CONTINUING
      UNCONDITIONAL GUARANTY

     

    WHEREAS,
      Wherify Wireless, Inc., a Delaware corporation, as borrower (“Borrower”)
      and
      each Guarantor (as defined in the Security Agreement), from time to time party
      thereto are entering into that certain Security Agreement dated as of
_____
      __,
      2008
      (as may be amended, restated, supplemented or otherwise modified from time
      to
      time, the “Security
      Agreement”;
      all
      capitalized terms used herein shall have the same meanings ascribed to them
      in
      the Security Agreement unless otherwise expressly stated) with the Secured
      Party
      (as defined in the Security Agreement) (the “Lender”),
      pursuant to which Lender is concurrently purchasing an aggregate principal
      amount of up to $800,000 of the Borrower’s senior secured convertible bridge
      notes (the “Bridge
      Note(s)”);
      and


     

    WHEREAS,
      Lender has required that each Guarantor, execute and deliver this Continuing
      Unconditional Guaranty (this “Guaranty”)
      to
      Lender as a condition precedent to purchasing the Bridge Note(s) of the
      Borrower; and 

     

    WHEREAS,
      each Guarantor is a wholly owned subsidiary of
      the
      Borrower and therefore each such Guarantor will directly or indirectly receive
      certain benefits from the credit accommodations hereinabove described and is
      therefore willing to guaranty the prompt payment and performance of the Guaranty
      Obligations (as such term is hereinafter defined) of Borrower, on the terms
      set
      forth in this Guaranty.

     

    NOW,
      THEREFORE, for value received and in consideration of Lender’s execution of the
      Security Agreement and issuance of the Bridge Note(s) to Borrower, the
      undersigned jointly and severally irrevocably, absolutely and unconditionally
      guarantees (i) the full and prompt payment when due, whether at maturity or
      earlier, by reason of acceleration or otherwise, and at all times thereafter,
      of
      all of the indebtedness and obligations of every kind and nature of Borrower
      to
      Lender, or any parent, affiliate or subsidiary of Lender (the term “Lender”
as
      used
      hereafter shall include such parents, affiliates and subsidiaries), pursuant
      to
      the terms of the Security Agreement and the other Transaction Documents (as
      defined in the Security Agreement), and whether principal, interest, fees,
      costs, expenses or otherwise (including, without limitation, any interest,
      fees
      or expenses accruing following the commencement of any insolvency, receivership,
      reorganization or bankruptcy case or proceeding relating to Borrower, whether
      or
      not a claim for post-petition interest, fees or expenses is allowed in such
      case
      or proceeding), howsoever created, arising or evidenced, whether direct or
      indirect, absolute or contingent, joint or several, now or hereafter existing,
      or due or to become due, and howsoever owned, held or acquired by Lender,
      whether through discount, overdraft, purchase, direct loan or as collateral
      or
      otherwise; and (ii) the prompt, full and faithful discharge by Borrower of
      each
      and every term, condition, agreement, covenant, representation and warranty
      now
      or hereafter made by Borrower to Lender under the Security Agreement and the
      other Transaction Documents (all such indebtedness and obligations being
      hereinafter referred to as the “Guaranty
      Obligations”).
      For
      sake of clarity, the Guaranty Obligations shall include the “Obligations”
as
      defined in the Security Agreement. Each Guarantor further agrees to pay all
      reasonable out-of-pocket costs and expenses, including, without limitation,
      all
      court costs and reasonable attorneys’ and paralegals’ fees paid or incurred by
      Lender in collecting all or any part of the Guaranty Obligations from, or in
      prosecuting or defending any action against, any Guarantor or any other
      guarantor of all or any part of the Guaranty Obligations. All amounts payable
      by
      any Guarantor under this Guaranty shall be payable upon demand by Lender and
      shall be made in lawful money of the United States, in immediately available
      funds.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SECTION
      1. No
      Fraudulent Conveyance.
      Notwithstanding any provision of this Guaranty to the contrary, it is intended
      that this Guaranty, and any liens and/or floating charges and security interests
      granted by each Guarantor to secure this Guaranty, do not constitute a
      Fraudulent Conveyance (as defined below). Consequently, each Guarantor agrees
      that if this Guaranty, or any liens and/or floating charges and security
      interests securing this Guaranty, would, but for the application of this
      sentence, constitute a Fraudulent Conveyance, this Guaranty and each such lien
      and/or floating charge and security interest shall be valid and enforceable
      only
      to the maximum extent that would not cause this Guaranty or such lien and/or
      floating charge and security interest to constitute a Fraudulent Conveyance,
      and
      this Guaranty or the other Transaction Documents providing for such liens and/or
      floating charges and security interests shall automatically be deemed to have
      been amended accordingly at all relevant times. For purposes hereof,
“Fraudulent
      Conveyance”
means
      a
      fraudulent conveyance under Section 548 of the Bankruptcy Code (as hereinafter
      defined) or a fraudulent conveyance or fraudulent transfer under the provisions
      of any applicable fraudulent conveyance or fraudulent transfer law or similar
      law of any state, nation or other governmental unit, as in effect from time
      to
      time.

     

    SECTION
      2. Unconditional
      Guaranty.
      Each
      Guarantor hereby agrees that, except as hereinafter provided, its obligations
      under this Guaranty shall be irrevocable, absolute and unconditional,
      irrespective of (i) the validity or enforceability of the Guaranty Obligations
      or any part thereof, or of the Bridge Note(s), or any promissory note or other
      document evidencing all or any part of the Guaranty Obligations, (ii) the
      absence of any attempt to collect from Borrower or any other guarantor all
      or
      any part of the Guaranty Obligations or other action to enforce the same, (iii)
      the waiver or consent by Lender with respect to any provision of any instrument
      evidencing the Guaranty Obligations, or any part thereof, or any other agreement
      heretofore, now or hereafter executed by Borrower or any other guarantor, and
      delivered to Lender, (iv) failure by Lender to take any steps to perfect and
      maintain its security interest in, or to preserve its rights, title or interest
      in and to, any security or collateral for the Guaranty Obligations, (v) the
      existence or nonexistence of any defenses which may be available to Borrower
      or
      any other guarantor with respect to all or any part of the Guaranty Obligations,
      (vi) the institution of any proceeding under Chapter 11 of Title 11 of the
      United States Code (11 U.S.C. § 101 et seq.), as amended (the “Bankruptcy
      Code”),
      or
      any similar proceeding, by or against Borrower or any other guarantor or
      Lender’s election in any such proceeding of the application of Section
      1111(b)(2) of the Bankruptcy Code, (vii) any borrowing or grant of a security
      interest by Borrower, as debtor-in-possession, under Section 364 of the
      Bankruptcy Code (or use of cash collateral under Section
      363
      of the
      Bankruptcy Code), (viii) the disallowance, under Section 502 of the Bankruptcy
      Code, of all or any portion of Lender’s claim(s) for repayment of the Guaranty
      Obligations, or (ix) any other circumstance which might otherwise constitute
      a
      legal or equitable discharge or defense of any other guarantor.

     

    SECTION
      3. Waiver.
      Each
      Guarantor hereby waives diligence, presentment, demand of payment, filing of
      claims with a court in the event of receivership or bankruptcy of Borrower
      or
      any other guarantor, protest or notice (except as provided elsewhere in the
      Transaction Documents) with respect to the Guaranty Obligations and all demands
      whatsoever, and covenants that this Guaranty will not be discharged, except
      by
      the complete and indefeasible payment and satisfaction in full of
      all of
      the Guaranty Obligations. Each Guarantor further waives notice of (i) acceptance
      of this Guaranty, (ii) the existence or incurring from time to time of any
      Guaranty Obligations guarantied hereunder, (iii) the existence of any Default
      or
      Event of Default, demand of payment, nonpayment, or Lender taking any action,
      under the Security Agreement or any other Transaction Document, and (iv) default
      and demand hereunder. Upon the occurrence and during the continuance of any
      Event of Default (as defined in the Security Agreement), Lender may, in its
      sole
      election (regardless of whether the liability of Borrower or any other guarantor
      of all or any part of the Guaranty Obligations has matured or may then be
      enforced), proceed directly and at once, without notice, against any Guarantor
      to collect and recover the full amount or any portion of the Guaranty
      Obligations, without first proceeding against Borrower, any other guarantor,
      or
      any other Person (as defined in the Security Agreement), firm or corporation,
      or
      against any security or collateral for the Guaranty Obligations. Each Guarantor
      agrees that this Guaranty constitutes a guarantee of payment when due and not
      of
      collection.


    
      
         

      

      
        -
          2
–

        
          

        

      

      
         

      

    


    SECTION
      4. Authorization.
      Lender
      is hereby authorized, without notice or demand and without affecting the
      liability of any Guarantor hereunder, at any time and from time to time to
      (i)
      renew, extend, accelerate or otherwise change the time for payment of, or other
      terms relating to, the Guaranty Obligations or otherwise modify, amend or change
      the terms of the Bridge Note(s) or any other promissory note or other agreement,
      document or instrument now or hereafter executed by Borrower or any other
      guarantor and delivered to Lender; (ii) accept partial payments on the Guaranty
      Obligations; (iii) take and hold security or collateral for the payment of
      the
      Guaranty Obligations guaranteed hereby, or for the payment of this Guaranty,
      or
      for the payment of any other guaranties of the Guaranty Obligations, and
      exchange, enforce, waive and release any such security or collateral; (iv)
      apply
      such security or collateral and direct the order or manner of sale or other
      disposition thereof in its discretion as it may determine; and (v) settle,
      release, compromise, collect or otherwise liquidate the Guaranty Obligations
      and
      any security or collateral therefor in any manner, without affecting or
      impairing the obligations of any Guarantor hereunder. Lender shall have the
      exclusive right to determine the time and manner of application of any payments
      or credits, whether received from Borrower or any other source, and such
      determination shall be binding on each Guarantor. All such payments and credits
      may be applied, reversed and reapplied, in whole or in part, to any of the
      Guaranty Obligations as Lender shall determine in its discretion without
      affecting the validity or enforceability of this Guaranty.

     

    SECTION
      5. Security
      Interest.
      To
      secure the payment and performance of the Guaranty Obligations and each
      Guarantor’s obligations hereunder, each Guarantor grants to Lender a continuing
      perfected lien and/or floating charge on and security interest in all of such
      Guarantor’s right, title and interest in and to the Collateral (as hereinafter
      described). The term “Collateral” is and consists of all of the kinds and types
      of property described in subsections (A) through (J) hereof, whether now owned
      or hereafter at any time arising, acquired or created by such Guarantor and
      wherever located, and includes all replacements, additions, accessions,
      substitutions, and repairs, relating thereto or therefrom (all of the
      capitalized terms used in the following subsections, unless otherwise defined
      herein, shall have the meanings ascribed to such terms under the Uniform
      Commercial Code as in effect in the State of New York, as applicable): (A)
      Accounts; (B) Deposit Accounts; (C) Documents of Title; (D) Equipment; (E)
      General Intangibles; (F) Inventory; (G) Investment Property; (H) Intellectual
      Property; (I) property of each Guarantor of the type described in the definition
      of the term “Pledged Property” contained in the Security Agreement; and (J)
      proceeds of all or any of the property described above, including, without
      limitation, the proceeds of any insurance policies covering any of the above
      described property. Each Guarantor hereby authorizes Lender to record without
      such Guarantor’s signature any and all financing statements deemed necessary or
      appropriate by Lender to the perfection of its security interest in the
      Collateral. Each Guarantor agrees that Lender shall have the rights and remedies
      of a secured party under the Uniform Commercial Code of the State of New York,
      as now existing or hereafter amended, with respect to all of the aforesaid
      property, including, without limitation, thereof, the right to sell or otherwise
      dispose of any or all of such property and apply the proceeds of such sale
      to
      the payment of the Guaranty Obligations. In addition, at any time during the
      existence of an Event of Default, Lender may, in its discretion, without notice
      to any Guarantor and regardless of the acceptance of any security or collateral
      for the payment hereof, appropriate and apply toward the payment of the Guaranty
      Obligations (i) any indebtedness due from Lender to any Guarantor, and (ii)
      any
      moneys, credits or other property belonging to any Guarantor, at any time held
      by or coming into the possession of Lender whether for deposit or
      otherwise.


    
      
         

      

      
        -
          3
–

        
          

        

      

      
         

      

    


    SECTION
      6. Guarantor’s
      Responsibility.
      Each
      Guarantor hereby assumes responsibility for keeping itself informed of the
      financial condition of Borrower and any and all endorsers and/or other
      guarantors of any instrument or document evidencing all or any part of the
      Guaranty Obligations and of all other circumstances bearing upon the risk of
      nonpayment of the Guaranty Obligations or any part thereof, and each Guarantor
      hereby agrees that Lender shall have no duty to advise any Guarantor of
      information known to Lender regarding such condition or any such circumstances
      or to undertake any investigation. If Lender, in its discretion, undertakes
      at
      any time or from time to time to provide any such information to any Guarantor,
      Lender shall be under no obligation to update any such information or to provide
      any such information to any Guarantor on any subsequent occasion. Each Guarantor
      further acknowledges that such Guarantor has examined or had the opportunity
      to
      examine the Security Agreement and the other Transaction Documents, and waives
      any defense which may exist resulting from such Guarantor’s failure to receive
      or examine at any time the Security Agreement or the other Transaction
      Documents.

     

    SECTION
      7. Consent.
      Each
      Guarantor consents and agrees that Lender shall be under no obligation to
      marshal any assets in favor of or against such Guarantor or in payment of any
      or
      all of the Guaranty Obligations. Each Guarantor further agrees that, to the
      extent that Borrower, any Guarantor or any other Person makes a payment or
      payments to Lender, or Lender receives any proceeds of Collateral (as defined
      in
      the Security Agreement), which payment or payments or any part thereof are
      subsequently invalidated, declared to be fraudulent or preferential, set aside
      and/or required to be repaid to Borrower, its estate, trustee, receiver or
      any
      other Person, including, without limitation, such Guarantor, under any
      bankruptcy law, state or federal law, common law or equitable theory, then
      to
      the extent of such payment or repayment, the Guaranty Obligations or the part
      thereof which has been paid, reduced or satisfied by such amount, and such
      Guarantor’s obligations hereunder with respect to such portion of the Guaranty
      Obligations, shall be reinstated and continued in full force and effect as
      of
      the date such initial payment, reduction or satisfaction
      occurred.


    
      
         

      

      
        -
          4
–

        
          

        

      

      
         

      

    


    SECTION
      8. Transfer.
      Lender
      may sell or assign the Guaranty Obligations or any part thereof, or grant
      participations therein, and in any such event, each and every immediate or
      remote assignee or holder of, or participant in, all or any of the Guaranty
      Obligations shall have the right to enforce this Guaranty, by suit or otherwise,
      for the benefit of such assignee, holder or participant, as fully as if herein
      by name specifically given such right, but Lender shall have an unimpaired
      right, prior and superior to that of any such assignee, holder or participant,
      to enforce this Guaranty for the benefit of Lender, as to any part of the
      Guaranty Obligations retained by Lender.

     

    SECTION
      9. Binding
      on Assigns.
      This
      Guaranty shall be binding upon each Guarantor and upon the heirs, executors,
      successors (including, without limitation, any receiver, trustee or
      debtor-in-possession of or for such Guarantor) and assigns of such Guarantor,
      and shall inure to the benefit of Lender and its successors in interest and
      assigns; provided,
      however,
      that
such
      Guarantor’s
      obligations hereunder may not be delegated or assigned without Lender’s prior
      written consent.

     

    SECTION
      10. Representations
      and Warranties.
      Each
      Guarantor represents and warrants (which representations and warranties shall
      survive the execution and delivery hereof) to Lender that:

     

    (a) Guarantor
      has the full power, authority and legal capacity to execute, deliver and perform
      this Guaranty and the transactions contemplated hereby;

     

    (b) No
      consent of any person (including, without limitation, creditors of Guarantor),
      which has not been obtained as of the date hereof, and no consent, permit,
      approval or authorization of, exemption by, notice or report to, or
      registration, filing or declaration with, any governmental authority is required
      in connection with the execution, delivery, performance, validity or
      enforceability of this Guaranty and the transactions contemplated
      hereby;

     

    (c) This
      Guaranty has been duly executed and delivered on behalf of Guarantor, and
      constitutes the legal, valid and binding obligation of Guarantor, enforceable
      in
      accordance with its terms, except as the enforceability thereof may be limited
      by applicable bankruptcy, reorganization, insolvency, moratorium or other laws
      affecting creditors’ rights generally; 

     

    (d) The
      execution, delivery and performance of this Guaranty will not violate any
      applicable law, organizational document of Guarantor, or material agreement
      by
      which Guarantor or its properties or assets are bound; and

     

    (e) It
      is in
      Guarantor’s direct interest to assist Borrower in procuring credit because
      Guarantor is a wholly owned subsidiary of the Borrower.

     

    SECTION
      11. Notwithstanding
      the provisions of this Guaranty, each Guarantor is entitled to deal with the
      Collateral [or only the Accounts and Deposit Accounts] in the ordinary course
      of
      business, until:-


    
      
         

      

      
        -
          5
–

        
          

        

      

      
         

      

    


    
      	 	
              (a)

            	
              the
                Borrower is in breach of the provisions of the Security Agreement
                and the
                other Transaction Documents;

            


    

    


    
      	 	
              (b)

            	
              a
                Guarantor is in breach of the provisions of this
                Guaranty;

            


    

    


    
      	 	
              (c)

            	
              a
                Guarantor deals with the Collateral [or only the Accounts and Deposit
                Accounts] outside the ordinary course of
                business;

            


    

    


    
      	 	
              (b)

            	
              an
                appointment of a receiver to any assets, including the Collateral,
                of a
                Guarantor or to the assets of the
                Borrower;

            


    

    


    
      	 	
              (c)

            	
              the
                levy of execution against assets of a Guarantor or the
                Borrower;

            


    

    


    
      	 	
              (d)

            	
              the
                application for winding up of a Guarantor or the
                Borrower;

            


    

    


    
      	 	
              (e)

            	
              the
                grant of an order for winding up of a Guarantor or the
                Borrower

            


    

     

    SECTION
      12. Continuation.
      This
      Guaranty shall continue in full force and effect (and may not be revoked or
      terminated), and Lender shall be entitled to issue the Bridge Note(s) and extend
      other financial accommodations to Borrower on the faith hereof until such time
      as Lender has, in writing, notified each Guarantor that all of the Guaranty
      Obligations have been indefeasibly paid and satisfied in full and the Security
      Agreement has been terminated.

     

    SECTION
      13. Subrogation.
      Any and
      all rights of any nature of each Guarantor to subrogation, contribution,
      reimbursement or indemnity and any right of such Guarantor to recourse to any
      assets or property of, or payment from, Borrower or any other guarantor of
      all
      or any part of the Guaranty Obligations as a result of any payments made or
      to
      be made hereunder for any reason are hereby unconditionally waived, and such
      Guarantor shall not at any time exercise any of such rights unless and until
      all
      of the Guaranty Obligations have been indefeasibly paid and satisfied in full.
      Any payments received by any Guarantor in violation of this Section
      13
      shall be
      held in trust for and immediately remitted to Lender.

     

    SECTION
      14. Subordination.
      The
      payment of any and all of the indebtedness, liabilities and obligations of
      Borrower to each Guarantor of every kind or nature, whether joint or several,
      due or to become due, absolute or contingent, now existing or hereafter arising,
      and whether principal, interest, fees, costs, expenses or otherwise
      (collectively, the “Subordinated
      Debt”),
      is
      expressly subordinated to the Guaranty Obligations. So long as any Guaranty
      Obligations remain outstanding and the Security Agreement has not been
      terminated, no payment of any kind (by voluntary payment, prepayment,
      acceleration, setoff or otherwise) of any portion of the Subordinated Debt
      may
      be made by Borrower or received or accepted by any Guarantor at any time. Until
      such time as the Guaranty Obligations have been indefeasibly paid and satisfied
      in full and the Security Agreement has been terminated, each Guarantor will
      not
      (i) obtain any Lien and/or floating charge on any property of Borrower to secure
      the Subordinated Debt, or (ii) make demand for payment of all or any part of
      the
      Subordinated Debt or commence any lawsuit, action or proceeding of any kind
      against Borrower to recover all or any part of the Subordinated Debt. Any
      payments received by any Guarantor in violation of this Section
      14
      shall be
      held in trust for and immediately remitted to Lender.


    
      
         

      

      
        -
          6
–

        
          

        

      

      
         

      

    


    SECTION
      15. GOVERNING
      LAW.
      THIS
      GUARANTY SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
      WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS
      OF
      LAWS PRINCIPLES.

     

    SECTION
      16. CONSENT
      TO JURISDICTION; SERVICE OF PROCESS.
      EACH
      GUARANTOR HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT
      LOCATED WITHIN THE COUNTY OF NEW YORK, STATE OF NEW YORK, AND IRREVOCABLY AGREES
      THAT, SUBJECT TO LENDER’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR
      RELATING TO THIS GUARANTY SHALL BE LITIGATED IN SUCH COURTS. EACH GUARANTOR
      ACCEPTS FOR ITSELF, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE
      JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON
      CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY
      IN CONNECTION WITH THIS GUARANTY. EACH GUARANTOR HEREBY WAIVES PERSONAL SERVICE
      OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE
      UPON SUCH GUARANTOR BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED,
      DIRECTED TO SUCH GUARANTOR, AT SUCH GUARANTOR’S ADDRESS SET FORTH ON THE
      SIGNATURE PAGE HEREOF OR AS MOST RECENTLY NOTIFIED BY SUCH GUARANTOR IN WRITING,
      AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN
      POSTED AS AFORESAID.

     

    SECTION
      17. JURY
      TRIAL WAIVER.
      EACH
      GUARANTOR AND LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF
      ANY
      CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS GUARANTY. EACH
      GUARANTOR AND LENDER ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT
      TO
      ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THE WAIVER
      IN ENTERING INTO THIS GUARANTY AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER
      IN THEIR RELATED FUTURE DEALINGS. EACH GUARANTOR AND LENDER FURTHER WARRANT
      AND
      REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT
      EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
      CONSULTATION WITH LEGAL COUNSEL.

     

    SECTION
      18. Entire
      Agreement; Severability.
      This
      Guaranty represents the entire understanding and agreement between each
      Guarantor, on the one hand, and Lender, on the other hand, with respect to
      the
      subject matter contained herein, and there are no other existing agreements
      or
      understandings, whether oral or written, between or among such parties as to
      such subject matter. Wherever possible, each provision of this Guaranty shall
      be
      interpreted in such manner as to be effective and valid under applicable law,
      but if any provision of this Guaranty shall be prohibited by or invalid under
      applicable law, such provision shall be ineffective only to the extent of such
      prohibition or invalidity, without invalidating the remainder of such provision
      or the remaining provisions of this Guaranty.


    
      
         

      

      
        -
          7
–

        
          

        

      

      
         

      

    


    SECTION
      19. Cumulative
      Remedies; Amendments.
      All
      rights and remedies hereunder and under the Security Agreement and the other
      Transaction Documents are cumulative and not alternative, and Lender may proceed
      in any order from time to time against Borrower, each Guarantor or any other
      guarantor of all or any part of the Guaranty Obligations and their respective
      assets. Lender shall not have any obligation to proceed at any time or in any
      manner against, or exhaust any or all of Lender’s rights against, Borrower or
      any other guarantor of all or any part of the Guaranty Obligations prior to
      proceeding against any Guarantor hereunder. No failure or delay on the part
      of
      Lender in the exercise of any power, right or privilege shall impair such power,
      right or privilege or be construed to be a waiver of any Default or acquiescence
      therein, nor shall any single or partial exercise of any such power, right
      or
      privilege preclude other or further exercise thereof or of any other right,
      power or privilege. No amendment, modification or waiver of any provision of
      this Guaranty, or consent to any departure by any Guarantor therefrom, shall
      be
      effective unless the same shall be in writing and signed by Lender and each
      Guarantor. Each amendment, modification or waiver shall be effective only in
      the
      specific instance and for the specific purpose for which the same was consented
      to by Lender.

     

    [Remainder
      of Page Intentionally Left Blank]


    
      
         

      

      
        -
          8
–

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, this Guaranty has been duly executed
      by the undersigned as of _____
      ___, 2008.

     

    
      	
              BORROWER:

            
	 	 
	
              WHERIFY
                WIRELESS, INC.

            
	 	 
	
              By:

            	 
	
              Name:

            	
              Vince
                Sheeran

            
	
              Title:

            	
              Chief
                Executive Officer

            
	 	 
	
              GUARANTOR:

            
	 	 
	
              [NAME
                OF SUBSIDIARY]

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 
	 	 
	
              [NAME
                OF SUBSIDIARY]

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 
	 	 
	
              [NAME
                OF SUBSIDIARY]

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 
	 	 
	
              [NAME
                OF SUBSIDIARY]

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    On
      the
      ___ day of ____
      in
      the year 2008 before me, the undersigned, personally appeared ________,
      personally known to me or proved to me on the basis of satisfactory evidence
      to
      be the individual whose name is subscribed
      to the
      within instrument and acknowledged to me that he executed the same in his
      capacity as ______________________ Guarantor (as defined in the within
      instrument), and that by his signature on the instrument, the individual, or
      the
      person upon behalf of which the individual acted, executed the
      instrument.

     

    
      	 
	
              Notary
                Public