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:           170,000

         Total Exercise Price:                     $17,000

         Type of Option:                           170,000   Shares Incentive
                                                                Stock Option

                                                             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:
                                                   50,000 of the shares subjuct
                                                   to the Option shall vest
                                                   immediately, 10,000 of the
                                                   Shares subject to the Option
                                                   shall vest and become
                                                   exercisable on the 3 month
                                                   anniversary of the Vesting
                                                   Commencement Date and 10,000
                                                   of the total number of Shares
                                                   subject to the Option shall
                                                   vest and become exercisable
                                                   each quarter 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.


Paul Schroeder               Eric A. McAfee
                             Executive Vice President



<PAGE>


0417146.03                                             -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 Paul Schroeder ("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]


<PAGE>



         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.


Paul Schroeder



                                                     Eric A. McAfee
Dated:                                               Executive Vice President





<PAGE>


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 Paul Schroeder
("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) the 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]


<PAGE>


         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:

                         Paul Schroeder

                         --------------------------------------------------
                         (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 _____________________



<PAGE>


Exhibit 10[1].14.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."



<PAGE>


                                     RECEIPT


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




Dated:  _______________
                                            ------------------------------------
                                                     Paul Schroeder





<PAGE>


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 the
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:
                                           -----------------------------------