February 2,
      2007

     

    Via
      Federal Express

     

    Wherify
      Wireless, Inc.

    2000
      Bridge Parkway, Suite 201

    Redwood
      Shores, CA 94065

    Attention: Timothy
      J. Neher

     

    Re: Wherify
      Wireless, Inc./Cornell Capital Dear Timothy:

     

    Wherify
      Wireless, Inc. (the “Company”) has requested that Cornell Capital Partners, LP
      (“Cornell”) make certain accommodations in connection with the securities
      purchase agreement between the Company and Cornell entered into on
      March 10, 2006, the secured convertible debentures (the “Debentures”) and
      warrants (the “Warrants”) issued thereunder, and other related documents entered
      into in connection with that transaction (collectively, the “Transaction
      Documents”). In order to allow Laidlaw and Company (UK) Ltd. (“Laidlaw”) to
      attempt to raise additional financing for the Company, the Company has requested
      that Cornell confirm that it will agree to the amendments below, if Laidlaw
      is
      successful in raising net proceeds to the Company, in one or more closings
      and/or transactions, of at least $4.5 million within 120 days from the date
      of
      this letter (the “Laidlaw Financing”).

     

    The
      Company and Cornell hereby agree to make the following amendments and
      modifications to the Transaction Documents, which shall only become effective
      upon the date (the “Effective
      Date”)
      the
      Company closes on the Laidlaw Financing:

     

    1.  Consent.Cornell
      hereby agrees and consents as follows:

     

    a.  From
      the
      date hereof until the earlier to occur of the Effective Date or 120 days from
      the date hereof, Cornell shall refrain from declaring the Debentures in default
      and forebear from acceleration of its right to repayment of the Debentures;
      and

     

    b.  Upon
      the
      Effective Date, Cornell shall waive all known defaults of the Company that
      exist
      as of the Effective Date and agree not to accelerate the repayment of the
      Debentures, as amended below, at any time prior to the eight (8) month
      anniversary of the Effective Date..

     

    2.  Amendments
      to the Debentures.On
      the
      Effective Date, Cornell and the Company shall amend the existing Debentures
      as
      follows, and issued amended Debentures to reflect such changes:

     

    a.  The
      maturity date shall be extended to February 1, 2009.

     

    b.  The
      interest rate shall be changed to 8% payable monthly in arrears beginning eight
      months after these amendments are made. When due, the interest may be paid
      in
      cash or capitalized and added to the principal amount of the Debenture, at
      the
      option of the Company.

     

    c.  The
      Company shall make monthly amortization payments under the Debentures in the
      principal amount of $200,000 per month beginning eight months after these
      amendments are made. These liquidation payments shall be reduced by any amounts
      of the Debentures that Cornell has converted during the prior
      month.

     

    d.  The
      conversion price shall be amended to a fixed conversion price of $0.25. The
      Laidlaw Financing
      shall
      be carved out of the anti-dilution and ratchet provisions, but, in the event
      that subsequent to the Effective Date there shall be a capital raising of equity
      or equity based financing with an effective price per share below $0.25 per
      share, the conversion price will be adjusted on a weighted average
      basis.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    e.  Cornell
      shall not convert any portion of the Debenture into in excess of 800,000 shares
      of common stock in any month unless at any time during such month the stock
      price is greater than $0.35 per share based on a trailing 5 day VWAP
      calculation.

     

    f.  The
      Company may make early redemptions of the amended Debentures at any time and
      without any additional penalty or premium provided that the Company provides
      Cornell with 10 days advance notice of any such redemptions, waives the
      conversion restriction set forth above, and, if requested by Cornell, raises
      the
      conversion cap from 4.99% to 9.99%. After receipt of any such redemption
      notices, Cornell shall continue to have the right to convert the Debentures
      during the notice period.

     

    3.  Warrants.Cornell
      shall return to the Company for cancellation warrants to purchase 15,500,000
      shares of common stock and retain the remaining warrants to purchase 7,000,000
      shares of common stock. Cornell will agree to exercise the retained warrants
      on
      a cash basis so long as the shares underlying them are subject to an effective
      registration statement at the time of exercise and no event of default under
      the
      Debentures has occurred.

     

    4.  Security.The
      Debentures, as amended, shall continue to be secured by the security granted
      in
      pursuant to the original Transaction Documents.

     

    This
      agreement shall automatically terminate if the Effective Date has not occurred
      within 120 days from the date hereof, or such other time as mutually agreed
      in
      writing by the parties. Nothing contained herein shall be considered a wavier
      on
      the part of Cornell of any and all of its rights under the Transaction
      Documents. Prior to the Effective Date, albeit subject to the provisions of
      Section 1(a) hereof, all terms, conditions, and obligations contained
      in the Transaction Documents shall remain in full force and effect.

     

    The
      Company agrees to publicly disclose the material terms of this letter and,
      subject to legal limitations relating thereto, the Laidlaw financing efforts
      within 4 days of signing.

     

    
      	 	 	
              Sincerely,

               

              CORNELL
                CAPITAL PARTNERS, LP

               

              By:
                Yorkville Advisors, LLC, General Partner

               

              


               

              By:
                __________________________________________

              Name: Mark
                Angelo

            
	 	 	 
	 	 	 


    

    

    

    Agreed
      and accepted this ____ day of February, 2007

     

    WHERIFY
      WIRELESS, INC.

     

    


     

    By:
      ___________________________________________

    Name:
      Timothy J. Neher

     

    Title:
      Chief Executive Officer

     

     

    
      
         

      

      
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