NEITHER
      THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN
      ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE
      SALE
      OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE AFFECTED WITHOUT
      AN
      EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL THAT
      SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED.

     

    WHERIFY
      WIRELESS, INC.

     

    WARRANT
      TO PURCHASE

    _______
      SHARES

    OF
      COMMON STOCK

    (SUBJECT
      TO ADJUSTMENT)

    (Void
      after _____ __, 2013)

     

    
      	
              Investor
                Warrant No: ___

            	
              ____
                __, 2008

            


    

     

    This
      certifies that for value, _________________________, or registered assigns
      (the
“Holder”),
      is
      entitled, subject to the terms set forth below, at any time from and after
      ________ __, 2008 (the “Original Issuance
      Date”)
      and
      before 5:00 p.m., Eastern Time, on ________ __, 2013 (the “Expiration
      Date”),
      to
      purchase from Wherify Wireless, Inc., a Delaware corporation, (the “Company”),
      ____________________
      (_______) shares
      (subject to adjustment as described herein), of common stock, par value $___
      per
      share, of the Company (the “Common
      Stock”),
      upon
      surrender hereof, at the principal office of the Company referred to below,
      with
      a duly executed subscription form in the form attached hereto as Exhibit A
      and
      simultaneous payment therefore in lawful, immediately available money of the
      United States or otherwise as hereinafter provided, at an initial exercise
      price
      per share (the “Purchase
      Price”)
      a set
      forth in Section 1. The Purchase Price is subject to further adjustment as
      provided in Section
      4
      below.
      The term “Common
      Stock”
shall
      include, unless the context otherwise requires, the stock and other securities
      and property at the time receivable upon the exercise of this Warrant. The
      term
“Warrant,”
as
      used herein, shall mean this Warrant and any other Warrants delivered in
      substitution or exchange therefore as provided herein. 

     

    This
      Warrant was issued pursuant to the Bridge Note and Warrant Purchase Agreement
      (“BWPA”),
      dated
      the date hereof, by and between the Company and the Holder.

     

    1. Exercise.
      This
      Warrant may be exercised at any time or from time to time from and after the
      Original Issuance Date through and including the Expiration Date (the
“Exercise
      Period”),
      on
      any business day, for the full number of shares of Common Stock called for
      hereby, by surrendering this Warrant at the principal office of the Company,
      at
      63 Bovet Road, #521, San Mateo, California 94402-3104 (the “Principal
      Office”),
      with
      the subscription form duly executed, together with payment in an amount equal
      to
      (a) the number of shares of Common Stock called for on the face of this
      Warrant, multiplied (b) by the Purchase Price. Payment of the Purchase
      Price may be made at Holder’s choosing either: (1) by payment in immediately
      available funds; or (2) in lieu of any cash payment, if this Warrant is
      exercised on a date when a Registration Statement (as defined in the
      Registration Rights Agreement), covering the resale of the shares of Common
      Stock issuable upon exercise of this Warrant has not been declared effective
      by
      the Securities and Exchange Commission (the “Commission”),
      or is
      no longer in effect, in exchange for the number of shares of Common Stock equal
      to the product of (x) the number of shares to which the Warrants are being
      exercised multiplied by (y) a fraction, the numerator of which is the Purchase
      Price and the denominator of which is the Fair Market Value (as defined below).
      This Warrant may be exercised for less than the full number of shares of Common
      Stock at the time called for hereby, except that the number of shares receivable
      upon the exercise of this Warrant as a whole, and the sum payable upon the
      exercise of this Warrant as a whole, shall be proportionately reduced. Upon
      a
      partial exercise of this Warrant in accordance with the terms hereof, this
      Warrant shall be surrendered, and a new Warrant of the same tenor and for the
      purchase of the number of such shares not purchased upon such exercise shall
      be
      issued by the Company to Holder without any charge therefore. This Warrant
      shall
      be deemed to have been exercised immediately prior to the close of business
      on
      the date of its surrender for exercise as provided above, and the person
      entitled to receive the shares of Common Stock issuable upon such exercise
      shall
      be treated for all purposes as the holder of such shares of record as of the
      close of business on such date. Within two (2) business days after such date,
      the Company shall issue and deliver to the person or persons entitled to receive
      the same a certificate or certificates for the number of full shares of Common
      Stock issuable upon such exercise, together with cash, in lieu of any fraction
      of a share, equal to such fraction of the then Fair Market Value on the date
      of
      exercise of one full share of Common Stock.  

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “Purchase
      Price”
shall
      mean, prior to the application of any adjustment pursuant to Section
      4
      hereof,
      that price which is equal to seventy-five (75%) percent of the conversion price
      of the securities issued in the Recapitalization Financing (as defined in the
      BWPA); provided,
      that,
      in the
      event that there shall not be a closing of the Recapitalization Financing,
      the
      Purchase Price shall be $0.001 per share. The Purchase Price may be adjusted
      as
      provided for in Section
      4
      and, at
      such time as any provision thereof shall have resulted in an adjustment to
      the
      Purchase price, that adjusted price shall be the then effective Purchase
      Price.

     

    “Fair
      Market Value”
shall
      mean, as of any date: (i) if shares of the Common Stock are listed on a
      national securities exchange, the average of the closing prices as reported
      for
      composite transactions during the ten (10) consecutive trading days preceding
      the trading day immediately prior to such date or, if no sale occurred on a
      trading day, then the mean between the closing bid and asked prices on such
      exchange on such trading day; (ii) if shares of the Common Stock are not so
      listed but are traded on the NASDAQ Global Market (“NGM”),
      the
      average of the closing prices as reported on the NGM during the ten (10)
      consecutive trading days preceding the trading day immediately prior to such
      date or, if no sale occurred on a trading day, then the mean between the highest
      bid and lowest asked prices as of the close of business on such trading day,
      as
      reported on the NGM; or if applicable, the NASDAQ Capital Market (“NCM”),
      (iii)
      if not then included for quotation on the NGM or the NCM, the average of the
      highest reported bid and lowest reported asked prices as reported by the OTC
      Bulletin Board of the National Quotation Bureau, as the case may be; or
      (iv) if the shares of the Common Stock are not then publicly traded, the
      fair market price of the Common Stock as determined in good faith by the
      independent members of the Board of Directors of the Company and the Holders
      of
      a majority of the then outstanding Warrants.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    2. Shares
      Fully Paid; Payment of Taxes. All shares of Common Stock issued upon the
      exercise of this Warrant shall be validly issued, fully paid and non-assessable,
      and the Company shall pay all taxes and other governmental charges (other than
      income taxes to the holder) that may be imposed in respect of the issue or
      delivery thereof.

     

    3. Transfer
      and Exchange.
      (a)
      Neither this Warrant nor the Common Stock to be issued upon exercise hereof
      (the
“Warrant
      Shares”)
      have
      been registered under the Act or any state securities laws (“Blue
      Sky Laws”).
      This
      Warrant has been acquired, and the Warrant Shares and all securities issuable
      thereunder or upon recapitalization thereof will be acquired for investment
      purposes and not with a view to distribution or resale and may not be pledged,
      hypothecated, sold, made subject to a security interest, or otherwise
      transferred without: (i) an effective registration statement for such Warrant
      under the Act and such applicable Blue Sky Laws; or (ii) an opinion of counsel
      reasonably satisfactory to the Company that registration is not required under
      the Act or under any applicable Blue Sky Laws. 

     

    (b) Upon
      compliance with applicable federal and state securities laws as set forth in
      Section
      3,
      above,
      this Warrant and all rights hereunder are transferable, in whole or in part,
      on
      the books of the Company maintained for such purpose at its Principal Office
      by
      the Holder in person or by duly authorized attorney, upon surrender of this
      Warrant together with a completed and executed assignment form in the form
      attached hereto as Exhibit B,
      and
      payment of any necessary transfer tax or other governmental charge imposed
      upon
      such transfer. Upon any partial transfer, the Company will issue and deliver
      to
      the assignee a new Warrant with respect to the shares of Common Stock for which
      it is exercisable that have been transferred, and will deliver to the Holder
      a
      new Warrant or Warrants with respect to the shares of Common Stock not so
      transferred. A Warrant may be transferred only by the procedure set forth
      herein. No transfer shall be effective until such transfer is recorded on the
      books of the Company, provided that such transfer is recorded promptly by the
      Company, and until such transfer on such books, the Company shall treat the
      registered Holder hereof as the owner of the Warrant for all
      purposes.

     

    (c) This
      Warrant is exchangeable at the Principal Office for two or more new Warrants,
      each in the form of this Warrant, to purchase the same aggregate number of
      shares of Common Stock, each new Warrant to represent the right to purchase
      such
      number of shares as the Holder shall designate at the time of such exchange,
      but
      which shall not exceed the total number of shares for which this Warrant may
      be
      from time to time exercisable.

     

    (d) Transfer
      of the Warrant Shares issued upon the exercise of this Warrant shall be
      restricted in the same manner and to the same extent as the Warrant, and the
      certificates representing such Warrant Shares shall bear substantially the
      following legend, until such Warrant Shares have been registered under the
      Act
      or may be removed as otherwise permitted under the Act:

     

    “THE
      SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE
      STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION
      STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE
      BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) IN THE OPINION OF COUNSEL
      SATISFACTORY TO THE COMPANY, REGISTRATION UNDER THE ACT OR SUCH APPLICABLE
      STATE
      SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED
      TRANSFER.”

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (e) The
      Holder and the Company agree to execute such other documents and instruments
      as
      counsel to the Company deems necessary to effect the compliance of the issuance
      of this Warrant and any Warrant Shares issued upon exercise hereof with
      applicable federal and state securities laws, including compliance with
      applicable exemptions from the registration requirements of such
      laws.

     

    4. Anti-Dilution
      Provisions.
      The
      Purchase Price in effect at any time and the number and kind of securities
      issuable upon conversion of this Warrant shall be subject to adjustment from
      time to time upon the happening of certain events as follows:

     

    A.  Adjustment
      for Stock Splits and Combinations.
      If the
      Company at any time or from time to time on or after the date of Warrant
      issuance (the “Original
      Issuance Date”)
      effects a subdivision of the outstanding Common Stock, the Purchase Price then
      in effect immediately before that subdivision shall be proportionately
      decreased, and conversely, if the Company at any time or from time to time
      on or
      after the Original Issuance Date combines the outstanding shares of Common
      Stock
      into a smaller number of shares, the Purchase Price then in effect immediately
      before the combination shall be proportionately increased. Any adjustment under
      this Section
      4(A) shall
      become effective at the close of business on the date the subdivision or
      combination becomes effective.

     

    B.  Adjustment
      for Certain Dividends and Distributions.
      If the
      Company at any time or from time to time on or after the Original Issuance
      Date
      makes or fixes a record date for the determination of holders of Common Stock
      entitled to receive, a dividend or other distribution payable in additional
      shares of Common Stock, then and in each such event the Purchase Price then
      in
      effect shall be decreased as of the time of such issuance or, in the event
      such
      record date is fixed, as of the close of business on such record date, by
      multiplying the Purchase Price then in effect by a fraction (1) the numerator
      of
      which is the total number of shares of Common Stock issued and outstanding
      immediately prior to the time of such issuance or the close of business on
      such
      record date and (2) the denominator of which shall be the total number of shares
      of Common Stock issued and outstanding immediately prior to the time of such
      issuance or the close of business on such record date plus the number of shares
      of Common Stock issuable in payment of such dividend or distribution;
provided,
      however,
      that if
      such record date is fixed and such dividend is not fully paid or if such
      distribution is not fully made on the date fixed therefore, the Purchase Price
      shall be recomputed accordingly as of the close of business on such record
      date
      and thereafter the Purchase Price shall be adjusted pursuant to this
Section 4(B)
      as of
      the time of actual payment of such dividends or distributions.

     

    C.  Adjustments
      for Other Dividends and Distributions.
      In the
      event the Company at any time or from time to time on or after the Original
      Issuance Date makes, or fixes a record date for the determination of holders
      of
      Common Stock entitled to receive, a dividend or other distribution payable
      in
      securities of the Company other than shares of Common Stock, then and in each
      such event provision shall be made so that the Holders of Warrants shall receive
      upon exercise thereof, in addition to the number of shares of Common Stock
      receivable thereupon, the amount of securities of the Company which they would
      have received had their Warrants been exercised into Common Stock on the date
      of
      such event and had they thereafter, during the period from the date of such
      event to and including the conversion date, retained such securities receivable
      by them as aforesaid during such period, subject to all other adjustments called
      for during such period under this Section
      4
      with
      respect to the rights of the Holders of the Warrants.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    D.  Adjustment
      for Reclassification, Exchange and Substitution.
      In the
      event that at any time or from time to time on or after the Original Issuance
      Date, the Common Stock issuable upon the exercise of the Warrants is changed
      into the same or a different number of shares of any class or classes of stock,
      whether by recapitalization, reclassification or otherwise (other than a
      subdivision or combination of shares or stock dividend or a reorganization,
      merger, consolidation or sale of assets, provided for elsewhere in this
Section 4),
      then
      and in any such event each Holder of Warrants shall have the right thereafter
      to
      exercise such Warrant to receive the kind and amount of stock and other
      securities and property receivable upon such recapitalization, reclassification
      or other change, by holders of the maximum number of shares of Common Stock
      for
      which such Warrants could have been exercised immediately prior to such
      recapitalization, reclassification or change, all subject to further adjustment
      as provided herein.

     

    E.  Reorganizations,
      Mergers, Consolidations or Sales of Assets.
      If at
      any time or from time to time on or after the Original Issuance Date there
      is a
      capital reorganization of the Common Stock (other than a recapitalization,
      subdivision, combination, reclassification or exchange of shares provided for
      elsewhere in this Section 4)
      or a
      merger or consolidation of the Company with or into another corporation, or
      the
      sale of all or substantially all of the Company’s properties and assets to any
      other person, then, as a part of such reorganization, merger, consolidation
      or
      sale, provision shall be made so that the Holders of the Warrants shall
      thereafter be entitled to receive upon exercise of the Warrants the number
      of
      shares of stock or other securities or property to which a holder of the number
      of shares of Common Stock deliverable upon conversion would have been entitled
      on such capital reorganization, merger, consolidation, or sale. In any such
      case, appropriate adjustment shall be made in the application of the provisions
      of this Section 4
      with
      respect to the rights of the Holders of the Warrants after the reorganization,
      merger, consolidation or sale to the end that the provisions of this
Section 4
      (including adjustment of the Purchase Price then in effect and the number of
      shares to be received upon exercise of the Warrants) shall be applicable after
      that event and be as nearly equivalent as may be practicable.

     

    F.  Sale
      of Shares Below Purchase Price:

     

    (1) 
      If at
      any time or from time to time following the later to occur of the Original
      Issuance Date or closing date of the Recapitalization Date, the Company issues
      or sells, or is deemed by the express provisions of this Section 4(F)
      to have
      issued or sold, Additional Shares of Common Stock (as hereinafter defined),
      other than (i) in the Recapitalization Financing or (ii) as a dividend or other
      distribution on any class of stock and other than upon a subdivision or
      combination of shares of Common Stock, in either case as provided in
Section 4(A)
      above,
      for an Effective Price (as hereinafter defined) less than the then existing
      Purchase Price, then and in each such case the then existing Purchase Price
      shall be reduced, as of the opening of business on the date of such issue or
      sale, to a price equal to the Effective Price for such Additional Shares of
      Common Stock.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (2) For
      the
      purpose of making any adjustment required under Section 4(F),
      the
      consideration received by the Company for any issue or sale of securities shall
      (I) to the extent it consists of cash be computed at the amount of cash
      received by the Company, (II) to the extent it consists of property other
      than cash, be computed at the fair value of that property as determined in
      good
      faith by the board of directors of the Company (the “Board”),
      (III) if Additional Shares of Common Stock, Convertible Securities (as
      hereinafter defined) or rights or options to purchase either Additional Shares
      of Common Stock or Convertible Securities are issued or sold together with
      other
      stock or securities or other assets of the Company for a consideration which
      covers both, be computed as the portion of the consideration so received that
      may be reasonably determined in good faith by the Board to be allocable to
      such
      Additional Shares of Common Stock, Convertible Securities or rights or options,
      and (IV) be computed after reduction for all expenses payable by the
      Company in connection with such issue or sale.

     

    (3) For
      the
      purpose of the adjustment required under Section 4(F),
      if the
      Company issues or sells any rights, warrants or options for the purchase of,
      or
      stock or other securities convertible into or exchangeable for, Additional
      Shares of Common Stock (such convertible or exchangeable stock or securities
      being hereinafter referred to as “Convertible
      Securities”)
      and if
      the Effective Price of such Additional Shares of Common Stock is less than
      the
      Purchase Price then in effect, then in each case the Company shall be deemed
      to
      have issued at the time of the issuance of such rights, warrants, options or
      Convertible Securities the maximum number of Additional Shares of Common Stock
      issuable upon exercise, conversion or exchange thereof and to have received
      as
      consideration for the issuance of such shares an amount equal to the total
      amount of the consideration, if any, received by the Company for the issuance
      of
      such rights, warrants, options or Convertible Securities, plus, in the case
      of
      such rights, warrants or options, the minimum amounts of consideration, if
      any,
      payable to the Company upon the exercise of such rights, warrants or options,
      plus, in the case of Convertible Securities, the minimum amounts of
      consideration, if any, payable to the Company (other than by cancellation of
      liabilities or obligations evidenced by such Convertible Securities) upon the
      conversion or exchange thereof. No further adjustment of the Purchase Price,
      adjusted upon the issuance of such rights, warrants, options or Convertible
      Securities, shall be made as a result of the actual issuance of Additional
      Shares of Common Stock on the exercise of any such rights, warrants or options
      or the conversion or exchange of any such Convertible Securities. If any such
      rights or options or the conversion or exchange privilege represented by any
      such Convertible Securities shall expire without having been exercised, the
      Purchase Price adjusted upon the issuance of such rights, warrants, options
      or
      Convertible Securities shall be readjusted to the Purchase Price which would
      have been in effect had an adjustment been made on the basis that the only
      Additional Shares of Common Stock so issued were the Additional Shares of Common
      Stock, if any, actually issued or sold on the exercise of such rights, warrants,
      or options or rights of conversion or exchange of such Convertible Securities,
      and such Additional Shares of Common Stock, if any, were issued or sold for
      the
      consideration actually received by the Company upon such exercise, plus the
      consideration, if any, actually received by the Company for the granting of
      all
      such rights, warrants, or options, whether or not exercised, plus the
      consideration received for issuing or selling the Convertible Securities
      actually converted or exchanged, plus the consideration, if any, actually
      received by the Company (other than by cancellation of liabilities or
      obligations evidenced by such Convertible Securities) on the conversion or
      exchange of such Convertible Securities.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (4) For
      the
      purpose of the adjustment required under Section 4(F),
      if the
      Company issues or sells, or is deemed by the express provisions of this
Section 4 to
      have issued or sold, any rights or options for the purchase of Convertible
      Securities and if the Effective Price of the Additional Shares of Common Stock
      underlying such Convertible Securities is less than the Purchase Price then
      in
      effect, then in each such case the Company shall be deemed to have issued at
      the
      time of the issuance of such rights or options the maximum number of Additional
      Shares of Common Stock issuable upon conversion or exchange of the total amount
      of Convertible Securities covered by such rights or options and to have received
      as consideration for the issuance of such Additional Shares of Common Stock
      an
      amount equal to the amount of consideration, if any, received by the Company
      for
      the issuance of such rights, warrants or options, plus the minimum amounts
      of
      consideration, if any, payable to the Company upon the exercise of such rights,
      warrants or options, plus the minimum amount of consideration, if any, payable
      to the Company (other than by cancellation of liabilities or obligations
      evidenced by such Convertible Securities) upon the conversion or exchange of
      such Convertible Securities. No further adjustment of the Purchase Price,
      adjusted upon the issuance of such rights, warrants or options, shall be made
      as
      a result of the actual issuance of the Convertible Securities upon the exercise
      of such rights, warrants or options or upon the actual issuance of Additional
      Shares of Common Stock upon the conversion or exchange of such Convertible
      Securities. The provisions of paragraph (3) above for the readjustment of
      the Purchase Price upon the expiration of rights, warrants or options or the
      rights of conversion or exchange of Convertible Securities shall apply
mutatis mutandis
      to the
      rights, warrants options and Convertible Securities referred to in this
      paragraph (4).

     

    (5) “Additional
      Shares of Common Stock”
shall
      mean all shares of Common Stock issued by the Company on or after the Original
      Issuance Date, whether or not subsequently reacquired or retired by the Company,
      other than (I) the Warrant Shares, (II) shares of Common Stock issuable
      upon exercise of warrants, options and Convertible Securities outstanding as
      of
      the Original Issuance Date (provided that the terms of such warrants, options
      and Convertible Securities are not modified after the Original Issuance Date
      to
      adjust the exercise price), (III) shares of Common Stock issued pursuant to
      any event for which adjustment is made to the Purchase Price under Section 4
      hereof
      or to the exercise price under the anti-dilution provisions of any securities
      outstanding as of the Original Issuance Date or reserved under the Company's
      stock option and stock purchase plans, and (IV) Common Stock issuable upon
      the
      conversion of warrants issued to Laidlaw & Company (UK) Ltd. (“Laidlaw”
or
      the
“Placement
      Agent”)
      in
      connection with the sale of the Bridge Notes. The “Effective
      Price”
of
      Additional Shares of Common Stock shall mean the quotient determined by dividing
      the total number of Additional Shares of Common Stock issued or sold, or deemed
      to have been issued or sold by the Company under this Section 4F,
      into
      the aggregate consideration received, or deemed to have been received, by the
      Company for such issue under this Section 4F,
      for
      such Additional Shares of Common Stock.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (6) Other
      than a reduction pursuant to its applicable anti-dilution provisions, any
      reduction in the conversion price of any Convertible Security, whether
      outstanding on the Original Issuance Date or thereafter, or the price of any
      option, warrant or right to purchase Common Stock or any Convertible Security
      (whether such option, warrant or right is outstanding on the Original Issuance
      Date or thereafter), to an Effective Price less than the current Purchase Price,
      shall be deemed to be an issuance of such Convertible Security and all such
      options, warrants or rights at such Effective Price, and the provisions of
      Sections 4(F)(3),
      (4)
      and
(5)
      shall
      apply thereto mutatis mutandis.

     

    (7) Any
      time
      an adjustment is made to the Purchase Price pursuant to Section
      4(F),
      a
      corresponding proportionate change shall be made to the number of shares of
      Common Stock issuable upon conversion of this Warrant.

     

    G.  No
      Adjustments in Certain Circumstances.
      No
      adjustment in the Purchase Price shall be required unless such adjustment would
      require an increase or decrease of at least one ($0.01) cent in such price;
      provided,
      however,
      that
      any adjustments which by reason of this Section 4(G)
      are not
      required to be made shall be carried forward and taken into account in any
      subsequent adjustment required to be made hereunder. All calculations under
      this
Section 4(G)
      shall be
      made to the nearest cent or to the nearest one-hundredth of a share, as the
      case
      may be.

     

    5. Notices
      of Record Date.
      In
      case:

     

    A. the
      Company shall take a record of the holders of its Common Stock (or other stock
      or securities at the time receivable upon the exercise of the Warrants) for
      the
      purpose of entitling them to receive any dividend or other distribution, or
      any
      right to subscribe for or purchase any shares of stock of any class or any
      other
      securities, or to receive any other right, or

     

    B. of
      any
      capital reorganization of the Company, any reclassification of the capital
      stock
      of the Company, any consolidation or merger of the Company with or into another
      corporation, or any conveyance of all or substantially all of the assets of
      the
      Company to another corporation, or

     

    C. of
      any
      voluntary dissolution, liquidation or winding-up of the Company; then, and
      in
      each such case, the Company will mail or cause to be mailed to each holder
      of a
      Warrant at the time outstanding a notice specifying, as the case may be,
      (a) the date on which a record is to be taken for the purpose of such
      dividend, distribution or right, and stating the amount and character of such
      dividend, distribution or right, or (b) the date on which such
      reorganization, reclassification, consolidation, merger, conveyance,
      dissolution, liquidation or winding-up is expected to take place, and the time,
      if any is to be fixed, as of which the holders of record of Common Stock (or
      such stock or securities at the time receivable upon the exercise of the
      Warrants) shall be entitled to exchange their shares of Common Stock (or such
      other stock or securities) for securities or other property deliverable upon
      such reorganization, reclassification, consolidation, merger, conveyance,
      dissolution, liquidation or winding-up, such notice shall be mailed at least
      ten
      (10) days prior to the date therein specified.

     

    6. Loss
      or Mutilation.
      Upon
      receipt by the Company of evidence satisfactory to it (in the exercise of
      reasonable discretion) of the ownership of and the loss, theft, destruction
      or
      mutilation of any Warrant and (in the case of loss, theft or destruction) of
      indemnity satisfactory to it (in the exercise of reasonable discretion), and
      (in
      the case of mutilation) upon surrender and cancellation thereof, the Company
      will execute and deliver in lieu thereof a new Warrant of like
      tenor.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    7. Reservation
      of Common Stock.
      The
      Company shall at all times reserve and keep available for issue upon the
      exercise of Warrants such number of its authorized but unissued shares of Common
      Stock as will be sufficient to permit the exercise in full of all outstanding
      Warrants. All of the shares of Commons Stock issuable upon the exercise of
      the
      rights represented by this Warrant will, upon issuance and receipt of the
      Purchase Price therefore, be fully paid and non-assessable, and free from all
      preemptive rights, rights of first refusal or first offer, taxes, liens and
      charges of whatever nature, with respect to the issuance thereof.

     

    8. Registration
      Rights Agreement.
      The
      Holder of this Warrant shall have the same registration rights as those provided
      to purchasers in the Recapitalization Financing with respect to the Holders’
Warrant Shares.

     

    9. No
      Rights as Stockholder Conferred by Warrants.
      The
      Warrant shall not entitle the Holder hereof to any of the rights, either at
      law
      or in equity, of a stockholder of the Company. The Holder shall, upon the
      exercise thereof, not be entitled to any dividend that may have accrued or
      which
      may previously have been paid with respect to shares of stock issuable upon
      the
      exercise of the Warrant, except as may otherwise be provided in Section
      4
      hereof.

     

    10. Notices.
      All
      notices and other communications from the Company to the Holder of this Warrant
      shall be mailed by first class, registered or certified mail, postage prepaid,
      and/or a nationally recognized overnight courier service to the address
      furnished to the Company in writing by the Holder.

     

    11. Change;
      Modifications; Waiver.
      No
      terms of this Warrant may be amended, waived or modified except by the express
      written consent of the Company and the holders of not less than 50.1% of the
      shares of Common Stock then issuable under outstanding Warrants issued in
      connection with the Financing.

     

    12. Endorsement
      of Warrants.
      The
      Warrant when presented or surrendered for exchange, transfer or registration
      shall be accompanied (if so required by the Company) by an assignment in the
      form attached hereto as Exhibit
      B
      or such
      other written instrument of transfer, in form satisfactory to the Company,
      duly
      executed by the registered Holder or by his duly authorized
      attorney.

     

    13. Agreement
      of Warrant Holders.
      The
      Holder, and to the extent that portions of this Warrant are assigned and there
      is more than one Holder of warrants exercisable for the Warrant Shares, every
      holder of a Warrant, by accepting the same, consents and agrees with the Company
      and with all other Warrant holders that: (a) the Warrants are transferable
      only
      as permitted by Section
      3
      above;
      (b) the Warrants are transferable only on the registry books of the Company
      as
      herein provided; and (c) the Company may deem and treat the person in whose
      name
      the Warrant certificate is registered as the absolute owner thereof and of
      the
      Warrants evidenced thereby for all purposes whatsoever, and the Company shall
      not be affected by any notice to the contrary,

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    14. Payment
      of Taxes.
      The
      Company will pay all stamp, transfer and other similar taxes payable in
      connection with the original issuance of this Warrant and the shares of Common
      Stock issuable upon exercise thereof, provided, however, that the Company shall
      not be required to (i) pay any such tax which may be payable in respect of
      any
      transfer involving the transfer and delivery of this Warrant or the issuance
      or
      delivery of certificates for shares of Common Stock issuable upon exercise
      thereof in a name other than that of the registered Holder of this Warrant
      or
      (ii) issue or deliver any certificate for shares of Common Stock upon the
      exercise of this Warrant until any such tax required to be paid under clause
      (i)
      shall have been paid, all such tax being payable by the holder of this Warrant
      at the time of surrender.

     

    15. Fractional
      Interest.
      The
      Company shall not be required to issue fractional shares of Common Stock on
      the
      exercise of this Warrant. If more than one Warrant shall be presented for
      exercise at the same time by the Holder, the number of full shares of Common
      Stock which shall be issuable upon such exercise shall be computed on the basis
      of the aggregate number of shares of Common Stock acquirable on exercise of
      the
      Warrants so presented. If any fraction of a share of Common Stock would, except
      for the provisions of this Section
      15,
      be
      issuable on the exercise of any Warrant (or specified portion thereof), the
      Company shall pay an amount in cash calculated by it to be equal to the Purchase
      Price per share multiplied by such fraction computed to the nearest whole cent.
      The Holder by his acceptance of this Warrant expressly waives any and all rights
      to receive any fraction of a share of Common Stock or a stock certificate
      representing a fraction of a share of Common Stock.

     

    16. Entire
      Agreement.
      This
      Warrant constitutes the full and entire understanding and agreement among the
      parties with regard to the subject matter hereof and no party shall be liable
      or
      bound to any other party in any manner by any representations, warranties,
      covenants or agreements except as specifically set forth herein.

     

    17. Successors
      and Assigns.
      All
      covenants and provisions of this Warrant by or for the benefit of the Company
      or
      the Holder of this Warrant shall bind and inure to the benefit of their
      respective successors, permitted assigns, heirs and personal
      representatives.

     

    18. Termination.
      This
      Warrant shall terminate at 5:00 p.m., Eastern Time, on the Expiration Date
      or
      upon such earlier date on which all of this Warrant has been exercised (the
      “Termination
      Date”).

     

    19. Headings.
      The
      headings in this Warrant are for purposes of convenience in reference only,
      and
      shall not be deemed to constitute a part hereof.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    20. Governing
      Law, Etc.
      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.

     

    Remainder
      of Page Intentionally Left Blank

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    WARRANT
      SIGNATURE PAGE

     

    Dated:
      ________ __, 2008

     

    
      	
              WHERIFY
                WIRELESS, INC.

            
	 	 
	
              By:

            	  

	 	
              Name:

            
	 	
              Title:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
      A

     

    SUBSCRIPTION
      FORM

     

    (To
      be
      executed only upon exercise of Warrant)

     

    The
      undersigned registered owner of this Warrant irrevocably exercises this Warrant
      and purchases _______ shares of the Common Stock of Wherify Wireless, Inc.,
      purchasable with this Warrant, and herewith makes payment therefore (either
      in
      cash or pursuant to the cashless exercise provisions set forth in Section
      1
      of the
      Warrant), all at the price and on the terms and conditions specified in this
      Warrant. The undersigned makes the representations and warranties set forth
      in
      Section 3 of the Warrant.

     

    Dated:
      _____________________________

     

    
      	  

	
              (Signature
                of Registered Owner)

            
	 
	  

	
              (Street
                Address)

            
	 
	  

	
              (City
                / State / Zip Code)

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      B

    


    FORM
      OF ASSIGNMENT

     

    FOR
      VALUE RECEIVED
      the
      undersigned registered owner of this Warrant hereby sells, assigns and transfers
      unto the Assignee named below all of the rights of the undersigned under the
      within Warrant, with respect to the number of shares of Common Stock set forth
      below:

     

    
      	
              Name
                of Assignee

            	 	 	
              Address

            	 	 	
              Number
                of Shares

            	 


    

    


     

    and
      does
      hereby irrevocably constitute and appoint __________________________ Attorney
      to
      make such transfer on the books of Wherify Wireless, Inc., maintained for the
      purpose, with full power of substitution in the premises.

     

    Dated:
      _____________________________

     

    
      	  

	
              (Signature)

            
	 
	  

	
              (Witness)

            


    

     

    The
      undersigned Assignee of the Warrant hereby makes to Wherify Wireless, Inc.,
      as
      of the date hereof, with respect to the Assignee, all of the representations
      and
      warranties made by the Holder, and the undersigned Assignee agrees to be bound
      by all the terms and conditions of the Warrant.

     

    Dated:
      _____________________________     

     

    
      	   

	
              (Signature)