CONSULTING AGREEMENT

      This  Consulting  Agreement  ("Agreement")  is made and  entered  into and
effective on this 1st day of August,  2003 by and between IQ BIOMETRIX,  INC., a
Delaware  corporation  with a principal  place of  business at Suite 304,  39111
Paseo Padre Parkway, Fremont, California 94538 ("Company"),  and DANIEL MCKELVEY
with an address of 201 Mission  Street,  Suite  1930,  San  Francisco,  CA 94105
("Consultant").  The  Company  desires to retain  Consultant  as an  independent
contractor to perform  consulting  services for the Company,  and  Consultant is
willing to perform  such  services,  on terms set forth  more  fully  below.  In
consideration  of the mutual  promises  contained  herein,  the parties agree as
follows:

1. SERVICES, COMPENSATION, AND TERM

      1.1 Consultant agrees to perform for the Company the services ("Services")
described in Appendix A, attached hereto.

      1.2 The term of this agreement is one (1) year.

      1.3 Company shall pay Consultant the compensation described in Appendix A,
attached hereto.

2. CONFIDENTIALITY

      2.1 "Confidential  Information" means any Company proprietary information,
technical  data,  trade  secrets or  know-how,  including,  but not  limited to,
research, product plans, products, services, customers, customer lists, markets,
software,  developments,  inventions,  processes, formulas, technology, designs,
drawings, engineering,  hardware configuration information,  marketing, finances
or other  business  information  disclosed  by the  Company  either  directly or
indirectly  in  writing,  orally  or by  drawings  or  inspection  of  parts  or
equipment, whether marked as "confidential" or not.

      2.2  Consultant  will  not,  during  or  subsequent  to the  term  of this
Agreement  and for a  period  of two (2)  years  thereafter,  use the  Company's
Confidential  Information for any purpose  whatsoever other than the performance
of the Services on behalf of the Company or disclose the Company's  Confidential
Information  to  any  third  party.  It is  understood  that  said  Confidential
Information  shall remain the sole property of the Company.  Consultant  further
agrees to take all reasonable precautions to prevent any unauthorized disclosure
of such  Confidential  Information.  Confidential  Information  does not include
information  which  (i) is known to  Consultant  at the  time of  disclosure  to
Consultant by the Company as evidenced by written  records of  Consultant,  (ii)
has become publicly known and made generally  available  through no wrongful act
of Consultant,  or (iii) has been rightfully received by Consultant from a third
party who is authorized to make such disclosure.

      2.3 Consultant  agrees that  Consultant  will not, during the term of this
Agreement,  improperly  use or disclose  any  proprietary  information  or trade
secrets of any former or current  employer or other  person or entity with which
Consultant has an agreement or duty to keep in confidence  information  acquired
by  Consultant if any, and that  Consultant  will not bring onto the premises of
the Company any  unpublished  document or proprietary  information  belonging to
such employer, person or entity unless consented to in writing by such employer,
person or entity.  Consultant  will  indemnify  the Company and hold it harmless
from and against  all  claims,  liabilities,  damages  and  expenses,  including
reasonable  attorney's  fees and costs of suit,  arising out of or in connection
with any violation or claimed  violation of a third party's rights  resulting in
whole or in part from the Company's use of the work product of Consultant  under
this Agreement.
<PAGE>

      2.4 Consultant  recognizes that the Company has received and in the future
will receive from third parties their  confidential  or proprietary  information
subject to a duty on the Company's part to maintain the  confidentiality of such
information and to use it only for certain limited  purposes.  Consultant agrees
that Consultant owes the Company and such third parties, during the term of this
Agreement and  thereafter,  a duty to hold all such  confidential or proprietary
information  in the strictest  confidence  and not to disclose it to any person,
firm or  corporation  or to use it  except  as  necessary  in  carrying  out the
Services for the Company consistent with the Company's agreement with such third
party.

      2.5 Upon the  termination of this  Agreement,  or upon  Company's  earlier
request, Consultant will deliver to the Company all of the Company's property or
Confidential  Information that Consultant may have in Consultant's possession or
control.

3. CONFLICTING OBLIGATIONS

      Consultant  certifies  that  Consultant  has no  outstanding  agreement or
obligation that is in conflict with any of the provisions of this Agreement,  or
that would preclude  Consultant from complying with the provisions  hereof,  and
further  certifies  that  Consultant  will not enter  into any such  conflicting
agreement during the term of this Agreement.

4. TERMINATION

      Either party may terminate this Agreement,  with or without  reason,  upon
giving  thirty  (30) days  prior  written  notice  thereof  to the other  party.
Additionally,  the Company may terminate this Agreement immediately for Cause as
defined below by giving  Consultant  written  notice  thereof..  Any such notice
shall be addressed to the party at the address shown above or such other address
as the party may notify the other of and shall be deemed given upon  delivery if
delivered in person,  or twenty (24) hours after having been  deposited with any
commercial "over-night" curriers marked for "next day" delivery,, or forty-eight
(48) hours after  having  been  deposited  in the United  States  mail,  postage
prepaid, registered or certified mail, return receipt requested.

      4.1 Upon any such  termination all rights and duties of the parties toward
each other shall cease except that:

      (i)   in the event of a termination  without  Cause,  the Company shall be
            obliged  to pay,  within  ten  (10)  days of the  effective  date of
            termination,  all amounts owing to Consultant for Services completed
            prior to the  termination  date and  related  expenses,  if any,  in
            accordance   with  the   provisions   of  Section  1  (Services  and
            Compensation)  hereof,  and  any  Compensation  as  defined  in said
            Section  1 as and when due for the Term of the  Agreement  as if the
            Agreement had not been terminated,

            Or
<PAGE>

      (ii)  in the  event of a  termination  for  Cause,  the  Company  shall be
            obliged  to pay,  within  ten  (10)  days of the  effective  date of
            termination,  all amounts owing to Consultant for Services completed
            prior to the  termination  date and  related  expenses,  if any,  in
            accordance   with  the   provisions   of  Section  1  (Services  and
            Compensation)  hereof.  For purposes of this Agreement,  Cause shall
            mean and/or be deemed to have occurred upon: (i) one or more acts of
            personal  dishonesty,   fraud  or  deceit  taken  by  Consultant  in
            connection with his responsibilities as a Consultant and intended to
            result in  personal  enrichment  of  Consultant  and/or  harm to the
            Company,  and/or (ii) the date  Consultant is charged with, or pleas
            nolo  contendere to, any crime  involving  honesty,  ethics or moral
            turpitude,  and/or (iii) any willful act(s) or omission(s) to act by
            Consultant  which  constitutes  negligence,  willful bad acts and/or
            gross   misconduct   and  which  is  materially   injurious  to  the
            operations, prospects, reputation or business of the Company, and/or
            (iv) Consultant's failure to cure performance issues within ten (10)
            days  following  delivery  to  Consultant  of a written  demand  for
            performance  which describes the basis for the Company's  reasonable
            belief that  Consultant has failed to  substantially  and materially
            perform his duties,  or that Consultant has continued to violate his
            obligations to the Company which violations are demonstrably willful
            and deliberate on Consultant's part.

      (iii) Sections  2  (Confidentiality),   6  (Independent   Contractor),   8
            (Accuracy  of   Information),   and  9  through  13  shall   survive
            termination of this Agreement; and

5. ASSIGNMENT

      Neither this Agreement nor any right  hereunder or interest  herein may be
assigned or transferred by Consultant without the express written consent of the
Company,  and any such  assignment  or transfer in  violation  of this Section 5
shall be null and void.

6. INDEPENDENT CONTRACTOR

      The parties to this Agreement are independent contractors. Nothing in this
Agreement  shall in any way be construed to  constitute  Consultant as an agent,
employee or  representative  of the Company,  but  Consultant  shall perform the
Services  hereunder as an independent  contractor.  Consultant agrees to furnish
(or reimburse  the Company for) all tools and materials  necessary to accomplish
this contract, and shall incur all expenses associated with performance,  except
as expressly provided on Appendix A of this Agreement.  Consultant  acknowledges
and agrees that  Consultant  is obligated  to report as income all  compensation
received by Consultant  pursuant to this Agreement and Consultant  agrees to and
acknowledges  the  obligation to pay any  applicable  self-employment  and other
taxes thereon.
<PAGE>

7. BENEFITS

      Consultant  acknowledges  and agrees  and it is the intent of the  parties
hereto that Consultant  receive no  Company-sponsored  benefits from the Company
either as a Consultant or employee.  If Consultant is reclassified by a state or
federal  agency or court as an employee,  Consultant  will become a reclassified
employee and will receive no benefits  except those mandated by state or federal
law, even if by the terms of the  Company's  benefit plans in effect at the time
of such  reclassification  Consultant  would  otherwise  be  eligible  for  such
benefits.

8. ACCURACY OF INFORMATION

      In connection with the Consultant's  services, the Company will furnish to
Consultant  information  that Consultant  reasonably  believes  necessary to the
provision  of  services  under  this  Agreement.  The  Company  recognizes  that
Consultant  does not assume  responsibility  for the accuracy or completeness of
this  information  and Consultant  will not  independently  verify the same. The
information  furnished by the Company,  when delivered,  will be, to the best of
the  Company's  knowledge,  true  and  correct  in all  material  respects.  The
information  shall be deemed to be  "Confidential  Information,"  subject to the
provisions  of  Section 2 hereof,  and may not be  disclosed  without  the prior
written  consent  of the Chief  Executive  Officer  of the  Company.  Consultant
covenants that all information delivered or furnished by Consultant to any third
party shall accurately  reflect the information given to it by the Company,  and
Consultant shall hold Company  harmless from any and all liability,  expenses or
claims arising from any breach of Consultant's obligations under this Section 8.

9. GOVERNING LAW

      This Agreement shall be governed by the internal substantive laws, but not
the choice of law rules, of the State of California.

10. ENTIRE AGREEMENT

      This  Agreement is the entire  agreement of the parties and supersedes any
prior  agreements  between them,  whether  written or oral,  with respect to the
subject matter hereof.  No waiver,  alteration,  or  modification  of any of the
provisions of this  Agreement  shall be binding  unless in writing and signed by
duly authorized representatives of the parties hereto.

11. ATTORNEY'S FEES

      In any  court  action  at law or  equity  which is  brought  by one of the
parties to enforce or interpret the provisions of this Agreement, the prevailing
party will be entitled to reasonable  attorney's  fees, in addition to any other
relief to which that party may be entitled.
<PAGE>

12. SEVERABILITY

      The invalidity or unenforceability of any provision of this Agreement,  or
any terms  thereof,  shall not affect the validity of this Agreement as a whole,
which shall at all times remain in full force and effect.

13. INDEMNIFICATION

      Consultant  will  indemnify  and hold  Company  harmless  from and against
expenses,  damages,  claims, suits, actions,  judgments and costs (including but
not limited to attorneys'  fees) from any third party arising from or in any way
connected  with  any  claim,  action  or  suit  that  arises  from  Consultant's
performance of its obligations under this Agreement.

      Consultant  further  agrees to indemnify and hold harmless the Company and
its  directors,  officers,  and  employees  from and against all taxes,  losses,
damages,  liabilities,  costs and expenses,  including attorney's fees and other
legal expenses, arising directly or indirectly from (i) any negligent,  reckless
or  intentionally  wrongful  act  of  Consultant  or  Consultant's   assistants,
employees  or  agents,  (ii) a  determination  by a court  or  agency  that  the
Consultant  is not  an  independent  contractor,  or  (iii)  any  breach  by the
Consultant  or  Consultant's  assistants,  employee  or  agents  of  any  of the
covenants contained in this Agreement.

      Company  will  indemnify  and hold  Consultant  harmless  from and against
expenses,  damages,  claims, suits, actions,  judgments and costs (including but
not limited to attorneys'  fees)  arising from or in any way connected  with any
claim, action or suit that arises from Company's  performance of its obligations
under this Agreement.

      Company  further  agrees to indemnify and hold harmless the Consultant and
its  partners  and  employees  from and  against  all  taxes,  losses,  damages,
liabilities,  costs and  expenses,  including  attorney's  fees and other  legal
expenses,  arising  directly or indirectly  from (i) any negligent,  reckless or
intentionally  wrongful  act of Company or  Company's  directors,  officers,  or
employees, (ii) any breach by the Company's or Company's directors, officers, or
employee of any of the covenants contained in this Agreement.

14. PRIOR AGREEMENTS.

      Except as otherwise limited by this Section,  To the extent not previously
terminated, the consulting agreements by and between the Company and Consultant,
dated as of December 1, 2002,  January 15, 2003, and May 31, 2003  (effective as
of March 31,  2003),  (collectively  the  "Prior  Agreements")  are each  hereby
terminated and Consultant  acknowledges that all obligations due from Company to
Consultant hereunder have been satisfied in full. Notwithstanding the foregoing,
any and all  obligations  of  confidentiality  due from  Consultant  to  Company
pursuant  to the  Prior  Agreements  shall  remain in full  force and  effect as
otherwise provided in such Prior Agreements.

                         [signatures on following page]
<PAGE>

      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the day and year written below.

DATE:                               COMPANY

                                    IQ BIOMETRIX, INC.


                                    By:
-----------------------                -------------------------------------
                                       William B. G. Scigliano
                                       President and Chief Executive Officer

DATE:                               CONSULTANT

                                    DANIEL MCKELVEY


------------------------            ----------------------------------------
                                    Daniel McKelvey
<PAGE>

                                   APPENDIX A

                            SERVICES AND COMPENSATION

1. SERVICES

      Consultant shall provide the following services as may be specified by the
Company's Chief Executive Officer and/or Board of Directors:

      (a) Provide  general  management  advice and  counseling  to the  Company,
especially in the areas of financial management and business planning;

      (b) Advise and assist the Company in identifying, evaluating, negotiating,
and  securing  sources of debt and equity  funding,  acquisition  and/or  merger
opportunities,  joint venture or other  partnering  opportunities,  and business
restructurings and divestitures; and.

      (c) Provide such other specific  services as the Chief  Executive  Officer
and/or Board of Directors may direct.

      The parties agree that Consultant  shall  initially  devote his efforts to
(a)  raising  equity  funding,  and (b)  driving the  acquisition  strategy  and
execution of the Company.

      Consultant  shall use his best  efforts to perform the  Services and shall
devote such time as  reasonably  necessary to perform the  Services.  Consultant
shall coordinate his work with the Company's Chief Executive Officer. Consultant
shall  perform  the  work in a  professional  manner  consistent  with  industry
standards.  Notwithstanding  the foregoing,  during the Term of this  Agreement,
Consultant  agrees to provide  an average of fifteen  (15) hours per week of his
time to  Company  in  discharging  the  Services  hereunder.  In the event  that
Consultant  regularly devotes more time to Company than said fifteen (15) hours,
then Company and Consultant  will mutually agree upon an increase to the Monthly
Compensation as defined below.

      For each  quarter  during  the term of this  Agreement,  Consultant  shall
provide  a  written  report to  Company  within  ten (10) days of the end of the
preceding quarter, detailing the services provided to Company.

2. MONTHLY COMPENSATION

      As  consideration  for the  performance of the Services,  Company will pay
Consultant for each month of this Agreement,  Ten Thousand Dollars ($10,000) per
month,  payable  within  ten (10) days of each  month  end.  The  Company  shall
reimburse Consultant for all reasonable travel and other out-of-pocket  expenses
incurred in performing  the Services.  The Company  shall  reimburse  Consultant
within  thirty  (30) days of  receipt of  Consultant's  itemized  statement  and
accompanying receipts.

      Payment shall be in the form of (i) common stock of the Company,  commonly
known as "S-8 Shares," with a fair market value as of the date of issuance equal
to the amount due using the  average of the price as of closing as  reported  on
the Over the Counter  Bulletin Board,  or, (ii) cash. Both parties must mutually
agree on form of payment.
<PAGE>

      In addition,  the Board of Directors or authorized committee thereof, will
grant to the  Consultant  a warrant to purchase  200,000  shares of common stock
over the Term of the Agreement, prorated quarterly in advance. The warrant shall
be exercisable at any time before  midnight on July 31, 2008. The exercise price
shall be set equal to the fair market value of the underlying common stock as of
the date of grant. The warrant shall also provide for "cashless" exercise.

      The parties acknowledge that no amounts have been paid to Consultant under
the first  paragraph  of this Section 2 and that  Company  owes  Consultant  for
services rendered for the months of August,  September,  October,  November, and
December  2003, an aggregate  total of Fifty  Thousand  Dollars  ($50,000)  (the
"Prior  Period  Amount").  Company  agrees to pay  Consultant  this Prior Period
immediately.  Payment  of the Prior  Period  Amount  shall be in at least 50% in
cash.  The  remaining  balance  will be in the form of (i)  common  stock of the
Company, commonly known as "S-8 Shares," with a fair market value as of the date
of issuance equal to the amount due using the average of the price as of closing
as reported on the Over the Counter  Bulletin Board,  or, (ii) at the discretion
of the Company, cash.

3. CAPITAL RAISE COMPENSATION

      For each  dollar of  financing  that the  Company  closes  upon  after the
effective  date hereof and so long as such  financing was  originated  solely by
Consultant  (i.e. the Company has no obligation to pay a finder's fee or success
fee to any third party for such  financing , the  Company  will pay  Consultant,
within five (5) days of the closing,  (i) a fee equal to six percent (6%) of the
amount of the financing in cash, and (ii) ten percent (10%) of the amount of the
financing in a warrant for the Company's common stock. The warrant price will be
equal  to the fair  market  value of the  Company's  common  stock as of the day
Consultant is entitled to receive such fee. In the event that  Consultant is not
the  exclusive  originator  of  the  financing,   then  in  lieu  of  any  other
compensation  hereunder,  Company  shall pay  Consultant  a  success  fee of ONE
HUNDRED THOUSAND DOLLARS ($100,000) upon the effective date of such financing.

4. ACQUISITION COMPENSATION

      Upon the  closing of any  acquisition,  the Company  will pay  Consultant,
within five (5) days of the closing, a success fee in the amount of Two Hundred,
Fifty Thousand  Dollars  ($250,000)  ("Success  Fee"). In the event that Company
shall, at any time during the twelve (12) month period  following  expiration of
this  Agreement  or  following a  termination  without  Cause as defined in this
Agreement,  acquire a  controlling  vote and/or  interest  in the assets  and/or
business  of any  company  towards  which  Consultant  has  provided  reasonably
material  services  hereunder,  Company shall pay to Consultant  the Success Fee
described in this Section 4.