or other  securities  laws
         applicable to such shares.

         6.3      Rights of a Stockholder.

         Except as set forth in Paragraph 6.2(b), the recipient of a Conditional
Share award will have all of the rights of a  stockholder  of IQ Biometrix  with
respect to the Conditional  Shares,  including the right to vote the Conditional
Shares and to receive all dividends or other  distributions made with respect to
the Conditional Shares.



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         6.4      Lapse of Conditions.

         In the event of the termination of association of a Participant  during
the  Condition  Period  by  reason  of  death,  disability,  or  termination  of
association,  the Committee may, at its discretion,  remove Share  Conditions on
Conditional Shares.

         Conditional  Shares to which the  Share  Conditions  have not so lapsed
will be  forfeited  and  returned to the  Corporation  as provided in  Paragraph
6.2(a).

         6.5      Lapse of Conditions at Discretion of the Committee.

          The Committee  may shorten the  Condition  Period or remove any or all
Share Conditions if, in the exercise of its absolute  discretion,  it determines
that such action is in the best  interests of the  Corporation  and equitable to
the Participant.

         6.6      Listing and Registration of Shares.

         IQ Biometrix may, in its reasonable  discretion,  postpone the issuance
and/or  delivery of any shares of Common Stock  awarded or sold pursuant to this
Plan until  completion of stock  exchange  listing,  or  registration,  or other
qualification of such shares under any law, rule or regulation.

         6.7      Designation of Beneficiary.

         A  Participant  may,  with the  consent of the  Committee,  designate a
person or persons to receive,  in the event of death, any shares of Common Stock
to which such  Participant  would then be entitled  pursuant to this Plan.  Such
designation  will be made upon forms  supplied by and delivered to the Committee
and may be  revoked  in  writing  by the  Participant.  If a  Participant  fails
effectively to designate a beneficiary,  then such Participant's  estate will be
deemed to be the beneficiary.

7.       Capital Adjustments.

         The  number and  consideration  of Common  Stock  covered by each award
granted or each sale under this Plan and the total  number of shares that may be
granted or sold  under the Plan shall be  proportionally  adjusted  to  reflect,
subject to any required  action by  stockholders,  any stock  dividend or split,
recapitalization,  merger, consolidation, spin-off, reorganization,  combination
or exchange of shares or other similar corporate change.

8.       Approvals.

         The issuance of shares  pursuant to this Plan is expressly  conditioned
upon obtaining all necessary  approvals from all regulatory  agencies from which
approval is required.



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9.       Investment Representations.

         As  a  condition  to  the  Award,   the  Corporation  may  require  the
Participant  to represent  and warrant at the time of any such exercise that the
Shares are being acquired only for investment and without any present  intention
to sell or  distribute  such  Shares  if,  in the  opinion  of  counsel  for the
Corporation, such a representation is required.

10.      Effective Date of Plan.

         The effective date of the Plan is February 13, 2004.

11.      Term and Amendment of Plan.

         This Plan shall  expire on  December  31, 2004  (except to  Conditional
Shares  outstanding on that date). IQ Biometrix Board may terminate or amend the
Plan in any respect at any time, except no action of the IQ Biometrix Board, the
Committee or IQ Biometrix's stockholders, however, may, without the consent of a
Participant,  alter or impair such  Participant's  rights under any  Conditional
Shares previously granted.

         Neither the Plan nor any Award  shall  confer  upon a  Participant  any
right with respect to continuing  the  Participant's  relationship  as a Service
Provider  with the  Corporation,  nor shall they  interfere  in any way with the
Participant's right or the Corporation's right to terminate such relationship at
any time, with or without cause.

12.      No Right of Association.

         Neither the action of IQ Biometrix in  establishing  this Plan, nor any
action taken by any IQ Biometrix  Board or any Subsidiary or the Committee,  nor
any  provision  of the Plan  itself,  shall be construed to limit in any way the
right  of IQ  Biometrix  to  terminate  a  Participant's  association  with  the
Corporation at any time.

13.      Withholding Taxes.

         IQ Biometrix or any Subsidiary, as applicable,  shall have the right to
deduct  withholding taxes from any payments made pursuant to the Plan or to make
such other  provisions  as it deems  necessary  or  appropriate  to satisfy  its
obligations to withhold  federal,  state or local income or other taxes incurred
by reason of payment or the  issuance of Common  Stock under the Plan.  Whenever
under the Plan,  Common  Stock is to be delivered  upon  vesting of  Conditional
Shares,  the  Committee  shall be entitled to require as a condition of delivery
that  the  Participant  remit  or  provide  for  the  withholding  of an  amount
sufficient to satisfy all federal,  state and other  government  withholding tax
requirements related thereto.



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14.      Plan not a Trust.

         Nothing  contained in the Plan and no action taken pursuant to the Plan
shall  create or be  construed  to create a trust of any  kind,  or a  fiduciary
relationship,  between  the  Corporation  and  any  Participant,  the  executor,
administrator  or other personal  representative,  or designated  beneficiary of
such  Participant,  or  any  other  persons.  If  and to  the  extent  that  any
Participant  or such  Participant's  executor,  administrator  or other personal
representative, as the case may be, acquires a right to receive any payment from
the  Corporation  pursuant to the Plan,  such right shall be no greater than the
right of an unsecured general creditor of the Corporation.

15.      Notices.

         Each Participant shall be responsible for furnishing the Committee with
the current and proper address for the mailing of notices and delivery of Common
Stock pursuant to the Plan. Any notices  required or permitted to be given shall
be deemed given if addressed to the person to be notified at such address  given
to the  Committee  by such  person  and mailed by regular  United  States  mail,
first-class  and  prepaid.  If any item  mailed to such  address is  returned as
undeliverable to the addressee,  mailing will be suspended until the Participant
furnishes the proper address. This provision shall not be construed as requiring
the mailing of any notice or  notification  if such notice is not required under
the terms of the Plan or any applicable law.

16.      Severability of Provisions.

         If any provisions of this Plan shall be held invalid or  unenforceable,
such  invalidity  or  unenforceability  shall not  affect  any other  provisions
hereof,  and this Plan shall be construed and enforced as if such provisions had
not been included.

17.      Payment to Minors, etc.

         Any benefit  payable to or for the benefit of a minor,  an  incompetent
person or other person  incapable of  receipting  therefor  shall be deemed paid
when  paid to such  person's  guardian  or the  party  providing  or  reasonably
appearing to provide for the care of such person,  and such payment  shall fully
discharge the  Committee,  the IQ Biometrix  Board,  the  Corporation  and other
parties with respect thereto.

18.      Headings and Captions.

         The  headings  and  captions  herein are  provided  for  reference  and
convenience  only,  shall not be considered  part of the Plan,  and shall not be
employed in the construction of the Plan.



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19.      Controlling Law.

         This Plan shall be construed and enforced  according to the laws of the
State of  California  to the extent not  preempted by federal  law,  which shall
otherwise control.

20.      Enforcement of Rights.

         In the event the  Corporation or a Participant is required to bring any
action  to  enforce  the  terms of this  Plan,  the  prevailing  party  shall be
reimbursed by the non-prevailing  party for all costs and fees, including actual
attorney fees, for bringing and pursuing such action.