THIS NOTE AND THE SECURITIES  ISSUABLE UPON THE CONVERSION  HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT").
SUCH  SECURITIES  MAY NOT BE SOLD,  OFFERED  FOR SALE,  TRANSFERRED,  PLEDGED OR
OTHERWISE  HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT IN
EFFECT WITH RESPECT TO SUCH SECURITIES  UNDER THE SECURITIES ACT, OR DELIVERY OF
AN OPINION OF COUNSEL IN FORM AND SUBSTANCE  SATISFACTORY  TO THE ISSUER OF SUCH
SECURITIES  THAT  REGISTRATION  UNDER THE  SECURITIES  ACT IS NOT REQUIRED  WITH
RESPECT TO SUCH SALE, OFFER FOR SALE, TRANSFER, PLEDGE OR OTHER HYPOTHECATION OF
SUCH  SECURITIES.  THIS NOTE MUST BE  SURRENDERED  TO THE  ISSUER  HEREOF OR ITS
TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE,  TRANSFER,  PLEDGE OR OTHER
HYPOTHECATION OF ANY INTEREST HEREIN.

                               IQ BIOMETRIX, INC.,
                       SECURED CONVERTIBLE PROMISSORY NOTE

AMOUNT: $225,000                                 PAYMENT SCHEDULE: SEE EXHIBIT A

      THIS CERTIFIES THAT, for value received, IQ BIOMETRIX, Inc., a Delaware
corporation and all subsidiaries, (collectively the "COMPANY"), promises to pay
to Investors (the "HOLDER"), or its registered assigns, the principal sum of up
to Two Hundred Twenty Five Thousand Dollars ($225,000) the payment amounts
("INSTALLMENTS") set forth on Exhibit A, together with simple interest accruing
at the rate of ten percent (10%) per annum (computed on the basis of a 365 day
year) commencing from the date of issuance of each installment and, at the sole
election of the Holder, will be payable in either: (i) shares of the Company's
Common Stock, or equivalent substitute equity securities of the Company, if any
(collectively referred to as the "COMMON STOCK") on the date of conversion as
provided herein or (ii) cash. Any Common Stock purchased by Holder will be
subject to the most favorable terms and conditions, including price, granted to
any other purchaser of Common Stock.

      The  following  is a  statement  of the  rights  of  the  Holder  and  the
conditions  to which  this  Note is  subject,  and to which the  Holder,  by the
acceptance of this Note, hereby agrees:

      1. CONVERSION. At the sole option of the Holder, the outstanding principal
and  accrued  interest  under this Note will be  convertible  into shares of the
Company's Common Stock as follows:

            (A) OPTION TO  CONVERT.  If at any time the  Company  consummates  a
financing  for the sale of shares of  Common  Stock in which the gross  offering
proceeds to the Company are equal to or greater  than an  aggregate  of at least
One Million Five Hundred Thousand Dollars ($1,500,000) (including any conversion
of debt into equity in connection  therewith) (a "QUALIFIED  FINANCING"),  then,
subject to the conditions set forth herein,  at the election of the Holder,  the
principal  and  interest  due under this Note will  convert  into that number of
shares of the  Common  Stock (or the same  class  and  series of any  equivalent
substitute equity securities) sold by the Company in such Qualified Financing.
<PAGE>

            (B)  CONVERSION  UPON  LIQUIDATING  EVENT.  Upon the occurrence of a
Liquidating  Event  prior to payment in full of all  outstanding  principal  and
interest  due  hereunder  in a  Conversion  Event  or  otherwise,  then all such
outstanding principal and interest will, at the Holder's election,  convert into
that number of shares of the Common Stock as is equal to the  quotient  obtained
by dividing:  (i) the  aggregate  amount of principal  and accrued  interest due
under this Note as of the closing of such Liquidating Event, by (ii) fifty cents
($0.50) per share (any such event of  conversion  being  referred to herein as a
"LIQUIDATING  CONVERSION  EVENT").  The  conversion  of this Note into shares of
Common Stock in connection  with a Liquidating  Event will be deemed to occur as
of the date of closing of a Liquidating  Event, or the date of the first closing
in a series of closings  constituting a Liquidating  Event. For purposes of this
Section 1(b), a "LIQUIDATING  EVENT" will mean: (i) a merger or consolidation of
the Company into or with  another  corporation;  (ii) a sale,  transfer or other
disposition of all or substantially  all of the assets of the Company;  or (iii)
the  effectuation  by  the  Company  of  a  transaction  or  series  of  related
transactions  in which more than fifty  percent (50%) of the voting power of the
Company is transferred within a three-month period.

            (C)  CONVERSION  PROCEDURE.  The  Company  will notify the Holder in
writing of the terms of any Qualified  Financing or  Liquidating  Event at least
five (5)  business  days  before the  closing  of such  Qualified  Financing  or
Liquidating  Event.  Upon the  occurrence of a Conversion  Event or  Liquidating
Conversion  Event,  the  outstanding  principal and interest due under this Note
will  convert at  Holder's  option  into that  number of shares of Common  Stock
issuable  upon  conversion  of this Note pursuant to Section 1(a) or 1(b) hereof
provided that: (i) the Holder executes and delivers a definitive  stock purchase
agreement, which will include customary investment representations, and which is
substantially  identical in form and substance to the stock  purchase  agreement
executed and  delivered by all other  investors in such  Qualified  Financing or
Liquidating  Event,  and (ii) this Note is  surrendered  to the  Company  or its
transfer agent for cancellation upon the effectiveness of such conversion, or in
lieu thereof the Holder  notifies  the Company or its  transfer  agent that this
Note has been lost, stolen, or destroyed and executes an agreement,  in form and
substance reasonably  satisfactory to the Company, in which the Holder agrees to
indemnify  the  Company  for,  from and  against  any and all loss  suffered  or
incurred by the Company in connection  with the  conversion of this Note without
the surrender  thereof.  Upon the  conversion  of this Note in  accordance  with
Section  1(a) or 1(b) hereof and the  surrender  of this Note to the Company for
cancellation,  the Company will, at its expense, issue and deliver to the Holder
a  certificate  or  certificates  evidencing  that  number  of  shares of Equity
Securities  issuable  upon  conversion  of this Note pursuant to Section 1(a) or
1(b) hereof to which the Holder is entitled upon such  conversion  (bearing such
legends as are required by applicable  state and federal  securities laws in the
opinion of counsel to the Company),  together with a check payable to the Holder
for any cash amounts payable in accordance with Section 1(d) hereof.


                                       2
<PAGE>

            (D)  FRACTIONAL  SHARES.  No  fractional  shares will be issued upon
conversion of this Note. In lieu thereof,  the Company will pay to the Holder an
amount in cash equal to the product obtained by multiplying the conversion price
applied to effect such conversion by the fraction of a share not issued pursuant
to the previous sentence.

            (E) EFFECT OF CONVERSION.  Upon  conversion of this Note pursuant to
Section  1(a)  hereof,  delivery to the  Company of this Note for  cancellation,
delivery  to the  Holder  of  the  certificate  or  certificates  issuable  upon
conversion  of this Note  pursuant to Section  1(b)  hereof,  and payment to the
Holder for fractional  shares pursuant to Section 1(d) hereof,  the Company will
be released  automatically from any and all further  obligations and liabilities
under this Note,  and this Note will  thereafter be void and of no further force
or effect.

      2. CASH PAYMENT;  OPTION TO PURCHASE COMMON STOCK. If the Holder elects to
be paid in Cash, the Company will pay all of the principal and accrued  interest
due under this Note in strict accordance with Payment Schedule listed on Exhibit
A. If the outstanding  principal and accrued  interest  hereunder is paid to the
Holder in the form of cash,  then the Holder may elect to purchase shares of the
Company's  Common Stock,  subject to the terms set forth in Section 1(a) or 1(b)
above.  Any  Common  Stock  purchased  by  Holder  will be  subject  to the most
favorable terms and conditions,  including price, granted to any other purchaser
of Common Stock, respectively.

      3. SECURITY INTEREST.

            (A) GRANT.  Company  hereby  grants to the  Holder a first  priority
security  interest  in all of the  assets  described  in  Exhibit B hereto  (the
"ASSETS"),  as amended from time to time to reflect  changes in location of such
Assets (the  "SECURITY  INTEREST").  The Security  Interest  secures any amounts
owing by the Company to the Holder under this Note.

            (B)  PERFECTION OF SECURITY  INTEREST.  The Company will perfect the
Security Interest including, without limitation,  aiding the Holder in executing
and filing a form UCC-1  Financing  Statement  with the  Delaware  Secretary  of
State, and executing such supplemental security agreements,  notes and any other
documents that the Holder deems  reasonably  necessary or  appropriate  for such
purpose.  The  Company  will  file the  UCC-1 in less  than 30 days and bear all
associated costs.

            (C) TERM. The Security  Interest shall terminate upon the payment in
full by the Company of all amounts due under this Note. At such time, the Holder
agrees to execute  promptly all such documents as the Company requests to attest
that the Security Interest has terminated.

            (D) APPOINTMENT AS ATTORNEY IN FACT. If the Holder is unable for any
reason,  after  reasonable  effort,  to secure the  signature  of an  authorized
officer of the Company on any  document  needed in  connection  with the actions
specified  in Section  3(b),  the  Company  hereby  irrevocably  designates  and
appoints the Holder and its duly authorized officers and agents as its agent and
attorney in fact, which appointment is coupled with an interest,  to act for and
on his behalf to execute, verify and file any such documents and to do all other
lawfully  permitted  acts to further the  purposes of Section 3(b) with the same
legal force and effect as if executed by an authorized officer of the Company.


                                       3
<PAGE>

            (E) REMEDIES.

                  (I)  Pursuant  to Section  6(c),  if an Event of  Default  (as
defined below) occurs:

                        (A) Holder may declare all obligations secured hereby to
be immediately due and payable  without  presentment,  demand,  protest or other
notice of any kind, all of which are hereby expressly waived.

                        (B)  Holder  may  exercise  and  shall  have any and all
rights and remedies  accorded it by the Delaware Uniform  Commercial Code or the
Uniform  Commercial  Code as  adopted  in  such  state  whose  laws  govern  the
disposition of the Assets. The requirement of reasonable notice shall be met, if
notice  containing such  information as may be required under  applicable law is
mailed,  postage  prepaid,  to the Company or other person  entitled  thereto at
least ten (10) days  (including  non-business  days)  before the time of sale or
disposition of the Assets. The Company shall pay to Holder on demand any and all
expenses,  including  reasonable legal expenses and reasonable  attorney's fees,
incurred  or paid by Holder in  protecting  or  enforcing  any  rights of Holder
hereunder,  including its right to take  possession  of the Assets,  storing and
disposing of the same or in collecting the proceeds thereof.

                  (II) The Company  understands  and agrees  Holder may exercise
its  rights  hereunder  without  affording  the  Company  an  opportunity  for a
preseizure hearing before Holder,  through judicial process or otherwise,  takes
possession  of the Assets upon the  occurrence  of an Event of Default,  and the
Company  expressly  waives  its  constitutional  right,  if any,  to such  prior
hearing.

                  (III) No delay in accelerating  the maturity of any obligation
as  aforesaid or in taking any other action with respect to any Event of Default
or in exercising any rights with respect to the Assets such affect the rights of
Holder later to take such action with respect  thereto,  and no waiver as to one
Event of Default shall affect rights as to any other default.

      4. INTEREST. This Note will bear interest at the rate of ten percent (10%)
per  annum  commencing  from  the  date  of  issuance  of each  installment  and
terminating  upon the payment in full of all  outstanding  unpaid  principal due
under this Note.

      5. EVENTS OF DEFAULT.

            (A) So long as this Note will  remain  unpaid in whole or in part as
to either principal or interest, each of the following will constitute an "EVENT
OF DEFAULT" under this Note:


                                       4
<PAGE>

                  (I)  the   commencement  of  an  involuntary   case  or  other
proceeding  against the Company  seeking  liquidation,  reorganization  or other
relief  with  respect  to it or  its  debts  under  any  applicable  bankruptcy,
insolvency  or other  similar  law now or  hereafter  in effect,  or seeking the
appointment   of  a  receiver,   liquidator,   assignee,   custodian,   trustee,
sequestrator (or similar official) of the Company or for any substantial part of
the property of the Company or the winding up or  liquidation  of the affairs of
the Company,  and such case or proceeding remains unstayed and undismissed for a
period of thirty  (30)  days,  or an order for  relief is  entered  against  the
Company under the federal bankruptcy laws as now or hereafter in effect; or

                  (II) the commencement by the Company of a voluntary case under
any applicable  bankruptcy,  insolvency or other similar law now or hereafter in
effect,  or consent to the entry of an order for relief in an  involuntary  case
under any such law,  or consent to the  appointment  or taking  possession  by a
receiver,  liquidator,  assignee,  custodian,  trustee, sequestrator (or similar
official)  of the  Company or for any  substantial  part of the  property of the
Company,  or the  Company  makes  any  general  assignment  for the  benefit  of
creditors,  or fails  generally  to pay its debts as they come due, or takes any
corporate action to authorize any of the foregoing; or

                  (III) failure on the part of the Company to observe or perform
any of the covenants  contained in this Note and continuance of such failure for
a period of ten (10) days following receipt of notice from the Holder specifying
such covenant and the nature of the Company's non-performance.

            (B) If an Event of  Default  will occur and be  continuing,  then so
long as the Event of Default  will  continue to exist the Holder may, by written
notice to the  Company,  declare  the  unpaid  principal  amount  of this  Note,
together with all interest  accrued  hereunder,  to be forthwith due and payable
immediately in cash,  without further  presentment,  demand,  protest or further
notice of any kind, all of which are hereby expressly waived by the Company,  to
the fullest extent permitted by applicable law.

            (C) If an Event of  Default  occurs,  at  Holder's  sole  discretion
Holder may (i) seize the Assets in accordance  with Section 3; or (ii) authorize
its personnel to provide  management  advisory  services to the Company with the
purpose of  monitoring  the  Company's  cash flow and  attempting  to assist the
company in curing the economic situation causing the event of default.

      6. TRANSFER OF THIS NOTE OR SECURITIES ISSUABLE UPON CONVERSION HEREOF.

            (A) The Holder will give written  notice to the Company prior to any
offer,  sale or other  disposition  of this Note or any  securities  issuable or
issued  upon the  conversion  hereof,  describing  in each case the  manner  and
circumstances  thereof,  together with a written opinion of the Holder's counsel
in form and substance reasonably satisfactory to the Company, to the effect that
such offer, sale or other  distribution may be effected without  registration or
qualification  under  any  federal  or state  securities  or other  laws then in
effect.   Promptly  upon  receiving  any  such  written  notice  and  reasonably
satisfactory  opinion,  if so requested,  as promptly as practicable the Company
will  notify the Holder  that the Holder may sell or  otherwise  dispose of this
Note or other such  securities,  all in accordance  with the terms of the notice
delivered  to the Company.  If a  determination  has been made  pursuant to this
Section  7 that  the  opinion  of  counsel  for  the  Holder  is not  reasonably
satisfactory  to the  Company,  the Company  will so notify the Holder  promptly
after such  determination  has been made and the proposed  offer,  sale or other
disposition  of this Note will not occur,  and any  attempted  transfer or other
disposition hereof will be null and void. Notwithstanding the foregoing, no such
registration statement or opinion of counsel will be necessary for a transfer by
the Holder to a partner or Member,  retired partner,  spouse, lineal descendant,
sibling  or  ancestor  of  such  partner  or  Member,  subsidiary  or any  other
affiliated  company of the  Holder,  if the  transferee  agrees in writing to be
subject to the terms hereof to the same extent as the Holder.


                                       5
<PAGE>

            (B) Each Note transferred in accordance with this Section 7 and each
article representing the securities  transferred in accordance with this Section
7 will bear a legend as to the applicable  restrictions  on  transferability  in
order to ensure  compliance  with the  Securities  Act of 1933,  as amended (the
"SECURITIES ACT"),  unless in the opinion of counsel for the Company such legend
is not  required in order to ensure  compliance  with the  Securities  Act.  The
Company may issue stop transfer instructions to its transfer agent in connection
with such restrictions. Subject to the foregoing, transfers of this Note will be
registered  upon  registration  books  maintained for such purpose by, for or on
behalf of the Company.  Prior to presentation  of this Note for  registration of
transfer,  the Company will treat the registered holder thereof as the owner and
Holder of this Note for all purposes whatsoever.

      7. PREPAYMENT WITHOUT PENALTY.  The Company may make optional  prepayments
of principal on this Note without penalty or premium at any time or from time to
time,  provided that any such  prepayment  will be accompanied by the payment of
accrued and unpaid  interest on the amount being prepaid through the date of the
prepayment.  All prepayments on this Note, whether voluntary or mandatory,  will
be credited  first against  accrued and unpaid  interest and the balance will be
credited against unpaid principal.

      8. REPRESENTATIONS OF THE COMPANY

            (A) ORGANIZATION, GOOD STANDING AND QUALIFICATION.  The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of  Delaware.  The Company has all  requisite  corporate  power and
authority to own and operate its properties  and assets,  to execute and deliver
this Agreement, to issue and sell the Common Stock and the Common Stock issuable
upon  conversion  of the Common  Stock and to carry out the  provisions  of this
Agreement  and to carry on its business as presently  conducted and as presently
proposed to be conducted.  The Company is duly qualified and is authorized to do
business and is in good standing as a foreign  corporation in all  jurisdictions
in which the nature of its  activities  and of its  properties  (both  owned and
leased) makes such qualification  necessary,  except for those  jurisdictions in
which failure to do so would not have a material  adverse  effect on the Company
or its business.


                                       6
<PAGE>

            (B) AUTHORIZATION;  BINDING OBLIGATIONS. All corporate action on the
part of the Company, its officers,  directors and shareholders necessary for the
authorization of this Note and the performance of all obligations of the Company
hereunder and the authorization, sale, issuance and delivery of the Common Stock
and the Common  Stock  issuable  upon  conversion  of the Common  Stock has been
taken.  This Note,  when  executed  and  delivered,  will be a valid and binding
obligation of the Company enforceable in accordance with its terms,  except: (i)
as limited by applicable bankruptcy, insolvency,  reorganization,  moratorium or
other laws of general  application  affecting  enforcement of creditors' rights;
and (ii)  general  principles  of  equity  that  restrict  the  availability  of
equitable  remedies.  The sale of the Common Stock and the Common Stock issuable
upon  conversion  of the  Common  Stock is not and will  not be  subject  to any
preemptive  rights or rights of first refusal that have not been properly waived
or complied with.

            (C) COMPLIANCE WITH OTHER INSTRUMENTS. The execution,  delivery, and
performance of and  compliance  with this Note, and the issuance and sale of the
Common Stock and the Common Stock issuable upon  conversion of the Common Stock,
will not, with or without the passage of time or giving of notice, result in any
such  material  violation,  or be in conflict with or constitute a default under
any such  term,  or  result  in the  creation  of any  mortgage,  pledge,  lien,
encumbrance or charge upon any of the properties or assets of the Company or the
suspension,  revocation,  impairment,  forfeiture  or  nonrenewal  of any permit
license,  authorization or approval  applicable to the Company,  its business or
operations or any of its assets or properties.

            (D) RESERVE OF STOCK.  The Company will at all times keep reserved a
sufficient  number of authorized  shares of Common Stock and Common  Stock,  and
will make appropriate  provision for their issuance, to comply with the terms of
this Note.

      9. REPRESENTATIONS OF THE HOLDER. As a condition to the Company's sale and
delivery of this Note to the Holder, the Holder represents and warrants that:

            (A)  AUTHORIZATION.  The  Holder  has full  power and  authority  to
execute and accept delivery of this Note.

            (B) PURCHASE  ENTIRELY FOR OWN ACCOUNT.  The Note,  the Common Stock
issuable  upon  conversion  of the  Note  and any  Common  Stock  issuable  upon
conversion of the Common Stock (collectively, the "SECURITIES") will be acquired
for investment for the Holder's own account,  not as a nominee or agent, and not
with a view to the resale or  distribution  of any part thereof,  and the Holder
has no present intention of selling, granting any participation in, or otherwise
distributing  the same.  The  Holder  does not have any  contract,  undertaking,
agreement  or   arrangement   with  any  person  to  sell,   transfer  or  grant
participation  in any of the  Securities  to such person or to any third person.
The Holder has full power and authority to enter into this Agreement.


                                       7
<PAGE>

            (C) DISCLOSURE OF  INFORMATION.  The Holder believes it has received
all the information it considers  necessary or appropriate for deciding  whether
to purchase the Note.  The Holder has had an  opportunity  to ask  questions and
receive  answers  from the Company  regarding  the terms and  conditions  of the
offering and sale of the Note.

            (D) INVESTMENT  EXPERIENCE.  The Holder is an investor in securities
of companies in the development  stage and acknowledges  that it is able to fend
for itself and bear the economic risk of this investment, including the complete
loss  thereof and has such  knowledge  and  experience  in financial or business
matters that it is capable of evaluating  the merits and risks of the investment
in the Note.  The Holder has not been organized for the purpose of acquiring the
Securities.

            (E) FINANCIAL  RISK. The Holder has such knowledge and experience in
financial  and business  matters as to be capable of  evaluating  the merits and
risks of its  investment,  and has the ability to bear the economic risks of its
investment.

            (F) ACCREDITED HOLDER. The Holder is an "accredited investor" within
the  meaning  of the  Securities  and  Exchange  Rule  501 of  Regulation  D, as
presently in effect.

            (G)  RESTRICTED   SECURITIES.   The  Holder   understands  that  the
Securities it is purchasing are  characterized as "restricted  securities" under
the federal securities laws inasmuch as they are being acquired from the Company
in a transaction  not  involving a public  offering and that under such laws and
applicable  regulations such securities may be resold without registration under
the Securities Act only in certain limited  circumstances.  In this  connection,
the Holder is familiar  with Rule 144, as presently in effect,  and  understands
the resale  limitations  imposed  thereby and by the Securities  Act. The Holder
understands  Rule 144 is not currently  available for the sale of the Securities
and may never be so available.

            (H) FURTHER LIMITATIONS ON DISPOSITION.  Without in any way limiting
the  representations  set forth above, the Holder further agrees not to make any
disposition  of all or any  portion  of the  Securities  (other  than the  valid
exercise or conversion thereof in accordance with their respective terms) unless
and until:

                  (I) there is then in effect a Registration Statement under the
Securities Act covering such proposed  disposition and such  disposition is made
in accordance with such Registration Statement; or

                  (II) the Holder will have notified the Company of the proposed
disposition and will have furnished the Company with a detailed statement of the
circumstances  surrounding  the  proposed  disposition,  and if requested by the
Company,  the Holder will have furnished the Company with an opinion of counsel,
reasonably  satisfactory to the Company,  that such disposition will not require
registration  of  such  shares  under  the  Securities  Act or  registration  or
qualification under any applicable state securities laws.


                                       8
<PAGE>

                  (III)    Notwithstanding   the   foregoing,    no   investment
representation letter or opinion of counsel will be required for any transfer of
any  Securities:  (i) in compliance with Rule 144 or Rule 144A of the Securities
Act; or (ii) by gift, will or intestate  succession by such holder to his or her
spouse or lineal descendants or ancestors or any trust for any of the foregoing;
provided that in each of the foregoing cases the transferee agrees in writing to
be subject to the terms of this  Agreement.  In  addition,  if the Holder of any
Securities  delivers to the Company an  unqualified  opinion of counsel  that no
subsequent  transfer of such  Securities  will  require  registration  under the
Securities  Act, the Company will,  upon such  contemplated  transfer,  promptly
deliver  new  documents/certificates  for such  Securities  that do not bear the
legend set forth in Section 8(i) hereof.

            (I) LEGENDS.  It is understood that the certificates  evidencing the
Securities may bear one or all of the following legends:

                        (I)  "THESE  SECURITIES  HAVE NOT BEEN  REGISTERED UNDER
                  THE SECURITIES ACT OF 1933, AS  AMENDED. THEY MAY NOT BE SOLD,
                  OFFERED FOR SALE,  PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A
                  REGISTRATION   STATEMENT   IN  EFFECT  WITH   RESPECT  TO  THE
                  SECURITIES   UNDER   SUCH  ACT  OR  AN   OPINION   OF  COUNSEL
                  SATISFACTORY  TO THE  COMPANY  THAT SUCH  REGISTRATION  IS NOT
                  REQUIRED."

                  (II) Any legend  required by the laws of the State of Delaware
or any other  applicable  state,  including any legend  required by the Delaware
Department of Corporations and sections 417 and 418 of the Delaware Corporations
Code.

      10. MISCELLANEOUS.

            (A) GOVERNING  LAW.  This Note and all actions  arising out of or in
connection  with this Note will be governed by and construed in accordance  with
the laws of the State of Delaware.

            (B) SUCCESSORS AND ASSIGNS.  Subject to the restrictions on transfer
described in Section 7 hereof, the rights and obligations of the Company and the
Holder of this Note will be binding  upon and benefit the  successors,  assigns,
heirs, administrators and transferees of the parties.

            (C) WAIVER AND AMENDMENT. Any provision of this Note may be amended,
waived or modified  upon the written  consent of the Company and the Holder.  In
case  any  provision  of  this  Note  is  deemed  to  be  invalid,   illegal  or
unenforceable,  the  validity,  legality  and  enforceability  of the  remaining
provisions will not in any way be affected or impaired thereby.


                                       9
<PAGE>

            (D) NOTICES. In the case of the Company, at its then-current address
and, in the case of the Holder,  at the address  indicated on the signature page
hereof.  Any  notice,  request  or other  communication  required  or  permitted
hereunder  will be in  writing  and will be deemed  to have  been duly  given if
personally delivered or mailed by registered or certified mail, postage prepaid,
or by recognized overnight courier or personal delivery. Any party hereto may by
notice so given change its address for future notice hereunder.

            (E) SEVERABILITY. In case any provision of this Note is deemed to be
invalid, illegal or unenforceable,  the validity, legality and enforceability of
the remaining provisions will not in any way be affected or impaired thereby.

            (F) LEGAL  EXPENSES.  The Company shall pay one  investor's  counsel
reasonable legal fees of $5,000 and its related expenses  incurred in connection
with the preparation,  negotiation,  execution, delivery and performance of this
Agreement and the transactions contemplated by this Agreement.

                            [SIGNATURE PAGE FOLLOWS]


                                       10
<PAGE>

      IN WITNESS  WHEREOF,  the  Company has caused this Note to be issued as of
the date first written above.

                               IQ BIOMETRIX, INC.


                               By:
                                  ----------------------------------------------
                                  Name: Michael P Walsh
                                        ----------------------------------------
                                  Title: CFO
                                         ---------------------------------------

Acknowledged and Accepted:


By:
   ----------------------------------------
Name:
     --------------------------------------
Address:
        -----------------------------------

        -----------------------------------


                                       11
<PAGE>

                                    EXHIBIT A

                                PAYMENT SCHEDULE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
       LOAN DATE              DUE DATE                    HOLDER                LOAN AMOUNT
--------------------------------------------------------------------------------------------------
<S>                       <C>                     <C>                             <C>
       May 2004           August 31, 2004         Forte' Capital Partners         $50,000
--------------------------------------------------------------------------------------------------
       July 2004          August 31, 2004             John Micek Jr.              $25,000
--------------------------------------------------------------------------------------------------
       July 2004          August 31, 2004         Forte' Capital Partners         $50,000
--------------------------------------------------------------------------------------------------
      August 2004         August 31, 2004             John Micek Jr.              $50,000
--------------------------------------------------------------------------------------------------
      August 2004         August 31, 2004         Forte' Capital Partners         $50,000
--------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                                    EXHIBIT B

                                     ASSETS

      1. Security Interest.

            (a)  Grant  of  Security  Interest.  As  security  for  any  and all
obligations  of the  Company  under this Note (the  "OBLIGATIONS"),  the Company
hereby grants to the Holder a security interest in the following property of the
Company (the  "COLLATERAL"),  superior to all other security  interests,  except
those security  interests  expressly  subordinated  by the Holder:  all personal
property and  fixtures of the Company,  or in which the Company has an interest,
whether  now owned or  hereafter  created,  acquired or  arising,  and  wherever
located, including without limitation:

                  (i) all accounts, accounts receivable, chattel paper, security
agreements and debts secured thereby,  documents,  notes,  drafts,  instruments,
contract rights,  general intangibles,  all guarantees and security therefor and
all returned goods (the "ACCOUNTS");

                  (ii) all inventory and goods wherever located,  including, but
not limited to, raw materials,  work in process and finished  goods,  goods held
for  sale or  lease,  goods  under  lease or  consignment  held by  others,  and
materials used or consumed in the Company's business;

                  (iii) all deposit accounts;

                  (iv) all patents,  patent  applications,  copyrights,  service
marks,  trade  names,  trademarks,   trademark  registrations,   trade  secrets,
know-how, general intangibles, maskwork rights and maskwork registrations of the
Company;

                  (v) all equipment, fixtures, and farm products;

                  (vi)   all   proceeds,   products,   additions,   accessories,
substitutions and replacements of the foregoing,  including, but not limited to,
money,  goods,  insurance  proceeds,  and other tangible or intangible  property
received upon the sale or disposition of the foregoing.