THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933,  AS AMENDED (THE "ACT"),  OR UNDER THE  SECURITIES  LAWS OF CERTAIN
STATES.  THESE  SECURITIES ARE SUBJECT TO  RESTRICTIONS ON  TRANSFERABILITY  AND
RESALE AND MAY NOT BE  TRANSFERRED  OR RESOLD EXCEPT AS PERMITTED  UNDER THE ACT
AND THE APPLICABLE STATE SECURITIES LAWS,  PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM.  INVESTORS  SHOULD  BE AWARE  THAT THEY MAY BE  REQUIRED  TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE  PERIOD OF TIME. THE ISSUER
OF THESE  SECURITIES  MAY  REQUIRE AN  OPINION OF COUNSEL IN FORM AND  SUBSTANCE
SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS
IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

                               WARRANT TO PURCHASE
                       COMMON STOCK OF IQ BIOMETRIX, INC.

Warrant Holder:                 John Micek, Jr., LLC
Number of Shares:               50,000
Class of Stock:                 Common Stock
Initial Exercise Price:         $0.50 per share
Issue Date:                     August 17, 2004
Expiration Date:                August 17, 2009

      In connection with the Secured Convertible Promissory Note (the "NOTE") by
the  Investors  (the  "HOLDER")  listed on  Exhibit A of the Note dated July 16,
2004, as updated  August 17, 2004, the Company hereby grants Holder the right to
purchase  from the Company,  shares of the  Company's  Common Stock (the "COMMON
STOCK") according to the price, terms and conditions described herein.

      1. TERM. This Warrant,  with respect to any shares of Common Stock,  shall
terminate  five (5) years from the date of issuance.  The purchase price and the
number of shares  for which the  Warrant  is  exercisable  shall be  subject  to
adjustment as provided below.

      2. AMOUNT AND EXERCISE  PRICE.  Holder will be entitled to purchase  fifty
thousand  (50,000) shares of Common Stock.  The exercise price per share for the
shares of Common  Stock  purchased  upon  exercise  of this  Warrant  ("EXERCISE
PRICE") shall be $0.50.

      3. ADJUSTMENTS TO WARRANT. The purchase price and the number of shares for
which this Warrant is exercisable  shall be subject to  proportional  adjustment
for stock splits,  stock dividends,  or similar events and shall be increased or
decreased accordingly.

<PAGE>

      4. EXERCISE OF WARRANT.

            (A) CASH  EXERCISE.  Upon  delivery at the  principal  office of the
Company,  or at such other  address as the  Company may  designate  by notice in
writing to the Holder,  of: (i) this  Warrant;  (ii) a duly  executed  Notice of
Exercise  form in the form  attached  hereto as Exhibit A; and (iii)  payment in
full in lawful money of the United  States (by check payable to the order of the
Company) of the Exercise Price times the number of shares being  purchased,  the
Holder will be entitled to receive a certificate or certificates  for the shares
purchased.  Such shares will be validly issued,  fully paid and  non-assessable.
This  Warrant  will be deemed to have been  exercised  immediately  prior to the
close of business on the day of such delivery, and the Holder will be deemed the
holder of record of the shares  issuable upon such  exercise at such time.  This
Warrant may be  exercised  in whole or in part.  Notwithstanding  any  provision
hereof  to the  contrary,  this  Warrant  may be  exercised  only if the  person
exercising  the  Warrant  makes as of the date of exercise  the  representations
referred to in Exhibit A.

            (B) NET  EXERCISE.  Notwithstanding  any  provisions  herein  to the
contrary,  if the fair market  value of one share of the Common Stock is greater
than the Exercise Price (at the date of calculation as set forth below), in lieu
of exercising  this Warrant by payment of cash,  the Holder may elect to receive
shares equal to the value (as determined  below) of this Warrant (or the portion
thereof being canceled) by surrender of this Warrant at the principal  office of
the Company  together  with the  properly  endorsed  Notice of Exercise in which
event the Company  shall issue to the Holder a number of shares of Common  Stock
computed using the following formula:

                                   X = Y (A-B)
                                       -------
                                          A

Where:
X = the number of shares of Common Stock to be issued to the Holder
Y = the number of shares of Common  Stock  purchasable  under the Warrant or, if
only a portion of the  Warrant is being  exercised,  the  portion of the Warrant
being  canceled (at the date of such  calculation)
A = the fair market  value of one share of the Common Stock (at the date of such
calculation)
B = Exercise Price (as adjusted to the date of such calculation)

      For purposes of the above calculation,  the fair market value of one share
of Common Stock shall be determined by the Company's  Board of Directors in good
faith.  If, on the expiration date of this Warrant,  the Holder fails to validly
effect a cash exercise  pursuant to paragraph 4(a), the Holder will be deemed to
have elected a net exercise pursuant to this paragraph 4(b).

      5.  OTHER  NOTICES.  In case at any time  during the period the Holder may
exercise the Warrants  hereunder the Company  either:  (i) declares any dividend
upon its  Common  Stock or makes any other  distribution  to the  holders of the
Common  Stock;  or (ii) offers pro rata to the  holders of the Common  Stock any
additional  securities  or rights to acquire  securities,  then the Company will
give notice  thereof to the Holder at least  twenty (20) days before the date on
which the books of the Company  will close or the record date for such  dividend
or offer,  which  notice  will  specify  the date on which the holders of Common
Stock will be entitled to such dividend or to receive such securities or rights.
In addition,  if any time during such exercise period the Company is required to
give notice to the holders of the Common Stock as to any capital  reorganization
or  reclassification of the Company's capital stock, any consolidation or merger
of the  Company  with or into  another  entity or entities or the sale of all or
substantially  all the Company's assets to another entity or entities,  then the
Company will provide a similar notice to the Holder within the time required for
the notice to the holders of the Common Stock.


                                       2
<PAGE>

      6. RESERVE OF COMMON STOCK.  The Company will at all times keep reserved a
sufficient   number  of  authorized  shares  of  Common  Stock,  and  will  make
appropriate  provision for their  issuance,  to provide for the exercise of this
Warrant in full.

      7. TRANSFER.  This Warrant will be  transferable by the Holder in whole or
in part and only upon compliance with the  restrictions  upon, and  requirements
for, any such transfer  imposed by applicable  federal or state securities laws,
including,  but not  limited  to those  referred  to in  Section 9. It will be a
further  condition  to any transfer of this  Warrant  that the  transferee  will
execute  and  deliver  to the  Company  appropriate  documentation  whereby  the
transferee adopts the warranties and representations  made by the Holder in this
warrant.

      8.  REPRESENTATIONS  AND  WARRANTIES.  The Holder  represents and warrants
that:

            (A) This Warrant has been acquired by the Holder,  and upon exercise
or  conversion  of the  Warrant  the shares of capital  stock  issued  upon such
exercise or conversion  will be acquired by the Holder,  for  investment and not
with a view to the sale or other distribution  thereof within the meaning of the
Act. The Holder has no present  intention  of selling or otherwise  disposing of
all or any portion of the  Warrant or such  shares (the  Warrant and such shares
are referred to herein as the "RESTRICTED SECURITIES").

            (B)  The  Holder  has  acquired  or  will  acquire  the   Restricted
Securities  for the  Holder's  own  account  and no one else has any  beneficial
ownership in the Restricted Securities.

            (C) The Holder has  conducted  its own due  diligence  review of the
Company's business, and has had access to all information regarding the Company,
its  present  and  prospective  business,   assets,  liabilities  and  financial
condition that the Holder  considers  important to making the decision to invest
in the  Restricted  Securities.  The  Holder  has had ample  opportunity  to ask
questions of and receive answers from the Company's  representatives  concerning
this  investment  and to  obtain  any and all  documents  requested  in order to
supplement or verify any of the information supplied.


                                       3
<PAGE>

            (D) The Holder  recognizes  that the  investment  in the  Restricted
Securities  involves special and substantial risks. The Holder  recognizes:  (i)
the highly  speculative  nature of the  investment;  (ii) the financial  hazards
involved;  (iii) the lack of  liquidity  of the  Restricted  Securities  and the
restrictions  upon   transferability   thereof;   (iv)  the  qualifications  and
backgrounds of the principals of the Company;  and (v) the tax  consequences  of
investment in Restricted Securities, among other matters.

            (E) The Holder is capable of  evaluating  the merits and risks of an
investment in the Restricted  Securities and is financially capable of bearing a
total loss of this investment.

            (F) The Holder  either:  (i) has a preexisting  personal or business
relationship  with the  Company  or its  principals;  or (ii) by  reason  of the
Holder's  business  or  financial  experience,  has the  capacity to protect the
Holder's own interests in connection with this transaction.

            (G)  The  offer  and  sale  of the  Restricted  Securities  was  not
accomplished by the publication of any advertisement.

            (H) The  address  listed  on this  Warrant  is the true and  correct
address of the Holder.

      9. RESTRICTIONS ON TRANSFER. The Holder understands that:

            (A) In reliance upon the  representations  and  warranties set forth
herein,  the Restricted  Securities have not been registered with the Securities
and Exchange Commission (the "SEC"), and accordingly may not be offered, sold or
otherwise transferred except in compliance with the Act.

            (B)  The  Holder  must  bear  the  economic  risk  of  the  Holder's
investment  in the  Restricted  Securities  indefinitely  unless the  Restricted
Securities are  registered  pursuant to the Act or, in the opinion of counsel in
form  and  substance   satisfactory  to  the  Company,  an  exemption  from  the
registration requirement is available.

            (C) The  Holder  cannot  be  assured  that  any  exemption  from the
registration  requirement will be available should the Holder desire to transfer
the Restricted Securities, and, therefore, the Holder may not be able to dispose
of or otherwise transfer the Restricted Securities, under the circumstances,  in
the amounts, or at the time proposed by the Holder.

            (D) Rule 144  promulgated  under the Act, which provides for certain
limited,  routine sales of unregistered  securities,  is not presently available
with  respect  to the  Restricted  Securities,  and  the  Company  is  under  no
obligation  to furnish the  information  that might be  necessary  to enable the
Holder to sell any of the Restricted Securities under Rule 144.

            (E) Only the Company may file a registration  statement with the SEC
and the Company is under no obligation  to do so with respect to the  Restricted
Securities,  nor  does it have  any  obligation  to file  any  other  disclosure
statement with the SEC with respect thereto.


                                       4
<PAGE>

      10.  LEGEND  AND  STOP-TRANSFER   ORDERS.   The  Holder  understands  that
certificates or other instruments  representing any of the Restricted Securities
acquired  by  the  Holder  will  bear  a  legend  substantially  similar  to the
following, in addition to any other legends required by federal or state laws:

THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933,  AS AMENDED (THE "ACT"),  OR UNDER THE  SECURITIES  LAWS OF CERTAIN
STATES.  THESE  SECURITIES ARE SUBJECT TO  RESTRICTIONS ON  TRANSFERABILITY  AND
RESALE AND MAY NOT BE  TRANSFERRED  OR RESOLD EXCEPT AS PERMITTED  UNDER THE ACT
AND THE APPLICABLE STATE SECURITIES LAWS,  PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM.  INVESTORS  SHOULD  BE AWARE  THAT THEY MAY BE  REQUIRED  TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE  PERIOD OF TIME. THE ISSUER
OF THESE  SECURITIES  MAY  REQUIRE AN  OPINION OF COUNSEL IN FORM AND  SUBSTANCE
SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS
IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

      The Holder agrees that, in order to ensure and enforce compliance with the
restrictions  imposed by applicable  law and those  referred to in the foregoing
legend, or elsewhere  herein,  the Company may issue appropriate "stop transfer"
instructions  to its transfer  agent, if any, with respect to any certificate or
other instrument representing Restricted Securities, or if the Company transfers
its own securities,  that it may make appropriate notation to the same effect in
the Company's records.

      11. NO RIGHTS OR  LIABILITIES  AS  SHAREHOLDER.  This  Warrant does not by
itself  entitle the Holder to any voting rights or other rights as a shareholder
of the Company. In the absence of the purchase of shares of capital stock of the
Company by the Holder  upon  exercise of this  Warrant,  no  provisions  of this
Warrant,  and no  enumeration  herein of the rights or privileges of the Holder,
will cause such Holder to be a shareholder of the Company for any purpose.

      12.  NOTICES.  All notices  provided for hereunder  will be in writing and
will be given by hand  delivery or will be sent by  first-class  mail,  telex or
telecopier addressed as follows:

            (A) If to the Company,  at the Company's  then address or telecopier
number,  with a copy to  White & Lee  LLP,  Attn:  Paul A.  Leboffe,  Esq.,  545
Middlefield Road, Suite 250, Menlo Park, CA 94025.


            (B) If to the Holder,  at the address  listed below or to such other
address as the party  receiving  the notice will have given notice in accordance
with this  Section 12. Any notice will be deemed  given:  if  delivered by hand,
when delivered;  if mailed, three business days after being sent by a nationally
recognized  overnight  delivery  service or  first-class  mail postage  prepaid,
addressed as indicated above; or if telexed or telecopied,  when receipt thereof
is acknowledged.


                                       5
<PAGE>

      13.  AMENDMENT.  This  Warrant  may not be amended  or waived  except by a
writing executed by both parties.

      14. COUNTERPARTS.  This Warrant may be executed in separate  counterparts,
and both counterparts together will constitute a single original.

      15. HEADINGS. The headings in this Warrant are for purposes of convenience
in reference only, and will not be deemed to constitute a part hereof.

      16.  LAW  GOVERNING.  This  Warrant  will be  construed  and  enforced  in
accordance  with, and governed by, the internal laws of the State of California,
excluding that body of law applicable to conflicts of laws.

                            [signature page follows]

                                       6
<PAGE>

      IN WITNESS  WHEREOF,  the parties  hereto  have caused this  Warrant to be
executed as of Aug 17, 2004.


                                                  IQ BIOMETRIX, INC.

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


ACKNOWLEDGED, AGREED AND ACCEPTED:

By:
      ---------------------------
Name: John Micek, Jr.
      ---------------------------

                                       7
<PAGE>

                                    EXHIBIT A

                               NOTICE OF EXERCISE

TO:    IQ BIOMETRIX, INC.

      (1) _____ The undersigned hereby elects to purchase  ______________ shares
of Common Stock of IQ BIOMETRIX,  INC. (the "COMPANY")  pursuant to the terms of
the attached  Warrant,  and tenders  herewith  payment of the exercise  price in
full, together with all applicable transfer taxes, if any.

      OR

      _____ The undersigned hereby elects to purchase  ______________  shares of
Common Stock of the Company pursuant to the terms of the net exercise provisions
set forth in Section 4 of the attached Warrant,  and shall tender payment of all
applicable transfer taxes, if any.

      (2) Please issue a certificate or certificates representing said shares of
Common  Stock  in the  name  of the  undersigned  or in  such  other  name as is
specified below:

------------------------
(Name)

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

------------------------
(Address)

      The representation and warranties of the undersigned  contained in Section
8 of the  Warrant  continue  to be true  and  correct  on the date  hereof.  The
undersigned  acknowledges and consents to the restrictions on transfer and other
provisions contained in Section 9 of the Warrant.

Dated:
         -----------------------------------

--------------------------------------------
(Signature of Registered Holder)

--------------------------------------------
(Please Print Name)

--------------------------------------------
(Street Address)

--------------------------------------------
(City) (State) (Zip Code)



                                       8