AMENDMENT TO EMPLOYMENT AGREEMENT

      THIS AMENDMENT TO EMPLOYMENT  AGREEMENT (the  "Agreement") is effective as
of  ______________between  I.Q.  Biometrix,  Inc., a Delaware  corporation  (the
"Company") and William B. G. Scigliano (the "Executive").

                                    RECITALS

      WHEREAS the Company and  Executive  entered into an  Employment  Agreement
effective January 1, 2004 (the "Employment Agreement");

      WHEREAS, I.Q. Biometrix,  Inc. ("IQB"), Wherify Wireless, Inc. ("Wherify")
and Wherify  Acquisition,  Inc., a newly-formed  wholly-owned  subsidiary of IQB
established  under the laws of the state of  California  (the "Merger Sub") have
entered into an Agreement and Plan of Merger,  dated April 13, 2004 (the "Merger
Agreement"),  pursuant to which Wherify has agreed, subject to certain terms and
conditions, to merge with and into Merger Sub (the "Merger");

      WHEREAS,  subject to the Closing of the  Merger,  as defined in the Merger
Agreement, the Company and Executive desire to amend the Employment Agreement to
reflect Executive's new duties and responsibilities after the Merger;

      NOW, THEREFORE, in consideration of the mutual promises,  representations,
warranties,  covenants  and  conditions  set forth  herein,  the Company and the
Executive hereby amend the Employment Agreement as set forth below.

      1. POSITION AND DUTIES.  Section 3 of the  Employment  Agreement  shall be
amended and restated in its entirety as follows:

      "3. POSITION AND DUTIES

            3.1  Establishment  and Support of Public Sector  Business  Unit. As
soon as  practicable  after the  Closing of the Merger,  the Board of  Directors
shall by  resolution  adopted at a duly called  meeting or by unanimous  written
consent formally establish the Public Sector Business Unit (the "Business Unit")
of the Company and appoint Executive as the officer responsible for the Business
Unit ("Business Unit  Director").  The Company and Executive shall work together
in good faith to agree upon a business  strategy,  operating  plan and  12-month
budget for the  Business  Unit  within 120 days after the closing of the Merger,
and the Company  shall  provide to Executive  and the Business  Unit  reasonably
adequate resources and support to allow it to achieve its business plan.

            3.2  Position.  For so long as Executive is employed by the Company,
the Company's board of directors (the "Board")  agrees to nominate  Executive to
serve as a member of the Board and to include  such  nomination  in each  proxy,
ballot, proxy statement or information  statement provided by the Company to its
stockholders.  For so  long  as  such  Executive  is  elected  by the  Company's
stockholders  to serve as a member  of the  Board,  then the  Board  will  elect
Executive as the Chairman of the Board and Executive hereby agrees to serve as a
member and Chairman of the Board of the Company.  In addition,  Executive  shall
serve as the Business Unit  Director.  At the Company's  request,  the Executive
may, at the  Executive's  discretion,  serve the Company  and/or its  respective
subsidiaries  and  affiliates in other offices and capacities in addition to the
foregoing,  but shall not be required to do so. In the event that the Executive,
during the term of this  Agreement,  serves in any  capacity  in addition to the
foregoing,  the  Executive's  compensation  shall not be  increased  beyond that
specified in Section 4 of this Agreement. In addition, subject to the provisions
of Section 5 and 6 below,  in the event the Company and the  Executive  mutually
agree that the Executive shall  terminate the Executive's  service in any one or
more of the aforementioned capacities, or the Executive's service in one or more
of the aforementioned capacities is terminated, the Executive's compensation, as
specified in Section 4 of this Agreement,  shall not be diminished or reduced in
any manner.

            3.3 Duties.  The Company agrees that the duties that may be assigned
to the Executive shall be the usual and customary  duties of the Chairman of the
Board of  Directors  and  Business  Unit  Director  and such  other  duties  and
activities  upon which the parties may  mutually  agree.  As the  Business  Unit
Director, Executive shall have the authority to manage the Business Unit's sales
and sales administrative  functions.  Employees of the Business Unit will not be
reassigned  from the Business Unit without the approval of the Executive,  which
approval shall not be unreasonably withheld.


                                       1
<PAGE>

            3.4   Devotion  of  Time  and   Effort.   Executive   shall   devote
substantially  all of his  business  time and effort in  performing  Executive's
duties as required  hereunder and to act in the best interests of the Company at
all times  except  that  nothing  in this  Agreement  shall  have the  effect of
diminishing or restricting  or preempting  Executive from  exercising any rights
that Executive may have as a shareholder or holder of securities in the Company.

            3.5 Other  Activities.  The Executive may engage in other activities
for the  Executive's  own account while employed  hereunder,  including  without
limitation  charitable,  community and other business activities,  provided that
such  activities  do not  compete  directly  or  indirectly  with the  actual or
reasonably  potential  business of the Company  and/or which  interfere with the
performance of the  Executive's  duties  hereunder,  it being  understood by the
parties that the  Executive  shall  always put the best  interest of the Company
first except as when the Executive  may exercise his rights as a shareholder  or
holder of securities of the Company."

      2. Cause.  Section 5.3(c) of the Employment Agreement shall be amended and
restated in its entirety as follows:

            "(c) Any reprimand,  citation,  censor,  or other official action of
the Securities and Exchange Commission or any regulatory agency having competent
jurisdiction,  except where such reprimand,  citation, censor, or other official
action is applicable to the Company or its Board of Directors generally; or "

      3. Termination.  Section 5.6 of the Employment  Agreement shall be amended
and restated in its entirety as follows:

            "5.6  Termination  by  Executive  for Good  Reason  After  Change of
Control.  The Executive may terminate  this  Agreement for Good Reason,  upon at
least ten (10) days' prior written notice to the Company at any time following a
"Change in Control" (as hereinafter defined) of the Company.

            "Change  in  Control"  shall  mean  the  occurrence  of  any  of the
following events:

            (a) Any combination of the individuals  constituting the Board as of
the date of this  Agreement  (the  "Incumbent  Board")  cease for any  reason to
constitute  at least a majority  of the Board;  provided,  however,  that if the
election, or nomination for election by the Company's  stockholders,  of any new
director was approved by a vote of at least a majority of the  Incumbent  Board,
such new director shall be considered a member of the Incumbent Board;

            (b) An  acquisition  of any voting  securities  of the Company  (the
"Voting  Securities") by any "person" (as the term "person" is used for purposes
of Section  13(d) or Section  14(d) of the  Securities  Exchange Act of 1934, as
amended (the "1934 Act"))  immediately  after which such person has  "beneficial
ownership"  (within the meaning of Rule 13d 3 promulgated under the 1934 Act) of
Twenty-Five  Percent (25%) or more of the combined voting power of the Company's
then  outstanding  Voting  Securities  unless such acquisition was approved by a
vote of at least one more than a majority of the Incumbent Board; or

            (c) Approval by the stockholders of the Company of:

                  (i) A merger, consolidation,  share exchange or reorganization
involving  the Company,  unless the  stockholders  of the  Company,  immediately
before  such  merger,  consolidation,  share  exchange or  reorganization,  own,
directly or indirectly immediately following such merger,  consolidation,  share
exchange or reorganization, more than Fifty Percent (50%) of the combined voting
power  of the  outstanding  Voting  Securities  of the  corporation  that is the
successor in such merger,  consolidation,  share exchange or reorganization (the
"Surviving  Company") in substantially the same proportion as their ownership of
the Voting  Securities  immediately  before such  merger,  consolidation,  share
exchange or reorganization;


                                       2
<PAGE>

                  (ii) A complete liquidation or dissolution of the Company; or

                  (iii) An agreement for the sale or other disposition of all or
substantially all of the assets of the Company.

            "Good Reason" shall exist if, without the Executive's  prior written
consent, one or more of the following events occurs:

                  (i)  a  material  reduction  of  Executive's  duties,   title,
authority or responsibilities,  relative to Executive's duties, title, authority
or  responsibilities  as in effect  immediately prior to such reduction,  or the
assignment   to  Executive  of  such  reduced   duties,   title,   authority  or
responsibilities;

                  (ii) a material  reduction,  of the facilities and perquisites
(including  reasonable  office space and location at the  Company's  headquarter
offices and in  Washington,  D.C.  and taking into  consideration  the title and
duties  of the  Executive)  available  to  Executive  immediately  prior to such
reduction,  other than a reduction generally applicable to all senior management
of the Company;

                  (iii)  a  reduction  by the  Company  in the  Base  Salary  of
Executive  as in  effect  immediately  prior  to such  reduction  (other  than a
reduction that generally applies to Company employees);

                  (iv) a material  reduction  by the  Company  in the  aggregate
level of employee benefits,  including Milestone Bonuses, to which Executive was
entitled  immediately  prior to such reduction with the result that  Executive's
aggregate  benefits  package is materially  reduced (other than a reduction that
generally applies to Company employees);

                  (v)  Executive's  work  location  is  relocated  to a location
outside the  greater  San  Francisco  Bay Area or greater  metropolitan  area of
Washington,  D.C., or another mutually agreed upon location,  provided, however,
that nothing in this Agreement shall be construed to require  Executive to carry
out his duties in any particular location;

                  (vi) within 120 days following the Closing of the Merger,  the
failure by the Company to reasonably agree upon a business  strategy,  operating
plan and 12-month budget for the Business Unit, as further  described in Section
3.1 above;

                  (vii)  failure to provide to Executive  and the Business  Unit
reasonably  adequate  resources  and support to allow it to achieve its business
plan;

                  (viii) during  Executive's  employment  with the Company,  the
failure to nominate Executive to the Company's Board of Directors;

                  (ix)  during  Executive's  employment  with the  Company,  the
failure of the Company's  stockholders to elect Executive to the Company's Board
of Directors;

                  (x) during  Executive's  membership on the Company's  Board of
Directors,  the failure to appoint  Executive as the  Chairman of the  Company's
Board;

                  (xi)  any  material  breach  by the  Company  of any  material
provision of this Agreement; or


                                       3
<PAGE>

                  (xii) any act or set of facts or  circumstances  which  would,
under  California case law or statute  constitute a constructive  termination of
Executive.

      4. Compensation Upon Termination.

            (a) Section  6.3 of the  Employment  Agreement  shall be amended and
restated as follows:

            "6.3  Termination  Without Cause or for Good Reason.  If the Company
terminates Executive's employment without Cause as defined in Section 5.3, or if
Executive  terminates  his  employment  for Good Reason  pursuant to Section 5.6
above,  the Company shall pay the  Executive:  (a) his salary and other benefits
through and including the normal  expiration  date of the term of Agreement then
in effect as though the  Executive had not been  terminated;  and (b) a lump sum
payment of an amount equal to all Milestone  Bonuses that Executive was eligible
to earn,  whether or not fully  earned,  as though such  Milestone  Bonuses were
fully  earned at the time of such  termination.  To the extent the amount of any
Milestone  Bonus shall have not been  determined  or  reasonably  agreed to, the
amount of the Milestone  Bonuses shall be equal to the total  Milestone  Bonuses
for which Executive was eligible during the prior year. Additionally,  all stock
options to purchase the Company's  stock granted to the Executive as of the Date
of Termination and which have not vested prior to the Date of Termination  shall
automatically  vest and become  immediately  exercisable by the Executive on the
termination  date and shall  remain  exercisable  for a period of one year.  The
provisions of this paragraph shall constitute an amendment to any existing stock
option agreements between the Company and Executive as of the Effective Date."

            (b) Section  6.5 of the  Employment  Agreement  shall be amended and
restated as follows:

            "6.5  Termination  After A Change of  Control.  Notwithstanding  the
provisions of Section 6.4 above,  if the Company  terminates  Executive  without
Cause, as defined in Section 5.3, or if Executive  terminates his employment for
Good  Reason  pursuant to Section  5.6 above  within six (6) months  following a
Change in  Control as defined in  Section  5.6  hereof,  instead  of, and not in
addition to, the  compensation  to be paid to Executive  pursuant to Section 6.3
above,  the  Company  shall pay the  Executive:  (x) his Base  Salary  and other
benefits through and including the Date of Termination; and, (y) an amount equal
to (i) three (3) times  Executive's  Base  Salary at the annual Base Salary then
currently in effect,  and (ii) three (3) times the total amount of all Milestone
Bonuses that  Executive was eligible to earn,  whether or not fully  earned,  as
though such Milestone Bonuses were fully earned at the time of such termination.
To the extent the amount of any Milestone  Bonus shall have not been  determined
or reasonably  agreed to, the amount of the Milestone  Bonuses shall be equal to
the total  Milestone  Bonuses for which  Executive was eligible during the prior
year. Additionally, all stock options to purchase the Company's stock granted to
the Executive as of the Date of  Termination  and which have not vested prior to
the Date of  Termination  shall  automatically  become  immediately  vested  and
exercisable  by the  Executive  on the  Date of  Termination  and  shall  remain
exercisable  for a period of one year. The  provisions of this  paragraph  shall
constitute  an  amendment to any existing  stock option  agreements  between the
Company and Executive as of the Effective Date."

            (c) Section 6 of the  Employment  Agreement  shall be amended to add
the following new Section 6.8:

            "6.8 Form of Compensation.  Up to fifty percent (50%) of any amounts
due and payable to  Executive  pursuant to this  Section 6 may, at the option of
the Company,  be paid to Executive in cash or in freely  tradeable shares of the
Company's  common  stock  within  thirty  (30) days  after  Executive's  Date of
Termination.  If the Company  elects to pay  compensation  owed to  Executive in
shares  of the  Company's  common  stock,  the  number of shares to be issued to
Executive  shall be  calculated  based on the average of the last  reported sale
price  per  share  of  the   Company's   common   stock  as   reported   on  the
Over-the-Counter Bulletin Board (or such successor reporting agency that reports
trading  in the  Company's  common  stock)  for the  twenty  (20)  trading  days
immediately prior to such issuance."


                                       4
<PAGE>

      4.  Confidentiality  and  Non-Solicitation  Covenants.  Section 7.5 of the
Employment Agreement shall be deleted in its entirety.

      5. Remaining  Provisions.  Except as set forth herein, all other terms and
conditions of the Employment Agreement shall remain the same.

      IN WITNESS WHEREOF, the parties have executed this Amendment to Employment
Agreement as of the date and year first above written.

"Company"                                      "Executive"

IQ BIOMETRIX, INC., a Delaware corporation


By:
   ----------------------------------------     -----------------------
   Title:                                       William B. G. Scigliano


                                       5