IQ Biometrix, Inc.

                        2003 CONSULTANT COMPENSATION PLAN

1.       Purpose

         The IQ Biometrix, Inc. 2003 Consultant Compensation Plan (the "Plan")
is intended to promote the interests of IQ Biometrix, Inc. and its subsidiaries
(collectively the "Corporation") by offering those outside consultants of the
Corporation who assist in the development and success of the business of the
Corporation, the opportunity to participate in a compensation plan designed to
reward them for their services and to encourage them to continue to provide
services to the Corporation.

2.       Definitions

         For all purposes of this Plan, the following terms shall have the
following meanings:

         "Common Stock" means IQ Biometrix, Inc. common stock, $.01 par value.

         "Conditional Shares" means shares of Common Stock awarded under this
Plan subject to conditions imposed by the Committee (as defined herein) or the
conditions set forth in Section 6.2 or both.

         "IQ Biometrix" means IQ Biometrix, Inc., a Delaware corporation.

         "Subsidiary" means any company of which IQ Biometrix, Inc. owns,
directly or indirectly, the majority of the combined voting power of all classes
of stock.

         "Unconditional Shares" means shares of Common Stock awarded under this
Plan subject to no conditions.

3.       Administration

         The Plan shall be administered by a committee (the "Committee") of not
less than two directors of IQ Biometrix selected by, and serving at the pleasure
of, IQ Biometrix's Board of Directors (the "IQ Biometrix Board").

         IQ Biometrix or any Subsidiary will recommend to the Committee persons
to whom shares may be awarded. The Committee shall make all final decisions with
respect to the persons to whom awards shall be granted ("Participants"), the
number of shares that shall be covered by each award or sale, the time or times
at which awards shall be granted or sales shall be made, the timing of when
awards shall vest, the terms and provisions of the instruments by which awards
or sales shall be evidenced, the interpretation of the Plan and all
determinations necessary or advisable for its administration.

4.       Eligibility

         Only individuals who are outside consultants, or directors, officers,
partners or employees of outside consultants, of IQ Biometrix or any Subsidiary
shall be granted awards.

5.       Stock Subject to the Plan

         The stock, which may be awarded or sold pursuant to this Plan, shall be
shares of Common Stock. When shares of Common Stock are awarded or sold, IQ
Biometrix may award or sell authorized but unissued Common Stock, or IQ
Biometrix may award or sell issued Common Stock held in its treasury. Each of
the respective boards of IQ Biometrix and all Subsidiaries involved in the award
or sale will fund the Plan to the extent so required to provide Common Stock for
the benefit of Participants. The total number of shares of Common Stock which
may be granted or sold under this Plan shall not exceed 2,000,000 shares in the
aggregate. Any shares awarded and later forfeited are again subject to award or
sale under the Plan.

6.       Share Awards and Sales

         6.1      Grant of Share Awards

         The Committee may award to Participants Unconditional Shares and
Conditional Shares. The Committee will determine for each Participant selected
to be awarded Unconditional Shares and Conditional Shares the time or times when
Unconditional Shares or Conditional Shares shall be awarded and the number of
shares of Common Stock to be covered by each Unconditional Shares or Conditional
Share award. Unless expressly specified as Conditional Shares by the Committee,
all shares of Common Stock awarded under this Plan shall be Unconditional
Shares. No Unconditional Shares or Conditional Shares shall be awarded unless IQ
Biometrix (in the judgement of the Committee) has received from the Participant
either (a) a full performance of the services for which the Unconditional Shares
or Conditional Shares are being awarded, or (b) (i) a partial performance of the
services for which the Unconditional Shares or Conditional Shares are being
awarded and the value of such partial performance (in the judgement of the
Committee) equals or exceeds the aggregate par value of the Unconditional Shares
or Conditional Shares to be awarded and (ii) a binding obligation from the
Participant to provide in the future the remainder of the services for which the
Unconditional Shares or Conditional Shares are being awarded.

         6.2      Conditions

         Shares of Common Stock issued to a Participant as a Conditional Shares
award will be subject to the following conditions as well as all other
conditions imposed by the Committee ("Share Conditions"):

                  (a) Except as set forth in Paragraphs 6.4 and 6.5, if Share
                  Conditions are not satisfied, Conditional Shares will be
                  forfeited and returned to IQ Biometrix or, in the event such
                  Conditional Shares were provided to the Participant from
                  shares of Common Stock purchased by the Subsidiary, then the
                  Conditional Shares will be returned to the Subsidiary. In
                  either case, all rights of the Participant to such Conditional
                  Shares will terminate without any payment of consideration by
                  IQ Biometrix or the Subsidiary with which the Participant is
                  associated, unless the Participant maintains his association
                  with IQ Biometrix or a Subsidiary for the period of time (if
                  any) determined by the Committee.

                  (b) During the condition period ("Condition Period") relating
                  to a Conditional Share award, none of the Conditional Shares
                  subject to such award may be sold, assigned, bequeathed,
                  transferred, pledged, hypothecated or otherwise disposed of in
                  any way by the Participant.

                  (c) The Committee may require the Participant to enter into an
                  escrow agreement providing that the certificates representing
                  Conditional Shares sold or granted pursuant to the Plan will
                  remain in the physical custody of IQ Biometrix or the
                  applicable Subsidiary or an escrow holder during the Condition
                  Period.

                  (d) Certificates representing Conditional Shares sold or
                  granted pursuant to the Plan may bear a legend making an
                  appropriate reference to the conditions imposed on the
                  Conditional Shares.

                  (e) The Committee may impose other conditions on any
                  Conditional Shares issued pursuant to the Plan as it may deem
                  advisable, including without limitations, restrictions under
                  the Securities Act of 1933, as amended, under the requirements
                  of any stock exchange upon which such share or shares of the
                  same class are then listed and under any state securities laws
                  or other securities laws applicable to such shares.

         6.3      Rights of a Stockholder

         Except as set forth in Paragraph 6.2(b), the recipient of a Conditional
Share award will have all of the rights of a stockholder of IQ Biometrix with
respect to the Conditional Shares, including the right to vote the Conditional
Shares and to receive all dividends or other distributions made with respect to
the Conditional Shares.

         6.4      Lapse of Conditions

         In the event of the termination of association of a Participant during
the Condition Period by reason of death, disability, or termination of
association, the Committee may, at its discretion, remove Share Conditions on
Conditional Shares.

         Conditional Shares to which the Share Conditions have not so lapsed
will be forfeited and returned to the Corporation as provided in Paragraph
6.2(a).

         6.5      Lapse of Conditions at Discretion of the Committee

         The Committee may shorten the Condition Period or remove any or all
Share Conditions if, in the exercise of its absolute discretion, it determines
that such action is in the best interests of the Corporation and equitable to
the Participant.

         6.6      Listing and Registration of Shares

         IQ Biometrix may, in its reasonable discretion, postpone the issuance
and/or delivery of any shares of Common Stock awarded or sold pursuant to this
Plan until completion of stock exchange listing, or registration, or other
qualification of such shares under any law, rule or regulation.

         6.7      Designation of Beneficiary

         A Participant may, with the consent of the Committee, designate a
person or persons to receive, in the event of death, any shares of Common Stock
to which such Participant would then be entitled pursuant to this Plan. Such
designation will be made upon forms supplied by and delivered to the Committee
and may be revoked in writing by the Participant. If a Participant fails
effectively to designate a beneficiary, then such Participant's estate will be
deemed to be the beneficiary.

7.       Capital Adjustments

         The number and consideration of Common Stock covered by each award
granted or each sale under this Plan and the total number of shares that may be
granted or sold under the Plan shall be proportionally adjusted to reflect,
subject to any required action by stockholders, any stock dividend or split,
recapitalization, merger, consolidation, spin-off, reorganization, combination
or exchange of shares or other similar corporate change.

8.       Change of Control

         Notwithstanding the provisions of Section 7, in the event of a change
of control, all Share Conditions on all Conditional Shares will lapse. For
purposes of this plan, a "Change of Control" of IQ Biometrix shall be deemed to
have occurred at such time as (a) any "person" (as that term is used in Section
13(d) and 14(d) of the Securities Exchange Act of 1934), becomes the "beneficial
owner" (as defined in Rule 13d-3 under the foregoing act), directly or
indirectly, of securities of IQ Biometrix representing 30% or more of the
combined voting power of IQ Biometrix's outstanding securities ordinarily having
the right to vote at the election of directors; or (b) individuals who
constitute the IQ Biometrix Board on the date hereof (the "Incumbent Board")
cease for any reasons to constitute at least a majority thereof, provided that
any person becoming a director subsequent to the date hereof whose election was
approved by at least a majority of the directors comprising the Incumbent Board,
or whose nomination or election was approved by a majority of the IQ Biometrix
Board serving under an Incumbent Board, shall be, for purposes of this clause
(b), considered as if he or she were a member of the Incumbent Board; or (c)
merger, consolidation or sale of all or substantially all the assets of IQ
Biometrix occurs, unless such merger or consolidation shall have been
affirmatively recommended to IQ Biometrix's stockholders by a majority of the
Incumbent Board; or (d) a proxy statement soliciting proxies from stockholders
of IQ Biometrix, by someone other than the current management of IQ Biometrix
seeking stockholder approval of a plan of reorganization, merger or
consolidation of IQ Biometrix with one or more corporations as a result of which
the outstanding shares of IQ Biometrix's securities are actually exchanged for
or converted into cash or property or securities not issued by IQ Biometrix
unless the reorganization, merger or consolidation shall have been affirmatively
recommended to IQ Biometrix's stockholders by a majority of the Incumbent Board.

9.       Approvals

         The issuance of shares pursuant to this Plan is expressly conditioned
upon obtaining all necessary approvals from all regulatory agencies from which
approval is required.

10.      Effective Date of Plan

         The effective date of the Plan is July 18, 2003.

11.      Term and Amendment of Plan

         This Plan shall expire on July 17, 2013 (except to Conditional Shares
outstanding on that date). IQ Biometrix Board may terminate or amend the Plan in
any respect at any time, except no action of the IQ Biometrix Board, the
Committee or IQ Biometrix's stockholders, however, may, without the consent of a
Participant, alter or impair such Participant's rights under any Conditional
Shares previously granted.

12.      No Right of Association

         Neither the action of IQ Biometrix in establishing this Plan, nor any
action taken by any IQ Biometrix Board or any Subsidiary or the Committee, nor
any provision of the Plan itself, shall be construed to limit in any way the
right of IQ Biometrix to terminate a Participant's association with the
Corporation at any time.

13.      Withholding Taxes

         IQ Biometrix or any Subsidiary, as applicable, shall have the right to
deduct withholding taxes from any payments made pursuant to the Plan or to make
such other provisions as it deems necessary or appropriate to satisfy its
obligations to withhold federal, state or local income or other taxes incurred
by reason of payment or the issuance of Common Stock under the Plan. Whenever
under the Plan, Common Stock is to be delivered upon vesting of Conditional
Shares, the Committee shall be entitled to require as a condition of delivery
that the Participant remit or provide for the withholding of an amount
sufficient to satisfy all federal, state and other government withholding tax
requirements related thereto.

14.      Plan not a Trust

         Nothing contained in the Plan and no action taken pursuant to the Plan
shall create or be construed to create a trust of any kind, or a fiduciary
relationship, between the Corporation and any Participant, the executor,
administrator or other personal representative, or designated beneficiary of
such Participant, or any other persons. If and to the extent that any
Participant or such Participant's executor, administrator or other personal
representative, as the case may be, acquires a right to receive any payment from
the Corporation pursuant to the Plan, such right shall be no greater than the
right of an unsecured general creditor of the Corporation.

15.      Notices

         Each Participant shall be responsible for furnishing the Committee with
the current and proper address for the mailing of notices and delivery of Common
Stock pursuant to the Plan. Any notices required or permitted to be given shall
be deemed given if addressed to the person to be notified at such address given
to the Committee by such person and mailed by regular United States mail,
first-class and prepaid. If any item mailed to such address is returned as
undeliverable to the addressee, mailing will be suspended until the Participant
furnishes the proper address. This provision shall not be construed as requiring
the mailing of any notice or notification if such notice is not required under
the terms of the Plan or any applicable law.

16.      Severability of Provisions

         If any provisions of this Plan shall be held invalid or unenforceable,
such invalidity or unenforceability shall not affect any other provisions
hereof, and this Plan shall be construed and enforced as if such provisions had
not been included.

17. Payment to Minors, etc.

         Any benefit payable to or for the benefit of a minor, an incompetent
person or other person incapable of receipting therefor shall be deemed paid
when paid to such person's guardian or the party providing or reasonably
appearing to provide for the care of such person, and such payment shall fully
discharge the Committee, the IQ Biometrix Board, the Corporation and other
parties with respect thereto.

18.      Headings and Captions

         The headings and captions herein are provided for reference and
convenience only, shall not be considered part of the Plan, and shall not be
employed in the construction of the Plan.

19.      Controlling Law

         This Plan shall be construed and enforced according to the laws of the
State of Texas to the extent not preempted by federal law, which shall otherwise
control.

20.      Enforcement of Rights

         In the event the Corporation or a Participant is required to bring any
action to enforce the terms of this Plan, the prevailing party shall be
reimbursed by the non-prevailing party for all costs and fees, including actual
attorney fees, for bringing and pursuing such action.