BRIDGE
      NOTE # BN_____

     

    NEITHER
      THIS SECURED CONVERTIBLE PROMISSORY NOTE NOR THE SECURITIES TO BE ISSUED UPON
      ITS CONVERSION HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE
      OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I)
      PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR (II) IN COMPLIANCE WITH
      AN
      EXEMPTION THEREFROM AND ACCOMPANIED, IF REQUESTED BY THE COMPANY, WITH AN
      OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER
      IS
      IN COMPLIANCE WITH AN EXEMPTION THEREFROM.

     

    
      	
              Principal
                Amount: $____________

            	
              _______
                __, 2008

            


    

     

    WHERIFY
      WIRELESS, INC. 

     

    SENIOR
      SECURED CONVERTIBLE PROMISSORY BRIDGE NOTE

    (the
      “Bridge
      Note”)

     

    FOR
      VALUE RECEIVED,
      the
      undersigned, Wherify Wireless, Inc., a Delaware corporation (the “Company”),
      hereby promises to pay to ______________ (the “Holder,”
and,
      together with the Company, the “Parties”),
      in
      the manner and at the place hereinafter provided, the principal sum of
      $[______].00 (__________________ Dollars) (the “Principal
      Amount”).
      From
      and after the date hereof, interest shall accrue on the unpaid principal balance
      and be payable to the Holder as set forth in Section
      1.

    


    This
      Bridge Note is being issued pursuant to the Bridge Note and Warrant Purchase
      Agreement by and between, the Company, the Holder and other purchasers of Bridge
      Notes (the “BWPA”).

    


    1. Interest.
      Interest
      shall be paid monthly in arrears in cash on the outstanding unpaid Principal
      Amount commencing on the date hereof, through and including the date of full
      repayment of the Principal Amount at the rate of twelve and one-half percent
      (12.5%) per annum (the “Interest”);
      provided,
      however,
      in the
      event that the Company shall elect to extend the Maturity Date (as defined
      below) of the Bridge Note as provided for in Section
      2
      below
      (or the Principal Amount and all accrued but unpaid Interest is not paid in
      full
      or converted pursuant to and in accordance with Section
      4
      of this
      Agreement on the Maturity Date), the rate of Interest will automatically and
      without any action by any person, increase on such date and continue until
      full
      repayment of the Principal Amount and Interest (on the Maturity Date) to
      seventeen and one-half percent (17.5%) (the “Extension
      Period Interest”).
      All
      Interest on the Bridge Note shall be computed on the basis of a year of 360
      days
      for the actual number of days elapsed. 

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    2. Maturity
      Date/Prepayment. 

     

    (a)
      Maturity
      Date.
      The
      entire unpaid Principal Amount of this Note, together with all fees and expenses
      (if any), and accrued, but unpaid, Interest thereon, shall be immediately due
      and payable at 12:01 p.m. on August 31, 2008 (the “Maturity
      Date”),
      provided,
      however,
      that
      the Company at its option may extend the Maturity Date until September 30,
      2008
      (the “Extended
      Maturity Date”).
      In
      the event that the Maturity Date or the Extended Maturity Date falls on a
      Saturday, Sunday or a holiday on which banks in the State of New York are
      closed, the Maturity Date or the Extended Maturity Date, as the case may be,
      shall be the first business day occurring immediately after such date.


     

    (b)
      Prepayment.
      The
      Company may at any time and from time to time prepay the outstanding Principal
      Amount of the Bridge Note (plus all accrued but unpaid interest thereon through
      the date of such prepayment) without premium. 

     

    3. Manner
      of Payment.
      Principal,
      interest, and all other amounts due under this Note shall be payable, in lawful
      money of the United States of America, to Holder at such address as designated
      from time to time by Holder in writing to Company or by electronic wire funds
      transfer of immediately available funds pursuant to written instructions
      provided to Company by Holder. All amounts due from Company to Holder under
      this
      Note shall be made without benefit of any setoff, counterclaim or other defense.
      All payments on this Note shall be applied first to the payment of fees and
      expenses, if any, then to accrued but unpaid Interest and then to the payment
      of
      the Principal Amount.

    


    4. Conversion.
      

    


    (a)
      Optional
      Conversion.
      Not
      applicable.

    


    (b)
      Mandatory
      Conversion.
      The
      Company may require the Holder to convert the Bridge Note in the event that
      the
      investors providing the Recapitalization Financing, as such term is defined
      in
      the BWPA, shall fail to permit proceeds from that financing to be used to payoff
      the Bridge Notes in their entirety. In that event, upon delivery by the Company
      of a Mandatory Conversion Notice to the Holder (the “Conversion
      Notice”),
      all
      then remaining unpaid Principal Amount plus
      any then
      accrued and unpaid Interest thereon (the “Mandatory
      Conversion Amount”)
      shall
      be converted into that principal amount of the securities issued in the
      Recapitalization Financing (the “Conversion
      Securities”)
      which
      is equal to 125% of the Mandatory Conversion Amount. 

     

    5. Delivery
      of Note.  Upon
      receipt of a Conversion Notice, the Holder shall provide notice to the Company
      of the name or names in which the certificate or certificates for Conversion
      Securities are to be issued (the “Issuance
      Notice”),
      and
      the Holder shall surrender this Bridge Note (or a certificate of lost Bridge
      Note) at the office of the Company at such time that the Holder delivers the
      Issuance Notice to the Company. The Company shall, as soon as practicable
      thereafter, issue and deliver (but no later than five (5) business days) at
      such
      office to such Holder or to the nominee or nominees of such Holder, a
      certificate or certificates for the number of Conversion Securities to which
      such Holder shall be entitled as aforesaid. Such Mandatory Conversion shall
      be
      deemed to have been made immediately prior to the close of business on the
      date
      of the closing of the Recapitalization Financing (the “Mandatory
      Conversion Date”)
      and,
      in the absence of receipt of the Issuance Notice from the Holder, the Company
      will issue to the Holder the Conversion Securities issuable upon such Mandatory
      Conversion Date. The persons receiving the Conversion Securities in accordance
      herewith shall be treated for all purposes as the record holder or holders
      of
      such Conversion Securities as of the Mandatory Conversion Date.



    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    6. Security. The
      Company’s obligations under this Bridge Note are secured, pursuant to and in
      accordance with the terms and conditions of the Security Agreement, dated even
      date herewith, issued by the Company and its subsidiaries, in favor of the
      Holder (the “Security
      Agreement”).
      The
      form of Security Agreement is annexed as Exhibit
      II
      to the
      BWPA.

    


    7. Intercreditor
      Agreement.
      Pursuant
      to the Intercreditor Agreement between the Holder(s), the Company and YA Global
      Investments, L.P. (f/k/a Cornell Capital Partners, LP) (“YA
      Global”),
      the
      holder of the Company’s senior secured debt, YA Global has subordinated its
      security interest in the Collateral to the security interest and lien securing
      the Bridge Note, upon the terms set forth in such Intercreditor Agreement.
      The
      form of Intercreditor Agreement is annexed as Exhibit
      IV
      to the
      BWPA. 

     

    8. Issuance
      of Warrants.
      Upon the
      initial closing of the sale of a Bridge Note by the Company to the Holder
      pursuant to the BWPA, the Company will deliver to the Holder a warrant (the
      “Warrant”)
      of
      even date herewith entitling the Holder to purchase, for a period of five (5)
      years (the “Exercise
      Period”),
      four
      (4) shares of the Company’s common stock for each dollar of Bridge Note
      Principal Amount. The Warrant shall have the terms and conditions set forth
      in
      the form of Warrant, annexed as Exhibit
      III
      to the
      BWPA.

    


    9. Event
      of Default. 

     

    (a) An “Event
      of Default”
shall
      be deemed to have occurred under this Bridge Note upon the failure by the
      Company to perform, observe, or comply with any of the covenants, agreements,
      terms or conditions set forth herein or the occurrence of an event of
      default under the Security Agreement or an event of default in any of the
      Transaction Documents (as such term is defined in the BWPA), including but
      not
      limited to a termination of the Forbearance Agreement.

    


    (b) Cross
      Default. Each
      Grantor hereby acknowledges and agrees that any default or Event of Default
      under this Bridge Note, the Security Agreement or under any other Transaction
      Document shall constitute an Event of Default under each other Transaction
      Document.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    10. Miscellaneous.
      

    


    a. Notices. Except
      as
      may be otherwise provided herein, all notices, requests, waivers and other
      communications made pursuant to this Bridge Note shall be in writing and shall
      be conclusively deemed to have been duly given (a) when hand delivered to the
      other party; (b) when received when sent by facsimile at the address and number
      set forth below; (c) two business days after deposit in the U.S. mail with
      first
      class or certified mail receipt requested postage prepaid and addressed to
      the
      other party as set forth below; or (d) the next business day after deposit
      with
      a national overnight delivery service, postage prepaid, addressed to the parties
      as set forth below with next-business-day delivery guaranteed, provided that
      the
      sending party receives a confirmation of delivery from the delivery service
      provider.

     

    
      	
              To
                Holder:

            	
              To
                the Company:

            
	 	 
	 	
              Wherify
                Wireless, Inc. 

            
	 	
              63
                Bovet Road, #521, 

              San
                Mateo, California 94402-3104

            
	 	
              Attn:
                Chief Executive Officer

            
	
              Fax
                Number: 

            	
              Fax
                Number: 

            


    

    


    b.
      Expenses. The
      Company agrees to pay, as and when incurred, all costs and expenses, including
      but not limited to reasonable attorneys’ fees and costs of suit and preparation
      therefor incurred in connection with the collection and enforcement of this
      Bridge Note.

     

    c.
      Assignment.
      The
      rights, interests and obligations hereunder may not be assigned, by operation
      of
      law or otherwise, in whole or in part, by the Company without the prior written
      consent of the Holder. The Holder is entitled to assign its rights
      hereunder.

     

    d.
      No Waiver.
      No
      failure or delay on the part of Holder or any other holder of this Note to
      exercise any right, power or privilege under this Bridge Note and no course
      of
      dealing between the Company and Holder shall impair such right, power or
      privilege or operate as a waiver of any default or an acquiescence therein,
      nor
      shall any single or partial exercise of any such right, power or privilege
      preclude any other or further exercise thereof or the exercise of any other
      right, power or privilege. The rights and remedies expressly provided in this
      Bridge Note are cumulative to, and not exclusive of, any rights or remedies
      that
      Holder would otherwise have. No notice to or demand on the Company in any case
      shall entitle the Company to any other or further notice or demand in similar
      or
      other circumstances or constitute a waiver of the right of Holder to any other
      or further action in any circumstances without notice or demand.

     

    e.
      Severability. If
      any
      provision of this Note shall be illegal or unenforceable, such provision shall
      be deemed canceled to the same extent as though it never had appeared therein,
      but the remaining provisions shall not be affected thereby.

     

    f. 
      Governing Law.
      This
      Agreement shall be governed by and construed exclusively in accordance with
      the
      internal laws of the State of New York without regard to the conflicts of laws
      principles thereof. The parties hereto hereby irrevocably agree that any suit
      or
      proceeding arising directly and/or indirectly pursuant to or under this
      Agreement, shall be brought solely in a federal or state court located in the
      City, County and State of New York. By its execution hereof, the parties hereby
      covenant and irrevocably submit to the in personam
      jurisdiction of the federal and state courts located in the City, County and
      State of New York and agree that any process in any such action may be served
      upon any of them personally, or by certified mail or registered mail upon them
      or their agent, return receipt requested, with the same full force and effect
      as
      if personally served upon them in New York City. The parties hereto waive any
      claim that any such jurisdiction is not a convenient forum for any such suit
      or
      proceeding and any defense or lack of in personam
      jurisdiction with respect thereto. In the event of any such action or
      proceeding, the party prevailing therein shall be entitled to payment from
      the
      other party hereto of all of its reasonable legal fees and expenses.


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    g. Titles
      and Subtitles.  The
      titles of the paragraphs and subparagraphs of this Note are for convenience
      of
      reference only and are not to be considered in construing this Note.


     

    h.
      Counterparts.
      This
      Agreement may be executed in any number of counterparts and by the different
      parties hereto on separate counterparts, each of which when so executed and
      delivered shall be an original, but all of which shall together constitute
      one
      and the same instrument.

     

    [Signature
      Page Follows]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      the
      undersigned have executed this Bridge Note as of the day and year first above
      written.

     

    
      	
              THE
                COMPANY:

            
	 
	
              Wherify
                Wireless, Inc.

            
	
              a
                Delaware corporation

            
	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    EXHIBIT
      I

    


    FORM
      OF THE SECURITY AGREEMENT