THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE
         NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
         THE SECURITIES LAWS OF ANY STATE. THEY MAY NOT BE SOLD, OFFERED FOR
         SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT (i) AN
         EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF
         COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT
         REGISTRATION IS NOT REQUIRED, (iii) RECEIPT OF A NO-ACTION LETTER FROM
         THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING
         WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.

                               IQ BIOMETRIX, INC.

                        WARRANT TO PURCHASE COMMON STOCK

         THIS CERTIFIES THAT, for value received pursuant to that certain
Purchase and Sale Agreement of even date herewith (the "Purchase Agreement"),
Special Equity IV, L.P. and its assigns (collectively, the "Holder") are
entitled to subscribe for and purchase up to 1,000,000 shares (as adjusted
pursuant to Section 3 hereof, the "Shares") of the fully paid and nonassessable
Common Stock of IQ Biometrix, Inc. (the "Company"), at the price of $1.00 per
share (such price and such other price as shall result, from time to time, from
the adjustments specified in Section 3 hereof is herein referred to as the
"Warrant Price"), subject to the provisions and upon the terms and conditions
hereinafter set forth. The term "Warrant" as used herein, shall include this
Warrant and any warrants issued upon transfer or partial exercise of this
Warrant unless the context clearly requires otherwise.
1. Term. The purchase right represented by this Warrant is exercisable, in whole
or in part, for the number of Shares and at any time and from time to time
during the exercise period set forth below (each, an "Exercise Period") with
respect to such number of Shares (subject to adjustment pursuant to Section 3
hereof):

                          Number of Shares                 Exercise Period

                              100,000                      April 2003

                              150,000                      May 2003

                              150,000                      June 2003

                              150,000                      July 2003

                              150,000                      August 2003

                              150,000                      September 2003

                              150,000                      October 2003

2. Method of Exercise; Payment; Issuance of New Warrant. Subject to Section 1
hereof, the purchase right represented by this Warrant may be exercised by the
Holder by the surrender of this Warrant (with the notice of exercise
substantially in the form attached hereto as Exhibit A duly completed and
executed) at the principal office of the Company and by the payment to the
Company, by certified or bank check, or by wire transfer to an account
designated by the Company (a "Wire Transfer") of an amount equal to the then
applicable Warrant Price multiplied by the number of Shares then being
purchased, or by the delivery of that number of shares of Common Stock having a
current fair market value equal to the Warrant Price, which shares may be the
shares underlying the Warrant. The person or persons in whose name(s) any
certificate(s) representing the Shares shall be issuable upon exercise of this
Warrant shall be deemed to have become the holder(s) of record of, and shall be
treated for all purposes as the record holder(s) of the Shares represented
thereby (and such Shares shall be deemed to have been issued) immediately prior
to the close of business on the date or dates upon which this Warrant is
exercised. In the event of any exercise of the rights represented by this
Warrant, certificates for the shares of stock so purchased shall be delivered to
the holder hereof as soon as practicable and, if requested by the Holder, the
Company shall cause its transfer agent to deliver the certificate representing
Shares issued upon exercise of this Warrant to a broker or other person (as
directed by the holder exercising this Warrant) within the time period required
to settle any trade made by the Holder after exercise of this Warrant. 3.
Adjustment of Warrant Price and Number of Shares. The number and kind of
securities purchasable upon the exercise of this Warrant and the Warrant Price
shall be subject to adjustment from time to time upon the occurrence of certain
events, as follows:
(a) Reclassification or Merger. In case of any reclassification or change of
securities of the class issuable upon exercise of this Warrant (other than a
change in par value, or from par value to no par value, or from no par value to
par value, or as a result of a subdivision or combination), or in case of any
merger of the Company with or into another corporation (other than a merger with
another corporation in which the Company is the acquiring and the surviving
corporation and which does not result in any reclassification or change of
outstanding securities issuable upon exercise of this Warrant), or in case of
any sale of all or substantially all of the assets of the Company, the Company,
or such successor or purchasing corporation, as the case may be, shall duly
execute and deliver to the Holder a new Warrant (in form and substance
satisfactory to the Holder), or the Company shall make appropriate provision
without the issuance of a new Warrant, so that the Holder shall have the right
to receive upon exercise of this Warrant, at a total purchase price not to
exceed that payable upon the exercise of the unexercised portion of this
Warrant, and in lieu of the shares of Common Stock theretofore issuable upon
exercise of this Warrant, the kind and amount of shares of stock, other
securities, money and property receivable upon such reclassification, change or
merger by a holder of the number of shares of Common Stock then purchasable
under this Warrant. Such new Warrant shall provide for adjustments that shall be
as nearly equivalent as may be practicable to the adjustments provided for in
this Section 3. The provisions of this subparagraph (a) shall similarly apply to
successive reclassifications, changes, mergers and transfers. (b) Subdivisions,
Combinations and Stock Dividends. If the Company shall at any time prior to the
expiration of this Warrant subdivide its outstanding shares of Common Stock, by
split-up or otherwise, or combine its outstanding shares of Common Stock, or
issue additional shares of its Common Stock as a dividend on its Common Stock,
the number of Shares issuable on the exercise of this Warrant shall forthwith be
proportionately increased in the case of a subdivision or stock dividend, or
proportionately decreased in the case of a combination. Appropriate adjustments
shall also be made to the purchase price payable per share, but the aggregate
purchase price payable for the total number of Shares purchasable under this
Warrant (as adjusted) shall remain the same.
(c) Average Closing Price Adjustment. Whenever the Average Closing Price (as
defined below) of the Common Stock of the Company during the month preceding any
Exercise Period is less than $1.00 per share, (a) the applicable Warrant Price
for such Exercise Period shall be adjusted downward to equal the greater of (i)
25% less than the applicable Average Closing Price, or (ii) $0.50 (the "Adjusted
Warrant Price"), and (b) the number of Shares exercisable during such Exercise
Period shall be adjusted upward to equal the quotient obtained by dividing (i)
the original number of shares exercisable during such Exercise Period by (ii)
the Adjusted Warrant Price. In such a case, the Warrant Price shall be adjusted
to the Adjusted Warrant Price, but the aggregate purchase price payable for the
total number of Shares purchasable under this Warrant (as adjusted) shall remain
the same. The "Average Closing Price" shall mean, with respect to any particular
Exercise Period, the average of the closing prices of the Common Stock of the
Company for each trading day in the calendar month preceding such Exercise
Period, as quoted on the applicable securities exchange or market.
4. Notice of Adjustments. Whenever the Warrant Price or the number of Shares
purchasable hereunder shall be adjusted pursuant to Section 3 hereof, the
Company shall make a certificate setting forth, in reasonable detail, the event
requiring the adjustment, the amount of the adjustment, the method by which such
adjustment was calculated, and the Adjusted Warrant Price and the number of
Shares purchasable hereunder after giving effect to such adjustment, and shall
cause copies of such certificate to be mailed (without regard to Section 10
hereof, by first class mail, postage prepaid) to the Holder at such Holder's
last known address. 5. Fractional Shares. No fractional shares of Common Stock
will be issued in connection with any exercise hereunder, but in lieu of such
fractional shares the Company shall make a cash payment therefor based on the
fair market value of the Common Stock on the date of exercise.
6. Compliance with Securities Act; Disposition of Warrant or Shares of Common
Stock.
(a) Investment Only. The Holder understands that the Company is issuing this
Warrant to Holder in reliance upon Holder's representation to the Company, which
by Holder's acceptance of this Warrant Holder hereby confirms, that the Warrant
and the Common Stock issuable upon conversion thereof (collectively, the
"Securities") are being acquired for investment for Holder's own account, not as
a nominee or agent, and not with a view to the resale or distribution of any
part thereof, and that Holder has no present intention of selling, granting any
participation in, or otherwise distributing the same. By accepting this Warrant,
Holder further represents that Holder does not have any contract, undertaking,
agreement or arrangement with any person to sell, transfer or grant
participations to such person or to any third person, with respect to any of the
Securities. (b) Disclosure of Information. Holder has received and reviewed
information about the Company and has had an opportunity to discuss the Company'
business, management and financial affairs with its management. Holder
understands and acknowledges that such discussions, as well as any written
information issued by the Company, (i) were intended to describe the aspects of
the Company's business and prospects which the Company believes to be material,
but were not necessarily an exhaustive description, and (ii) may have contained
forward-looking statements involving known and unknown risks and uncertainties
which may cause the Company's actual results in future periods or plans for
future periods to differ materially from what was anticipated and that no
representations or warranties were or are being made with respect to any such
forward-looking statements or the probability of achieving any of the results
projected in any of such forward-looking statements. (c) Investment Experience.
Holder acknowledges that it is able to fend for itself, can bear the economic
risk of its investment and has such knowledge and experience in financial or
business matters that it is capable of evaluating the merits and risks of the
investment in the Securities.
(d) Accredited Investor. Holder is an "accredited investor" within the meaning
of SEC Rule 501 of Regulation D, as now in effect and shall submit to the
Company such further assurances of such status as may be reasonably requested by
the Company.
(e) Restricted Securities. Holder understands that the Securities it is
receiving are characterized as "restricted securities" under the federal
securities laws inasmuch as they are being acquired from the Company in a
transaction not involving a public offering and that under such laws and
applicable regulations such Securities may be resold without registration under
the Securities Act of 1933 only in certain limited circumstances. In this
connection, the Holder represents that it is familiar with SEC Rule 144, as now
in effect, and understands the resale limitations imposed thereby and by the
Act.
(f) Legends. This Warrant and all Shares issued upon exercise of this Warrant
(unless registered under the Act and any applicable state securities laws) shall
be stamped or imprinted with a legend in substantially the form appearing at the
top of this Warrant. Said legend(s) shall be removed by the Company, upon the
written request of a holder, at such time as the restrictions on the transfer of
the applicable security shall have terminated.
(g) Disposition of Warrant or Shares. With respect to any offer, sale or other
disposition of this Warrant or any Shares acquired pursuant to the exercise of
this Warrant prior to registration of such Warrant or Shares, the Holder agrees
to give written notice to the Company prior thereto, describing briefly the
manner thereof, together with a written opinion of such Holder's counsel, or
other evidence satisfactory to the Company, to the effect that such offer, sale
or other disposition may be effected without registration or qualification
(under the Act as then in effect or any federal or state securities law then in
effect) of this Warrant or the Shares and indicating whether or not under the
Act certificates for this Warrant or the Shares to be sold or otherwise disposed
of require any restrictive legend as to applicable restrictions on
transferability in order to ensure compliance with such law. Upon receiving such
written notice and reasonably satisfactory opinion or other evidence, the
Company, as promptly as practicable but no later than fifteen (15) days after
receipt of the written notice, shall notify such Holder that such Holder may
sell or otherwise dispose of this Warrant or such Shares, all in accordance with
the terms of the notice delivered to the Company. If a determination has been
made pursuant to this Section 6(g) that the opinion of counsel for the Holder or
other evidence is not reasonably satisfactory to the Company, the Company shall
so notify the Holder promptly with details thereof after such determination has
been made. Notwithstanding the foregoing, this Warrant or such Shares may, as to
such federal laws, be offered, sold or otherwise disposed of in accordance with
Rule 144 or 144A under the Act, provided that the Company shall have been
furnished with such information as the Company may reasonably request to provide
a reasonable assurance that the provisions of Rule 144 or 144A have been
satisfied. Each certificate representing this Warrant or the Shares thus
transferred (except a transfer pursuant to Rule 144 or 144A) shall bear a legend
as to the applicable restrictions on transferability in order to ensure
compliance with such laws, unless in the aforesaid opinion of counsel for the
Holder, such legend is not required in order to ensure compliance with such
laws. The Company may issue stop transfer instructions to its transfer agent in
connection with such restrictions.
(h) Applicability of Restrictions. Neither any restrictions of any legend
described in this Warrant nor the requirements of Section 6(g) above shall apply
to any transfer or grant of a security interest in this Warrant (or the Common
Stock obtainable upon exercise thereof) or any part hereof (i) to a partner of
the Holder if the Holder is a partnership or to a member of the Holder if the
Holder is a limited liability company, (ii) to a partnership of which the Holder
is a partner or a limited liability company of which the Holder is a member, or
(iii) to any affiliate of the Holder if the Holder is a corporation; provided,
however, in any such transfer, if applicable, the transferee shall on the
Company's request agree in writing to be bound by the terms of this Warrant as
if an original Holder hereof.

                  (i) Post Closing Registration. IQB is currently preparing form
SB-2 for filling with the Securities and Exchange Commission. The Common Stock
issuable pursuant to the Warrant shall be included for registration in such
filing. While acting in a commercially reasonable fashion, IQB shall promptly
after the Closing, file such form for registration and use its commercially
reasonable efforts to effect such registration (including, without limitation,
filing post-effective amendments, appropriate qualifications under applicable
blue sky or other state securities laws, and appropriate compliance with the
Securities Act), of the Shares. The term "registration" shall refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act and applicable rules and regulations
thereunder with the Securities and Exchange Commission, and the declaration or
ordering of the effectiveness of such registration statement.


7. Rights as Shareholders; Information. No Holder of this Warrant, as such,
shall be entitled to vote or receive dividends or be deemed the Holder of Common
Stock or any other securities which may at any time be issuable on the exercise
hereof for any purpose, nor shall anything contained herein be construed to
confer upon the Holder of this Warrant, as such, any of the rights of a
shareholder of the Company or any right to vote for the election of directors or
upon any matter submitted to shareholders at any meeting thereof, or to receive
notice of meetings, or to receive dividends or subscription rights or otherwise
until this Warrant shall have been exercised and the Shares purchasable upon the
exercise hereof shall have become deliverable, as provided herein.
Notwithstanding the foregoing, the Company will transmit to the Holder of this
Warrant such information, documents and reports as are generally distributed to
the holders of any class or series of the securities of the Company concurrently
with the distribution thereof to the shareholders.
8. Notification of Merger. The Company shall provide the Holder with at least
twenty (20) days' written notice prior to the closing thereof of the terms and
conditions of any of the following transactions: (i) the sale, lease, exchange,
conveyance or other disposition of all or substantially all of the Company's
property or business, or (ii) its merger into or consolidation with any other
corporation (other than a wholly-owned subsidiary of the Company), or (iii) any
transaction (including a merger or other reorganization) or series of related
transactions, in which more than 50% of the voting power of the Company is
disposed of. 9. Modification and Waiver. This Warrant and any provision hereof
may be changed, waived, discharged or terminated only by an instrument in
writing signed by the party against which enforcement of the same is sought. 10.
Notices. Any notice, request, communication or other document required or
permitted to be given or delivered to the Holder or the Company shall be
delivered, or shall be sent by certified or registered mail, postage prepaid, to
each such Holder at its address as shown on the books of the Company or to the
Company at the address indicated therefor on the signature page of this Warrant.
11. Binding Effect on Successors. This Warrant shall be binding upon any
corporation succeeding the Company by merger, consolidation or acquisition of
all or substantially all of the Company's assets, and all of the obligations of
the Company relating to the Shares issuable upon the exercise or conversion of
this Warrant shall survive the exercise, conversion and termination of this
Warrant and all of the covenants and agreements of the Company shall inure to
the benefit of the successors and assigns of the holder hereof. 12. Lost
Warrants or Stock Certificates. The Company covenants to the Holder that, upon
receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant or any stock certificate and, in the
case of any such loss, theft or destruction, upon receipt of an indemnity
reasonably satisfactory to the Company, or in the case of any such mutilation
upon surrender and cancellation of such Warrant or stock certificate, the
Company will make and deliver a new Warrant or stock certificate, of like tenor,
in lieu of the lost, stolen, destroyed or mutilated Warrant or stock
certificate. 13. Descriptive Headings. The descriptive headings of the several
paragraphs of this Warrant are inserted for convenience only and do not
constitute a part of this Warrant. The language in this Warrant shall be
construed as to its fair meaning without regard to which party drafted this
Warrant. 14. Governing Law. This Warrant shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of California.
15. Survival of Representations, Warranties and Agreements. All representations
and warranties of the Holder contained herein shall survive the date of issuance
of this Warrant, the exercise or conversion of this Warrant (or any part hereof)
or the termination or expiration of rights hereunder. All agreements of the
Company and the holder hereof contained herein shall survive indefinitely until,
by their respective terms, they are no longer operative.
16. Remedies. In case any one or more of the covenants and agreements contained
in this Warrant shall have been breached, the holders hereof (in the case of a
breach by the Company), or the Company (in the case of a breach by a holder),
may proceed to protect and enforce their or its rights either by suit in equity
and/or by action at law, including, but not limited to, an action for damages as
a result of any such breach and/or an action for specific performance of any
such covenant or agreement contained in this Warrant. 17. No Impairment of
Rights. The Company will not, by amendment of its certificate of incorporation
or through any other means, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant, but will at all times in good faith assist
in the carrying out of all such terms and in the taking of all such action as
may be necessary or appropriate in order to protect the rights of the holder of
this Warrant against impairment.
18. Severability. Whenever possible, each provision of this Warrant shall be
interpreted in such a manner as to be valid, legal and enforceable under all
applicable laws and regulations. If, however, any provision of this Warrant
shall be invalid, illegal or unenforceable under any such law or regulation in
any jurisdiction, it shall, as to such jurisdiction, be deemed modified to
conform to the minimum requirements of such law or regulation, or, if for any
reason it is not deemed to be so modified, it shall be invalid, illegal or
unenforceable only to the extent of such invalidity, illegality or limitation on
enforceability without affecting the remaining provisions of this Warrant or the
validity, legality or enforceability of such provision in any other
jurisdiction.
19. Entire Agreement. This Warrant and the Purchase Agreement constitute the
entire agreement between the parties pertaining to the subject matter contained
in it and supersedes all prior and contemporaneous agreements, representations,
and undertakings of the parties, whether oral or written, with respect to such
subject matter.





                  [Remainder of page intentionally left blank]
1.

<PAGE>






Date of issuance: February 11, 2003



                                                    IQ Biometrix, Inc.



                                                    By:
                                                       -------------------------

                                                    Title:
                                                          ----------------------

                                    Address:




























              [Signature Page to Warrant to Purchase Common Stock]





<PAGE>




                                    EXHIBIT A

                               NOTICE OF EXERCISE

To:  IQ Biometrix, Inc. (the "Company")

         1. The undersigned hereby elects to purchase ___________ shares of
Common Stock of the Company pursuant to the terms of the attached Warrant, and
tenders herewith payment of the purchase price of such shares in full.

         2. Please issue a certificate or certificates representing said shares
in the name of the undersigned or in such other name or names as are specified
below:




                                     (Name)






                                    (Address)

         3. The undersigned represents that the aforesaid shares are being
acquired for the account of the undersigned for investment and not with a view
to, or for resale in connection with, the distribution thereof and that the
undersigned has no present intention of distributing or reselling such shares,
all except as in compliance with applicable securities laws.




                                   (Signature)


(Date)