STOCK OPTION AGREEMENT

         THIS STOCK OPTION AGREEMENT (the "Agreement") is made effective the 1st
day of January, 2003 between IQ BIOMETRIX, INC., a Delaware corporation (the
"Company"), and the consultant to the Company whose name appears on the
signature page hereof under the caption "OPTIONEE" ("Optionee").

                                    RECITALS:

         A. The Company has retained Optionee as a consultant to provide
consulting services to assist in the conduct of the Company's business (such
services are referred to hereinafter as the "Consulting Services").

         B. In order to provide incentives for the furnishing of Consulting
Services by Optionee, the Company has determined to grant to Optionee the right
to acquire certain shares of the Company's common stock with par value of $0.01
per share (hereinafter called "Common Stock"), all as provided more fully
hereinafter, all subject to the terms, provisions and conditions of this
Agreement.

                                   WITNESSETH:

         1. GRANT OF STOCK OPTION; PURCHASE PRICE; VESTING; EXPIRATION DATE.
Subject to any vesting schedule attached hereto, the Company hereby grants to
Optionee the right to purchase 40,000 shares of Common Stock at a per-share
purchase price of $.80, pursuant to the terms, provisions and conditions of this
Agreement (the shares of Common Stock pursuant to which Optionee shall acquire
the right to purchase are referred to hereinafter as the "Option Shares"). If no
vesting schedule is attached hereto or if an attached vesting schedule does not
provide for specifics regarding the vesting of the option granted hereby, the
option granted hereby shall become vested and exercisable with respect to all of
Option Shares immediately upon the execution and delivery of this Agreement by
the Company. The option granted hereunder shall expire with respect to any
particular Option Shares Five (5) years after such option becomes vested with
respect to such shares. In the event of Optionee's death prior to the otherwise
applicable expiration date, the option created by this Agreement (to the extent
then vested) shall be exercisable for one year after Optionee's death by the
legal representative of the estate of Optionee or the person(s) who acquires the
rights of Optionee hereunder by bequest or inheritance as a result of the death
of Optionee.

         2. EXERCISE. Subject to the limitations contained herein, Optionee may
exercise the option created pursuant to this Agreement with respect to vested
Option Shares at any time after it becomes effective and such Option Shares
vest. If Optionee or Optionee's successor fails to exercise the option created
under this Agreement with respect to any vested Option Shares on or before the
expiration date provided for herein with respect to such Option Shares, the
option with respect to such vested Option Shares shall expire on such expiration
date and be of no further force and effect. The option to purchase granted
hereunder shall be exercised by giving written notice to the Company in
compliance with this Agreement. Such notice shall state the number of vested
Option Shares with respect to which the option is being exercised and shall
specify a date which shall not be less than fifteen (15) nor more than thirty
(30) days after the date of such notice, as the date on which such Option Shares
will be taken up and payment made therefor in cash, certified or bank cashier's
check, or the equivalent, at the principal office of the Company. If any law or

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regulation requires the Company to take any action with respect to the vested
Option Shares specified in such notice, then the date of the delivery of such
Option Shares against payment therefor shall be extended for the period
necessary to take such action. In the event of any failure to take up and pay
for the number of vested Option Shares specified in such notice on the date set
forth therein, as the same may be extended as provided above, such exercise of
this option may be terminated by the Company with respect to such number of
vested Option Shares not taken and paid for. Each exercise of an option pursuant
to this Agreement shall be deemed to be an exercise with respect to the Option
Shares having the earliest expiration date.

         3. ADJUSTMENTS.

         (a) 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 per share purchase price of the Option Shares 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 per share purchase price of the Option Shares in effect
immediately prior to such combination shall, simultaneously with the
effectiveness of such combination, be proportionately increased. When any
adjustment is required to be made in the per share purchase price of the Option
Shares, the number of Option Shares purchasable upon the exercise of the Option
shall be changed to the number determined by dividing (i) an amount equal to the
number of shares issuable upon the exercise of the Option immediately prior to
such adjustment, multiplied by the per share purchase price of the Option Shares
in effect immediately prior to such adjustment, by (ii) the per share purchase
price of the Option Shares in effect immediately after such adjustment.

         (b) If there shall occur 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 subsection (a) immediately above), or any
consolidation or merger of the Company with or into another corporation, or a
transfer of all or substantially all of the assets of the Company, or the
payment of a liquidating distribution then, as part of any such reorganization,
reclassification, consolidation, merger, sale or liquidating distribution,
lawful provision shall be made so that Optionee shall have the right thereafter
to receive upon the exercise hereof (to the extent, if any, still exercisable)
the kind and amount of shares of stock or other securities or property which
Optionee would have been entitled to receive if, immediately prior to any such
reorganization, reclassification, consolidation, merger, sale or liquidating
distribution, as the case may be, Optionee had held the number of shares of
Common Stock which were then purchasable upon the exercise of the Option. In any
such case, appropriate adjustment (as reasonably determined by the Board of
Directors of the Company) shall be made in the application of the provisions set
forth herein with respect to the rights and interests thereafter of Optionee
such that the provisions set forth in this Section 3 (including provisions with
respect to adjustment of the per share purchase price of the Option Shares)
shall thereafter be applicable, as nearly as is reasonably practicable, in
relation to any shares of stock or other securities or property thereafter
deliverable upon the exercise of the Option.

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         4. SHARES RESERVED. The Company will, at all times during the term of
this Agreement, reserve and keep available such number of its common shares as
will be sufficient to satisfy the requirements of this Agreement and will pay
all fees and expenses necessarily incurred by the Company in connection with the
issuance of such shares.

         5. RESTRICTION ON ISSUANCE OF SHARES; LEGENDS. The Company will not be
obligated to sell any Option Shares hereunder unless the Option Shares are at
the time exempt from registration under the Securities Act of 1933, as amended,
and applicable state securities laws. Optionee shall make such investment
representations to the Company and shall consent to the imposition of such
legends on the stock certificates as are necessary, in the opinion of the
Company's counsel, to secure to the Company an appropriate exemption from
applicable securities laws.

         6. SUCCESSORS. This Agreement will be binding upon any successor of the
Company.

         7. NO RIGHTS AS SHAREHOLDER. Optionee shall have no rights as a
shareholder by reason of this Agreement and shall have only those rights
expressly conferred by this Agreement.

         8. NONTRANSFERABILITY. This option will not be transferable other than
by will or the laws of descent or distribution or pursuant to a qualified
domestic relations order as defined in the Internal Revenue Code of 1986, as
amended, or Title I of the Employee Retirement Income Security Act of 1974, as
amended, or the rules thereunder, and during the lifetime of Optionee the option
may be exercised only by Optionee. More particularly (but without limiting the
generality of the foregoing), the option may not be assigned, transferred,
pledged or hypothecated in any way, may not be assignable by operation of law,
and may not be subject to execution, attachment or similar process. Any
attempted assignment, transfer, pledge, hypothecation or other disposition of
the option contrary to the provisions hereof, and the levy of any execution,
attachment or similar process upon the option, will be null and void and without
effect.

         9. WITHHOLDING TAXES. Upon exercise of any portion of this option and
notice from the Company to Optionee, Optionee shall pay to the Company the
amount of withholding income tax required to be withheld by the Company from
compensation to Optionee and in turn paid by the Company to the U.S. Internal
Revenue Service.

         10. NOTICES. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been given if
delivered or mailed, first class, with postage prepaid, to:

                  if to the Company, addressed to:

                           IQ Biometrix, Inc.
                           39111 Paseo Padre Parkway
                           Suite 304
                           Fremont CA 94538

                  if to Optionee, addressed to the address for notice set forth
                  beneath Optionee's signature below;

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or to such other address for notice as either party shall hereafter notify the
other party in writing, from time to time.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date first set forth above.

                                   "COMPANY"

                                   IQ BIOMETRIX, INC.


                                   By: /s/ Michael Walsh
                                       -------------------------------
                                       Michael P. Walsh, CFO

                                   "OPTIONEE"

                                   /s/ Liz Matheson
                                   -----------------------------------
                                   Liz Matheson

                                   By:________________________________

                                   Name:______________________________

                                   Title:_____________________________

                                   Address for Optionee:

                                   1453 Avenue D'Orlean

                                   Montreal, PQ H1W 3R2

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         VESTING SCHEDULE

         "(i) this Warrant shall become vested and exercisable with respect to 0
shares of Option (the "First Batch of Vested Shares") immediately upon the
execution and delivery of this Warrant by the Company,

         (ii) this Option grant shall become vested and exercisable with respect
to another 2,500 shares of Warrant Stock (the "Second Batch of Vested Shares")
on the last day of each subsequent month beginning January 31, 2003 and running
for the duration of the corresponding employment agreement.

         (iii) In the event that the Company is proposed to be sold, the Company
shall give notice to the Registered Holder to such effect at least 30 days prior
to the proposed date of the sale. Notwithstanding the above or anything else
contained herein, in the event that the Company is sold on or before March 15,
1998, 50% of the then Unvested Shares shall immediately become Vested Shares
upon the giving of the Company's notice pursuant to the preceding sentence, and
if the Company is sold after March 15, 1998, 100% of the then Unvested Shares
shall immediately become Vested Shares upon the giving of the Company's notice
pursuant to the preceding sentence. For purposes of the preceding, the Company
will be deemed "sold" whenever (i) more than 80% of the capital stock in the
Company, or more than 80% of the assets of the Company (determined on a net
asset value basis), is disposed of, or (ii) the Company becomes (y) a
disappearing corporation in a merger in which the value of the ownership
interest in the surviving corporation of the former shareholders of the Company
is less than 20% of the value of their ownership interest in the Company prior
to the merger, or (z) a surviving corporation in a merger in which the value of
the ownership interest in the Company of the shareholders of the Company after
the merger is less than 20% of the value of their ownership interest in the
Company before the merger.

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