Faces 4.0 Production agreement between CogniScience and IQ Biometrix
                                - 1 -
THIS AGREEMENT made the ______ day of _________________, 2002.


BETWEEN:
                                  IQ BIOMETRIX
     a corporation incorporated under and pursuant to the laws of California
                       (hereinafter called "IQ Biometrix")

                                       AND

                          ENTREPRISES COGNISCIENCE INC.
       a corporation incorporated under and pursuant to the laws of Quebec
                      (hereinafter called the "Contractor")


WHEREAS IQ Biometrix desires the Contractor to provide and the Contractor has
agreed to provide, in English, on the terms and conditions set out below, the
version 4.0 of Faces, (hereinafter called the "Production");

AND WHEREAS the Contractor has submitted a proposal for the Production, which is
attached to this Agreement as Schedule "A";

THE PARTIES THEREFORE AGREE AS FOLLOWS::

1.       DEFINITIONS

(1)      In this Agreement,
(a)                      "Content" means all literary, artistic and/or other
                         material defined as and including: intellectual
                         property developed or to be developed or licensed by
                         the Contractor or IQ Biometrics and other parties,
                         through sub-contracts, pursuant to the Agreement. This
                         may include, but is not limited to, product design and
                         user interfaces, program/software source code,
                         proprietary content, quality assurance, and program
                         code as specifically described in Schedule "A" attached
                         hereto and forming part of this Agreement;
(b)      "Information"  means Personal  Information and any  information related
                         to IQ Biometrix which is received or obtained in the
                         course of carrying out this Agreement;
(c)      "Production"  means the services performed and processes  undertaken by
                         each party toward the  management and  development  of
                         the Product,  including  but not limited to technical
                         knowledge  and expertise  for  carrying  out  the
                         following   related  services:   editorial,   computer
                         programming,  technical use of proprietary authoring
                         applications,  artistic rendering and graphics,
                         multimedia  production,   copyright  clearances,
                         authoring,  content  rights management,  licensing,
                         validation, review, quality assurance, and other
                         related services as  specifically  described  in
                         Schedule  "A"  attached  hereto and  forming  part of
                         this Agreement.


2.       CONTRACTOR'S WORK

(1)               The  Contractor  shall  commence  work on  this  Production
                  immediately  upon  execution of the Agreement and reception of
                  first payment.

(2)               The Contractor agrees to research, develop and produce the
                  Production to the best of the Contractor's skill, judgement,
                  ability and to industry standards in accordance with the
                  conditions set out in Schedules "A" attached hereto and
                  forming a part of this Agreement.

(3)               The Contractor shall work collaboratively with IQ Biometrix to
                  ensure that the Production meets or exceeds IQ Biometrix
                  minimum standards of quality.

(4)               The Contractor agrees that IQ Biometrix shall have, at all
                  reasonable times, access to the work, or any component part
                  hereof, that the Contractor is performing as a result of this
                  Agreement.


3.       CONFIDENTIALITY

(1)               The Contractor agrees and expressly undertakes to protect and
                  hold in confidence all Information furnished to the Contractor
                  by IQ Biometrix or by any individual in the course of carrying
                  out this Agreement or which becomes accessible to the
                  Contractor as a result of carrying out this Agreement.

(2)               The Contractor acknowledges and undertakes that during the
                  currency of this Agreement and after the Agreement has
                  terminated or expired, the Contractor shall, for all third
                  party Personal Information collected or used by, or accessible
                  to, the Contractor, protect that Personal Information against
                  such risks as unauthorized access, collection, use, disclosure
                  and destruction of the Personal Information.

(3)               The Contractor shall not disclose or use any Information
                  without the prior approval of IQ Biometrix.


4.       SCHEDULE AND PAYMENT OF FEES

(1)               The  Contractor agrees to comply with the time lines contained
                  in Schedule  "B", and agrees to deliver  the  completed
                  Production  on  or  before  August  30,  2002  (hereinafter
                  called  the "Completion Date").

(2)               IQ  Biometrix  agrees to pay the  Contractor  two  hundred and
                  seventy-five  thousand  Canadian dollars  (275  000  CDN $) to
                  the  Production.  The  payment  schedule  is  ninety-two
                  thousand Canadian  dollars (92 000 CDN $) upon  signature of
                  the contract,  ninety-two  thousand  Canadian dollars
                  (92 000 CDN $) upon  delivery  of the alpha  version and
                  ninety-one  thousand  Canadian dollars (91 000 CDN $) upon
                  delivery of the Gold CD and all related source codes.

(3)      Authorization  for the  payments,  as further  described in Schedule
                  "B", are  contingent  upon and become payable upon:
(a)               the submission of the completed work to IQ Biometrix,
(b)               submission to and the approval of an invoice by IQ Biometrix.

(4)               Except for the initial payment, the Contractor shall be paid
                  within thirty (30) days of the date that amounts referred to
                  in Schedule "B" become payable by IQ Biometrix, in accordance
                  with subsection (3).

(5)      IQ Biometrix shall own the Production when it is fully paid for.

(6)               The Contractor has the option to convert the last two
                  payments, or a portion of, into royalty based revenue. This
                  option is valid for the duration of the agreement. The royalty
                  agreement shall be negotiated in good faith between both
                  parties.


5.       CONTRACTUAL WARRANTIES

(1)               The Contractor agrees that the terms and provisions of
                  Schedule "A", the Contractor's proposal, constitute warranties
                  by the Contractor to IQ Biometrix.


6.       COPYRIGHT

(1)               All rights, including copyright, in any materials produced as
                  a result of this Agreement, including all master copies, all
                  electronic files and source code, shall remain the sole
                  property of IQ Biometrix. The Contractor further covenants and
                  agrees that it shall retain no rights, title or interest
                  whatsoever in the Production.

(2)               IQ Biometrix reserves the right to bundle, market, and
                  distribute the Production, in any format and any media,
                  whether now known or subsequently invented, and for any mode
                  of delivery that currently exists or will exist in the future.

(3)               IQ  Biometrix  acknowledges  that the  Contractor  is the sole
                  owner of the  software  required to run the Product.

(4)               The  Contractor  hereby grants to IQ Biometrix a license in
                  perpetuity  to the run time of the  proprietary software
                  required to run the Product.

(5)               The  Contractor  warrants  that the  Production  will not
                  contain  any  defamatory  or  unlawful material and will not
                  infringe upon or otherwise  violate any copyright,  including
                  moral rights, or similar rights which are lawfully held by
                  another person, corporation or organization.

(6)               The Contractor  may enter the Product into media  festivals
                  with prior consent of IQ Biometrix or his designate.


7.       MARKETING AND DISTRIBUTION

(1)               IQ  Biometrix  owns the licence to market and  distribute  the
                  Product world-wide,  in all  formats,  all media, and all
                  languages.

(2)               IQ Biometrix may sub-license its distribution rights in
                  subsection (1) on any non-exclusive basis IQ Biometrix wishes,
                  to any person, corporation or other entity for the purpose of
                  commercial exploitation.





8.       BANKRUPTCY AND LIQUIDATION

(1)               In the event of bankruptcy or  liquidation  of the  Contractor
                  for any cause anytime prior to the delivery of the  Production
                  to IQ Biometrix,  IQ Biometrix may exercise  either of the
                  following options:
(a)                        IQ Biometrix may terminate this Agreement and recover
                           from the Contractor any amounts advanced to the
                           Contractor prior to the date of bankruptcy or
                           liquidation as the case may be. In such case,
                           ownership of the Production or any portion thereof
                           shall remain with the Contractor; or

(b)                        IQ Biometrix  may terminate  this  Agreement  and the
                           Contractor  shall be deemed to be fully  compensated
                           by the amounts paid to the Contractor  under this
                           Agreement  prior to the date of such  bankruptcy or
                           liquidation.  The  Contractor  agrees that the sole
                           and exclusive  ownership of the  Production including
                           any and all copyright therein or any portion thereof,
                           shall  pass  to  IQ  Biometrix  as  of  the  date  of
                           bankruptcy  or liquidation  and the Contractor agrees
                           to deliver the production or any portion thereof to
                           IQ Biometrix upon demand.  Upon such an occurrence,
                           the Contractor further covenants and agrees that it
                           shall retain no right, title or interest whatsoever
                           therein.


9.       TERMINATION AND REDUCTION OF WORK

(1)      This Agreement may be terminated without cause by IQ Biometrix or the
                  Contractor at any time upon providing the other party with
                  fourteen (14) days notice in writing. Upon the termination of
                  the Agreement, the Contractor shall immediately cease all work
                  and prepare a report of all work completed to date together
                  with an invoice for any services that may have been rendered
                  to the date of termination but for which no invoice has yet
                  been tendered.  Any payment pursuant to this provision shall
                  constitute the final settlement for any claim, costs, or
                  damages that the Contractor may have as a result of receipt of
                  the notice of termination of the Production.

(2)      IQ Biometrix may, at his discretion, notify the Contractor that the
                  work to be performed by the Contractor in the Production will
                  be reduced. IQ Biometrix and the Contractor shall meet to
                  determine the sums that shall be paid for the reduced
                  Production.  In the event that a mutually agreed upon schedule
                  of fees for the reduced Production cannot be agreed upon, then
                  IQ Biometrix reserves the right to either reinstate the
                  original Production, or to terminate this Agreement pursuant
                  to subsection (1), as of the date that the notice to reduce
                  the Production was given.


10.      AUTHORIZED REPRESENTATIVES AND ADDRESS FOR SERVICE

(1)               IQ Biometrix designates Greg J. Micek, Chief Financial
                  Officer, as IQ Biometrix representative in respect of this
                  Agreement. IQ Biometrix may appoint a new representative upon
                  giving written notice to the Contractor.

(2)               The Contractor designates Serge Carrier, Vice-President
                  Business Development, as the Contractor's representative in
                  respect of any and all approvals required to be given under
                  this Agreement. The Contractor may appoint a new
                  representative upon giving written notice to IQ Biometrix.

(3)               Notices, reports and any other communications required or
                  permitted by this Agreement to be given and sent by one party
                  to another shall be in writing and shall be delivered by hand,
                  mailed by registered post, or by facsimile device as follows:

                  To IQ Biometrix at:         2555 Clovis Avenue Suite E
                                                       Clovis California 93612
                                                       Fax:  559-347-6689



                  To the Contractor at:                1200 Papineau Avenue
                                                       Suite 301
                                                       Montreal QC  H2K 4R5
                                                       Fax:  (514) 528-1770

(4)               A notice sent by registered post in United States shall be
                  deemed to have been received by the Addressee by 4:30 p.m. on
                  the fourth business day following the mailing thereof. If a
                  notice is delivered or sent by facsimile, it shall, if
                  delivered after 4:30 p.m., be deemed received on the next
                  business day. In this paragraph, "business day" means any day
                  except Saturday, Sunday or Statutory Holiday.


11.      MISCELLANEOUS

(1)               The Contractor acknowledges that the Contractor is an
                  independent contractor and that nothing in this Agreementshall
                  be construed so as to create a master and servant relationship
                  between IQ Biometrix and the Contractor, the Contractor's
                  agents, servants or employees.

(2)               All information concerning either party to this Agreement
                  which is obtained by one of the parties in the performance of
                  this Agreement shall be treated as confidential and shall not
                  be disclosed by either party without the prior written consent
                  first obtained from the other party, which consent may be
                  arbitrarily withheld.

(3)               This Agreement may not be subcontracted or assigned by the
                  Contractor, without the express written consent of IQ
                  Biometrix, which consent shall not be unreasonably withheld.

(4)               A waiver of any breach of a provision hereof shall not be
                  binding upon a party unless the waiver is in writing and such
                  waiver shall not constitute a waiver of any future breach of
                  that provision or of this Agreement.

(5)               All representations, warranties, and indemnifications, shall
                  survive  the termination of this Agreement.

(6)               Schedules "A" and "B" attached to this Agreement are deemed to
                  form part of this Agreement.

(7)               The Contractor shall not be deemed to be in breach of this
                  Agreement solely by reason of any event of "force majeure" and
                  any date so affected shall be extended by IQ Biometrix for a
                  reasonable period of time. Such events of force majeure shall
                  include, but not be limited to, floods, earthquakes, civil
                  disturbance, war, embargoes, acts of God, or any other cause
                  wholly beyond the control of the Contractor.

(8)               The Agreement constitutes the entire Agreement between IQ
                  Biometrix and the Contractor with respect to the Production,
                  and any changes and amendments or collateral agreements shall
                  have legal effect only if made in writing and signed by all
                  parties.

(9)               This Agreement shall be binding upon and enure to the benefit
                  of IQ Biometrix and the Contractor, and to their respective
                  successors and permitted assigns.

(10)              This Agreement shall be construed according to the laws of th
                  e State of California.

(11)              Each party warrants that it has the authority to enter into
                  this agreement and that this agreement does not contravene any
                  law or regulation or agreement binding or affecting either
                  party.

(12)              Time is of the essence of this agreement.



  IN WITNESS WHEREOF the parties have executed this Agreement the day and year
first written above.


                                            IQ BIOMETRIX



  ___________________________               ____________________________

  WITNESS                                  GREG J. MICEK
                                           CHIEF FINANCIAL OFFICER



                                           ENTERPRISES COGNISCIENCE INC.



  ___________________________              __________________________
  WITNESS                                  SERGE CARRIER
                                           VICE-PRESIDENT BUSINESS DEVELOPMENT



<PAGE>


                                    FACES 4.0
                                DEVELOPMENT PLAN
                                  SCHEDULE "A"




<PAGE>


                                    FACES 4.0
                                  SCHEDULE "B"
                         PRODUCTION AND PAYMENT SCHEDULE


Total fee payable to the Contractor for the completion of the Production is TWO
HUNDRED AND SEVENTY-FIVE THOUSAND dollars ($275,000.00) as follows:

------------ ------------ ---------------------------------- -------------------
              Deliverables           Delivered on or before             Payment
------------------------ ---------------------------------- -------------------
------------ ----------------------------------------------- -------------------
(1)          Executed contract      June 1, 2002                    92 000 $ CDN
------------ ----------------------------------------------- -------------------
------------ ----------------------------------------------- -------------------
(2)          Prototype              July 15, 2002
------------ -------------------------------------------------- ----------------
------------ -------------------------------------------------- ----------------
(3)          Alpha version          July 30, 2002                   92 000 $ CDN
------------ ----------------------------------------------- -------------------
------------ ----------------------------------------------- -------------------
(4)          Beta version           August 15, 2002
------------ ----------------------------------------------- -------------------
------------ ----------------------------------------------- -------------------
(5)          Gold CD and all
             related source codes   August 30, 2002                 91 000 $ CDN
------------ ----------------------------------------------- -------------------

The schedule is contingent on the contract being executed on the first of June
2002 and the first payment being received on the first of June 2002. Any delay
would postpone each of the deliverables for the same duration.

The schedule is also contingent on the work being done by IQ Biometrix team on
the facial element images construction or processing. Any delay in supplying all
the required facial element image files in the specified format would postpone
deliverables (3), (4) and (5) for the same duration.

All payments are contingent upon:
         (1)      the submission to and approval of the deliverables by IQ
                  Biometrix, and
         (2)      the submission to and the approval of the invoice by IQ
                  Biometrix.





                                                            ---------------
                                                      IQ Biometrix's Initials

                                                            ---------------
                                                       Contractor's Initials