MAYER,
                  BROWN, ROWE & MAW LLP

                DAVID
                  C. BOLSTAD (SBN 157886)

                350
                  South Grand Avenue, 25th Floor

                Los
                  Angeles, CA 90071-1503

                Telephone: (213)
                  229-9500

                Facsimile: (213)
                  625-0248

                 

                Attorneys
                  for Plaintiff 

                WESTPORT
                  OFFICE PARK, LLC

                 

              	 


      

       

      SUPERIOR
        COURT OF THE STATE OF CALIFORNIA

       

      FOR
        THE
        COUNTY OF SAN MATEO

      
 

      
        	
                WESTPORT
                  OFFICE PARK, LLC, a California Limited Liability Company,

                 

                Plaintiff,

                 

                vs.

                 

                WHERIFY
                  WIRELESS, INC., a California corporation; and Does 1 through 10,
                  inclusive,

                 

                Defendants.

              	 	
                Case
                  No. CIV 193528

                 

                STIPULATION
                  AND AGREEMENT BETWEEN WESTPORT OFFICE PARK, LLC AND WHERIFY WIRELESS,
                  INC.

                 

                Compl.
                  Filed: August
                  7, 2006

              
	 


      

      


       

      
        
           

        

        
          STIPULATION
            AND AGREEMENT

          
            

          

        

        
           

        

      

       

      WHEREAS,
        on August 7, 2006, Westport Office Park, LLC (“Westport”) filed in the above
        captioned action (the “Action”), a Verified Complaint for Unlawful Detainer (the
“Complaint”) against Wherify Winless, Inc. (“Wherify”) and Does 1-10, seeking,
inter
        alia,
        to
        recover possession of the premises located at 2000 Bridge Parkway, Suite
        201,
        Redwood City, California, consisting of approximately 25,690 square feet
        on the
        second floor of the building (the “Premises”);

      NOW
        THEREFORE, in connection with the parties’ efforts to resolve the disputes in
        the Action, the parties hereto stipulate and agree as follows:

      1. On
        or
        before Monday, October 9, 2006, Wherify shall pay to Westport (by certified
        check or federal funds wire transfer to Harvest Properties, Inc. as agent
        for
        PRET’s Westport Office Park, c/o Bank One, Chicago, Illinois, Account No.:
        699281689, ABA Routing No.: 071000013), the sum of $1,203,720.00 (the
“Payment”), consisting of:

      (a) $967,648.00
        for all outstanding rent, expenses, late charges due and owing from Wherify
        to
        Westport through October 9, 2006 under the terms of that certain Lease Agreement
        dated September 3, 1999 between Westport Joint Venture, as lessor, and World
        Tracking Technologies, Inc., as lessee, as amended by Commencement letter
        dated
        December 8, 1999, Letter Agreement regarding Extension of Maturity Date for
        October 1, 1999 Promissory Note dated October 16, 2000, Letter Agreement
        regarding Tenant Name Change dated June 12, 2001, Amendment No. 1 to Lease
        dated
        June 27, 2005, and Amendment No. 2 to Lease dated August 16, 2005 (collectively,
        the “Lease”);

      (b) $226,072.00
        to replenish the Security Deposit as required by the Lease; and

      (c) $10,000
        to reimburse Westport for a portion of the attorneys’ fees incurred by Westport
        in connection with the Action.

      2. From
        July
        31, 2006 through October 9, 2006, Westport shall take no action to prosecute
        the
        Action so long as Wherify (a) timely makes the above-referenced Payment,
        and (b)
        is not otherwise in default under the terms of the Lease.

      3. Wherify
        hereby waives: (a) any further or additional requirements or obligations
        to
        serve a 3-day notice to pay/cure
        or quit under California law, and (b) any defect in, or defense to the 3-day
        notice to pay/cure or quit previously served on Wherify and/or the Verified
        Complaint For Unlawful Detainer filed in the Action. Wherify reprints and
        warrants that it has not assigned the Lease or sublet the Premises and that
        it
        is unaware of any other person or entity, other than Westport, claiming any
        right to possession of the Premises.

       

      
        
           

        

        
          STIPULATION
            AGREEMENT

          
            

          

        

        
           

        

      

      4. In
        the
        event Wherify defaults an any of the obligations set forth in paragraph 1
        above,
        or on any other term, condition or obligation under the Lease:

      (a) the
        Lease
        shall remain forfeited;

      (b) Westport
        may immediately file with the Court the Stipulated Judgment, [Proposed]
        Stipulated Order and Confession of Judgment (attached hereto as Exhibit A
        and
        incorporated herein by this reference);

      (c) the
        Stipulated Judgment shall be entered as the Judgment in the Action and Wherify
        shall not object thereto or appeal therefrom;

      (d) any
        amounts
        paid
        pursuant to this Stipulation shall be deemed partial payments of amounts
        outstanding under the Lease and shall not constitute a waiver of the existing
        defaults alleged in the Action; and

      (e) at
        Westport’s request, Wherify will provide within five (5) days (i) Wherify’s most
        recent audited financial statements reflecting Wherify’s financial condition,
        and (ii) if Wherify is insolvent and/or unable to pay its debts and obligations
        as they become chic, written certification by an officer, director, general
        partner or managing member of Wherify, that Wherify is insolvent and/or unable
        to pay its debts and obligations as they become due.

      5. Upon
        Westport’s timely receipt of the payments set forth in paragraph 1, (and so long
        as Wherify is not at that time otherwise in default under the terms, conditions
        or obligations hereof or under the Lease), the Lease shall be deemed reinstated,
        Westport promptly will file a request for dismissal of the action with
        prejudice, and Westport promptly will return to Wherify the original Stipulated
        Judgment and Confession of Judgement. It is understood that Westport reserves
        all of its rights under the Lease, at law and in equity.

      / / /

      / / /

      / / /

       

      
        
          -2-

        

        
          STIPULATION
            AND AGREEMENT BETWEEN THE PARTIES

          
            

          

        

        
           

        

      

       

       

      
        	 Dated: August 28, 2006 	 WESTPORT OFFICE PARK, LLC,
	 	 
	 	 BY:
                THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, ITS MEMBER
	 	 
	 	 By: /s/
                Jolynn Chow Miller
	 	 
	 	 Its: Director
                & Second Vice President


      

       

       

      
        	 Dated August 22, 2006	 WHERIFY WIRELESS, INC.
	 	 
	 	 By: /s/
                Timothy Neher
	 	 
	 	 Its: CEO
	 	 
	 	 


      

       

      
        	 APPROVED AS TO FORM	 
	 	 
	 Dated: August 23, 2006	  MAYER,
                BROWN, ROWE & MAW LLP
	 	 
	 	 By: /s/
                David C. Bolstad
	 	
                 David
                  C. Bolstad

              
	 	 Attorneys for Plaintiff
	 	 WESTPORT OFFICE PARK,
                LLC


      

       

      
        
          	 Dated: August 23, 2006	  REED
                  SMITH LLP
	 	 
	 	 
	 	 By: /s/
                  Theodore K. Klaassen
	 	
                   Theodore
                    K. Klaassen

                
	 	 Attorneys
                  for Defendant
	 	 WHERIFY WIRELESS,
                  INC.


        

      

       

       

      
        
          -3-

        

        
          STIPULATION
            AND AGREEMENT BETWEEN THE PARTIES

          
            

          

        

        
           

        

      

      


       

       

      


       




       

      


       

       

      EXHIBIT
        A

       

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        	
                MAYER,
                  BROWN, ROWE & MAW LLP

                DAVID
                  C. BOLSTAD (SBN 157886)

                350
                  South Grand Avenue, 25th Floor

                Los
                  Angeles, CA 90071-1503

                Telephone: (213)
                  229-9500

                Facsimile: (213)
                  625-0248

                 

                Attorneys
                  for Plaintiff 

                WESTPORT
                  OFFICE PARK, LLC

                 

                 

              	 


      

       

      SUPERIOR
        COURT OF THE STATE OF CALIFORNIA

       

      FOR
        THE
        COUNTY OF SAN
        MATEO

       

      
        	
                WESTPORT
                  OFFICE PARK, LLC, a California Limited Liability Company,

                 

                Plaintiff,

                 

                vs.

                 

                WHERIFY
                  WIRELESS, INC., a California corporation; and Does 1 through 10,
                  inclusive,

                 

                Defendants.

              	 	
                Case
                  No. CIV
                  193528

                 

                (1)
                  STIPULATED JUDGMENT IN UNLAWFUL DETAINER ACTION;

                 

                (2)
                  [PROPOSED] ORDER THEREON;

                 

                (3)
                  CONFESSION OF JUDGMENT

                 

                Compl.
                  Filed: August
                  7, 2006

              
	 


      

      


      


      
        
           

        

        
          STIPULATED
            JUDGEMENT AND ORDER THEREON

          
            

          

        

        
           

        

      


      Plaintiff
        Westport Office Park, LLC (“Westport” or “Plaintiff”), and defendant Wherify 2
        Wireless, Inc. (“Wherify” or “Defendant”), stipulate as follows:

      1.  Westport
        filed its Unlawful Detainer action (the “Action”) on August 7, 2006 to recover
        possession of the premises located at 2000 Bridge Parkway, Suite 201, Redwood
        City, California, consisting of approximately 25,690 square feet on the second
        floor of the building (the “Premises”), together with pest due rent, attorney’s
        fees and costs.

      2.  The
        parties have agreed to a conditional settlement of the disputes in the action,
        pursuant to which, on or before October 9, 2006, Wherify shall pay to Westport
        (by certified check or federal funds wire transfer to Harvest Probes, Inc.
        as
        agent for PREI’s Westport Office Park, el() Bank One, Chicago, Illinois, Account
        No.: 699281689, ABA Routing No.: 071000013), the sum of $1,203,720.00 (the
        “Payment”), consisting of:

      (a)  $967,648.00
        for all outstanding rent, expenses, late charges due and owing from Wherify
        to
        Westport through October 9, 2006 under the terms of that certain Lease Agreement
        dated September 3, 1999 between Westport Joint Venture, as lessor, and World
        Tracking Technologies, Inc., as lessee, as amended by Commencement Letter
        dated
        December 8, 1999, Letter Agreement regarding Extension of Maturity Date for
        October 1, 1999 Promissory Note dated October 16, 2000, Letter Agreement
        regarding Tenant Name Change dated June 12, 2001, Amendment No. 1 to Lease
        dated
        June 27, 2005, and Amendment No. 2 to Lease dated August 16, 2005 (collectively,
        the ‘Tease”);

      (b)  $226,072.00
        to replenish the Security Deposit as required by the Lease; and

      (c)  $10,000.00
        to
        reimburse Westport for a portion of the attorneys’ fees incurred by Westport in
        connection with this Action.

      3.  The
        parties agree that $658,693.00 in base rent, estimated operating expenses,
        and
        estimated taxes (collectively, the “Rent”) and $226,072.00 in security deposit
        is due and owing from Wherify to Westport through August 31, 2006. The parties
        further agree that the following 25 amounts will accrue from September 1,
        2006
        to October 9, 2006: (a) Rent will accrue on 27 September 1, 2006 in the amount
        of $123,784.87; (b) a late fee on the Rent for September 1, 2006 will accrue
        on
        September 6, 2006 in the amount of $12,378.99; (c) Rent will accrue on October
        1, 2006 in the amount of $123,784.87; (d) a late fee on the Rent due October
        1,
        2006 will accrue on October 6, 2006 in the amount of $12,378.99 and (e) Rent
        will accrue from October 1, 2006 through October 9, 2006 in the amount of
        $4,069.64 per day (totalling $36,627 for the period from October 1 through
        October 9, 2006). Thus, as of October 9, 2046, a total of $1,203,720.00 will
        be
        due and owing from Wherify to Westport.

       

      
        
           

        

        
          STIPULATED
            JUDGEMENT AND ORDER THEREON

          
            

          

        

        
           

        

      

       

      4.  If
        Wherify timely tenders payment to Westport as specified in Paragraph 2 above,
        the Lease shall be deemed reinstated, Westport promptly will file a request
        for
        dismiss of the Action with prejudice, and
        Westport promptly will return to Wherify this original Stipulated Judgment
        and
        Confession of Judgment.

      5.  If
        Wherify fails to timely tender the payment as specified in Paragraph 2 above,
        Westport may immediately file with the Court (a) this Stipulated Judgment
        and
        [Proposed) Order thereon; (b) the attached confession of judgment setting
        forth
        the nature of Wherify’s failure to comply with the term and obligations under
        the Lease; and (c) the Court shall enter the Order on this Stipulated Judgment
        providing for:

      (i)  a
        judgment of possession of the Premises in favor of Westport;

      (ii)  the
        immediate issuance of a writ of possession directing the Sheriff 17 or Marshall
        of San Matoo County to take all steps necessary to remove Defendants and
        any
        other 1$ persons in possession of the Premises and restore possession to
        Westport; and

      (iii)  a
        judgment against Wherify and in favor of Westport (1) in the amount of
        $967,648.00, for all outstanding rent,
        expenses, late charges due and owing from Wherify to Westport through October
        9,
        2006, (ii) rent accruing at the rate of $4,069.64 per day, for each day
        Defendants, and each of them, continue in possession of the Premises, commencing
        on October 10, 2006 through the date that Defendants vacate the Promise,
        and
        (iii) in the amount of $10,000 for attorney’s fees and costs incurred by
        Westport in connection with the Action.

      / / /

      / / /

      / / /

      


      
        
           

        

        
          STIPULATED
            JUDGEMENT

          
            

          

        

        
           

        

      

       

       

      
        	 Dated: August 23, 2006	 MAYER, BROWN, ROWE & MAW
                LLP
	 	 
	 	 By: /s/
                David C. Bolstad
	 	
                 David
                  C. Bolstad

              
	 	 Attorneys for Plaintiff
	 	 WESTPORT OFFICE PARK, LLC
	 	 


      

       

       

      
        	 Dated: August 23, 2006 	 REED SMITH LLP
	 	 
	 	 By: /s/
                Theodore K. Klaassen
	 	
                 Theodore
                  K. Klaassen

              
	 	 Attorneys for Defendant
	 	 WHERIFY
                WIRELESS, INC.
	 	 


      

       

      
        
          
          

        

        
          STIPULATED
            JUDGEMENT

          
            

          

        

        
           

        

         

      

      [PROPOSED]
        ORDER ON STIPULATED JUDGMENT

       

      JUDGMENT
        IS HEREBY ENTERED, in favor of Westport Office Park, LLC (“Westport” or
“Plaintiff’), and against defendant Wherify Wireless, Inc. (‘‘Wherify’’), as
        follows:

      (a) The
        Court
        hereby awards to Westport possession of the premises located at 2.000 Bridge
        Parkway, Suite 201, Redwood City, California, consisting of approximately
        25,690
        square feet on the second floor of the building (the “Premises”);

      (b) The
        Court
        hereby issues a writ of possession directing the Sheriff or Marshall of San
        Mateo County to take all steps necessary to remove Defendants and any other
        persons in possession of the Premises and restore possession to Westport.;
        and

      (c) The
        Court
        hereby enters a money damages judgment in favor of Westport (i) in the amount
        of
        $967,648.00 for all outstanding rent, expenses, late charges due and owing
        from
        Wherify to Westport through October 9, 2006, (ii) Rent accruing at the rate
        of
        $4,069.64 per day, for each day Defendants, and each of them, continue in
        possession of the Premises, commencing from October 10, 2006 through the
        date
        that Defendants vacate the Premises, and (iii) in the amount of S10,000 for
        attorney’s fees and costs incurred by Westport in connection with the
        Action.

      IT
        IS SO
        ORDERED.

       

      Dated:
        Jan
        12, 2007 

      By:
        George
        A. Miram

      Judge
        of
        the Superior Court

       

      
        
          -4-

        

        
          STIPULATED
            JUDGEMENT

          
            

          

        

        
           

        

      


      CONFESSION
        OF JUDGMENT

       

      I,
        MARK
        GITTER, am employed by Wherify Wireless, Inc., a California corporation
        (“Wherify” or the ‘Defendant”), in the capacity of Chief Financial Officer. I am
        an authorized representative and signatory of Wherify and am authorized to
        execute this Confession of Judgment on its behalf I have personal knowledge
        of
        the facts set forth below and, if called upon as a witness, could and would
        testify competently thereto. This Confession of Judgment is for possession
        of
        the Property and money damages and arises out of the following
        facts:

      1. Wherify
        leases the property located at 2000 Bridge Parkway, Suite 201, Redwood City,
        California, consisting of approximately 25,690 square feet on the second
        floor
        of the building (the “Premises”), from Westport pursuant to that certain Lease
        Agreement dated September 3, 1999 between Westport Joint Venture, as lessor,
        and
        World Tracking Technologies, Inc., as lessee, as amended by Commencement
        Letter
        dated December 8, 1999, Letter Agreement regarding Extension of Maturity
        Date
        for October 1, 1999 Promissory Note dated October 16, 2000, Letter Agreement
        regarding Tenant Name Change dated June 12, 2001, Amendment No. 1 to Lease
        dated
        June 27, 2005, and Amendment No. 2 to Lease dated August 16, 2005 (collectively,
        the “Lease”).

      2. On
        August
        7, 2006, Plaintiff Westport Office Park, LLC, a California Limited Liability
        Company (“Westport”), filed its Unlawful Detainer action in the Superior Court
        of California, San Mateo County (the “Action”) against Wherify to recover
        possession of the Premises together with past due rent, attorney’s foes and
        costs.

      3. The
        parties have entered into a stipulation and agreement to resolve their disputes,
        pursuant to which, on or before Monday, October 9, 2006, Wherify shall pay
        to
        Westport (by certified check or federal funds wire transfer to Harvest
        Properties, Inc. as agent for PREI’s Westport Office Park, c/o Bank One,
        Chicago, Illinois, Account No.: 699281689, ABA Routing No.: 071O0O0I3), the
        sum
        of $1,203,720.00 (the “Payment”) consisting of:

      (a) $967,648.00
        for all outstanding rent, expenses, late charges due and owing from Wherify
        to
        Westport through October 9, 2006 under the terms of the Lease;

      (b) $226,072.00
        to replenish the Security Deposit as required by the Lease; and

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (c) $10,000
        to reimburse Westport for a portion of the attorneys’ fees incurred by Westport
        in connection with this Action

      4. in
        the
        event Wherify defaults on any of the obligations set forth in paragraph 3
        above,
        or on any other term, condition or obligation tinder the Lease, Wherify consents
        to the entry of the Stipulated Judgment and [Proposed] Stipulated Order filed
        concurrently herewith. Whetify agrees that the Court shall:

      (a) enter
        judgment of possession of the Premises in favor of Westport;

      (b) immediately
        issue a writ of possession directing the Sheriff or Marshall of an Mateo
        County
        to take all steps necessary to remove Defendants and any other persons in
        possession of the Premises and restore possession to Westport; and

      (c) eater
        money damages judgment in favor of Westport (i) in the amount of $967,648,00
        for
        all outstanding rent, expenses, late charges due and owing from Wherify to
        Westport through October 9, 2006, (it) rent accruing at the rate of $4,069.64
        per day, for each day Defendants, and each of them, continuo in possession
        of
        the Premises, commencing from October 10, 2006 through the date that Defendants
        vacate the Premise, and (iii) in the amount of $ 10,000 for attorney’s fees and
        costs incurred by Westport in connection with the Action.

      5. On
        behalf
        of Wherify, I acknowledge that the amounts alleged in the Stipulated Judgment
        are due and payable, and as to those amounts accruing between August 1 and
        October 1, 2006, will be due and payable as specified herein.

      6. Wherify
        will not object to the entry of, or challenge in any way the terms of the
        Stipulated Judgment and Order Thereon, and will not appeal from entry of
        the
        Order on the Stipulated Judgment.

       

      
        
          -2-

        

        
          STIPULATED
            JUDGEMENT

          
            

          

        

        
           

        

      


      I
        declare
        under penalty of perjury under the laws of the State of California and the
        United States of America that the foregoing is true-and correct. 

      Executed
        on August 22, 2006, in Alameda County, California.

       

      WHERIFY
        WIRELESS, INC. 

       

      By:
        /s/
        Mark Gitter

      Mark
        Gitter

      Its:
        Chief Financial Officer

      


      
        
           

        

        
          STIPULATED
            JUDGEMENT

          
            

          

        

        
           

        

         

      

      PROOF
        OF SERVICE

       

      I,
        Janice
        Augstgen, declare:

       

      I
        am
        employed in State of California. I am over the age of eighteen years and
        not a
        party to the within-entitled action. My business address is 350 South Grand
        Avenue, 25th Floor, Los Angeles, California 90071-1503. On January
        5, 2007,
        I
        served a copy of the within document(s):

       

      STIPULATION
        AND AGREEMENT BETWEEN WESTPOINT OFFICE PARK, LLC AND WHERIFY WIRELESS,
        INC.

       

      
        	 o	
                by
                  transmitting via facsimile the document(s) listed above to the
                  fax
                  number(s) set forth below on this date before  

              
	
                 x

              	
                by
                  placing the document(s) listed above in a sealed envelope with
                  postage
                  thereon fully prepaid, in the United States mail at Los Angeles,
                  California addressed as set forth below.

              
	 o	
                by
                  placing the document(s) listed above in a sealed UPS envelope and
                  affixing
                  a pre-paid air bill, and by causing the envelope to be delivered
                  to a UPS
                  agent for delivery. 

              


      

       

      Michael
        McCade, Esq.

      Reed
        Smith LLP

      Two
        Embarcadero Center, Suite 2000

      San
        Francisco, CA 94111

       

      I
        am
        readily familiar with the firm’s practice of collection and processing
        correspondence for mailing. Under that practice it would be deposited with
        the
        U.S. Postal Service on that same day with postage thereon fully prepaid in
        the
        ordinary course of business. I am aware that on motion of the party served,
        service is presumed invalid of postal cancellation date or postage meter
        is more
        that one day date of deposit for mailing in affidavit.

      I
        declare
        under penalty of perjury under the laws of the State of California that the
        above is true and correct. 

       

      Executed
        on October
        4, 2007,
        at San
        Francisco, California.

       

      /s/
        Janice Austgen

      Janice
        Austgen