Exhibit 10.8

Amendment No. 2 to License Agreement between IAS and Wherify Wireless, Inc.
(formerly "World Tracking Technologies, Inc.") dated March 15, 2001.


                      SECOND AMENDMENT TO LICENSE AGREEMENT
                      -------------------------------------

THIS  AMENDMENT  AGREEMENT  is  made  as  of  the  15th  day  of  March  2001.

BETWEEN:

         IAS  COMMUNICATIONS,  INC.,
         of  #l85,  10751  Shellbridge  Way
         Richmond,  BC  V6X  2W8

         (hereinafter  referred  to  as  "IAS")
                                                               OF THE FIRST PART
AND
         WHERIFY  WIRELESS,  INC.
         (formerly  WORLD  TRACKING  TECHNOLOGIES,  INC.)
         of  2000  Bridge  Parkway,  Suite  201
         Redwood  Shores,  CA  94065

         (hereinafter  referred  to  as  "Wherify")
                                                              OF THE SECOND PART

WHEREAS:

A.   Wherify  and  IAS entered into a License Agreement dated January 31st, 2000
     wherein  IAS  provided  two  sample  antennas  to Wherify for testing for a
     30-day  period  (the  "License  Agreement");

B.   Wherify  completed  the testing of the sample antennas and provided written
     confirmation  to  IAS that one of the sample antennas has been accepted and
     the  second  GPS  antenna  was  not  suitable  to  Wherify;

C.   By  way  of  an Amending Agreement made as of February 24, 2000 (the "First
     Amending  Agreement"),  the  parties  proceeded  with  and  consummated the
     License  for  one  of  the  Antennas  only;

D.   IAS  failed  to  provide  the  materials (i.e., volume antennae quotations,
     drawings  and  other  technical  specification  data,  collectively,  the
     "Materials")  to enable Wherify to produce and/or resell the minimum number
     Antennas  as  set  out  in  section  31(a) entitled "Minimum Quotas" in the
     License  Agreement  and IAS and Wherify wishes to further amend the License
     Agreement  by  way  of  this  Agreement  (the  "Second Amending Agreement")
     whereby  Wherify  would  be  granted  an  extension  for  commencement  of
     commercial  production  of  the  Antennas;  and

E.   IAS  believes  it  is  in  the  best  interests of the Company to grant the
     extension  and  restructure  the minimum royalty payment structure based on
     Wherify's  best estimate as to commencement of commercial production of the
     Antennas  by  August  2001.

NOW  THEREFORE,  in  view  of  the  premises  and in consideration of the mutual
covenants  and  agreements  hereinafter  set forth, the parties hereto do hereby
covenant  and  agree  as  follows:

1.   All  defined terms set out in this Agreement shall have the same meaning as
     the  defined  terms set out in the License Agreement and the First Amending
     Agreement,  except  that  any  reference  to Antenna(s) shall mean only one
     Antenna  and  any  reference  to  "World  Tracking"  shall  be  deleted


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                                       -2-

     and  replaced  with  "Wherify".

2.   The  parties  hereto acknowledge and agree that pursuant to paragraph 15 of
     the  License  Agreement,  Wherify  has  declined  the right to an exclusive
     license  to  produce  the  Antennas.

3,   IAS shall provide the Materials within five working days after signing this
     Agreement,  subject  to  Wherify's  reasonable  approval as to accuracy and
     completeness.

4.   Paragraph  31  of  the  License  Agreement  be  deleted in its entirety and
     replaced  as  follows:

     "31. Wherify  agrees that it shall meet the following minimum quotas or pay
          the  corresponding Royalty Fee therefore, which quotas shall apply for
          the  Antenna  incorporated in the Products and Antenna sold by Wherify
          to  third  parties:

          (a)  a  minimum  of  100,000  Antennas  shall be manufactured and sold
               within  12  months  from initial commercial production or Wherify
               shall  pay  a  Royalty Fee to IAS in lieu of selling such minimum
               number;

          (b)  a  minimum  of  150,000  Antennas  shall be manufactured and sold
               within  24  months  from initial commercial production or Wherify
               shall  pay  a Royalty Fee in lieu of selling such minimum number;

          (c)  a  minimum  of  200,000  Antennas  shall he manufactured and sold
               within  36  months  from initial commercial production or Wherify
               shall  pay  a Royalty Fee in lieu of selling such minimum number;

          (d)  a  minimum  of  250,000  Antennas  shall be manufactured and sold
               within  48  months  from initial commercial production or Wherify
               shall  pay  a Royalty Fee in lieu of selling such minimum number;
               and

          (e)  a  minimum  of  300,000  Antennas  shall be manufactured and sold
               within  60  months  from initial commercial production or Wherify
               shall  pay a Royalty Fee in lieu of selling such minimum number."

5.   All  other  terms  and  conditions  of  the  License Agreement shall remain
     unchanged  and  shall  be  binding  upon  the  parties  hereto.

6.   If  any  provision  of  this  Agreement  is held by a competent court to be
     invalid,  illegal  or  unenforceable  for  any  reason  or  in  any respect
     whatsoever,  such  invalidity,  illegality  or  unenforceability  shall not
     affect  any other provisions of this Agreement, and this Agreement shall be
     construed  as if such invalid, illegal or unenforceable provision had never
     been  contained herein. IAS and Wherify hereby agree, however, to negotiate
     an  equitable  amendment  of  this  Agreement  if  a  material provision is
     adversely  affected.

7.   This Agreement and any modification or waiver of any provision hereof shall
     be  binding  only if set forth in writing and signed by both parties hereto
     and shall be effective only to the extent set forth in such modification or
     waiver  and  for  the  particular  occasion.

8.   This  Agreement  shall  be construed, interpreted and applied in accordance
     with  the laws of the State of California and the United States of America,
     and  all  matters shall be resolved solely in the United States of America.


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                                       -3-

IN  WITNESS  WHEREOF,  the parties hereunder have executed this Agreement on the
___  day  of  March  2001.

IAS  COMMUNICATIONS,  INC.


Authorized  Signatory


/s/  John  G.  Robertson               /s/  Bill  Prevost
----------------------------           ----------------------------
John  G.  Robertson                    Bill  Prevost
Name                                   Name


President                              Chief  Executive  Officer
----------------------------           ----------------------------
Title                                  Title


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