BRIDGE
      NOTE AND WARRANT PURCHASE AGREEMENT

    


    THIS
      AGREEMENT is made effective as of this __ day of __ 2008, by and between Wherify
      Wireless, Inc. a Delaware corporation, (the “Company”)
      and
      the persons named on Schedule
      1
      hereto
      (the “Purchaser”).

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      the
      Purchaser desires to purchase, and the Company desires to sell one or more
      senior secured convertible bridge notes (the “Bridge
      Note(s)”)
      in the
      aggregate principal amount of up to $800,000 (the “Principal
      Amount”),
      upon
      the terms and subject to the conditions hereinafter set forth; 

     

    NOW,
      THEREFORE,
      in
      consideration of the foregoing premises and the mutual covenants herein
      contained and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto hereby agree
      as
      follows:

     

    1. Sale
      and Purchase of the Bridge Note.
      Subject
      to the terms and conditions of this Agreement, on the Closing Date (as defined
      below), the Company shall issue, sell and deliver to the Purchaser(s), and
      such
      Purchaser(s) shall purchase from the Company Bridge Note(s) in that principal
      amount set forth on Schedule
      1
      hereto
      (the “Purchase
      Price”).
      The
      form of Bridge Note is attached hereto as Exhibit
      I.

     

    2. Purchase
      Price.

     

    (a) The
      aggregate Purchase Price of the Bridge Note(s) shall be $800,000.

     

    (b) At
      the
      Closing (as defined below), each Purchaser shall pay the Purchase Price by
      wire
      transfer of immediately available funds or by such other method as is acceptable
      to the Company and the Purchaser, to such account of the Company as shall have
      been designated in advance to the Purchaser by the Company.

     

    3. Closing
      Date.
      The
      closing of the sale and purchase of the Bridge Note (the “Closing”)
      shall
      take place at such time, date or place as the parties hereto may mutually agree.
      The date on which the Closing is held is referred to in this Agreement as the
      “Closing
      Date.”

     

    4.
       [Intentionally
      left blank]

     

    5. Use
      of Proceeds.
      Net
      proceeds from the sale of the Bridge Note after payment of the fees and expenses
      associated with its issuance shall be used by the Company to pay its operating
      expenses and those other expenses associated with completion of the Company’s
      planned merger with Lightyear Network Solutions, Inc. (the “Planned
      Merger”)
      on or
      before September 30, 2008. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    6. Security;
      Intercreditor Agreement.
      The
      Company’s obligations under the Bridge Notes are secured by a first lien on all
      the assets owned by the Company and its subsidiaries, all as provided in the
      Security Agreement of even date herewith by and among the Company, its
      subsidiaries and the Holder, the form of which is attached hereto as
Exhibit
      II.
      The
      Bridge Notes are also subject to the terms and conditions set forth in the
      Intercreditor Agreement between the holder(s) of the Bridge Note(s) and YA
      Global Investments, L.P. (f/k/a Cornell Capital Partners, LP) (“YA
      Global”),
      which
      is the holder of the Company’s senior secured debt (the “Senior
      Debt”).
      

     

    7. The
      Warrant.
      On the
      Closing Date, in addition to delivery of the Bridge Note, the Company will
      also
      deliver to the Purchaser a warrant (the “Warrant”)
      entitling the Purchaser to purchase, for a period of five (5) years (the
“Exercise
      Period”),
      four
      (4) shares of the Company’s common stock (the “Common
      Stock”)
      for
      each dollar of Principal Amount. The Warrant shall have such terms and
      conditions as set forth in the form of the Warrant, attached hereto as
Exhibit
      III.

     

    8. Representations
      and Warranties of the Company.
      The
      Company hereby represents and warrants to the Purchaser as follows:

     

    (a) Organization
      and Good Standing; Capitalization.
      The
      Company is duly organized and validly existing under the laws of the State
      of
      Delaware. The Company is not in good standing in the State of Delaware on
      account of a tax deficiency of approximately $4,000, which the Company covenants
      to pay upon receipt of the Purchase Price. The Company is duly qualified or
      authorized to do business as a foreign corporation and is in good standing
      under
      the laws of each jurisdiction in which the conduct of its business or the
      ownership of its properties or assets requires such qualification or
      authorization.

     

    (b) Authorization
      of Agreement; Enforceability.
      The
      Company has all requisite corporate power and authority to execute and deliver
      this Agreement and each other agreement, document, instrument and certificate,
      including, but not limited to, the Forbearance Agreement, the Warrants, the
      Security Agreement, the UCC-1s to be filed by the Company and the Bridge Note
      (and, together with all Exhibits, Schedules and related documents collectively,
      the “Transaction
      Documents”),
      and
      to perform fully its obligations thereunder. The execution, delivery
      and performance by the Company of the Transaction Documents have been duly
      authorized by all necessary corporate action on the part of the Company. The
      Transaction Documents have been duly and validly executed and delivered by
      the
      Company and, assuming the due authorization, execution and delivery thereof
      by
      the Purchaser, the Transaction Documents constitute the legal, valid and binding
      obligations of the Company, enforceable against the Company in accordance with
      their respective terms, subject to applicable bankruptcy, insolvency,
      reorganization, moratorium and similar laws affecting creditors’ rights and
      remedies generally and subject, as to enforceability, to general principles
      of
      equity.

     

    (c) No
      Conflicts.
      The
      execution, delivery and performance of the Transaction Documents by the Company
      and the consummation by the Company of the transactions contemplated thereby,
      do
      not and will not (i) conflict with or violate any provision of the
      Company’s Certificate of Incorporation or Bylaws, (ii) other than the
      consent required of Yorkville Advisors, LLC pursuant to those certain
      Convertible Debentures entered into on March 10, 2006 and March 14, 2006, and
      subsequent amendments thereto between Wherify and YA Global, which consent
      has
      been or will be obtained prior to the Closing, conflict with, or constitute
      a
      default (or an event that with notice or lapse of time or both would become
      a
      default) under, or give to others any rights of termination, amendment,
      acceleration or cancellation (with or without notice, lapse of time or both)
      of,
      any agreement, credit facility, debt or other instrument (evidencing a Company
      debt or otherwise), or other understanding to which the Company is a party
      or by
      which any property or asset of are subject or by which any property or asset
      of
      the Company are bound or affected, or (iii) result in a violation of any
      law, rule, regulation, order, judgment, injunction, decree or other restriction
      of any court or governmental authority to which the Company is subject, or
      by
      which any property or asset of the Company are bound or
      affected.


    
      
        
        

      

      
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    (d) Solvent.
      Immediately following the Closing, the Company expects to be able to pay its
      current debts and obligations incurred in the ordinary course of business after
      the date of this Agreement as they become due through the Forbearance Period
      (as
      defined in the Forbearance Agreement). However, there is no guaranty the Company
      will be able to pay its debts and obligations after that time if the Company
      does not raise additional outside funding.

     

    9. Representations
      and Warranties of the Purchaser.
      The
      Purchaser represents and warrants to the Company as follows

     

    (a) Authority.
      The
      Purchaser has the power and authority to enter into and to consummate its
      obligations set forth in the Transaction Documents. Each Transaction Document
      to
      which it is a party has been duly executed by Purchaser, and when delivered
      by
      Purchaser in accordance with the terms hereof, will constitute the valid and
      legally binding obligation of the Purchaser, enforceable against it in
      accordance with its terms, except (i) as limited by applicable bankruptcy,
      insolvency, reorganization, moratorium, and other laws of general application
      affecting enforcement of creditors’ rights generally and (ii) as limited by
      laws relating to the availability of specific performance, injunctive relief,
      or
      other equitable remedies.

     

    (b) Investment
      Purposes.
      The
      Purchaser (a) is acquiring the Bridge Note, the Warrant, and the
      shares
      Common
      Stock to be issued upon exercise
      of the
      Warrant (collectively the "Securities")
      for
      investment purposes only, for its own account, and not as nominee or agent
      for
      any other Person, and not with a view to, or for resale in connection with,
      any
      distribution thereof within the meaning of the Act, (b) understands and
      acknowledges that the Securities have not been registered under the Act or
      any
      other securities laws, (c) is not an “affiliate” (as defined in Rule 144 under
      the Act) of the Company, (d) has such knowledge and experience in financial
      and
      business matters as to be capable of evaluating the merits and risks of its
      investment, (e) is an “accredited investor” within the meaning of Rule 501 of
      Regulation D under the Act, (f) has had the opportunity to ask questions and
      to
      receive answers from the Company, and to obtain information necessary to
      evaluate the merits and risks of this investment, and (g) understands,
      acknowledges and agrees that Bridge Note has not been, and any Conversion
      Securities will not be, registered under (and that the Company has no present
      intention to register the Bridge Note nor the Conversion Securities under)
      the
      Act or applicable state securities laws, and may not be sold or otherwise
      transferred by the Purchaser to a United States person unless they have been
      registered under the Act and applicable U.S. state securities laws or are sold
      or transferred in a transaction exempt therefrom. 


    
      
        
        

      

      
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    (c)
       Understanding
      of the Risks and Circumstances Involved in Purchasing the Bridge
      Note.
      The
      Purchaser acknowledges and understands that the acquisition of the Bridge Note
      involves a significant degree of risk, including but not limited to the loss
      of
      Purchaser’s entire investment in the Bridge Note.

     

    10. Indemnification.
      

     

    (a) The
      Company shall indemnify and hold harmless each Purchaser and each of their
      respective officers, attorneys, agents, equityholders, directors, agents and
      employees, if any, to the fullest extent permitted by applicable law, from
      and
      against any and all losses, claims, damages, liabilities, costs (including,
      without limitation, reasonable attorneys' fees) and expenses including, without
      limitation, reasonable attorneys’ fees and expenses relating to an Indemnified
      Party’s (as defined below) actions to enforce the provisions of this
Section
      10)
      (collectively, the “Losses”),
      as
      incurred, to the extent arising out of or relating to (i) any material
      misrepresentation or breach of any representation or warranty made by the
      Company in the Transaction Documents, or (ii) any material breach of any
      covenant, agreement or obligation of the Company contained in the Transaction
      Documents. Each party shall promptly notify the other of the institution, threat
      or assertion of any proceeding of which it is aware in connection with the
      transactions contemplated by this Agreement.

     

    (b) If
      any
      proceeding shall be brought or asserted against any Person entitled to indemnity
      hereunder (an “Indemnified
      Party”),
      such
      Indemnified Party shall promptly notify the other party (the “Indemnifying
      Party”)
      in
      writing, and the Indemnifying Party shall have the right to assume the defense
      thereof, including the employment of counsel reasonably satisfactory to the
      Indemnified Party and the payment of all fees and expenses incurred in
      connection with defense thereof; provided, however, that the failure of any
      Indemnified Party to give such notice shall not relieve the Indemnifying Party
      of its obligations or liabilities pursuant to this Agreement, except (and only)
      to the extent that such failure shall have materially and adversely prejudiced
      the Indemnifying Party.

     

    (c) An
      Indemnified Party shall have the right to employ separate counsel in any such
      proceeding and to participate in the defense thereof, but the fees and expenses
      of such counsel shall be at the expense of such Indemnified Party or Parties
      unless: (1) the Indemnifying Party has agreed in writing to pay such fees and
      expenses; (2) the Indemnifying Party shall have failed promptly to assume the
      defense of such proceeding and to employ counsel reasonably satisfactory to
      such
      Indemnified Party in any such proceeding; or (3) the named parties to any such
      proceeding (including any impleaded parties) include both such Indemnified
      Party
      and the Indemnifying Party, and such Indemnified Party shall have been advised
      by counsel that a conflict of interest is likely to exist if the same counsel
      were to represent such Indemnified Party and the Indemnifying Party (in which
      case, if such Indemnified Party notifies the Indemnifying Party in writing
      that
      it elects to employ separate counsel at the expense of the Indemnifying Party,
      the Indemnifying Party shall not have the right to assume the defense thereof
      and the reasonable fees and expenses of one separate counsel for all Indemnified
      Parties in any matters related on a factual basis shall be at the expense of
      the
      Indemnifying Party). The Indemnifying Party shall not be liable for any
      settlement of any such proceeding affected without its written consent, which
      consent shall not be unreasonably withheld. No Indemnifying Party shall, without
      the prior written consent of the Indemnified Party, effect any settlement of
      any
      pending proceeding in respect of which any Indemnified Party is a party, unless
      such settlement includes an unconditional release of such Indemnified Party
      from
      all liability on claims that are the subject matter of such proceeding. The
      indemnification obligations under this Section 6 are in addition to any
      indemnification or similar obligations under any other Transaction
      Document.


    
      
        
        

      

      
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    (d) The
      provisions of this Section shall survive the termination of this Agreement
      for a
      period of eighteen (18) months.

    


    11. Miscellaneous.

     

    (a) Further
      Assurances.
      The
      Company and the Purchaser agree to execute and deliver such other documents
      or
      agreements as may be necessary or desirable for the implementation of this
      Agreement and the consummation of the transactions contemplated
      hereby.

     

    (b) Entire
      Agreement; Amendments and Waivers.
      This
      Agreement (including the schedules and exhibits hereto) represents the entire
      understanding and agreement among the parties hereto with respect to the subject
      matter hereof and can be amended, supplemented or changed, and any provision
      hereof can be waived, only by written instrument making specific reference
      to
      this Agreement signed by the parties hereto. No action taken pursuant to this
      Agreement, including without limitation, any investigation by or on behalf
      of
      any party, shall be deemed to constitute a waiver by the party taking such
      action of compliance with any representation, warranty, covenant or agreement
      contained herein. The waiver by any party hereto of a breach of any provision
      of
      this Agreement shall not operate or be construed as a further or continuing
      waiver of such breach or as a waiver of any other or subsequent breach. No
      failure on the part of any party to exercise, and no delay in exercising, any
      right, power or remedy hereunder shall operate as a waiver thereof, nor shall
      any single or partial exercise of such right, power or remedy by such party
      preclude any other or further exercise thereof or the exercise of any other
      right, power or remedy. All remedies hereunder are cumulative and are not
      exclusive of any other remedies provided by law.

     

    (c) Construction.
      The
      headings herein are for convenience only, do not constitute a part of this
      Agreement and shall not be deemed to limit or affect any of the provisions
      hereof. The language used in this Agreement will be deemed to be the language
      chosen by the parties to express their mutual intent, and no rules of strict
      construction will be applied against any party.

     

    (d) Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their successors and permitted assigns. The Company may not assign this
      Agreement or any rights or obligations hereunder without the express prior
      written consent of the Purchaser. Notwithstanding anything to the contrary
      provided herein or elsewhere, the Purchaser, however, may assign any or all
      of
      its Securities and/or rights under any of the Transaction Documents to any
      Person, provided such transferee agrees in writing to be bound, with respect
      to
      the transferred Securities and otherwise, by the provisions hereof that apply
      to
      the “Purchasers.”


    
      
        
        

      

      
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    (e) No
      Third-Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties hereto and their respective
      successors and permitted assigns and is not for the benefit of, nor may any
      provision hereof be enforced by, any other Person.

     

    12. 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.

     

    13. Headings;
      Interpretive Matters.
      The
      section headings of this Agreement are for reference purposes only and are
      to be
      given no effect in the construction or interpretation of this Agreement. No
      provision of this Agreement will be interpreted in favor of, or against, any
      of
      the parties hereto by reason of the extent to which any such party or its
      counsel participated in the drafting thereof or by reason of the extent to
      which
      any such provision is inconsistent with any prior draft hereof or
      thereof.

     

    14. Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be in writing and shall be deemed given and effective
      on (a) the next Business Day, if sent by U.S. nationally recognized
      overnight courier service, or (b) upon actual receipt by the party to whom
      such notice is required to be given. The address for such notices and
      communications to the Company shall be as set forth below and for each Purchaser
      shall be as set forth on the signature pages attached hereto.

     

    If
      to the
      Company:

    


    
      	 	 	
              Wherify
                Wireless, Inc.

            


    

    
      	 	 	
              63
                Bovet Road, #521, 

            


    

    San
      Mateo, California 94402-3104

    
      	 	 	
              Attn:
                Vince Sheeran, Chief Executive
                Officer

            


    

     

    If
      to the
      Purchaser:

    


    At
      the
      address listed on Schedule 1 hereto.

    


    15. Severability.
      If any
      provision of this Agreement is invalid or unenforceable, the balance of this
      Agreement shall remain in effect.

     


    
      
        
        

      

      
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    16. Binding
      Effect; Assignment.
      This
      Agreement shall be binding upon and insure to the benefit of the parties
      and
      their respective successors and permitted assigns. Other than as expressly
      provided in writing by the parties hereto, no assignment of this Agreement
      or of
      any rights or obligations hereunder may be made by the Company or the Purchaser
      (by operation of law or otherwise) without the prior written consent of the
      other parties hereto and any attempted assignment without the required written
      consents shall be void.

     

    17. Counterparts.
      This
      Agreement may be executed simultaneously in any number of counterparts, each
      of
      which shall be deemed an original but all of which together shall constitute
      one
      and the same instrument.


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Agreement to be duly executed and delivered
      as
      of the day and year first written above.

     

    
      	
              Wherify
                Wireless, Inc.

            
	 	 
	
              By:

            	  

	
              Name:

            	
              Vince
                Sheeran

            
	
              Title:

            	
              Chief
                Executive Officer

            
	 	 
	
              Purchaser

            
	 	 
	
              By:
                

            	  

	
              Name:

            	 
	
              Title:

            	 


    


    
      
        
        

      

      
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    SCHEDULE
      1

    


    PURCHASERS

    


    
      	
              Name and Address of Bridge Note 

              Purchaser

            	 	
              Aggregate Principal Amount of 

              Bridge Notes Purchased

            	 	
              Number of Shares of Common 

              Stock Issuable Upon Exercise 

              of Granted Warrants

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      I

    


    FORM
      OF BRIDGE NOTE


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    EXHIBIT
      II

    


    FORM
      OF THE SECURITY AGREEMENT

    



    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      III

     

    FORM
      OF WARRANT

    



    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    EXHIBIT
      IV

     

    FORM
      OF INTERCREDITOR AGREEMENT

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    EXHIBIT
      V

     

    FORM
      OF FORBEARANCE AGREEMENT

     


    
      
        
        

      

      
        6