INTERCREDITOR
      AGREEMENT

     

    June
      3,
      2008

     

    THIS
      AGREEMENT is made by and between (a) YA Global Investments, L.P. (the
      "Lender"),
      a
      Cayman Island exempt limited partnership having an office at 101 Hudson Street,
      Suite 3700, Jersey City, New Jersey 07303, (b) Wherify Wireless, Inc., a
      Delaware corporation, and Wherify California, Inc., a California corporation
      (collectively, the “Borrower”),
      both
      with offices at 63 Bovet Road, #521, San Mateo, California 94402-3104 and (c)
      Laidlaw Holdings PLC ("Laidlaw"),
      a
      United Kingdom corporation with offices at 90 Park Avenue, New York, New York
      10016), and the purchasers of the Bridge Loan(s) as defined below (collectively,
      with Laidlaw, the “Laidlaw
      Persons”).

    


    In
      consideration of the mutual covenants contained herein and benefits to be
      derived herefrom,

     

    WITNESSETH:

     

    
      	 	
              1.

            	
              DEFINITIONS.

            


    

    


    As
      used
      herein, the following terms have the following meanings or are defined in the
      provision of this Agreement so indicated:

    


    “150K
      Loan”:
      That
      certain loan arrangement by and between Laidlaw and the Borrower in a principal
      amount of up to $150,000.00.

    


    "Borrower":
      Defined
      in Preamble.

     

    "Business
      Day":
      Any
      day, other than (a) any Saturday or Sunday and (b) any day on which banks in
      Jersey City, New Jersey are not open to the general public for the purpose
      of
      conducting commercial banking business.

    


    “Bridge
      Loan(s)”:
      A loan
      or loans that may be made by the Laidlaw Persons to the Borrower in an aggregate
      principal amount of up to $800,000.00, evidenced by documents in the forms
      collectively attached hereto as Exhibit “A”. 

    


    "Business
      Day":
      Any
      day, other than (a) any Saturday or Sunday and (b) any day on which banks in
      Jersey City, New Jersey are not open to the general public for the purpose
      of
      conducting commercial banking business.

    


    "Collateral
      Interest":
      Any
      encumbrance, including, without limitation, any security interest, mortgage,
      deed of trust, voluntary lien or any security interest, mortgage, deed of trust
      or lien granted to the Parties by the Borrower. 


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    “Forbearance
      Agreement”:
      That
      certain Forbearance Agreement by and among the Borrower, Wherify California,
      Inc., and Lender dated as of May 16, 2008, a copy of which is annexed as
Exhibit
      V
      to the
      Purchase Agreement.

    


    “Forbearance
      Period”:
      As
      defined in the Forbearance Agreement.

    


    “Laidlaw”:
      Defined in the Preamble.  

    


    “Laidlaw
      Persons”:
      Defined in the Preamble.

    


    "Lender":
      Defined
      in the Preamble.

    


    "Liquidation":
      The
      exercise by a Party of any rights upon default as a secured creditor seeking
      to
      collect or realize upon a Collateral Interest granted by the Borrower to that
      Party.

    


    "Party;
      Parties":
      Lender,
      Laidlaw and Laidlaw Persons.

    


    “Purchase
      Agreement”
means
      the Bridge Note and Warrant Purchase Agreement by and between Laidlaw and the
      Borrower (and any other Laidlaw Person), dated the date hereof.

    


    "Shared
      Collateral":
      Those
      present and future assets of the Borrower in which the Parties, at any time,
      have been or are granted Collateral Interests.

    


    "UCC":
      The
      Uniform Commercial Code as in effect in New York.

    


    
      	 	
              2.

            	
              CROSS
                CONSENTS.

            


    

    


    (a) Lender
      acknowledges and consents to the Borrower’s creation of Collateral Interests in
      the Shared Collateral in favor of the Laidlaw Persons.

    


    (b) The
      Laidlaw Persons consent to the Borrower’s creation of Collateral Interests in
      the Shared Collateral in favor of Lender.

    


    
      	 	
              3.

            	
              RELATIVE
                PRIORITIES.

            


    

    


    (a) Notwithstanding
      the order of creation, attachment, perfection, or the ordering of the filing
      of
      any financing statement or other instrument to reflect or evidence the
      Collateral Interests of the Parties in and to the Shared Collateral, but subject
      to Section
      3(b),
      below,
      the relative priorities of the Parties in and to the Shared Collateral and
      all
      proceeds thereof are as follows:

    


    First: Laidlaw
      Persons (but only to the extent necessary to repay the principal amount
      outstanding, accrued but unpaid interest and any fees and expenses in respect
      of
      the Bridge Loan(s)).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Second: Lender

    


    (b) The
      relative priorities set forth above are intended as an agreement between the
      Parties hereto and are not for the benefit of any third party. Such agreement
      by
      the Parties assumes the due creation, attachment, and perfection of the
      Collateral Interests of each of the Parties in such collateral and that such
      Collateral Interests are not subject to avoidance, equitable subordination,
      invalidation, or the like. Neither Party shall challenge such due creation,
      attachment, or perfection of the Collateral Interests granted to, or any
      guaranty executed in favor of, the other Party by the Borrower, nor seek to
      have
      any such Collateral Interests avoided, set aside, or (other than solely to
      implement the relative priorities set forth in Section 3(a) above) subordinated
      to the other. Without limiting the foregoing sentence, in the event of any
      judicial determination that such due creation, attachment, or perfection is
      invalid, legally insufficient, or otherwise avoidable with respect to any asset
      comprising the Shared Collateral, and in the event of the avoidance, setting
      aside, or (other than in a manner which reflects the relative priorities set
      forth in Section 3(a), above) subordination of any Party’s Collateral Interests,
      the agreement of the Parties set forth above with respect to the relative
      priorities of the Parties in and to that asset shall terminate.

     

    4.           STANDSTILL.
      Laidlaw
      Persons agree that they will not, directly or indirectly, take any action to
      accelerate or demand payment by Borrower, to exercise any of its remedies
      against the Borrower, to initiate any reorganization of, or litigation against,
      Borrower, or to foreclose or otherwise realize on any security given by Borrower
      or any other person to secure the Bridge Loan(s) (“Legal
      Action”);
      provided,
      however,
      that
      notwithstanding anything to the contrary provided herein, this Section
      4
      shall
      automatically and without any further action become null, void and of no effect
      and Laidlaw Persons shall be entitled to take Legal Action at any time and
      from
      time to time if the Lender has not initiated Legal Action against the Borrower
      on or before one hundred eighty (180) days following notice by the Laidlaw
      Persons to the Lender of an event of default under the Bridge
      Loan(s).

    


    
      	 	
              5.

            	
              LIQUIDATIONS.
                Subject
                to the provisions of Section 4:

            


    

    


    (a) The
      Lender shall control any and all Liquidations in its sole and exclusive
      discretion and Laidlaw Persons shall cooperate with the Lender in connection
      with the Lender’s conduct of a Liquidation; provided,
      however,
      Lender
      shall remit any proceeds of such Liquidations, net of the reasonable costs
      and
      expenses of collection of the same, in accordance with the priorities set forth
      herein and Laidlaw shall receive from the Lender copies of any notices provided
      by the Lender to the Borrower in connection with any such Liquidation when
      such
      notices are provided to the Borrower.

     

    (b) Laidlaw
      Persons shall have no right or authority to commence, control, or otherwise
      direct or control a Liquidation. 

    


    (c) Proceeds
      of any Liquidation shall be distributed in accordance with the relative
      priorities set forth in Section
      3(a).
      Laidlaw
      Persons acknowledge and agree that (i) all such distributions shall be made
      to
      Laidlaw on behalf of the Laidlaw Persons, (ii) Laidlaw will have the
      responsibility of distributing such proceeds among the Laidlaw Persons, and
      (iii) once the Lender has made such distribution to Laidlaw in accordance with
      the provisions hereof, the Lender shall have no further duty or obligation
      to
      the Laidlaw Persons with respect to such proceeds.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              6.

            	
              BRIDGE
                LOAN REFINANCING; LENDER’S RIGHT TO PURCHASE.
                

            


    

    


    (a) The
      Parties acknowledge that the Borrower has refinanced the $150K Loan with the
      first proceeds of the Bridge Loan(s) with the Laidlaw Persons, and the Lender
      hereby consents to such Bridge Loan(s), and the repayment of the $150K Loan
      (including accrued but unpaid interest thereon) from the first proceeds thereof,
      and that the Bridge Loan(s) will be secured by a first priority security lien
      on
      the Collateral Interest having priority over the Borrower’s obligations to the
      Lender, but only if the Bridge Loan(s) are made pursuant to documentation in
      the
      same form and upon the same terms as the documentation attached hereto as
      Exhibit “A”. Laidlaw Persons and the Borrower covenant and agree that the
      Borrower and Laidlaw Persons shall not enter into any loans or other financing
      arrangements other than the Bridge Loan(s), without the prior written consent
      of
      the Lender, and that, other than the Bridge Loan(s), no other loans, debts,
      obligations, or liabilities, whether now existing or hereafter arising of the
      Borrower to the Laidlaw Persons or any of their affiliates, shall have priority
      over the Borrower’s obligations to the Lender or the security interests granted
      to the Lender to secure the same.

    


    (b) On
      or
      before the earlier of (i) sixty (60) days after receipt by Laidlaw of written
      notice that the Forbearance Period has terminated or expired, and (ii) November
      30, 2008, the Lender may purchase the Bridge Loan(s), in whole and not in part,
      from the Laidlaw Persons on a non-recourse basis pursuant to customary
      assignment documentation for an amount (the “Purchase
      Price”)
      equal
      to the sum of (i) the lesser of (x) $800,000.00 or (y) the aggregate outstanding
      principal amount of the Bridge Loan(s) plus
      (ii) all
      accrued but unpaid interest upon the principal balance of the Bridge Loan(s)
      through and including the date of the termination or expiration of the
      Forbearance Period. By executing a copy of this Agreement where indicated below,
      the Borrower hereby expressly consents to such assignment of the Bridge
      Loan(s).

    


    


    7.          
       INSURANCE
      PROCEEDS.  If
      Laidlaw Persons or Lender shall receive any check, draft, or other payment
      or
      funds with respect to which it is named as payee, and, in accordance with the
      terms of this Agreement, such check, draft, or other payment or funds represents
      insurance proceeds of Shared Collateral in which the other Party has a first
      priority Collateral Interest, the Party receiving such check, draft, or other
      payment or funds shall hold the same in trust for such other Party and promptly
      shall deliver such check, draft, or other payment or funds to such other Party
      in the form received, without recourse.

     

    
      	 	
              8.

            	
              NOTICES.

            


    

    


    (a) Each
      Party shall provide the other Party with written notice of the acceleration
      of
      the Borrower’s indebtedness to that Party, and of the initiation of any
      Liquidation (which written notice shall include, with reasonable particularity,
      the facts and circumstances giving rise to such acceleration or
      initiation).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) All
      notices and other correspondence with respect to this Agreement shall be given
      to the following addresses:

    


    
      	
              If
                to Lender:

            	 	
              YA
                Global Investments, L.P.

            
	 	 	
              101
                Hudson Street, Suite 3700

            
	 	 	
              Jersey
                City, New Jersey 07303

            
	 	 	
              Attn:      
                Mark Angelo

            
	 	 	
              Phone:   
                (201) 985-8300

            
	 	 	 
	
              Copy
                to:

            	 	
              David
                Gonzalez, Esq.

            
	 	 	
              101
                Hudson Street, Suite 3700

            
	 	 	
              Jersey
                City, New Jersey 07303

            
	 	 	
              Phone:
                (201) 985-8300

            
	 	 	
              Facsimile:
                (201) 985-8266

            
	 	 	 
	
              If
                to Laidlaw

            	 	
              Theodore
                Fowler

            
	
              Or
                Laidlaw 

            	 	
              Laidlaw
                & Company (UK) Ltd.

            
	
              Persons:

            	 	
              90
                Park Avenue - 31st Floor

            
	 	 	
              New
                York, New York 10016

            
	 	 	
              Phone:
                (212) 697-5200

            
	 	 	
              Fax:
                (212) 297-0670

            
	 	 	 
	
              Copy
                to:

            	 	
              Lawrence
                G. Nusbaum, III, Esq.

            
	 	 	
              Gusrae,
                Kaplan, Bruno & Nusbaum PLLC

            
	 	 	
              120
                Wall Street - 11th Floor

            
	 	 	
              New
                York, New York 10005

            
	 	 	
              Phone:
                (212) 269-1400

            
	 	 	
              Fax:
                (212) 809-5449

            


    

    


    (c) Any
      Party
      may change its address on not less than seven (7) days prior written notice
      to
      the other Party given by certified mail, return receipt requested.

    


    (d) Notices
      shall be deemed made, and correspondence received, as follows:

    


    (i) By
      certified mail: the sooner of when actually received or three (3) days following
      deposit in the United States mail, postage prepaid.

    


    (ii) By
      nationally recognized overnight express delivery: the Business Day, when
      delivered. Otherwise, at the opening of the then next Business Day.

    


    (iii) By
      hand:
      If delivered during customary business hours on a Business Day, when delivered.
      Otherwise, at the opening of the then next Business Day.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iv) By
      telephone facsimile transmission (effective only if the subject transmission
      is
      electronically "tagged" as having emanated from the offices of the person who
      is
      purported to be providing such notice): If sent by 4:00 p.m. (based upon the
      time in effect at the recipient of the subject facsimile) on a Business Day,
      on
      the Business Day when sent. Otherwise, at the opening of the then next Business
      Day. 

    


    
      	 	
              9.

            	
              MISCELLANEOUS.

            


    

    


    (a) In
      the
      determination of any notice or other period of time prescribed or allowed
      hereunder, unless otherwise provided:

    


    (i) the
      day
      of the act, event, or default from which the designated period of time begins
      to
      run shall not be included and the last day of the period so computed shall
      be
      included unless such last day is not a Business Day, in which event the last
      day
      of the relevant period shall be the then next Business Day; and

    


    (ii) the
      period so computed shall end at 5:00 P.M. on the relevant Business
      Day.

    


    (b) This
      Agreement shall be binding upon, and inure to the benefit of, the respective
      successors, representatives, and assigns of the Parties. No party will assign,
      transfer, or participate that Party’s rights to repayment from the Borrower
      without such assignment, transfer, or participation being expressly subject
      to
      the terms and provisions of this Agreement.

    


    (c) This
      Agreement shall continue to be effective or reinstated, as the case may be,
      if
      at any time payment of any claim of any Party is rescinded or must otherwise
      be
      returned as a result of the insolvency, bankruptcy or reorganization of the
      Borrower, all as though such payment had not been made. Except as provided
      in
Section
      3(b),
      all
      agreements and obligations of the Parties hereunder shall remain in full force
      and effect irrespective of (i) any lack of validity or enforceability any claim
      of either Party against the Borrower or with respect to any of the Shared
      Collateral; or (ii) any other circumstances that might otherwise constitute
      a
      defense available to, or a discharge of, the Borrower.

    


    (d) 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.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (e) The
      foregoing constitutes the complete agreement between the parties with respect
      to
      the matters contained therein and may not be amended, modified, waived, or
      terminated except by written agreement executed on behalf of each of the
      Parties.

    


    (f) Counterparts.
      This
      Agreement may be executed simultaneously in two or more counterparts, each
      of
      which shall be deemed an original but all of which together shall constitute
      one
      and the same instrument.

    


    
      	 	
              “LENDER”

            
	 	 
	 	
              YA
                GLOBAL INVESTMENTS, L.P.

            
	 	
              By:
                Yorkville Advisors, LLC

            
	 	
              Its:
                Investment Manager

            
	 	 
	 	
              By:

            	    

	 	 
	 	
              Title:

            	    

	 	 
	 	
              “LAIDLAW
                PERSONS”

            
	 	 
	 	
              
                LAIDLAW
                  HOLDINGS PLC

              

            
	 	 
	 	
              By:

            	     

	 	 
	 	
              Title:

            	     

	 	 
	 	        
              
	 	 
	 	
              Name:

            	    

	 	 
	 	            
              
	 	 
	 	
              Name:

            	    



    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              AGREED
                TO:

            	 	 
	 	 	 
	
              
                WHERIFY
                  WIRELESS, INC.

              

            	 	 
	 	 	 
	
              By:

            	  
	 	 
	 	 	 
	
              Title:

            	   
	 	 
	 	 	 
	
              
                WHERIFY
                  CALIFORNIA, INC.

              

            	 	 
	 	 	 
	
              By:

            	   
	 	 
	 	 	 
	
              Title: