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      Unassociated Document

        June
          28, 2005

        Via Email

        Securities and Exchange Commission

        450 Fifth Street, N.W.

        Washington, D.C. 20549

        Attention: Stephen Krikorian, Branch Chief - Accounting

                  Re:

                  IQ Biometrix, Inc.

                  Registration Statement on Form S-4

                  File No. 333-124027

        Dear Mr. Krikorian:

        This
          letter
          responds to oral requests from you today regarding A) IQB valuation of
          $40
          million at the announcement of the merger with Wherify, B) Role of IQB’s
          business in the combined company, and C) Value of intangible assets.

        A. IQB
          Valuation. Immediately prior to the announcement of the proposed merger
          of
          Wherify Wireless, Inc. (“Wherify”) and IQ Biometrix, Inc. (“IQB”), IQB’s market
          capitalization was approximately $40 million. The Securities and Exchange
          Commission (the “Commission”) has asked IQB to provide the Commission with any
          documentation or information that was publicly available to the market
          and upon
          which the market may have relied for such valuation.

        It is
          important to note that IQB’s common stock is thinly traded on the
          Over-the-Counter Bulletin Board. Furthermore, no market analyst currently
          or
          during the period prior to the announcement of the merger follows or reports
          on
          IQB. Historically, IQB’s common stock price has experienced and continues to
          experience significant price fluctuations for reasons that are frequently
          not
          obvious to IQB. Notwithstanding the foregoing, below are factors that were
          publicly available to the market at or prior to the announcement of the
          merger.

        1.  Strong
          Performers in Technology Sector:  We believe that our share
          price was
          influenced by federal announcements which could have been perceived to
          provide
          positive opportunities for the IQB and for other companies providing
          technologies relevant to law enforcement and domestic security.

        For
          example,
          the Department of Homeland Security announced on Feb 2/04 that its FY 2005
          budget would be $40.2 billion, representing an almost a 10% increase above
          the  FY 2004 budget. Further, a Mar 30/04 announcement from the
          Department
          confirmed that more than $3 billion was being awarded to state and local
          governments to help first responders across the nation better protect their
          communities.

        We believe
          that these announcements contributed to sizeable gains that were also
          experienced by other identification solutions providers such as Identix
          and
          Viisage.

        The
          rising
          tide impact of investor interest in this industry sector would have particular
          significance for IQB given its Apr 12/04 news release announcing a major
          purchase of IQB technology by the Department of Defence for training US
          and
          international miltary specialists.

        2. Acquisition
          Strategy. Beginning in late 2003, IQB, in its public filings, announced
          that it
          was actively seeking out acquisition and partnering prospects that would
          complement its existing product offerings, augment its market coverage,
          or
          enhance its technological capabilities. On April 1, 2004, IQB reiterated
          this
          strategy in its Quarterly Report on Form 10-QSB and in a Registration Statement
          on Form SB-2. In addition, IQB reported an increased in spending for legal
          and
          investment banking services related to IQB’s execution of this strategy.

        3. Improving
          Revenue. In August 2003, IQB released FACES 4.0, the next generation of
          its
          biometric product. As a result, over the next year, IQB experienced significant
          increase in revenues from the sale of its next generation product. In its
          Quarterly Report on Form 10-QSB filed April 1, 2004, IQB reported that
          revenues
          for the six months ended December 31, 2003 increased 181%.

        B. Role
          of IQB’s Business in Combined Company. The Commission has also asked whether
          IQB’s Board had any discussions or whether any presentations had been made
          to
          the Board, at or around the announcement of the merger, regarding the role
          of
          IQB’s business after the completion of the merger.

        In
          evaluating whether to approve the merger, IQB’s Board considered a variety of
          factors, including the strategic objectives of IQB and Wherify before and
          after
          giving effect to the Merger. At the time of the announcement of the merger,
          both
          IQB and Wherify believed that the contribution of Wherify’s business to the
          combined company was substantially more than that of IQB. However, at that
          time,
          Wherify agreed that William Scigliano would become Chairman of the combined
          company and that he would lead the government contracts division to pursue
          opportunities for both Wherify and IQB in law enforcement and other governmental
          agencies, including continued sales of the FACES software. In addition,
          Mr.
          Scigliano would also conduct with the new Board of Directors (post merger)
          an
          analysis of the FACES product and technology requirements. We believe the
          FACES
          software requires an infusion of substantial resources to update the existing
          code which has been written over the past few years in an antiquated language.
          However, in the months subsequent to the announcement of the merger, the
          failure
          to generate significant growth in FACES revenue or to resolve the challenges
          of
          ensuring ongoing development of the software has led management of both
          companies to deliberate further on the question of whether the business
          of IQB
          should be continued by the merged company. The new Board of Directors will
          use
          this analysis to determine what to do with the with IQB’s FACES business.

        C. Value
          of
          Intangible Assets. The Commission has asked what evaluation or valuation
          was
          undertaken by IQB with respect to its intangible assets prior to the merger
          announcement, including whether IQB undertook any formal valuation of its
          intangible assets.

        Based
          on the
          correspondence from the SEC over the last few weeks regarding IQB’s business and
          the proposed write off of the goodwill at the time of the merger, we have
          re-evaluated our position and changed our proposed estimate of the goodwill
          allocation that would be recorded at the completion of the merger.

        The
          purchase
          price for the Form S-4/A discussion is the value of the IQB stock as of
          the date
          of the original merger announcement left with the IQB shareholders at the
          conclusion of the merger. The purchase price actually recorded will be
          the price
          as of the closing date to be determined. At that time, any identifiable
          intangible assets will be separately valued, with the remainder allocated
          to
          goodwill. We are proposing that the full calculated value ($40 million
          at
          announcement date) be recorded as goodwill and other intangible assets
          in the
          Form S-4/A pro forma schedules.

        After
          closing the merger, we will determine the allocation of the final purchase
          price
          to these intangible items.

        We trust
          that you will find the foregoing responsive to the comments of the Staff
          Comments or questions regarding this letter or the Registration Statement
          may be
          directed to the undersigned or Don Reinke at 510.466.6899.

        Sincerely,

        /s/ William Scigliano

        William Scigliano,

        Chief Executive Officer

                  cc:

                  Don Reinke

                  Reed Smith, LLP