IQ BIOMETRIX, INC.

                        2005 CONSULTANT COMPENSATION PLAN

1.    Purpose.

      The IQ Biometrix, Inc. 2005 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 Administrator (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 the Board of Directors of IQ
Biometrix, Inc. (the "Board") or a Administrator (the "Administrator") of not
less than two directors of IQ Biometrix selected by, and serving at the pleasure
of the Board (the "Administrator").

      IQ Biometrix or any Subsidiary will recommend to the Administrator persons
to whom shares may be awarded. The Administrator 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. The
Administrator's decisions, determinations and interpretations shall be final and
binding on all Participants.

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4.    Eligibility.

      Only individuals who are outside consultants, or directors, officers,
partners or employees of outside consultants, of IQ Biometrix or any Subsidiary
(a "Service Provider") 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 250,000 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 Administrator may award to Participants Unconditional Shares and
Conditional Shares. The Administrator 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
Administrator, 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 judgment of the Administrator) 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 judgment of the Administrator) 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.


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      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 Administrator ("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,
      at such time as Participant ceases to be a Service Provider to IQ
      Biometrix or a Subsidiary.

            (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 Administrator 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 Administrator 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.


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      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 Administrator 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 Administrator.

      The Administrator 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 Administrator, 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
Administrator 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.    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.


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9.    Investment Representations.

      As a condition to the Award, the Corporation may require the Participant
to represent and warrant at the time of any such exercise that the Shares are
being acquired only for investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the Corporation, such a
representation is required.

10.   Effective Date of Plan.

      The effective date of the Plan is February 28, 2005.

11.   Term and Amendment of Plan.

      This Plan shall expire on December 31, 2005 (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
Administrator 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.

      Neither the Plan nor any Award shall confer upon a Participant any right
with respect to continuing the Participant's relationship as a Service Provider
with the Corporation, nor shall they interfere in any way with the Participant's
right or the Corporation's right to terminate such relationship at any time,
with or without cause.

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 Administrator,
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 Administrator 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.


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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 Administrator
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 Administrator 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 Administrator, 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.


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19.   Controlling Law.

      This Plan shall be construed and enforced according to the laws of the
State of California 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.


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