Wherify
          Wireless, Inc.

        901
          Mariners Island Blvd, Suite 300

        San
          Mateo,
          CA 94404-1592

        Tel
          650.524.3000

        Fax
          650.524.3099

        www.wherifywireless.com

      

    

    


    June
      6,
      2007

    


     

    Dear
      Vince,

     

    The
      Board
      of Directors would like to offer you the Chief Executive Officer position of
      Wherify Wireless, Inc (the “Company”). The CEO employment terms are as follows:


     

    	·  	
            CEO
              role and responsibilities reporting to the Board (the
              “Executive”);

          


     

    	·  	
            Contract
              term of four (4) years. Company must provide Executive 90 day written
              notice if Company plans to not renew the
              contract;

          


     

    	·  	
            Salary
              is $200,000 per year;

          


     

    	·  	
            Option
              Package - 4,000,000. Options vest over 4 years, 1/48th
              per month. Stock options will be priced at the closing stock price
              on the
              date of the grant which is June 6, 2007;

          


     

    	·  	
            Company
              will provide Executive $2,000 per month for living expenses starting
              July
              1, 2007;

          


     

    	·  	
            Executive
              will be entitled to all Company benefits including medical, dental,
              401K
              plan, etc;

          


     

    	·  	
            Executive
              has the option to earn 100% of salary as a bonus annually. Company
              and
              Executive will identify 6-8 key milestones for the bonus. These milestones
              will be agreed to between Company and Executive and documented within
              30
              days of employment. The Company has full discretion to pay up to 50%
              of
              any bonus in registered stock;

          


     

    	·  	
            Executive’s
              compensation will be reviewed and adjusted annually based on
              performance;

          


     

    	·  	
            If
              termination for no cause or good reason, Executive has 1 year severance
              payable in either (i) a lump sum with no continued benefits or stock
              vesting or (ii) a 12 month payout of annual salary, benefits, and
              continued vesting of stock options. All vested options must be exercised
              within 90 days after termination or
              resignation;

          


     

    	·  	
            If
              termination for cause, no severance, no benefits, no continued stock
              option vesting;

          


     

    	·  	
            Upon
              change of control, all stock options immediately
              vest;

          


     

    	·  	
            One
              (1) seat on the Board.

          


     

    The
      target Executive start date is June 4th,
      2007.

     

    
      
         

      

      
        
          Strictly
            Confidential                                        
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    The
      Company and Executive agree that upon execution of signatures below, these
      terms
      are legally binding by both parties. In addition, the Company will formally
      document the legal agreement within the next 5 to 7 business days.

     

    I
      hereby
      agree to the above terms and accept the position as CEO of Wherify Wireless,
      Inc.

     

    


     

    
      	 	 	 	 	 
	 	Vince Sheeran, Executive	 	Date	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	Doug Hajjar, Board Member	 	Date	 
	 	 	 	 	 
	 	 	 	 	 
	 	Wade Fenn, Board Member,	 	Date	 
	 	Chairman Compensation Committee	 	 	 


    

     

     

    
      
         

      

      
        
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            Confidential                                        
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