As filed with the Securities and Exchange Commission on February , 2004
                                                                Registration No.
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                              I.Q. BIOMETRIX, INC.
             (Exact name of Registrant as specified in its charter)

                                   ----------

             Delaware                                76-0552098
   (State of Incorporation)                (I.R.S. Employer Identification No.)

                      39111 Paseo Padre Parkway, Suite 304
                            Fremont, California 94538
   (Address, including zip code, of Registrant's principal executive offices)

                        2004 CONSULTANT COMPENSATION PLAN
                            (Full title of the plans)

                                   ----------

                                William Scigliano
                      President and Chief Executive Office
                              I.Q. Biometrix, Inc.
                      39111 Paseo Padre Parkway, Suite 304
                            Fremont, California 94538
                                 (510) 795-2900
(Name, address, and telephone number, including area code, of agent for service)

                                   ----------

                                    Copy to:

                                Mark Crone, Esq.
                               The Crone Law Group
                         201 Mission Street, Suite 1930
                             San Francisco, CA 94105
                                 (415) 495-8900

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                                                      Proposed
                                                   Amount              Maximum             Proposed          Amount of
                                                   to be           Offering Price      Maximum Aggregate   Registration
    Title of Securities to be Registered       Registered(1)        Per Share(2)       Offering Price(2)      Fee(3)
--------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>
Common Stock, $.01 par value to be issued
under Registrant's 2004 Consultant
Compensation Plan                                1,000,000             $1.46               $1,460,000          $184.98
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

================================================================================

<PAGE>

(1)      Amount of securities to be registered  are computed in accordance  with
         Rule  457(h)  promulgated  under  the  Securities  Act of 1933,  as the
         maximum number of the Registrant's Common Stock issuable under the 2004
         Consultant  Compensation  Plan. This Registration  Statement shall also
         cover any  additional  shares of Common Stock which become  issuable by
         reason of any stock dividend,  stock split,  recapitalization  or other
         similar transaction effected without the receipt of consideration which
         results  in an  increase  in the  number of the  outstanding  shares of
         Common Stock.

(2)      The Proposed  Maximum  Offering  Price Per Share and  Proposed  Maximum
         Aggregate  Offering Price are estimated in accordance  with Rule 457(c)
         and Rule  457(h)  promulgated  under  the  Securities  Act of 1933,  as
         amended,  solely  for the  purpose  of  calculating  the  amount of the
         registration  fee based on the  average  of the high and low prices per
         share of the Common  Stock as  reported  on the OTC  Bulletin  Board on
         ____________,  2004.

(3)      The amount of the Registration  fee was calculated  pursuant to Section
         6(b) of the Securities Act of 1933 which provides that the fee shall be
         $92 per $1,000,000 of the proposed maximum aggregate  offering price of
         the securities proposed to be registered.

<PAGE>


                              I.Q. BIOMETRIX, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.    Incorporation of Documents by Reference

     There are hereby incorporated by reference into this Registration Statement
and into the Prospectuses  relating to this Registration  Statement  pursuant to
Rule 428 the  following  documents  and  information  previously  filed with the
Securities and Exchange Commission (the "Commission"):

     1. I.Q.  Biometrix's Annual Report on Form 10-KSB for the fiscal year ended
June 30, 2003,  filed with the  Commission  on October 17,  2003,  as amended on
February 6, 2004.

     2. I.Q.  Biometrix's  Quarterly  Report on Form  10-QSB  for the  quarterly
period ended September 30, 2003, filed with the Commission on November 14, 2003,
as amended on February 6, 2004.

     3. I.Q.  Biometrix's  Quarterly  Report on Form  10-QSB  for the  quarterly
period ended December 31, 2003, filed with the Commission on February 17, 2004.

     4. The  description  of the  Company's  common  stock,  $.01 per value (the
"Common  Stock"),  set forth  under the  caption  "Description  of  Registrant's
Securities to be Registered" in the Company's Registration Statement on Form 8-A
dated  April 7, 1998  (which  incorporates  the  description  under the  caption
"Description of Capital Stock" in the Company's  Registration  Statement on Form
SB-2 (file no. 333-43379), as filed with the Commission on December 29, 1997, as
amended),  and all  amendments  and reports filed  thereafter for the purpose of
updating such description.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof,  and prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which registers all securities then remaining unsold, shall be deemed to
be  incorporated  by  reference  herein and to be part  hereof  from the date of
filing of such documents.

Item 4.    Description of Securities

     Not applicable.

Item 5.    Interests of Named Experts and Counsel

     Not applicable.


<PAGE>

Item 6.    Indemnification of Directors and Officers

     Section 145 of the Delaware  General  Corporation Law (the "DGCL") provides
in relevant part that "[a]  corporation may indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was  serving  at  the  request  of the  corporation,
partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he  reasonably  believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal  action or  proceeding,  had no reasonable  cause to believe his
conduct was unlawful." With respect to derivative actions, Section 145(b) of the
DGCL  provides in relevant part that "[a]  corporation  may indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or  completed  action or suit by or in the right of the  corporation  to
procure  a  judgment  in its  favor[by  reason  of  this  service  in one of the
capacities  specified in the preceding  sentence]  against  expenses  (including
attorneys' fees) actually and reasonably  incurred by him in connection with the
defense or  settlement of such action or suit if he acted in good faith and in a
manner he reasonably  believed to be in or not opposed to the best  interests of
the corporation and except that no  indemnification  shall be made in respect of
any  claim,  issue or matter as to which such  person  shall be  adjudged  to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper."
     Article  Ninth of the  Registrant's  Amended and  Restated  Certificate  of
Incorporation  provides  for the  indemnification  of  directors  to the fullest
extent permissible under Delaware law.

     Article IV of the Registrant's  Bylaws provides for the  indemnification of
officers, directors and third parties acting on behalf of the Registrant if such
person acted in good faith and in a manner reasonably  believed to be in and not
opposed to the best interest of the  Registrant,  and, in any criminal action or
proceeding,  the  indemnified  party had no reason to believe his or her conduct
was unlawful.

     The Company carries officer and director  liability  insurance with respect
to certain matters, including matters arising under the Securities Act.

Item 7.    Exemption from Registration Claimed

     Not applicable.

Item 8.    Exhibits

     Exhibit
     Number                             Document
     ------                             --------

         4.1      Registrant's 2004 Consultant Compensation Plan

         5.1      Opinion of The Crone Law Group,  as to legality of  securities
                  being registered

         23.1     Consent of Malone & Bailey LLP, Independent Auditors

         23.3     Consent of Counsel (contained in Exhibit 5.1)

         24.1     Power of Attorney (see page 6)


Item 9.    Undertakings

     (a) The undersigned Registrant hereby undertakes:


<PAGE>

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  Registration  Statement or any material  change to such  information in the
Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  as  amended  (the  "Securities  Act"),  each  such  post-effective
amendment  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) The undersigned  Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual  report to security  holders that is  incorporated  by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements of Rule 14a-3 under the Securities Exchange Act of 1934; and, where
interim  financial  information  required  to  be  presented  by  Article  3  of
Regulation S-X are not set forth in the prospectus,  to deliver,  or cause to be
delivered  to each person to whom the  prospectus  is sent or given,  the latest
quarterly  report  that  is  specifically   incorporated  by  reference  in  the
prospectus to provide such interim financial information.

     (d) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant  pursuant  to the  items  described  in  Item 6 of  Part  II of  this
Registration  Statement,  or otherwise,  the Registrant has been advised that in
the opinion of the Securities and Exchange  Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.


<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant,
I.Q. Biometrix,  Inc.,  certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the city of Fremont, State of California, on the ___ day of
February, 2004.


                                        I.Q. Biometrix, Inc.

                                        /s/ William Scigliano
                                        -----------------------------------
                                        William Scigliano
                                        President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears   below   constitutes   and   appoints   William   Scigliano,   as   his
attorney-in-fact,  with full power of  substitution,  for him and in any and all
capacities,  to sign  any  and all  amendments  to this  Registration  Statement
(including  post-effective  amendments)  and to file the same, with all exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange Commission,  hereby ratifying and confirming our signatures as they may
be signed by our said  attorney to any and all  amendments  to the  Registration
Statement.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
                Signature                                      Title                           Date
                ---------                                      -----                           ----
<S>                                             <C>                                     <C>
     /s/    William Scigliano                  President and Chief Executive Officer     February __, 2004
            ------------------                 and Chairman of the Board (Principal
            William Scigliano                  Executive Officer and Director)

       /s/    Michael Walsh                    Chief Financial Officer (Principal        February __, 2004
            ------------------                 Accounting Officer)
              Michael Walsh

      /s/    Morden Lazarus
            ------------------                 Director                                  February __, 2004
              Morden Lazarus

        /s/    Greg Micek                      Director                                  February __, 2004
            ------------------
                Greg Micek
</TABLE>

<PAGE>



                                INDEX TO EXHIBITS

     Exhibit
     Number                             Document
     ------                             --------

         4.1      Registrant's 2004 Consultant Compensation Plan

         5.1      Opinion of The Crone Law Group,  as to legality of  securities
                  being registered

         23.1     Consent of Malone & Bailey LLP, Independent Auditors

         23.3     Consent of Counsel (contained in Exhibit 5.1)

         24.1     Power of Attorney (see page 6)
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "secsgml_size_bytes": 17816}]
{"company-data": {"conformed-name": "IQ BIOMETRIX INC", "cik": "0001051902", "assigned-sic": "7372", "irs-number": "760552098", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-112937", "film-number": "04613664"}, "business-address": {"street1": "10600 N DE ANZA BOULEVARD", "city": "CUPERTINO", "state": "CA", "zip": "95014", "phone": "5592222229"}, "mail-address": {"street1": "10600 N DE ANZA BOULEVARD", "city": "CUPERTINO", "state": "CA", "zip": "95014"}, "former-company": {"former-conformed-name": "JVWEB INC", "date-changed": "19971222"}}
As filed with the Securities and Exchange Commission on February , 2004
                                                                Registration No.
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                              I.Q. BIOMETRIX, INC.
             (Exact name of Registrant as specified in its charter)

                                   ----------

             Delaware                                76-0552098
   (State of Incorporation)                (I.R.S. Employer Identification No.)

                      39111 Paseo Padre Parkway, Suite 304
                            Fremont, California 94538
   (Address, including zip code, of Registrant's principal executive offices)

                        2004 CONSULTANT COMPENSATION PLAN
                            (Full title of the plans)

                                   ----------

                                William Scigliano
                      President and Chief Executive Office
                              I.Q. Biometrix, Inc.
                      39111 Paseo Padre Parkway, Suite 304
                            Fremont, California 94538
                                 (510) 795-2900
(Name, address, and telephone number, including area code, of agent for service)

                                   ----------

                                    Copy to:

                                Mark Crone, Esq.
                               The Crone Law Group
                         201 Mission Street, Suite 1930
                             San Francisco, CA 94105
                                 (415) 495-8900

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------
                                                                      Proposed
                                                   Amount              Maximum             Proposed          Amount of
                                                   to be           Offering Price      Maximum Aggregate   Registration
    Title of Securities to be Registered       Registered(1)        Per Share(2)       Offering Price(2)      Fee(3)
--------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value to be issued
under Registrant's 2004 Consultant
Compensation Plan                                1,000,000             $1.46               $1,460,000          $184.98
--------------------------------------------------------------------------------------------------------------------------
================================================================================
(1)      Amount of securities to be registered  are computed in accordance  with
         Rule  457(h)  promulgated  under  the  Securities  Act of 1933,  as the
         maximum number of the Registrant's Common Stock issuable under the 2004
         Consultant  Compensation  Plan. This Registration  Statement shall also
         cover any  additional  shares of Common Stock which become  issuable by
         reason of any stock dividend,  stock split,  recapitalization  or other
         similar transaction effected without the receipt of consideration which
         results  in an  increase  in the  number of the  outstanding  shares of
         Common Stock.

(2)      The Proposed  Maximum  Offering  Price Per Share and  Proposed  Maximum
         Aggregate  Offering Price are estimated in accordance  with Rule 457(c)
         and Rule  457(h)  promulgated  under  the  Securities  Act of 1933,  as
         amended,  solely  for the  purpose  of  calculating  the  amount of the
         registration  fee based on the  average  of the high and low prices per
         share of the Common  Stock as  reported  on the OTC  Bulletin  Board on
         ____________,  2004.

(3)      The amount of the Registration  fee was calculated  pursuant to Section
         6(b) of the Securities Act of 1933 which provides that the fee shall be
         $92 per $1,000,000 of the proposed maximum aggregate  offering price of
         the securities proposed to be registered.
I.Q. BIOMETRIX, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference

     There are hereby incorporated by reference into this Registration Statement
and into the Prospectuses  relating to this Registration  Statement  pursuant to
Rule 428 the  following  documents  and  information  previously  filed with the
Securities and Exchange Commission (the "Commission"):

     1. I.Q.  Biometrix's Annual Report on Form 10-KSB for the fiscal year ended
June 30, 2003,  filed with the  Commission  on October 17,  2003,  as amended on
February 6, 2004.

     2. I.Q.  Biometrix's  Quarterly  Report on Form  10-QSB  for the  quarterly
period ended September 30, 2003, filed with the Commission on November 14, 2003,
as amended on February 6, 2004.

     3. I.Q.  Biometrix's  Quarterly  Report on Form  10-QSB  for the  quarterly
period ended December 31, 2003, filed with the Commission on February 17, 2004.

     4. The  description  of the  Company's  common  stock,  $.01 per value (the
"Common  Stock"),  set forth  under the  caption  "Description  of  Registrant's
Securities to be Registered" in the Company's Registration Statement on Form 8-A
dated  April 7, 1998  (which  incorporates  the  description  under the  caption
"Description of Capital Stock" in the Company's  Registration  Statement on Form
SB-2 (file no. 333-43379), as filed with the Commission on December 29, 1997, as
amended),  and all  amendments  and reports filed  thereafter for the purpose of
updating such description.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof,  and prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which registers all securities then remaining unsold, shall be deemed to
be  incorporated  by  reference  herein and to be part  hereof  from the date of
filing of such documents.

Item 4.    Description of Securities

     Not applicable.

Item 5.    Interests of Named Experts and Counsel

     Not applicable.
Item 6.    Indemnification of Directors and Officers

     Section 145 of the Delaware  General  Corporation Law (the "DGCL") provides
in relevant part that "[a]  corporation may indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was  serving  at  the  request  of the  corporation,
partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he  reasonably  believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal  action or  proceeding,  had no reasonable  cause to believe his
conduct was unlawful." With respect to derivative actions, Section 145(b) of the
DGCL  provides in relevant part that "[a]  corporation  may indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or  completed  action or suit by or in the right of the  corporation  to
procure  a  judgment  in its  favor[by  reason  of  this  service  in one of the
capacities  specified in the preceding  sentence]  against  expenses  (including
attorneys' fees) actually and reasonably  incurred by him in connection with the
defense or  settlement of such action or suit if he acted in good faith and in a
manner he reasonably  believed to be in or not opposed to the best  interests of
the corporation and except that no  indemnification  shall be made in respect of
any  claim,  issue or matter as to which such  person  shall be  adjudged  to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper."
     Article  Ninth of the  Registrant's  Amended and  Restated  Certificate  of
Incorporation  provides  for the  indemnification  of  directors  to the fullest
extent permissible under Delaware law.

     Article IV of the Registrant's  Bylaws provides for the  indemnification of
officers, directors and third parties acting on behalf of the Registrant if such
person acted in good faith and in a manner reasonably  believed to be in and not
opposed to the best interest of the  Registrant,  and, in any criminal action or
proceeding,  the  indemnified  party had no reason to believe his or her conduct
was unlawful.

     The Company carries officer and director  liability  insurance with respect
to certain matters, including matters arising under the Securities Act.

Item 7.    Exemption from Registration Claimed

     Not applicable.

Item 8.    Exhibits

     Exhibit
     Number                             Document
     ------                             --------

         4.1      Registrant's 2004 Consultant Compensation Plan

         5.1      Opinion of The Crone Law Group,  as to legality of  securities
                  being registered

         23.1     Consent of Malone & Bailey LLP, Independent Auditors

         23.3     Consent of Counsel (contained in Exhibit 5.1)

         24.1     Power of Attorney (see page 6)

Item 9.    Undertakings

     (a) The undersigned Registrant hereby undertakes:
(1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  Registration  Statement or any material  change to such  information in the
Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  as  amended  (the  "Securities  Act"),  each  such  post-effective
amendment  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) The undersigned  Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual  report to security  holders that is  incorporated  by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements of Rule 14a-3 under the Securities Exchange Act of 1934; and, where
interim  financial  information  required  to  be  presented  by  Article  3  of
Regulation S-X are not set forth in the prospectus,  to deliver,  or cause to be
delivered  to each person to whom the  prospectus  is sent or given,  the latest
quarterly  report  that  is  specifically   incorporated  by  reference  in  the
prospectus to provide such interim financial information.

     (d) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant  pursuant  to the  items  described  in  Item 6 of  Part  II of  this
Registration  Statement,  or otherwise,  the Registrant has been advised that in
the opinion of the Securities and Exchange  Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant,
I.Q. Biometrix,  Inc.,  certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the city of Fremont, State of California, on the ___ day of
February, 2004.

                                        I.Q. Biometrix, Inc.

                                        /s/ William Scigliano
                                        -----------------------------------
                                        William Scigliano
                                        President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears   below   constitutes   and   appoints   William   Scigliano,   as   his
attorney-in-fact,  with full power of  substitution,  for him and in any and all
capacities,  to sign  any  and all  amendments  to this  Registration  Statement
(including  post-effective  amendments)  and to file the same, with all exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange Commission,  hereby ratifying and confirming our signatures as they may
be signed by our said  attorney to any and all  amendments  to the  Registration
Statement.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                      Title                           Date
                ---------                                      -----                           ----
/s/    William Scigliano                  President and Chief Executive Officer     February __, 2004
            ------------------                 and Chairman of the Board (Principal
            William Scigliano                  Executive Officer and Director)

       /s/    Michael Walsh                    Chief Financial Officer (Principal        February __, 2004
            ------------------                 Accounting Officer)
              Michael Walsh

      /s/    Morden Lazarus
            ------------------                 Director                                  February __, 2004
              Morden Lazarus

        /s/    Greg Micek                      Director                                  February __, 2004
            ------------------
                Greg Micek
INDEX TO EXHIBITS

     Exhibit
     Number                             Document
     ------                             --------

         4.1      Registrant's 2004 Consultant Compensation Plan

         5.1      Opinion of The Crone Law Group,  as to legality of  securities
                  being registered

         23.1     Consent of Malone & Bailey LLP, Independent Auditors

         23.3     Consent of Counsel (contained in Exhibit 5.1)

         24.1     Power of Attorney (see page 6)