-



                  THIS DEBENTURE AND THE SHARES OF COMMON STOCK UNDERLYING THIS
                  DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
                  1933 OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE
                  OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED
                  WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
                  SECURITIES ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS,
                  OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE
                  COMPANY, THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE
                  OR NOT REQUIRED.

                               IQ BIOMETRIX, INC.

                        10% SECURED CONVERTIBLE DEBENTURE



                                                                 $200,000.00


         FOR VALUE RECEIVED, IQ Biometrix, Inc., a Delaware corporation (the
"Company"), promises to pay to John Micek, Jr., or registered assigns
("Holder"), Two Hundred Thousand and No/100 Dollars ($200,000.00) in lawful
money of the United States of America on or before the Maturity Date as defined
herein, with all Interest thereon as defined and specified herein.

         1. Interest. This Debenture shall bear interest ("Interest") at the
rate of ten percent (10%) per annum from the Issue Date through the Maturity
Date. The Company shall pay such Interest, at the Holders' election either in
cash or shares of the Company's Common Stock on the Maturity Date; however, if
the Company elects to redeem the Debenture prior to the Maturity Date, the
Company shall pay the Interest due in the same manner upon redemption.

         2. Pre-Payments and Maturity Date. This Debenture shall be due and
payable in full, including all accrued Interest thereon, upon the first to occur
of the following: (i) June 1, 2004 or (ii) the receipt by Company of funding in
an amount equal to or greater than $2,000,000.00 ("Maturity Date"). The Company
may prepay all or part of this Debenture at any time after issuance without
penalty. Any partial prepayments shall be applied first to outstanding interest,
and then to outstanding principal.

         3. Right to Purchase Additional Shares; Conversion Right.

                  3.1 Conversion Price. Upon Maturity (or, in the event of a
prepayment in full prior to the Maturity Date, upon such pre-payment date),
Holder, in his sole discretion, may elect to purchase additional shares of
Common Stock or convert outstanding amounts under this Debenture into shares of
Common Stock as follows:

                  (i) Holder may purchase up to that number of shares of Common
Stock equal to the quotient of the percentage provided in Section 3.1(ii) below
of the then outstanding principal plus interest under this Debenture, divided by
the lesser of the following (the "Conversion Price"):

                           (A) fifty cents ($0.50) per share; or

                           (B) forty percent (40%) less than the applicable
Average Closing Price (as defined
below), but in no event less than thirty cents ($0.30) per share (the "Average
Closing Price" shall mean the average of the closing prices of the Common Stock
of the Company for the trading day preceding the date of notice of conversion,
as quoted on the applicable securities exchange or market).

For example, assuming an Average Closing Price of $0.80, if a Holder loaned the
Company $200,000 under this Debenture, and the Company repaid the entire
$200,000 plus Interest on the Maturity Date, then such Holder would have the
right to purchase up to 110,000 shares of Common Stock ($220,000 * 25% =
$55,000; and $55,000 / $0.50 = 110,000).

                  (ii) Holder may convert up to the following amounts of
outstanding principal and interest as provided below:

                                          Date                          Amount
                                          ----                          ------
                              6 months from date of funding               50%
                              9 months from date of funding               75%
                             12 months from date of funding              100%


                  3.2 Adjustment Based Upon Stock Dividends, or Combination of
Shares. The Conversion Price shall be adjusted in the manner described in the
remainder of this Section 3.2 if the outstanding shares of the Common Stock
shall be subdivided into a greater number of shares or a dividend in Common
Stock shall be paid in respect of Common Stock, the Conversion Price in effect
immediately prior to such subdivision or at the record date of such dividend
shall simultaneously with the effectiveness of such subdivision or immediately
after the record date of such dividend be proportionately reduced. If the
outstanding shares of Common Stock shall be combined into a smaller number of
shares, the Conversion Price in effect immediately prior to such combination
shall, simultaneously with the effectiveness of such combination, be
proportionately increased.

                  3.3 Adjustment Based Upon Merger, Consolidation or
Recapitalization. In case of any consolidation or merger to which the Company is
a party (other than a merger in which the Company is the surviving entity and
which does not result in any reclassification of or change in the outstanding
Common Stock of the Company), or in case of any sale or conveyance to another
person, firm, or corporation of the property of the Company as an entirety or
substantially as an entirety, or in case of any capital reorganization or
reclassification of the Common Stock (other than a change in par value or a
subdivision or combination as provided for in Section 3.2 immediately above),
the Holder shall have the right to convert this Debenture into the kind and
amount of securities and property (including cash) receivable upon such
consolidation, merger, sale, conveyance, reorganization or reclassification by a
holder of the number of shares of Common Stock into which such Debenture might
have been converted immediately prior thereto.

                  3.4 Exercise of Conversion Privilege. The conversion privilege
provided for in this Section 3 shall be exercisable by the Holder by written
notice to the Company or its successor and the surrender of this Debenture in
exchange for the number of shares (or other securities and property, including
cash, in the event of an adjustment of the Conversion Price) into which this
Debenture is convertible based upon the Conversion Price. Conversion rights will
expire at the close of business thirty (30) days after the Maturity Date.

                 3.5 Exercise Conversion Method. The purchase right represented
by the conversion of this Debenture may be exercised by the Holder by
surrendering this Debenture at the principal office of the Company and by the
payment to the Company, either: (i) by certified or bank check, or by wire
transfer to an account designated by the Company in an amount equal to the then
applicable Conversion Price multiplied by the number of Shares then being
purchased, or (ii) by the delivery of that number of shares of Common Stock
having a value equal to the Conversion Price, which shares may be the Shares
underlying the conversion of the Debenture.

                 3.6 Corporate Status of Common Stock to be Issued. All Common
Stock (or other securities in the event of an adjustment of the Conversion
Price) which may be issued upon the conversion of this Debenture shall, upon
issuance, be duly authorized, validly issued, fully paid and nonassessable.

                  3.7 Issuance of Certificate. Upon the conversion of this
Debenture, the Company shall in due course issue to the Holder a certificate or
certificates representing the number of shares of Common Stock (or other
securities in the event of an adjustment of the Conversion Price) to which the
conversion relates.

                  3.8 Fractional Shares. No fractional shares will be issued. In
lieu thereof, the Company will pay cash in the amount of $0.50 for each
fractional share that would otherwise have been issued.

         4. Status of Holder of Debenture. This Debenture shall not entitle the
Holder to any voting rights or other rights as a shareholder of the Company or
to any rights whatsoever except the rights herein expressed, and no dividends
shall be payable or accrue in respect of this Debenture or the securities
issuable upon the conversion hereof unless and until this Debenture shall be
converted. Upon the conversion of this Debenture, the Holder shall, to the
extent permitted by law, be deemed to be the holder of record of the shares of
Common Stock issuable upon such conversion, notwithstanding that the stock
transfer books of the Company shall then be closed or that the certificates
representing such shares of Common Stock shall not then be actually delivered.
Immediately upon the conversion of this Debenture, the rights of Holder under
this Debenture shall cease except with regard to the right to receive the shares
of Common Stock issuable upon conversion. As promptly as practicable after
either the conversion or redemption of this Debenture, Holder shall surrender
this Debenture marked "Cancelled."

         5. Reserve of Shares of Common Stock. The Company shall reserve out of
its authorized shares of Common Stock (and other securities in the event of an
adjustment of the Conversion Price) a number of shares sufficient to enable it
to comply with its obligation to issue shares of Common Stock (and other
securities in the event of an adjustment of the Conversion Price) upon the
conversion of this Debenture.

         6. Security. This Debenture is secured by a Security Agreement between
the Company and Network Storage Solutions, Inc. ("NSS"), a copy of which is
attached hereto as Exhibit A and (ii) that certain Assignment of Receivables
between the Company and NSS, a copy of which is attached hereto as Exhibit B.
The repayment of this Note shall be further secured against the accounts
receivable of NSS, pursuant to an assignment of such accounts receivable by
Company to Holder pursuant to that certain Assignment of Rights and Consent to
Assignment between Company, Holder and NSS, in the form attached hereto as
Exhibit C. Holder acknowledges that Company have financed an additional
$200,000.00 through another investor on the same terms and conditions related to
that certain proposed transaction between Company and NSS contemplated in that
certain Letter of Intent dated May 2, 2003 between the Company and NSS (the
"LOI"). Holder and investor(s) delivering the other $200,000 funds hereto agree
to a pari passu security interest in the Security Agreement noted in Exhibit A.

         7. Default. The Company shall perform its obligations and covenants
hereunder and in each and every other agreement between the Company and Holder
pertaining to the indebtedness evidenced hereby. The following provisions shall
apply upon failure of the Company so to perform.

                  7.1      Event of Default.  Any of the  following events shall
constitute  an "Event of Default" hereunder:

                           7.1.1    Failure by the  Company  to timely  convert
outstanding  principal  into  Common Stock, or to pay principal, or premium, if
any, of the Debenture when due and payable on the Maturity Date;

                           7.1.2    Failure of the Company to timely convert
outstanding  Interest into Common Stock, or to pay Interest when due and payable
on the Maturity Date; or

                           7.1.3    Failure of the Company to perform any of the
covenants,  conditions,  provisions or agreements contained herein, or in any
other agreement between the Company and Holder pertaining to the indebtedness
evidenced hereby, which failure continues for a period of thirty (30) days after
written notice of default has been given to the Company by a Majority in
Interest of the Holders; provided, however, that if the nature of the Company's
obligation is such that more than thirty (30) days are required for performance,
then an Event of Default shall not occur if the Company commences performance
within such thirty (30) day period and thereafter diligently prosecutes the same
to completion; or

                           7.1.4 The entry of an order for relief under Federal
Bankruptcy Code as to the Company
or entry of any order appointing a receiver or trustee for the Company or
approving a petition in reorganization or other similar relief under bankruptcy
or similar laws in the United States of America or any other competent
jurisdiction, and if such order, if involuntary, is not satisfied or withdrawn
within sixty (60) days after entry thereof; or the filing of a petition by the
Company seeking any of the foregoing, or consenting thereto; or the filing of a
petition to take advantage of any debtor's act; or making a general assignment
for the benefit of creditors; or admitting in writing inability to pay debts as
they mature.

         7.2 Acceleration. Upon any Event of Default (in addition to any other
rights or remedies provided for under this Debenture), at the option of a
Majority in Interest of the Holders then outstanding, all sums evidenced hereby,
including all principal, premium, if any, accrued but unpaid Interest, fees and
all other amounts due hereunder, including the Origination Fee, shall become
immediately due and payable. If an Event of Default in the payment of principal
or Interest should occur and be continuing with respect to the Debenture, any
one or more holders of the Debentures then outstanding may declare the principal
of the Debentures to be immediately due and payable. In the Event of a Default
due to a breach of any other covenant or term, Holders representing twenty-five
percent (25%) of the principal amount of the Debentures may take action to
accelerate the Debentures. If an Event of Default relating to certain events of
bankruptcy, insolvency or reorganization of the Company or any Subsidiary occurs
and is continuing, the principal of and premium, if any, and accrued Interest on
all the Debentures will become and be immediately due and payable without any
declaration or other act on the part of any Holders of the Debentures. Under
certain circumstances, the Holders of a Majority in Interest may rescind any
such acceleration with respect to the Debentures and its consequences.

         7.3 Notice by Company. Upon the happening of any Event of Default
specified in this paragraph that is not cured within the respective periods
prescribed above, the Company will give prompt written notice thereof to the
Holder of this Debenture.

         7.4 No Waiver. Failure of the Holder to exercise any right or remedy
hereunder shall not constitute a waiver of the right to exercise the same in the
event of any subsequent Event of Default, or in the event of continuance of any
existing Event of Default after demand or performance thereof.

         7.5 Pursuit of any Remedy. The Holders have the right to direct the
time, method and place of conducting any proceeding for exercising any remedy
available to the Holders under the Debentures.

         8. Investment Intent, Restrictions on Assignment, Assignment, Transfer
or Loss of the Debenture.

         8.1      Investment Representations.

                  8.1.1 The Holder, by acceptance of this Debenture, represents
that this Debenture and any shares of Common Stock issuable upon conversion of
this Debenture are being and will be acquired for the Holder's own account for
investment and not with a view to, or for resale in connection with, the
distribution thereof in violation of applicable securities laws, and that the
Holder has no present intention of distributing or reselling this Debenture or
any such shares of Common Stock. The Holder, by acceptance of this Debenture,
further represents that it has not offered or sold this Debenture, or any shares
of Common Stock into which this Debenture is convertible, directly or indirectly
to any other person, and that the Holder is not acquiring this Debenture or any
such Common Stock for the account of any other person. Certificates evidencing
shares of Common Stock issuable upon conversion of this Debenture shall bear the
following legend:


                  THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933 AND HAVE BEEN
                  TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO THE
                  DISTRIBUTION THEREOF IN VIOLATION OF APPLICABLE SECURITIES
                  LAWS, AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED
                  UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
                  ACT COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN
                  OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY)
                  REASONABLY ACCEPTABLE TO THE COMPANY STATING THAT SUCH SALE OR
                  TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS
                  DELIVERY REQUIREMENTS OF SUCH ACT.

                  8.1.2 Until the shares issued hereunder are registered, no
Holder of this Debenture may assign, transfer, hypothecate or sell all or any
part of this Debenture (or any of the shares of Common Stock issuable upon
conversion of this Debenture) or in any way alienate or encumber the Debenture
(or any of the shares of Common Stock issuable upon conversion of this
Debenture) without the express prior written consent of the Company, the
granting of which may be withheld in the Company's sole discretion. Any attempt
to effect such transfer without the consent of the Company shall be null and
void. Notwithstanding the Company's obligation to register the shares under
Section 6.1, as of the Issue Date, the Company has not registered this Debenture
(or any of the shares of Common Stock issuable upon conversion of this
Debenture) under the Act or the applicable securities laws of any state in
reliance on exemptions from registration. Such exemptions depend upon the
investment intent of the Holder at the time he acquires his Debenture or such
shares of Common Stock. Each Holder has acquired his Debenture (and will acquire
the shares of Common Stock issuable upon conversion of this Debenture) for his
own account for investment purposes only and not with a view toward distribution
or resale of such Debenture or such shares within the meaning of the Act and the
applicable securities laws of any state. Until the shares issued hereunder are
registered, the Company may require the Holder to provide, at Company's expense,
an opinion of counsel satisfactory to the Company to the effect that any
proposed transfer or other assignment of the Debenture (or any of the shares of
Common Stock issuable upon conversion of this Debenture) will not result in a
violation of the applicable federal or state securities laws or any other
applicable federal or state laws or regulations.

         8.2 Expenses. All expenses, including reasonable legal fees incurred by
the Company in connection with any permitted transfer, assignment or pledge of
this Debenture will be paid by the Holder requesting such transfer, assignment
or pledge. Company shall pay Forte Capital's legal expenses related to the
review of this Agreement, any related agreements up to $1,500.00.

         8.3 Loss, Theft or Mutilation of Debenture. Upon receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of any Debenture and, in the case of any such loss, theft or
destruction of any Debenture, upon delivery of an indemnity bond in such
reasonable amount as the Company may determine (or, in the case of any Debenture
held by the original Debenture-holder, of an indemnity agreement reasonably
satisfactory to the Company), or, in the case of any such mutilation, upon the
surrender of such Debenture to the Company at its principal office for
cancellation, the Company, at the expense of the Holder requesting such
replacement Debenture, will execute and deliver, in lieu thereof, a new
Debenture of like tenor, dated the date to which interest hereunder shall have
been paid on such lost, stolen, destroyed or mutilated Debenture.

         8.4 Exchange. Subject to Subparagraphs 9.1 above and 9.5 below, the
Holder may, at his option, either in person or by duly authorized attorney,
surrender this Debenture for registration of transfer at the principal office of
the Company and, upon payment of any expenses associated with the transfer,
receive in exchange therefor a Debenture or Debentures, dated as of the date to
which interest has been paid on the Debenture so surrendered, each in the
principal amount of $50,000 or any multiple thereof, for the same aggregate
unpaid principal amount as the Debenture so surrendered and registered as
payable to such person or persons as may be designated by the Holder. Every
Debenture surrendered for registration of transfer shall be duly endorsed or
shall be accompanied by a written instrument of transfer duly executed by the
Holder or his attorney duly authorized in writing. Every Debenture, so made and
delivered by the Company in exchange for any Debenture surrendered, shall in all
other respects be in the same form and have the same terms as the Debenture
surrendered. No transfer of any Debenture shall be valid unless made in such
manner at the principal office of the Company.

         8.5 Ownership. The Company may treat the person in whose name this
Debenture is registered as the owner and Holder of this Debenture for the
purpose of receiving payment of all principal of and all Interest on this
Debenture, and for all other purposes whatsoever, whether or not such Debenture
shall be overdue and, except for transfers effected in accordance with this
subparagraph, the Company shall not be affected by notice to the contrary.

         9. Modifications and Amendments. Modifications and amendments to the
Debentures may be made by the Company only with the consent of the Holder(s) of
the Debentures then outstanding; provided, that no such modification or
amendment may, without the consent of the holder of each Debenture then
outstanding affected thereby, (i) reduce the percentage of principal amount of
Debentures whose holders may consent to an amendment, supplement or waiver; (ii)
reduce the rate or change the time for payment of Interest, including default
interest, on any Debenture; (iii) reduce the principal amount of any Debenture
or change the Maturity Date of the Debentures; or (iv) reduce the redemption
price, including premium, if any, payable upon redemption of any Debenture or
change the time at which any Debenture may or shall be redeemed; (v) reduce the
repurchase price, including premium, if any, payable upon the repurchase of any
Debenture or change the time at which any Debenture may or shall be repurchase;
(vi) make any Debenture payable in money other than that stated in the
Debenture; (vii) impair the right to institute suit for the enforcement of any
payment of principal of, or premium, if any, or interest on, any Debenture;
(viii) make any change in the percentage of principal amount of Debentures
necessary to waive compliance with certain provisions of the Debenture; or (ix)
waive a continuing Default or Event of Default in the payment of principal of,
premium, if any, or interest on the Debentures.

         10. Notices. All notices provided for herein shall be validly given if
in writing and delivered personally or sent by certified mail, postage prepaid,
(in the case of the Company) to the office of the Company or such other address
as the Company may from time to time designate in writing sent by certified
mail, postage prepaid, or (in the case of the Holder) to the Holder at his
address set forth below or such other address as the Holder may from time to
time designate in writing to the Company by certified mail, postage prepaid.

          11. Binding Effect. This Debenture shall be binding upon the parties
hereto and their respective heirs, executors, administrators, representatives,
successors and permitted assigns.

           12. Collection Fees. Except as otherwise provided herein, the Company
shall pay all costs of collection, including reasonable attorneys' fees and all
costs of suit and preparation for such suit (and whether at trial or appellate
level), in the event the unpaid principal amount of this Debenture, or any
payment of Interest is not paid when due, or in the event Holder is made party
to any litigation because of the existence of the Indebtedness evidenced by this
Debenture, or if at any time Holder should incur any attorneys' fees in any
proceeding under the Federal Bankruptcy Code (or other similar laws for the
protection of debtors generally) in order to collect any Indebtedness hereunder
or to preserve, protect or realize upon any security for, or guarantee or surety
of, such Indebtedness whether suit be brought or not, and whether through courts
of original jurisdiction, as well as in courts of appellate jurisdiction, or
through a bankruptcy court or other legal proceedings.

          13. Construction. This Debenture shall be governed as to its validity,
interpretation, construction, effect and in all other respects by and in
accordance with the laws and interpretations thereof of the State of California.
Unless the context otherwise requires, the use of terms in singular and
masculine form shall include in all instances singular and plural number and
masculine, feminine and neuter gender.

         14. Severability. In the event any one or more of the provisions
contained in this Debenture or any future amendment hereto shall for any reason
be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision of this
Debenture or such other agreement, and in lieu of each such invalid, illegal or
unenforceable provision there shall be added automatically as a part of this
Debenture a provision as similar in terms to such invalid, illegal or
unenforceable provision as may be possible and be valid, legal and enforceable.

         15.      Definitions.

                 15.1 "Board of Directors" means, with respect to any Person,
the Board of Directors of such Person or any committee of the Board of Directors
of such Person duly authorized to act on behalf of the Board of Directors of
such Person.

                  15.2 "Person" means any individual, corporation, partnership,
joint venture, trust, estate, unincorporated organization or government or any
agency or political subdivision thereof.

                  15.3 A "subsidiary" of any Person means (i) a corporation a
majority of whose Voting Stock is at the time, directly or indirectly, owned by
such Person, by one or more subsidiaries of such Person or by such Person and
one or more subsidiaries of such Person, (ii) a partnership in which such Person
or a subsidiary of such Person is, at the date of determination, a general or
limited partner of such partnership, but only if such Person or its subsidiary
is entitled to receive more than fifty percent (50%) of the assets of such
partnership upon its dissolution, or (iii) any other Person (other than a
corporation or partnership) in which such Person, directly or indirectly, at the
date of determination thereof, has (x) at least a majority ownership interest or
(y) the power to elect or direct the election of a majority of directors or
other governing body of such Person.

                  15.4     "Subsidiary" means any subsidiary of the Company.

                  15.5 "Voting Stock" means, with respect to any Person,
securities of any class or classes of Capital Stock in such Person entitling the
holders thereof, whether at all times or only so long as no senior class of
stock has voting power by reason of any contingency, to vote in the election of
members of the Board of Directors or other governing body of such Person.

         16. Miscellaneous. Except as otherwise provided herein, the Company
waives demand, diligence, presentment for payment and protest, notice of
extension, dishonor, maturity and protest. Time is of the essence with respect
to the performance of each and every covenant, condition, term and provision
hereof.

                  [Remainder of page intentionally left blank]


<PAGE>




                  IN WITNESS WHEREOF, this Debenture has been issued on the 28th
day of May, 2003.

                                      IQ BIOMETRIX, INC.



                                      By
                                      ---------------------------------------
                                      William Scigliano, Chief Executive Officer

                                      Date: May 28, 2003




Name and Mailing Address of Holder:

John Micek, Jr.






















                          [Signature Page to Debenture]



<PAGE>


                                    EXHIBIT A
                           Form of Security Agreement















                                   (attached)









<PAGE>


                                    EXHIBIT B

                        Form of Assignment of Receivable

















                                   (attached)















                                   (attached)