THIS NOTE AND THE SHARES OF COMMON STOCK UNDERLYING THIS
            DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
            1933 OR ANY APPLICABLE  STATE  SECURITIES LAWS, AND MAY NOT BE
            OFFERED FOR SALE, SOLD,  TRANSFERRED,  PLEDGED OR HYPOTHECATED
            WITHOUT  AN  EFFECTIVE   REGISTRATION   STATEMENT   UNDER  THE
            SECURITIES ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS,
            OR AN  OPINION  OF  COUNSEL,  REASONABLY  SATISFACTORY  TO THE
            COMPANY, THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE
            OR NOT REQUIRED.

                               IQ BIOMETRIX, INC.

                              CONVERTIBLE DEBENTURE
                                                                    $300,000.00

         FOR VALUE RECEIVED,  IQ Biometrix,  Inc., a Delaware  corporation  (the
"COMPANY"),  promises to pay to Platinum  Partners Value  Arbitrage Fund, LP, or
registered assigns (each a "HOLDER"),  up to an aggregate Three Hundred Thousand
and No/100 Dollars ($300,000.00) in lawful money of the United States of America
on or before the Maturity Date as defined herein,  with all Interest  thereon as
defined and specified herein.

         1. INTEREST.  This Debenture  shall bear interest  ("INTEREST")  at the
rate of six  percent  (6%) per annum from the Issue Date  through  the  Maturity
Date. The Company shall pay such Interest,  at the Company's  election either in
cash or shares of the Company's Common Stock on the Maturity Date.

         2. TERMS OF REPAYMENT.

                  2.1 Maturity Date.  This Debenture shall be due and payable in
full, including all accrued Interest thereon, on September 18th, 2004 ("MATURITY
DATE").

                  2.2  Withholding.  The  Company  shall be entitled to withhold
from all payments of principal  of, and interest on, this  Debenture any amounts
required to be withheld  under the  applicable  provisions  of the United States
income  tax laws or other  applicable  laws at the  time of such  payments,  and
Holder  shall  execute and  deliver all  required  documentation  in  connection
therewith.

         3.       RIGHT TO PURCHASE ADDITIONAL SHARES; CONVERSION RIGHT.

                  3.1 Conversion  Price. At any time prior to the Maturity Date,
the Holder has the option, but not the obligation,  to convert the principle and
interest  under this  Debenture  into shares of the common  stock of the Company
(the "Common Stock") at sixty-four cents ($0.64) per share.


                                       1
<PAGE>

                  3.2 Adjustment Based Upon Stock  Dividends,  or Combination of
Shares.  The Conversion  Price shall be adjusted in the manner  described in the
remainder  of this  Section 3.2 if the  outstanding  shares of the Common  Stock
shall be  subdivided  into a greater  number of shares or a  dividend  in Common
Stock shall be paid in respect of Common Stock,  the Conversion  Price in effect
immediately  prior to such  subdivision  or at the record date of such  dividend
shall  simultaneously  with the effectiveness of such subdivision or immediately
after the  record  date of such  dividend  be  proportionately  reduced.  If the
outstanding  shares of Common Stock shall be combined  into a smaller  number of
shares,  the Conversion  Price in effect  immediately  prior to such combination
shall,   simultaneously   with  the  effectiveness  of  such   combination,   be
proportionately increased.

                  3.3   Adjustment   Based   Upon   Merger,   Consolidation   or
Recapitalization. In case of any consolidation or merger to which the Company is
a party  (other than a merger in which the Company is the  surviving  entity and
which does not result in any  reclassification  of or change in the  outstanding
Common Stock of the  Company),  or in case of any sale or  conveyance to another
person,  firm, or  corporation  of the property of the Company as an entirety or
substantially  as an  entirety,  or in case  of any  capital  reorganization  or
reclassification  of the  Common  Stock  (other  than a change in par value or a
subdivision or combination  as provided for in Section 3.2  immediately  above),
the  Holder  shall have the right to convert  this  Debenture  into the kind and
amount  of  securities  and  property  (including  cash)  receivable  upon  such
consolidation, merger, sale, conveyance, reorganization or reclassification by a
holder of the number of shares of Common Stock into which such  Debenture  might
have been converted immediately prior thereto.

                  3.4 Exercise of Conversion Privilege. The conversion privilege
provided  for in this  Section 3 shall be  exercisable  by the Holder by written
notice to the Company or its successor  and the  surrender of this  Debenture in
exchange for the number of shares (or other  securities and property,  including
cash,  in the event of an adjustment  of the  Conversion  Price) into which this
Debenture is convertible  based upon the  Conversion  Price.  Conversion  rights
expire on the Maturity Date.

                 3.5 Exercise  Conversion Method. The purchase right represented
by  the  conversion  of  this  Debenture  may be  exercised  by  the  Holder  by
surrendering  this  Debenture at the principal  office of the Company and by the
payment to the  Company,  either:  (i) by  certified  or bank check,  or by wire
transfer to an account  designated by the Company in an amount equal to the then
applicable  Conversion  Price  multiplied  by the  number of Shares  then  being
purchased,  or (ii) by the  delivery  of that  number of shares of Common  Stock
having a value equal to the  Conversion  Price,  which  shares may be the Shares
underlying the conversion of the Debenture.

                 3.6 Company's Right to Mandatory Conversion. Any portion of the
principal balance and accrued interest of the Debenture not previously converted
as of the Maturity Date,  shall be deemed to be  automatically  converted at the
Company's election,  upon delivery of written notice of such election to convert
by the Company or any of its agents,  employees or representatives,  at any time
within thirty days prior to the Maturity Date at the Conversion Rate ("Mandatory
Conversion"),  and the  Company  shall have no further  obligation  to repay the
Debentures.


                                       2
<PAGE>

                 3.7 Corporate  Status of Common Stock to be Issued.  All Common
Stock  (or other  securities  in the event of an  adjustment  of the  Conversion
Price) which may be issued upon the  conversion of this  Debenture  shall,  upon
issuance, be duly authorized, validly issued, fully paid and nonassessable.

                  3.8  Issuance  of  Certificate.  Upon the  conversion  of this
Debenture,  the Company shall in due course issue to the Holder a certificate or
certificates  representing  the  number  of  shares  of  Common  Stock (or other
securities in the event of an adjustment of the  Conversion  Price) to which the
conversion relates.

                  3.9 Fractional Shares. No fractional shares will be issued. In
lieu  thereof,  the  Company  will pay  cash in the  amount  of  $0.64  for each
fractional share that would otherwise have been issued.

         4. STATUS OF HOLDER OF DEBENTURE.  This Debenture shall not entitle the
Holder to any voting rights or other rights as a  shareholder  of the Company or
to any rights whatsoever  except the rights herein  expressed,  and no dividends
shall be  payable  or accrue in  respect  of this  Debenture  or the  securities
issuable upon the  conversion  hereof unless and until this  Debenture  shall be
converted.  Upon the  conversion of this  Debenture,  the Holder  shall,  to the
extent  permitted  by law, be deemed to be the holder of record of the shares of
Common  Stock  issuable  upon such  conversion,  notwithstanding  that the stock
transfer  books of the  Company  shall  then be closed or that the  certificates
representing  such shares of Common Stock shall not then be actually  delivered.
Immediately  upon the conversion of this  Debenture,  the rights of Holder under
this Debenture shall cease except with regard to the right to receive the shares
of Common Stock  issuable  upon  conversion.  As promptly as  practicable  after
either the conversion or redemption of this  Debenture,  Holder shall  surrender
this Debenture marked "Cancelled."

         5. RESERVE OF SHARES OF COMMON STOCK.  The Company shall reserve out of
its authorized  shares of Common Stock (and other  securities in the event of an
adjustment of the Conversion  Price) a number of shares  sufficient to enable it
to  comply  with its  obligation  to issue  shares of Common  Stock  (and  other
securities  in the event of an  adjustment  of the  Conversion  Price)  upon the
conversion of this Debenture.

         6. POST CLOSING  REGISTRATION.  Company  currently has on file with the
SEC form  SB-2.  Prior to the  effective  date of the  SB-2,  the SB-2  shall be
amended to provide that the Shares,  and each of them,  shall be  registered  in
such filing. While acting in a commercially  reasonable fashion,  Company shall,
either upon  receipt of comments  from the SEC or, in the event that no comments
are to be received on the SB-2 from the SEC, then prior to the  Effective  Date,
amend  the  SB-2  to  indicate  that  up to  781,250  of the  Shares  are  owned
beneficially and of record by Holder,  which is the Selling  Shareholder of such
shares.

         7. POST  REGISTRATION  LIMITATION ON SALES.  Upon the effective date of
the SB-2,  and for the period  running for twelve months from the effective date
of the SB-2,  Holder  agrees not to sell more than 5% of the daily volume on the
open market.  Upon written  request of Company,  Holder shall deliver to Company
its trading records reflecting sales of the Shares within 72 hours of receipt of
such request.


                                       3
<PAGE>

         8. CALL RIGHTS OF COMPANY.  At any time after the effective date of the
SB-2, the Company will have the option,  but not the  obligation,  to "Call" the
investor's  warrant (see  Exhibit A) should the  Company's  closing  stock price
equal or exceed $3.00 per share ("Call  Trigger").  If the Call Trigger  occurs,
the Investor will have ten (10) business days to deliver the necessary  funds to
exercise the warrant.  Upon receipt of the funds,  the Company will issue to the
Investor the corresponding number of shares from the warrant exercise.

         9. DEFAULT.  The Company shall  perform its  obligations  and covenants
hereunder and in each and every other  agreement  between the Company and Holder
pertaining to the indebtedness  evidenced hereby. The following provisions shall
apply upon failure of the Company so to perform.

                  9.1  Event  of  Default.  Any of the  following  events  shall
constitute an "Event of Default" hereunder:

                           9.1.1    Failure by the  Company to timely  convert
outstanding  principal into Common Stock,  or to pay principal,  or premium,  if
any, of the Debenture when due and payable on the Maturity Date;

                           9.1.2    Failure of the  Company  to timely  convert
outstanding  Interest into Common Stock, or to pay Interest when due and payable
on the Maturity Date; or

                           9.1.3    Failure of the  Company to perform  any of
the covenants, conditions,  provisions or agreements contained herein, or in any
other agreement  between the Company and Holder  pertaining to the  indebtedness
evidenced hereby, which failure continues for a period of thirty (30) days after
written  notice of  default  has been  given to the  Company  by a  Majority  in
Interest of the Holders; provided,  however, that if the nature of the Company's
obligation is such that more than thirty (30) days are required for performance,
then an Event of Default  shall not occur if the Company  commences  performance
within such thirty (30) day period and thereafter diligently prosecutes the same
to completion; or

                           9.1.4    The entry of an order for relief under
Federal  Bankruptcy  Code as to the Company or entry of any order  appointing  a
receiver or trustee for the Company or approving a petition in reorganization or
other  similar  relief under  bankruptcy or similar laws in the United States of
America or any other competent jurisdiction,  and if such order, if involuntary,
is not satisfied or withdrawn within sixty (60) days after entry thereof; or the
filing of a petition by the Company seeking any of the foregoing,  or consenting
thereto;  or the filing of a petition to take  advantage of any debtor's act; or
making a general  assignment  for the  benefit of  creditors;  or  admitting  in
writing inability to pay debts as they mature.

                  9.2  Acceleration.  Upon any Event of Default (in  addition to
any other rights or remedies provided for under this Debenture), the Holder then
outstanding,  all sums evidenced hereby,  including all principal,  premium,  if

                                       4
<PAGE>

any, accrued but unpaid Interest, fees and all other amounts due hereunder shall
become immediately due and payable. In the Event of a Default due to a breach of
any  other  covenant  or term,  Holder  of the  Debentures  may take  action  to
accelerate the Debentures.  If an Event of Default relating to certain events of
bankruptcy, insolvency or reorganization of the Company or any Subsidiary occurs
and is continuing, the principal of and premium, if any, and accrued Interest on
all the Debentures  will become and be immediately  due and payable  without any
declaration or other act on the part of Holder of the Debentures.

                  9.3  Notice by  Company.  Upon the  happening  of any Event of
Default  specified in this  paragraph  that is not cured  within the  respective
periods prescribed above, the Company will give prompt written notice thereof to
the Holder of this Debenture.

                 9.4 No Waiver.  Failure of the Holder to exercise  any right or
remedy hereunder shall not constitute a waiver of the right to exercise the same
in the event of any subsequent Event of Default,  or in the event of continuance
of any existing Event of Default after demand or performance thereof.

                  9.5  Pursuit  of any  Remedy.  The  Holders  have the right to
direct the time,  method and place of conducting  any  proceeding for exercising
any remedy available to the Holders under the Debentures.

         10.      REPRESENTATIONS AND COVENANTS OF HOLDER

                  10.1     Investment Representations.

                           10.1.1 The Holder,  by acceptance of this  Debenture,
represents  that this  Debenture  and any shares of Common Stock  issuable  upon
conversion of this Debenture are being and will be acquired for the Holder's own
account for investment and not with a view to, or for resale in connection with,
the  distribution  thereof in violation of applicable  securities laws, and that
the Holder has no present  intention of distributing or reselling this Debenture
or any such shares of Common Stock. The Holder, by acceptance of this Debenture,
further represents that it has not offered or sold this Debenture, or any shares
of Common Stock into which this Debenture is convertible, directly or indirectly
to any other person,  and that the Holder is not acquiring this Debenture or any
such Common Stock for the account of any other person.  Certificates  evidencing
shares of Common Stock issuable upon conversion of this Debenture shall bear the
following legend:

           THE  SECURITIES  EVIDENCED BY THIS  CERTIFICATE  HAVE NOT BEEN
           REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933 AND HAVE  BEEN
           TAKEN FOR INVESTMENT  PURPOSES ONLY AND NOT WITH A VIEW TO THE
           DISTRIBUTION  THEREOF IN  VIOLATION OF  APPLICABLE  SECURITIES
           LAWS,  AND  SUCH  SECURITIES  MAY NOT BE  SOLD OR  TRANSFERRED
           UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
           ACT  COVERING  SUCH  SECURITIES  OR THE  COMPANY  RECEIVES  AN
           OPINION OF COUNSEL  (WHICH  MAY BE  COUNSEL  FOR THE  COMPANY)
           REASONABLY ACCEPTABLE TO THE COMPANY STATING THAT SUCH SALE OR
           TRANSFER  IS  EXEMPT  FROM  THE  REGISTRATION  AND  PROSPECTUS
           DELIVERY REQUIREMENTS OF SUCH ACT.


                                       5
<PAGE>

                  10.1.2 Until the shares issued  hereunder are  registered,  no
Holder of this  Debenture may assign,  transfer,  hypothecate or sell all or any
part of this  Debenture  (or any of the  shares of Common  Stock  issuable  upon
conversion  of this  Debenture) or in any way alienate or encumber the Debenture
(or  any of the  shares  of  Common  Stock  issuable  upon  conversion  of  this
Debenture)  without  the  express  prior  written  consent of the  Company,  the
granting of which may be withheld in the Company's sole discretion.  Any attempt
to effect such  transfer  without  the consent of the Company  shall be null and
void.  Notwithstanding  the  Company's  obligation  to register the shares under
Section 6, as of the Issue Date, the Company has not  registered  this Debenture
(or  any of the  shares  of  Common  Stock  issuable  upon  conversion  of  this
Debenture)  under  the Act or the  applicable  securities  laws of any  state in
reliance  on  exemptions  from  registration.  Such  exemptions  depend upon the
investment  intent of the Holder at the time he acquires  his  Debenture or such
shares of Common Stock. Each Holder has acquired his Debenture (and will acquire
the shares of Common Stock issuable upon  conversion of this  Debenture) for his
own account for investment purposes only and not with a view toward distribution
or resale of such Debenture or such shares within the meaning of the Act and the
applicable  securities laws of any state.  Until the shares issued hereunder are
registered, the Company may require the Holder to provide, at Company's expense,
an opinion  of  counsel  satisfactory  to the  Company  to the  effect  that any
proposed  transfer or other assignment of the Debenture (or any of the shares of
Common Stock issuable upon  conversion of this  Debenture)  will not result in a
violation  of the  applicable  federal  or state  securities  laws or any  other
applicable federal or state laws or regulations.

                  10.1.3  INFORMATION  CONCERNING  THE COMPANY.  Holder has been
afforded access to (a) information  concerning the Company and (b) the Company's
managing  members.  Holder has been afforded the opportunity to ask questions of
the Company  and has  received  complete  and  satisfactory  answers to any such
inquiries. Holder has received information concerning the Company, the Company's
proposed  plan of  operations,  the Units,  and the  Offering and has reached an
informed and knowledgeable  decision to acquire the Units. In furtherance of the
foregoing, Holder acknowledges that it has reviewed all of the Company's filings
under the 1934 Act filed within the past twelve  months,  and in particular  has
reviewed and understands the risk factors articulated in such filings, including
risk factors which may affect the future results of operations.

                  10.1.4  Holder  represents  that  it  neither  is nor  will be
obligated for any commission nor is it aware of any such  commission  payable in
connection  with  this  transaction.  Holder  agrees  to  indemnify  and to hold
harmless the Company from any liability for any  commission or  compensation  in
the nature of a finders' fee (and the costs and  expenses of  defending  against
such  liability  or  asserted  liability)  for which  such  Holder or any of its
officers, partners, employees, or representatives is responsible.


                                       6
<PAGE>

                  10.1.5 Holder  hereby  represents,  covenants  and agrees,  on
behalf  of its self and its  affiliates  that it has not for a period of 30 days
prior to the date of this Agreement, and shall not from this date forward, short
sell,  initiate any short sale or maintain any short  position in the Company or
its stock, whether directly or indirectly.

                  10.1.6  Holder  hereby  covenants  and  agrees  that  upon the
effectiveness  of the  Registration  Statement  that it will limit its aggregate
daily sales of shares of Common Stock to 5% of the current day's trading  volume
for the shares of Common  Stock on the OTC - Bulletin  Board (or an  exchange if
the  shares  of  Common  Stock or then  trading  on an  exchange).  This  volume
restriction  is expressly  agreed to by Holder in order to preclude  Holder from
engaging in any hedging or other  transaction which is designed to or reasonably
expected to lead to or result in a disposition  of the shares of Common Stock in
excess of said 5% of daily  trading  volume even if said shares of Common  Stock
would be disposed of by someone other than Holder.  Such  prohibited  hedging or
other transactions would include, without limitation, any short sale (whether or
not against the "box") or any  purchase,  sale or grant of any right  (including
without  limitation any put or call option) with respect to any shares of Common
Stock or with respect to any security (other than a broad based market basket or
index) that includes,  relates to or derives any  significant  part of its value
from shares of Common  Stock.  Upon  written  request of Company,  Holder  shall
deliver to Company its trading records  reflecting sales of the shares of Common
Stock within three (3) business days of receipt of such  request.  This covenant
contained in this Section  10.1.6 shall only be effective  provided  Company has
obtained a covenant of the same substance and nature from Forte Capital Partners
LLC and The Micek family and their affiliated entities.

                  10.1.7.  Holder has not seen or  received  any form of general
solicitation or general  advertising  with respect to the offering or the Common
Stock,  and  Holder  did not hear of the  offering  at any  seminar  or  meeting
attended by Purchaser and for which attendees were invited by means of a general
solicitation or general advertising.

         10.2 Expenses.  All expenses,  including reasonable legal fees incurred
by the Company in connection with any permitted  transfer,  assignment or pledge
of  this  Debenture  will  be  paid  by the  Holder  requesting  such  transfer,
assignment or pledge.

         10.3 Loss,  Theft or Mutilation of Debenture.  Upon receipt of evidence
reasonably  satisfactory  to the  Company  of the loss,  theft,  destruction  or
mutilation  of any  Debenture  and,  in the  case of any  such  loss,  theft  or
destruction  of any  Debenture,  upon  delivery  of an  indemnity  bond  in such
reasonable amount as the Company may determine (or, in the case of any Debenture
held by the  original  Debenture-holder,  of an indemnity  agreement  reasonably
satisfactory to the Company),  or, in the case of any such mutilation,  upon the
surrender  of  such  Debenture  to the  Company  at  its  principal  office  for
cancellation,  the  Company,  at the  expense  of  the  Holder  requesting  such
replacement  Debenture,  will  execute  and  deliver,  in  lieu  thereof,  a new

                                       7
<PAGE>

Debenture of like tenor,  dated the date to which interest  hereunder shall have
been paid on such lost, stolen, destroyed or mutilated Debenture.

         10.4  Ownership.  The  Company  may treat the person in whose name this
Debenture  is  registered  as the owner and  Holder  of this  Debenture  for the
purpose  of  receiving  payment of all  principal  of and all  Interest  on this
Debenture, and for all other purposes whatsoever,  whether or not such Debenture
shall be overdue and,  except for  transfers  effected in  accordance  with this
subparagraph, the Company shall not be affected by notice to the contrary.

         11.  MODIFICATIONS AND AMENDMENTS.  Modifications and amendments to the
Debentures  may be made by the Company only with the consent of the Holder(s) of
the  Debentures  then  outstanding;  provided,  that  no  such  modification  or
amendment  may,  without  the  consent  of the  holder  of each  Debenture  then
outstanding  affected thereby,  (i) reduce the percentage of principal amount of
Debentures whose holders may consent to an amendment, supplement or waiver; (ii)
reduce the rate or change the time for payment of  Interest,  including  default
interest,  on any Debenture;  (iii) reduce the principal amount of any Debenture
or change the Maturity  Date of the  Debentures;  or (iv) reduce the  redemption
price,  including  premium,  if any, payable upon redemption of any Debenture or
change the time at which any Debenture may or shall be redeemed;  (v) reduce the
repurchase price,  including premium, if any, payable upon the repurchase of any
Debenture or change the time at which any Debenture may or shall be  repurchase;
(vi)  make any  Debenture  payable  in  money  other  than  that  stated  in the
Debenture;  (vii) impair the right to institute suit for the  enforcement of any
payment of  principal  of, or premium,  if any, or interest  on, any  Debenture;
(viii)  make any change in the  percentage  of  principal  amount of  Debentures
necessary to waive compliance with certain provisions of the Debenture;  or (ix)
waive a continuing  Default or Event of Default in the payment of principal  of,
premium, if any, or interest on the Debentures.

         12. NOTICES.  All notices provided for herein shall be validly given if
in writing and delivered  personally or sent by certified mail, postage prepaid,
(in the case of the Company) to the office of the Company or such other  address
as the  Company may from time to time  designate  in writing  sent by  certified
mail,  postage  prepaid,  or (in the case of the  Holder)  to the  Holder at his
address  set forth  below or such  other  address as the Holder may from time to
time designate in writing to the Company by certified mail, postage prepaid.

          13. BINDING  EFFECT.  This Debenture shall be binding upon the parties
hereto and their respective heirs, executors,  administrators,  representatives,
successors and permitted assigns.

           14. COLLECTION FEES. Except as otherwise provided herein, the Company
shall pay all costs of collection,  including reasonable attorneys' fees and all
costs of suit and  preparation  for such suit (and whether at trial or appellate
level),  in the event the  unpaid  principal  amount of this  Debenture,  or any
payment of Interest  is not paid when due, or in the event  Holder is made party
to any litigation because of the existence of the Indebtedness evidenced by this
Debenture,  or if at any time Holder  should  incur any  attorneys'  fees in any
proceeding  under the Federal  Bankruptcy  Code (or other  similar  laws for the
protection of debtors generally) in order to collect any Indebtedness  hereunder
or to preserve, protect or realize upon any security for, or guarantee or surety

                                       8
<PAGE>

of, such Indebtedness whether suit be brought or not, and whether through courts
of original  jurisdiction,  as well as in courts of appellate  jurisdiction,  or
through a bankruptcy court or other legal proceedings.

          15. CONSTRUCTION. This Debenture shall be governed as to its validity,
interpretation,  construction,  effect  and  in  all  other  respects  by and in
accordance with the laws and interpretations thereof of the State of California.
Unless  the  context  otherwise  requires,  the use of  terms  in  singular  and
masculine  form shall  include in all  instances  singular and plural number and
masculine, feminine and neuter gender.

         16.  SEVERABILITY.  In the  event  any one or  more  of the  provisions
contained in this Debenture or any future  amendment hereto shall for any reason
be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality  or  unenforceability  shall not affect any other  provision  of this
Debenture or such other agreement,  and in lieu of each such invalid, illegal or
unenforceable  provision  there shall be added  automatically  as a part of this
Debenture  a  provision  as  similar  in  terms  to  such  invalid,  illegal  or
unenforceable provision as may be possible and be valid, legal and enforceable.

         17.      DEFINITIONS.

                  17.1 "Person" means any individual, corporation,  partnership,
joint venture, trust, estate,  unincorporated  organization or government or any
agency or political subdivision thereof.

                  17.2 A  "Subsidiary"  of any Person means (i) a  corporation a
majority of whose Voting Stock is at the time, directly or indirectly,  owned by
such Person,  by one or more  subsidiaries  of such Person or by such Person and
one or more subsidiaries of such Person, (ii) a partnership in which such Person
or a subsidiary  of such Person is, at the date of  determination,  a general or
limited partner of such  partnership,  but only if such Person or its subsidiary
is  entitled  to  receive  more than fifty  percent  (50%) of the assets of such
partnership  upon its  dissolution,  or (iii) any  other  Person  (other  than a
corporation or partnership) in which such Person, directly or indirectly, at the
date of determination thereof, has (x) at least a majority ownership interest or
(y) the power to elect or direct the  election  of a majority  of  directors  or
other governing body of such Person.

         18.  CONFIDENTIALITY.  The  Terms  of  this  Agreement  and  all  other
information relating hereto are henceforth to be kept confidential and not to be
disclosed or disseminated to anyone except as reasonably necessary to respond to
inquiries initiated by government agencies such as the Internal Revenue Service,
as may be  required  for  financial  reporting  or  disclosure  purposes  in the
ordinary course of business, or as otherwise required by law.

         19.  MISCELLANEOUS.  Except as otherwise  provided herein,  the Company
waives  demand,  diligence,  presentment  for  payment  and  protest,  notice of
extension,  dishonor,  maturity and protest. Time is of the essence with respect
to the  performance of each and every  covenant,  condition,  term and provision
hereof.

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                                       9
<PAGE>



                  IN WITNESS WHEREOF, this Debenture has been issued on the 19th
day of September, 2003.

                              IQ BIOMETRIX, INC.



                              By
                                ------------------------------------------
                                William Scigliano, Chief Executive Officer

                              Date: September 19th, 2003


                              Platinum Partners Value Arbitrage Fund, LP



                              By:_______________________________________
                                   Mark Nordlicht, Managing Partner

                              Address:
                              152 West 57th Street, 54th Floor
                              New York, NY 10019




                              Date: September 22nd, 2003

                              Amount:  $300,000.00










                          [Signature Page to Debenture]


                                       10
<PAGE>



                                    EXHIBIT A
                                 FORM OF WARRANT















                                   (attached)







                                       11