I.Q. BIOMETRIX CALIFORNIA, INC.

                                 2001 STOCK PLAN

                          NOTICE OF STOCK OPTION GRANT




         You have been granted an option to purchase Common Stock of IQ
         Biometrix (the "Company") as follows:

         Board Approval Date:                      December 1, 2001

         Date of Grant (Later of Board
         Approval Date or Commencement
         of Employment/Consulting):                December 1, 2001

         Exercise Price per Share:                 $0.10

         Total Number of Shares Granted:           180,000

         Total Exercise Price:                     $18,000

         Type of Option:            Shares Incentive Stock Option

                                    180,000    Shares Nonstatutory Stock Option

         Expiration Date:           November 30, 2006

         Vesting Commencement Date: December 1, 2001

         Vesting/Exercise Schedule: So long as your employment or consulting
                                    relationship with the Company continues, the
                                    Shares underlying this Option shall vest and
                                    become exercisable in accordance with the
                                    following schedule: 15,000 of the Shares
                                    subject to the Option shall vest and become
                                    exercisable on the one month anniversary of
                                    the Vesting Commencement Date and 15,000 of
                                    the total number of Shares subject to the
                                    Option shall vest and become exercisable
                                    each month thereafter.

         Termination Period:        This Option may be exercised for 45 days
                                    after termination of employment or
                                    consulting relationship except as set out in
                                    Section 5 of the Stock Option Agreement (but
                                    in no event later than the Expiration Date).
                                    Optionee is responsible for keeping track of
                                    these exercise periods following termination
                                    for any reason of his or her service
                                    relationship with the Company.  The Company
                                    will not provide further notice of such
                                    periods.

         Transferability:           This Option may not be transferred.


     By your signature and the signature of the Company's  representative below,
you and the Company  agree that this option is granted under and governed by the
terms and conditions of the I.Q. Biometrix California,  Inc. 2001 Stock Plan and
the Stock Option  Agreement,  both of which are attached and made a part of this
document.

In addition,  you agree and acknowledge that your rights to any Shares
underlying the Option will be earned only as you provide services to the Company
over time, that the grant of the Option is not as consideration for services you
rendered  to the  Company  prior to your  Vesting  Commencement  Date,  and that
nothing in this Notice or the attached  documents  confers upon you any right to
continue your  employment or  consulting  relationship  with the Company for any
period  of  time,  nor  does it  interfere  in any way  with  your  right or the
Company's right to terminate that relationship at any time, for any reason, with
or without cause.


                                                I.Q. Biometrix California, Inc.


Morden Lazarus                                         Eric A. McAfee
                                                       Executive Vice President



30417146.03                                             -6-
0417146.03

                                          I.Q. BIOMETRIX CALIFORNIA, INC.

                                                  2001 STOCK PLAN

                                              STOCK OPTION AGREEMENT


     1.  Grant  of  Option.  I.Q.  Biometrix  California,   Inc.,  a  California
corporation  (the  "Company"),  hereby grants to hereby grants to Morden Lazarus
("Optionee"), an option (the "Option") to purchase the total number of shares of
Common Stock (the  "Shares")  set forth in the Notice of Stock Option Grant (the
"Notice"),  at the  exercise  price  per  Share  set  forth in the  Notice  (the
"Exercise  Price") subject to the terms,  definitions and provisions of the I.Q.
Biometrix California,  Inc. 2001 Stock Plan (the "Plan") adopted by the Company,
which is incorporated in this Agreement by reference.  Unless otherwise  defined
in this  Agreement,  the terms used in this  Agreement  shall have the  meanings
defined in the Plan.

     2. Designation of Option.  This Option is intended to be an Incentive Stock
Option as defined in Section 422 of the Code only to the extent so designated in
the  Notice,  and to the  extent it is not so  designated  or to the  extent the
Option does not qualify as an  Incentive  Stock  Option,  it is intended to be a
Nonstatutory Stock Option.

     Notwithstanding  the above, if designated as an Incentive Stock Option,  in
the event that the Shares subject to this Option (and all other  Incentive Stock
Options  granted  to  Optionee  by the  Company  or any  Parent  or  Subsidiary,
including under other plans of the Company) that first become exercisable in any
calendar year have an aggregate fair market value  (determined for each Share as
of the date of grant of the option  covering  such Share) in excess of $100,000,
the Shares in excess of $100,000  shall be treated as subject to a  Nonstatutory
Stock Option, in accordance with Section 5(c) of the Plan.

     3. Exercise of Option.  This Option shall be exercisable during its term in
accordance with the Vesting/Exercise Schedule set out in the Notice and with the
provisions of Section 10 of the Plan as follows:

      (a)      Right to Exercise.

          (i)      This Option may not be exercised for a fraction of a share.

         (ii)      In the event of Optionee's death, disability or other
                   termination of employment, the exercisability of the Option
is governed by Section 5 below, subject to the limitations contained in this
Section 3.

        (iii)      In no event may this Option be exercised after the Expiration
 Date of the Option as set forth in the Notice.

       (b)      Method of Exercise.

          (i)      This Option shall be exercisable by execution and delivery of
the Exercise Notice and Restricted Stock Purchase Agreement attached hereto as
Exhibit A (the "Exercise Agreement" ) or of any other form of written notice
approved for such purpose by the Company which shall state Optionee's election
to exercise the Option, the number of Shares in respect of which the Option is
being exercised, and such other representations and agreements as to the
holder's investment intent with respect to such Shares as may be required by the
Company pursuant to the provisions of the Plan.  Such written notice shall be
signed by Optionee and shall be delivered to the Company by such means as are
determined by the Plan Administrator in its discretion to constitute adequate
delivery.  The written notice shall be accompanied by payment of the Exercise
Price.  This Option shall be deemed to be exercised upon receipt by the Company
of such written notice accompanied by the Exercise Price.

         (ii)     As a condition to the exercise of this Option and as further
set forth in Section 12 of the Plan, Optionee agrees to make adequate provision
for federal, state or other tax withholding obligations, if any, which arise
upon the vesting or exercise of the Option, or disposition of Shares, whether by
withholding, direct payment to the Company, or otherwise.

        (iii)    The Company is not obligated, and will have no liability for
failure, to issue or deliver any Shares upon exercise of the Option unless such
issuance or delivery would comply with the Applicable Laws, with such compliance
determined by the Company in consultation with its legal counsel.  This Option
may not be exercised until such time as the Plan has been approved by the
stockholders of the Company, or if the issuance of such Shares upon such
exercise or the method of payment of consideration for such shares would
constitute a violation of any applicable federal or state securities or other
law or regulation, including any rule under Part 221 of Title 12 of the Code of
Federal Regulations as promulgated by the Federal Reserve Board.
As a condition to the exercise of this Option, the Company may require Optionee
to make any representation and warranty to the Company as may be required by the
Applicable Laws.  Assuming such compliance, for income tax purposes the Shares
shall be considered transferred to Optionee on the date on which the Option is
exercised with respect to such Shares.

         4.       Method of Payment.  Payment of the Exercise Price shall be by
any of the following, or a combination of the following, at the election of
Optionee:

    (a)      cash or check;

    (b)      prior to the date, if any, upon which the Common Stock becomes a
Listed Security, by surrender of other shares of Common Stock of the Company
that have an aggregate Fair Market Value on the date of surrender equal to the
Exercise Price of the Shares as to which the Option is being exercised.  In the
case of shares acquired directly or indirectly from the Company, such shares
must have been owned by Optionee for more than six (6) months on the date of
surrender (or such other period of time as is necessary to avoid the Company's
incurring adverse accounting charges); or

    (c)      following the date, if any, upon which the Common Stock is a Listed
Security, delivery of a properly executed exercise notice together with
irrevocable instructions to a broker approved by the Company to deliver promptly
to the Company the amount of sale or loan proceeds required to pay the exercise
price.

         5.       Termination of Relationship. Following the date of termination
of Optionee's Continuous Service Status for any reason (the "Termination Date"),
Optionee may exercise the Option only as set forth in the Notice and this
Section 5.  To the extent that Optionee is not entitled to exercise this Option
as of the Termination Date, or if Optionee does not exercise this Option within
the Termination Period set forth in the Notice or the termination periods set
forth below, the Option shall terminate in its entirety.  In no event, may
any Option be exercised after the Expiration Date of the Option as set forth in
the Notice.

     (a)      Termination.  In the event of termination of Optionee's Continuous
Service Status other than as a result of Optionee's disability or death,
Optionee may, to the extent otherwise so entitled at the date of such
termination (the "Termination Date"), exercise this Option during the
Termination Period set forth in the Notice.

     (b)      Other Terminations.  In connection with any termination other than
a termination covered by Section 5(a), Optionee may exercise the Option only as
described below:

        (i)      Termination upon Disability of Optionee.  In the event of
termination of Optionee's Continuous Service Status as a result of Optionee's
disability, Optionee may, but only within six months from the Termination Date,
exercise this Option to the extent Optionee was entitled to exercise it as of
such Termination Date.

       (ii)     Death of Optionee.  In the event of the death of Optionee (a)
during the term of this Option and while an Employee or Consultant of the
Company and having been in Continuous Service Status since the date of grant of
the Option, or (b) within thirty (30) days after Optionee's Termination Date,
the Option may be exercised at any time within six months following the date of
death by Optionee's estate or by a person who acquired the right to exercise the
Option by bequest or inheritance, but only to the extent Optionee
was entitled to exercise the Option as of the Termination Date.

         6.       Non-Transferability of Option.  Except as otherwise set forth
in the Notice, this Option may not be transferred in any manner otherwise than
by will or by the laws of descent or distribution and may be exercised during
the lifetime of Optionee only by him or her.  The terms of this Option shall be
binding upon the executors, administrators, heirs, successors and assigns of
Optionee.

         7.       Tax Consequences.  Below is a brief summary as of the date of
this Option of certain of the federal tax consequences of exercise of this
Option and disposition of the Shares under the laws in effect as of the Date of
Grant.  THIS SUMMARY IS INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT
TO CHANGE.  OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION
OR DISPOSING OF THE SHARES.

                  (a)      Incentive Stock Option.

     (i) Tax  Treatment  upon  Exercise  and  Sale  of  Shares.  If this  Option
qualifies as an Incentive Stock Option,  there will be no regular federal income
tax liability upon the exercise of the Option,  although the excess,  if any, of
the fair market  value of the Shares on the date of exercise  over the  Exercise
Price  will be treated  as an  adjustment  to the  alternative  minimum  tax for
federal tax purposes and may subject Optionee to the alternative  minimum tax in
the year of  exercise.  If Shares  issued upon  exercise of an  Incentive  Stock
Option  are held for at least one year after  exercise  and are  disposed  of at
least two years after the Option grant date, any gain realized on disposition of
the Shares will also be treated as long-term capital gain for federal income tax
purposes.  If Shares  issued upon  exercise  of an  Incentive  Stock  Option are
disposed  of within  such  one-year  period or within two years after the Option
grant  date,  any  gain  realized  on  such   disposition  will  be  treated  as
compensation  income  (taxable  at ordinary  income  rates) to the extent of the
difference  between  the  Exercise  Price and the lesser of (i) the  fair market
value of the  Shares on the date of  exercise,  or  (ii) the  sale  price of the
Shares.

     (ii)  Notice of  Disqualifying  Dispositions.  With  respect  to any Shares
issued  upon  exercise  of an  Incentive  Stock  Option,  if  Optionee  sells or
otherwise  disposes  of such  Shares on or before the later of (i) the  date two
years after the Option grant date,  or (ii) the  date one year after the date of
exercise,  Optionee  shall  immediately  notify  the  Company in writing of such
disposition.  Optionee  acknowledges and agrees that he or she may be subject to
income tax withholding by the Company on the compensation  income  recognized by
Optionee  from the early  disposition  by payment in cash or out of the  current
earnings paid to Optionee.

     (b)  Nonstatutory  Stock  Option.  If this  Option  does not  qualify as an
Incentive  Stock Option,  there may be a regular  federal (and state) income tax
liability  upon the exercise of the Option.  Optionee  will be treated as having
received compensation income (taxable at ordinary income tax rates) equal to the
excess,  if any, of the fair market  value of the Shares on the date of exercise
over the  Exercise  Price.  If Optionee  is an  Employee,  the  Company  will be
required to withhold from  Optionee's  compensation or collect from Optionee and
pay to the applicable taxing authorities an amount equal to a percentage of this
compensation income at the time of exercise. If Shares issued upon exercise of a
Nonstatutory  Stock Option are held for at least one year,  any gain realized on
disposition of the Shares will be treated as long-term  capital gain for federal
income tax purposes.

     8. Lock-Up Agreement. In connection with the initial public offering of the
Company's  securities  and  upon  request  of the  Company  or the  underwriters
managing any underwritten offering of the Company's securities,  Optionee hereby
agrees  not to sell,  make any short  sale of,  loan,  grant any  option for the
purchase of, or otherwise  dispose of any securities of the Company  however and
whenever  acquired (other than those included in the  registration)  without the
prior written consent of the Company or such  underwriters,  as the case may be,
for such period of time (not to exceed 180 days) from the effective date of such
registration  as may be requested by the Company or such  managing  underwriters
and to execute an agreement  reflecting the foregoing as may be requested by the
underwriters at the time of the public offering.

     9. Effect of Agreement. Optionee acknowledges receipt of a copy of the Plan
and represents that he or she is familiar with the terms and provisions  thereof
(and has had an opportunity to consult counsel regarding the Option terms),  and
hereby  accepts this Option and agrees to be bound by its  contractual  terms as
set forth herein and in the Plan.  Optionee  hereby agrees to accept as binding,
conclusive and final all decisions and interpretations of the Plan Administrator
regarding  any  questions  relating  to the  Option.  In the event of a conflict
between the terms and provisions of the Plan and the terms and provisions of the
Notice and this  Agreement,  the Plan terms and provisions  shall  prevail.  The
Option,  including the Plan,  constitutes the entire agreement  between Optionee
and the Company on the  subject  matter  hereof and  supersedes  all  proposals,
written or oral, and all other  communications  between the parties  relating to
such subject matter.


                                             [Signature Page Follows]



         This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one
document.


Morden Lazarus



                                                     Eric A. McAfee
Dated:                                               Executive Vice President





0417146.03                                             -8-
0417146.03
                                    EXHIBIT A

                         I.Q. BIOMETRIX CALIFORNIA, INC.

                                 2001 STOCK PLAN

             EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT


     This Agreement ("Agreement") is made as of December 1, 2001, by and between
IQ  Biometrix,  a Delaware  corporation  (the  "Company"),  and  Morden  Lazarus
("Purchaser").  To the extent any  capitalized  terms used in this Agreement are
not defined, they shall have the meaning ascribed to them in the 2001 Stock Plan
Stock  Option  Agreement.

 1.  Exercise  of  Option.  Subject  to the  terms and
conditions  hereof,  Purchaser  hereby  elects to exercise  his or her option to
purchase  __________  shares of the Common  Stock (the  "Shares") of the Company
under and pursuant to the Company's  2001 Stock Option Plan (the "Plan') and the
Stock Option Agreement  granted December 1, 2001 (the "Option  Agreement").  The
purchase  price for the  Shares  shall be $0.10  per Share for a total  purchase
price of $_______.  The term  "Shares"  refers to the  purchased  Shares and all
securities  received  in  replacement  of the  Shares or as stock  dividends  or
splits,   all   securities   received  in   replacement   of  the  Shares  in  a
recapitalization,  merger,  reorganization,  exchange or the like,  and all new,
substituted or additional  securities or other  properties to which Purchaser is
entitled by reason of Purchaser's  ownership of the Shares.

2. Time and Place of
Exercise.  The purchase and sale of the Shares under this Agreement  shall occur
at the  principal  office of the Company  simultaneously  with the execution and
delivery of this Agreement in accordance  with the provisions of Section 3(b) of
the Option  Agreement.  On such date,  the Company  will  deliver to Purchaser a
certificate representing the Shares to be purchased by Purchaser (which shall be
issued in  Purchaser's  name) against  payment of the exercise price therefor by
Purchaser  by (a)  check  made  payable  to the  Company,  (b)  cancellation  of
indebtedness  of the Company to Purchaser,  (c) delivery of shares of the Common
Stock of the Company in accordance  with Section 4 of the Option  Agreement,  or
(d) by a combination of the foregoing.

3. Limitations on Transfer.  In addition
to any other  limitation  on transfer  created by  applicable  securities  laws,
Purchaser  shall not assign,  encumber or dispose of any  interest in the Shares
except in compliance with the provisions  below and applicable  securities laws.
(a)  Right  of  First  Refusal.  Before  any  Shares  held by  Purchaser  or any
transferee  of  Purchaser  (either  being  sometimes  referred  to herein as the
"Holder") may be sold or otherwise  transferred  (including  transfer by gift or
operation of law),  the Company or its  assignee(s)  shall have a right of first
refusal to  purchase  the Shares on the terms and  conditions  set forth in this
Section 3(a) (the "Right of First  Refusal").  (i) Notice of Proposed  Transfer.
The Holder of the Shares  shall  deliver to the  Company a written  notice  (the
"Notice")  stating:  (i) the  Holder's bona fide  intention to sell or otherwise
transfer  such  Shares;  (ii) the  name  of each  proposed  purchaser  or  other
transferee ("Proposed Transferee"); (iii) he number of Shares to be transferred
to each Proposed Transferee;  and (iv) the terms and conditions of each proposed
sale or  transfer.  The  Holder  shall  offer the  Shares at the same price (the
"Offered  Price")  and upon the same terms (or terms as  similar  as  reasonably
possible)  to the Company or its  assignee(s).  (ii)  Exercise of Right of First
Refusal.  At any time within thirty (30) days after  receipt of the Notice,  the
Company  and/or its  assignee(s)  may, by giving  written  notice to the Holder,
elect to  purchase  all,  but not less than all,  of the Shares  proposed  to be
transferred  to any one or more of the  Proposed  Transferees,  at the  purchase
price  determined in accordance  with  subsection (iii)  below.  (iii)  Purchase
Price.  The purchase price  ("Purchase  Price") for the Shares  purchased by the
Company or its  assignee(s)  under this Section 3(a) shall be the Offered Price.
If the Offered Price includes consideration other than cash, the cash equivalent
value  of the  non-cash  consideration  shall  be  determined  by the  Board  of
Directors of the Company in good faith.  (iv)  Payment.  Payment of the Purchase
Price shall be made,  at the option of the Company or its  assignee(s),  in cash
(by check), by cancellation of all or a portion of any outstanding indebtedness,
or by any  combination  thereof within 30 days after receipt of the Notice or in
the  manner  and at the times set forth in the  Notice.  (v)  Holder's  Right to
Transfer.  If all of the Shares  proposed in the Notice to be  transferred  to a
given  Proposed   Transferee  are  not  purchased  by  the  Company  and/or  its
assignee(s)  as  provided  in this  Section 3(a),  then the  Holder  may sell or
otherwise transfer such Shares to that Proposed  Transferee at the Offered Price
or at a higher price,  provided that such sale or other  transfer is consummated
within 60 days after the date of the Notice and  provided  further that any such
sale or other transfer is effected in accordance with any applicable  securities
laws and the Proposed  Transferee  agrees in writing that the provisions of this
Section 3  shall  continue to apply to the Shares in the hands of such  Proposed
Transferee.  If the Shares  described in the Notice are not  transferred  to the
Proposed  Transferee within such period, or if the Holder proposes to change the
price or other terms to make them more favorable to the Proposed  Transferee,  a
new Notice shall be given to the Company,  and the Company  and/or its assignees
shall again be offered the Right of First Refusal  before any Shares held by the
Holder may be sold or otherwise  transferred.  (vi) Exception for Certain Family
Transfers.   Anything   to  the   contrary   contained   in  this   Section 3(a)
notwithstanding,  the  transfer of any or all of the Shares  during  Purchaser's
lifetime or on Purchaser's  death by will or intestacy to Purchaser's  Immediate
Family or a trust for the  benefit  of  Purchaser's  Immediate  Family  shall be
exempt from the  provisions  of this Section  3(a).  "Immediate  Family" as used
herein shall mean spouse,  lineal  descendant  or  antecedent,  father,  mother,
brother or sister. In such case, the transferee or other recipient shall receive
and hold the Shares so  transferred  subject to the  provisions of this Section,
and there shall be no further  transfer of such Shares except in accordance with
the terms of this Section 3.  (b) Involuntary  Transfer.  (i) Company's Right to
Purchase upon Involuntary  Transfer. In the event, at any time after the date of
this  Agreement,  of any  transfer  by  operation  of law or  other  involuntary
transfer  (including  death or divorce,  but  excluding a transfer to  Immediate
Family as set forth in Section 3(a)(vi) above) of all or a portion of the Shares
by the record holder  thereof,  the Company shall have an option to purchase all
of the Shares transferred at the greater of the purchase price paid by Purchaser
pursuant to this Agreement or the Fair Market Value of the Shares on the date of
transfer.  Upon such a transfer,  the person acquiring the Shares shall promptly
notify the Secretary of the Company of such transfer. The right to purchase such
Shares  shall be  provided  to the  Company  for a period  of  thirty  (30) days
following  receipt by the Company of written notice by the person  acquiring the
Shares.  (ii) Price for  Involuntary  Transfer.  With respect to any stock to be
transferred  pursuant to  Section 3(b)(i),  the price per Share shall be a price
set by the Board of Directors of the Company that will reflect the current value
of the stock in terms of present  earnings and future  prospects of the Company.
The  Company  shall  notify  Purchaser  or his or her  executor  of the price so
determined  within thirty (30) days after receipt by it of written notice of the
transfer or proposed  transfer of Shares.  However,  if the  Purchaser  does not
agree with the valuation as determined by the Board of Directors of the Company,
the  Purchaser  shall  be  entitled  to  have  the  valuation  determined  by an
independent  appraiser  to be  mutually  agreed  upon  by the  Company  and  the
Purchaser  and  whose  fees  shall  be  borne  equally  by the  Company  and the
Purchaser. (c) Assignment.  The right of the Company to purchase any part of the
Shares may be assigned in whole or in part to any shareholder or shareholders of
the  Company or other  persons or  organizations.  (e)  Restrictions  Binding on
Transferees.  All transferees of Shares or any interest therein will receive and
hold such Shares or interest  subject to the provisions of this  Agreement.  Any
sale or transfer of the Company's  Shares shall be void unless the provisions of
this Agreement are  satisfied.  (f)  Termination  of Rights.  The right of first
refusal granted the Company by  Section 3(a)  above and the option to repurchase
the  Shares in the event of an  involuntary  transfer  granted  the  Company  by
Section  3(b) above shall  terminate  upon the first sale of Common Stock of the
Company to the general public  pursuant to a registration  statement  filed with
and declared  effective by the  Securities  and  Exchange  Commission  under the
Securities Act of 1933, as amended (the "Securities  Act").  Upon termination of
the right of first refusal described in Section 3(a) above, a new certificate or
certificates  representing  the  Shares  not  repurchased  shall be  issued,  on
request, without the legend referred to in Section 5(a)(ii) herein and delivered
to Purchaser.

4. Investment and Taxation Representations. In connection with the
purchase of the Shares,  Purchaser represents to the Company the following:  (a)
Purchaser is aware of the Company's business affairs and financial condition and
has acquired  sufficient  information about the Company to reach an informed and
knowledgeable  decision to acquire the Shares.  Purchaser  is  purchasing  these
securities  for  investment  for his or her own account only and not with a view
to, or for resale in connection  with,  any  "distribution"  thereof  within the
meaning of the Securities  Act or under any  applicable  provision of state law.
Purchaser  does not have any present  intention  to  transfer  the Shares to any
person or  entity.  (b)  Purchaser  understands  that the  Shares  have not been
registered under the Securities Act by reason of a specific exemption therefrom,
which  exemption  depends  upon,  among  other  things,  the bona fide nature of
Purchaser's  investment  intent  as  expressed  herein.  (c)  Purchaser  further
acknowledges  and  understands  that the  securities  must be held  indefinitely
unless they are subsequently registered under the Securities Act or an exemption
from  such  registration  is  available.   Purchaser  further  acknowledges  and
understands  that the Company is under no obligation to register the securities.
Purchaser understands that the certificate(s)  evidencing the securities will be
imprinted with a legend which  prohibits the transfer of the  securities  unless
they are  registered  or such  registration  is not  required  in the opinion of
counsel for the  Company.  (d)  Purchaser  is familiar  with the  provisions  of
Rules 144  and 701,  each  promulgated  under  the  Securities  Act,  which,  in
substance,  permit limited public resale of  "restricted  securities"  acquired,
directly or indirectly,  from the issuer of the securities (or from an affiliate
of such issuer), in a non-public offering subject to the satisfaction of certain
conditions.  Purchaser understands that the Company provides no assurances as to
whether he or she will be able to resell any or all of the  Shares  pursuant  to
Rule 144 or Rule 701, which rules require,  among other things, that the Company
be subject to the reporting requirements of the Securities Exchange Act of 1934,
as amended,  that resales of securities  take place only after the holder of the
Shares has held the Shares for certain specified time periods, and under certain
circumstances,  that resales of  securities  be limited in volume and take place
only pursuant to brokered  transactions.  Notwithstanding  this  paragraph  (d),
Purchaser acknowledges and agrees to the restrictions set forth in paragraph (e)
below. (e) Purchaser further understands that in the event all of the applicable
requirements  of  Rule 144  or 701 are not  satisfied,  registration  under  the
Securities  Act,  compliance  with  Regulation A,  or  some  other  registration
exemption will be required;  and that,  notwithstanding  the fact that Rules 144
and 701 are not exclusive,  the Staff of the Securities and Exchange  Commission
has  expressed  its opinion  that persons  proposing  to sell private  placement
securities  other than in a registered  offering and otherwise  than pursuant to
Rule 144 or 701 will have a substantial  burden of proof in establishing that an
exemption from registration is available for such offers or sales, and that such
persons and their respective  brokers who participate in such transactions do so
at their own risk. (f) Purchaser  understands  that Purchaser may suffer adverse
tax  consequences  as a result of  Purchaser's  purchase or  disposition  of the
Shares.  Purchaser  represents  that Purchaser has consulted any tax consultants
Purchaser  deems advisable in connection with the purchase or disposition of the
Shares and that  Purchaser is not relying on the Company for any tax advice.

5.
Restrictive  Legends and Stop-Transfer  Orders. (a) Legends.  The certificate or
certificates  representing the Shares shall bear the following  legends (as well
as any legends required by applicable state and federal corporate and securities
laws):  (i) THE SHARES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE  SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT
WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH
SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH  REGISTRATION
IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. (ii) THE SHARES REPRESENTED BY
THIS  CERTIFICATE  MAY BE  TRANSFERRED  ONLY IN ACCORDANCE  WITH THE TERMS OF AN
AGREEMENT  BETWEEN THE COMPANY AND THE  STOCKHOLDER,  A COPY OF WHICH IS ON FILE
WITH THE SECRETARY OF THE COMPANY.  (iii) IT IS UNLAWFUL TO CONSUMMATE A SALE OR
TRANSFER  OF  THIS  SECURITY,  OR  ANY  INTEREST  THEREIN,  OR  TO  RECEIVE  ANY
CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF
CORPORATIONS   OF  THE  STATE  OF   CALIFORNIA,   EXCEPT  AS  PERMITTED  IN  THE
COMMISSIONER'S RULES. (b) Stop-Transfer Notices. Purchaser agrees that, in order
to ensure compliance with the restrictions  referred to herein,  the Company may
issue  appropriate  "stop transfer"  instructions to its transfer agent, if any,
and that, if the Company  transfers its own securities,  it may make appropriate
notations  to the same effect in its own records.  (c) Refusal to Transfer.  The
Company shall not be required  (i) to transfer on its books any Shares that have
been sold or otherwise transferred in violation of any of the provisions of this
Agreement  or  (ii) to  treat as owner of such  Shares or to accord the right to
vote or pay dividends to any  purchaser or other  transferee to whom such Shares
shall  have  been so  transferred.

6. No  Employment  Rights.  Nothing  in this
Agreement  shall  affect  in any  manner  whatsoever  the  right or power of the
Company,  or a parent or  subsidiary  of the Company,  to terminate  Purchaser's
employment or consulting relationship, for any reason, with or without cause.

7.
Lock-Up  Agreement.  In  connection  with the  initial  public  offering  of the
Company's  securities  and  upon  request  of the  Company  or the  underwriters
managing any underwritten offering of the Company's securities, Purchaser agrees
not to sell, make any short sale of, loan, grant any option for the purchase of,
or  otherwise  dispose of any  securities  of the  Company  however or  whenever
acquired  (other  than those  included  in the  registration)  without the prior
written  consent of the  Company or such  underwriters,  as the case may be, for
such  period of time (not to exceed  180 days) from the  effective  date of such
registration  as may be requested by the Company or such  managing  underwriters
and to execute an agreement  reflecting the foregoing as may be requested by the
underwriters at the time of the public offering.

8. Miscellaneous. (a) Governing
Law. This Agreement and all acts and transactions pursuant hereto and the rights
and  obligations  of  the  parties  hereto  shall  be  governed,  construed  and
interpreted  in  accordance  with the laws of the State of  California,  without
giving  effect  to  principles  of  conflicts  of  law.  (b)  Entire  Agreement;
Enforcement  of Rights.  This  Agreement  sets forth the  entire  agreement  and
understanding  of the parties  relating to the subject  matter herein and merges
all prior  discussions  between  them. No  modification  of or amendment to this
Agreement, nor any waiver of any rights under this Agreement, shall be effective
unless in writing signed by the parties to this Agreement. The failure by either
party to enforce any rights  under this  Agreement  shall not be  construed as a
waiver of any rights of such party. (c) Severability.  If one or more provisions
of this Agreement are held to be unenforceable under applicable law, the parties
agree to renegotiate such provision in good faith. In the event that the parties
cannot  reach  a  mutually  agreeable  and  enforceable   replacement  for  such
provision,  then  (i) such  provision  shall be  excluded  from this  Agreement,
(ii) the balance of the Agreement shall be interpreted as if such provision were
so excluded and  (iii) the  balance of the  Agreement  shall be  enforceable  in
accordance  with its terms.  (d)  Construction.  This Agreement is the result of
negotiations  between and has been  reviewed  by each of the parties  hereto and
their respective counsel, if any; accordingly, this Agreement shall be deemed to
be the product of all of the parties hereto, and no ambiguity shall be construed
in favor of or against any one of the parties  hereto.  (e) Notices.  Any notice
required or permitted by this Agreement  shall be in writing and shall be deemed
sufficient  when delivered  personally or sent by telegram or fax or forty-eight
(48) hours after being  deposited in the U.S.  mail,  as certified or registered
mail,  with postage  prepaid,  and addressed to the party to be notified at such
party's  address  as set forth  below or as  subsequently  modified  by  written
notice.  (f)  Counterparts.  This  Agreement  may be  executed  in  two or  more
counterparts,  each of  which  shall  be  deemed  an  original  and all of which
together shall constitute one instrument. (g) Successors and Assigns. The rights
and benefits of this Agreement shall inure to the benefit of, and be enforceable
by the Company's successors and assigns. The rights and obligations of Purchaser
under this Agreement may only be assigned with the prior written  consent of the
Company.  (h) California  Corporate  Securities  Law. THE SALE OF THE SECURITIES
WHICH  ARE THE  SUBJECT  OF THIS  AGREEMENT  HAS NOT  BEEN  QUALIFIED  WITH  THE
COMMISSIONER  OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE
SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE  CONSIDERATION  THEREFOR
PRIOR TO THE QUALIFICATION IS UNLAWFUL,  UNLESS THE SALE OF SECURITIES IS EXEMPT
FROM   QUALIFICATION  BY  SECTION  25100,  25102  OR  25105  OF  THE  CALIFORNIA
CORPORATIONS  CODE.  THE RIGHTS OF ALL PARTIES TO THIS  AGREEMENT  ARE EXPRESSLY
CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.



                                             [Signature Page Follows]


         The parties have executed this Exercise Notice and Restricted Stock
Purchase Agreement as of the date first set forth above.

                                         COMPANY:

                                         I.Q. Biometrix California, Inc.



                                         By:
                                         Name:
                                         Title:


                                         PURCHASER:

                                         Morden Lazarus

                                        (Signature)

                                        Address:


I,  ______________________,  spouse of  __________________  have read and hereby
approve the foregoing  Agreement.  In consideration of the Company's granting my
spouse the right to purchase the Shares as set forth in the Agreement,  I hereby
agree to be  irrevocably  bound by the  Agreement  and  further  agree  that any
community property or other such interest shall hereby by similarly bound by the
Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any
amendment or exercise of any rights under the Agreement.

         _________
         _________                               Spouse of _____________________



Exhibit 10[1].13.doc                                  -1-
0417146.03
           Do not include this page if relying upon Section 25102(o):

              STATE OF CALIFORNIA - CALIFORNIA ADMINISTRATIVE CODE
         Title 10. Investment - Chapter 3. Commissioner of Corporations

      260.141.11:  Restriction on Transfer.

     (a) The issuer of any  security  upon which a  restriction  on transfer has
been imposed pursuant to Sections 260.102.6, 260.141.10 or 260.534 shall cause a
copy of this  section  to be  delivered  to each  issuee or  transferee  of such
security at the time the certificate evidencing the security is delivered to the
issuee or transferee.

     (b) It is unlawful for the holder of any such security to consummate a sale
or transfer of such security, or any interest therein, without the prior written
consent of the Commissioner (until this condition is removed pursuant to Section
260.141.12 of these rules), except:

(1) to the issuer;

(2) pursuant to the order or process of any court;

(3) to any
person  described  in  Subdivision  (i) of Section  25102 of the Code or Section
260.105.14 of these rules;

(4) to the  transferor's  ancestors,  descendants or
spouse,  or any  custodian or trustee for the account of the  transferor  or the
transferor's ancestors,  descendants, or spouse; or to a transferee by a trustee
or custodian for the account of the  transferee or the  transferee's  ancestors,
descendants  or spouse;

(5) to holders of  securities  of the same class of the
same issuer;

(6) by way of gift or donation inter vivos or on death;

(7) by or
through a  broker-dealer  licensed under the Code (either acting as such or as a
finder) to a resident of a foreign  state,  territory  or country who is neither
domiciled  in this state to the  knowledge  of the  broker-dealer,  nor actually
present in this state if the sale of such  securities is not in violation of any
securities law of the foreign state,  territory or country  concerned;

(8) to a
broker-dealer  licensed  under  the Code in a  principal  transaction,  or as an
underwriter or member of an underwriting  syndicate or selling group;

(9) if the
interest sold or transferred is a pledge or other lien given by the purchaser to
the seller  upon a sale of the  security  for which the  Commissioner's  written
consent  is  obtained  or under  this rule not  required;

(10) by way of a sale
qualified  under  Sections  25111,  25112,  25113 or 25121 of the  Code,  of the
securities  to be  transferred,  provided  that no order under  Section 25140 or
Subdivision   (a)  of  Section   25143  is  in  effect  with   respect  to  such
qualification;

(11) by a  corporation  to a  wholly  owned  subsidiary  of such
corporation,  or  by  a  wholly  owned  subsidiary  of  a  corporation  to  such
corporation;

(12) by way of an exchange qualified under Section 25111, 25112 or
25113 of the Code, provided that no order under Section 25140 or Subdivision (a)
of Section 25143 is in effect with respect to such  qualification;

(13) between
residents of foreign states,  territories or countries who are neither domiciled
nor actually present in this state;

(14) to the State Controller pursuant to the
Unclaimed  Property Law or to the administrator of the unclaimed property law of
another state;

(15) by the State Controller  pursuant to the Unclaimed  Property
Law or by the  administrator of the unclaimed  property law of another state if,
in either such case,  such person (i)  discloses to potential  purchasers at the
sale that  transfer  of the  securities  is  restricted  under this  rule,  (ii)
delivers  to  each  purchaser  a copy  of  this  rule,  and  (iii)  advises  the
Commissioner  of the name of each  purchaser;

(16) by a trustee to a  successor
trustee when such transfer does not involve a change in the beneficial ownership
of the securities; or (17) by way of an offer and sale of outstanding securities
in an issuer  transaction  that is subject to the  qualification  requirement of
Section  25110 of the Code but exempt  from that  qualification  requirement  by
subdivision (f) of Section 25102;

provided that any such transfer is on the condition that any certificate
evidencing the security issued to such transferee shall contain the legend
required by this section.

      (c)  The certificates representing all such securities subject to such a
restriction on transfer, whether upon initial issuance or upon any transfer
thereof, shall bear on their face a legend, prominently stamped or printed
thereon in capital letters of not less than 10-point size, reading as follows:

     "IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS  SECURITY,  OR ANY
INTEREST THEREIN,  OR TO RECEIVE ANY CONSIDERATION  THEREFOR,  WITHOUT THE PRIOR
WRITTEN CONSENT OF THE  COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA,
EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES."


                                     RECEIPT


         The undersigned hereby acknowledges receipt of Certificate No."_____
for __________ shares of Common Stock of I.Q. Biometrix California, Inc.




Dated:  _______________
                                                     Morden Lazarus





0417146.03
0417146.03


                                                      RECEIPT


         I.Q. Biometrix California, Inc. (the "Company") hereby acknowledges
receipt of (check as applicable):

                     A check in the amount of $____________
                     The cancellation of indebtedness in the amount of $________
                     Certificate No. _____ representing __________ shares of th
                     Company's Common Stock with a fair market value of $_______
given by ________________________ as consideration for Certificate No. _____ for
 _________ shares of Common Stock of the Company.



Dated:  ______________
                                        I.Q. Biometrix California, Inc.


                                        By:


                                                    Name:
                                                                (print)

                                                     Title: