IQ BIOMETRIX'S BUSINESS CODE OF ETHICS AND CORPORATE
                                   GOVERNANCE

      IQ Biometrix, Inc. (the "Company") is committed to conducting its business
in  accordance  with  applicable  laws,  rules and  regulations  and the highest
standards  of  business  ethics,  and  to  full,  fair  and  accurate  financial
disclosure in accordance with applicable  law. As part of that  commitment,  the
Company  has  adopted  the  following  Business  Code of  Ethics  and  Corporate
Governance  (the "Code").  This Code outlines  certain rules and guidelines that
the Company believes are encompassed in our commitment.

   SPECIAL OBLIGATIONS FOR EMPLOYEES WITH FINANCIAL REPORTING RESPONSIBILITIES

      As a public  company,  it is of  critical  importance  that the  Company's
filings  with the  Securities  and Exchange  Commission  be accurate and timely.
Depending on their  position  with the Company,  employees may be called upon to
provide  information  to assure that the Company's  public reports are complete,
fair and  understandable.  The Company expects all of its personnel to take this
responsibility  very  seriously  and to provide  prompt and accurate  answers to
inquiries related to the Company's public disclosure requirements.

      The Finance Department bears a special responsibility to stakeholders both
inside and  outside of the  Company.  The Chief  Executive  Officer  and Finance
Department  personnel  must adhere to the Code as well as the Financial  Code of
Ethics referred to below in order to ensure the fair and timely reporting of the
Company's  financial  results and  condition.  Because of this special role, the
Chief Executive Officer and all members of the Company's Finance  Department are
bound by the following  Financial Code of Ethics,  and by accepting the Code, as
demonstrated by their continued employment, each agrees that he or she will:

o     Act honestly and  ethically,  including the ethical  handling of actual or
      apparent   conflicts  of  interest   between   personal  and  professional
      relationships;

o     Provide  information  that is  accurate,  complete,  objective,  relevant,
      timely and  understandable  to ensure full, fair,  accurate,  timely,  and
      understandable  disclosure in reports and documents that The Company files
      with,   or  submits  to,   government   agencies   and  in  other   public
      communications;

o     Comply with rules and regulations of federal,  state, provincial and local
      governments, and other appropriate private and public regulatory agencies;

o     Act in good faith,  responsibly,  with due care, competence and diligence,
      without  misrepresenting  material  facts or  allowing  one's  independent
      judgment to be subordinated;

o     Respect the confidentiality of information acquired in the course of one's
      work except when  authorized or otherwise  legally  obligated to disclose.
      Confidential  information acquired in the course of one's work will not be
      used for personal advantage;

o     Share knowledge and maintain relevant skills; and

o     Achieve  responsible  use of and  control  over all assets  and  resources
      employed or entrusted to their care.

                   RESOLVING PROBLEMS AND REPORTING VIOLATIONS

EXPRESSING CONCERNS OR SUGGESTIONS

      The Company considers open and honest communications to be a vital part of
the work  environment.  You are  encouraged  to share your  ideas,  suggestions,
questions, or any concerns. Generally it is appropriate to take your suggestions
or concerns to your manager first.  In some cases it may be more  appropriate to
take your  concern to the next level of  management,  Human  Resources or to the
Legal  Department.  In any event, you are free to communicate with any member of
management  whom you feel  can  best  address  your  issue.  Your  thoughts  and
contributions  are  important  to us.  No one  will be  penalized,  formally  or
informally,  for voicing a complaint in a reasonable,  business-like  manner, or
for using the problem resolution procedures described below.

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INTERPRETATION OF THIS CODE

      If you  have  any  questions  about  the  meaning  or  application  of any
provision of this Code, you should ask your  supervisor or your Human  Resources
representative,  or  you  may  address  your  question  directly  to  the  Legal
Department.

REPORTING VIOLATIONS

General

      The Company believes that honesty, adherence to high ethical standards and
compliance  with  the law on the  part  of all of its  employees,  officers  and
directors are essential to the Company's  success.  The employees,  officers and
directors of the Company share a responsibility to assure that the Company lives
up to those values.  That includes taking appropriate steps to remedy violations
of this Code.  If you become  aware of any  violation  of this Code,  you should
report it promptly to the Human Resources Department,  a member of management, a
member of the Legal Department, or a member of the Board of Directors.

Accounting or Financial Matters

      If you become aware of any:

o     Material  violation  of the  provisions  of this Code related to financial
      reporting and record-keeping;

o     Act or practice  that you believe  may involve a financial  or  accounting
      fraud;

o     Violation of the federal securities laws;

o     Circumvention  or attempt to circumvent the Company's  systems of internal
      controls; or

o     Act or  practice  that may in some  other way lead to false or  misleading
      financial reporting by the Company.

you should  immediately report the matter to the Chief Financial Officer or to a
member of the Board of Directors.

ENFORCEMENT

General

      When any  alleged  violation  of a  provision  of this  Code  comes to the
attention of officers or employees with  responsibility  for  enforcement of the
provision,  they must  assure  that the  matter  is  investigated  promptly  and
appropriate remedial action taken. When appropriate, especially for more serious
violations,  the persons  responsible for enforcement  should consult with their
supervisors  or an attorney in the Legal  Department.  If there are  allegations
that the Company,  or someone acting on its behalf, has violated,  is violating,
or is  about to  violate  the law,  the  Legal  Department  should  be  notified
immediately.

Directors and executive officers

      Matters that involve directors or executive  officers of the Company shall
generally be referred to the Board of Directors.  Matters involving  allegations
of financial or accounting  impropriety shall be referred to the Chief Financial
Officer or the Board of Directors for action. The individual to which any matter
is referred  shall  promptly  investigate  and take such steps as the individual
determines  to be proper to resolve the matter,  including  referral to the full
Board of Directors for final action.  The  individual may call on such resources
of the Company,  and such outside  advisors,  as it may require to carry out its
responsibilities.  If the Board of Directors determines to waive the application
of any  provision of this Code to a director or executive  officer,  the Company
shall make  public  disclosure  of the  waiver not later than its next  periodic
filing with the Securities and Exchange Commission.

      Violations of this Code including failures to report potential  violations
by others,  will be viewed as a disciplinary matter that may result in personnel
action, including termination of employment.