***NOTE:
        CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN MARKED TO INDICATE THAT CONFIDENTIAL
        INFORMATION HAS BEEN OMITTED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR
        THIS
        CONFIDENTIAL INFORMATION. THE CONFIDENTIAL PORTIONS HAVE BEEN PROVIDED
        SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION.**
 
 **SEPARATION
        AGREEMENT AND MUTUAL RELEASE**
 
 This
        six-page SEPARATION AGREEMENT AND MUTUAL RELEASE (hereinafter referred to
        as the
“Agreement” and/or “Separation Agreement and Mutual Release”) is made and
        entered into by and between William Scigliano (hereinafter referred to as
        "Mr.
        SCIGLIANO") and Wherify Wireless, Inc. (hereinafter referred to as "WHERIFY").
        (Mr. SCIGLIANO and WHERIFY are hereinafter collectively referred to as the
        “Parties.”)
 
 **RECITALS**
 
 A.
        Mr.
        SCIGLIANO, who is employed by WHERIFY as its President of Government Services
        and is also a member of WHERIFY’s Board of Directors, is resigning.
 
 B.
        In
        order to smooth Mr. SCIGLIANO’s transition and in order to provide closure for
        the Parties, WHERIFY desires to provide Mr. SCIGLIANO with certain benefits,
        and
        Mr. SCIGLIANO desires to accept such benefits, all on the terms and conditions
        set forth below.
 
 NOW,
        THEREFORE, in consideration of the premises and promises herein contained,
        the
        adequacy and receipt of which are hereby acknowledged by both Parties, the
        Parties agree as follows:
 
 **AGREEMENTS**
 
 **1.** **Resignation** .
        Mr.
        SCIGLIANO hereby resigns his employment and his position on the Board of
        Directors as of the “Effective Date”. Thus, at that time, he shall cease to hold
        any office or title at WHERIFY.
 
 **2.** **Monetary
        Separation Benefits From WHERIFY** **:** In
        consideration for Mr. SCIGLIANO’s signing and complying with this Agreement,
        WHERIFY shall:
 
 (a)  Provide
        to Mr. SCIGLIANO, in a lump sum and within two (2) days of the “Effective Date”
of this Agreement, as such term is hereinafter defined in Section 15 below,
        severance pay in the gross amount of One Hundred Thirty Thousand Dollars
        ($130,000), subject to regular payroll deductions and withholding.
 
 (b)  Issue
        to
        Mr. SCIGLIANO, within two (2) days of the Effective Date of this Agreement,
        shares of WHERIFY’s S8 stock worth One Hundred Forty-Five Thousand Dollars
        ($145,000) as determined by the market price of the stock at the time of
        Mr.
        SCIGLIANO’s execution of this Agreement, which shares shall, after the statutory
        90-day restriction on trading such stock due to his insider status, be subject
        to a three-month “lock-up,” pursuant to which lock-up Mr. SCIGLIANO shall have
        the right to sell up to one-third of the shares in each month of the three-month
        lock-up; provided, however, that he shall sell only One Hundred Forty-Five
        Thousand Dollars ($145,000) worth of these shares (as determined by the price
        received for the shares upon their sale by Mr. SCIGLIANO) during the lock-up
        period and shall return any remaining shares to WHERIFY without charge; and
        provided, however, that if Mr. SCIGLIANO sells all of the aforementioned
        shares
        for less than One Hundred Forty-Five Thousand Dollars ($145,000) (as determined
        by the price received for the shares upon their sale by Mr. SCIGLIANO) during
        the lock-up period, WHERIFY shall issue such additional shares of its S8
        stock
        as necessary to make up the difference between what Mr. SCIGLIANO sold the
        shares for and One Hundred Forty-Five Thousand Dollars ($145,000), the amount
        of
        any such additional shares to be determined by the market price of the stock
        at
        the time of the expiration of the three-month lock-up and not to be adjusted
        due
        to fluctuations in the market price of the stock at any time after the
        expiration of the three-month lock up. The Parties agree that, except as
        provided above in this Section 2(b), there shall be no obligation on the
        part of
        WHERIFY or Mr. SCIGLIANO to make adjustments or provide accommodations in
        regard
        to the shares to be granted to him pursuant to this Section 2(b).
 
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            1 of 6
 (c)
        Provide a bonus to Mr. SCIGLIANO should he assist WHERIFY after the Effective
        Date of this Agreement in connection with WHERIFY’s efforts to do business with
        *[ **CONFIDENTIAL** ]*;
        provided, however, that the bonus shall be provided only if any such assistance
        is requested and approved by WHERIFY’s Chief Executive Officer and only if
        *[ **CONFIDENTIAL** ]*
        enter
        into an announced business relationship with WHERIFY within six months of
        the
        Effective Date of this Agreement, and also provided that any such bonus shall
        be
        in the form of shares of WHERIFY S8 stock, without any lock-up, and in an
        amount
        to be determined in the sole discretion of WHERIFY but in no event in an
        amount
        worth more than Fifty Thousand Dollars ($50,000) as determined by the market
        price of the stock at the time of any such bonus.
 
 Mr.
        SCIGLIANO acknowledges that it is his intent and understanding that he is
        entitled to no severance or separation benefits other than as expressly provided
        for in this Agreement, and he acknowledges that he has received payment in
        full
        for all compensation earned by him during his employment with WHERIFY.
 
 **3.** **Taxes** **:** Mr.
        SCIGLIANO acknowledges and agrees that WHERIFY has made no representations
        to
        him regarding the tax consequences of any amounts or benefits received by
        him
        pursuant to this Agreement. Mr. SCIGLIANO also acknowledges that he is solely
        responsible for payment of all taxes, state, federal and/or local, if any,
        for
        which he may be liable on the amounts or benefits he receives pursuant to
        this
        Agreement. He also agrees to indemnify and hold harmless WHERIFY, and all
        of its
        employees, principals and agents, from and against any and all loss, cost,
        damage, or expense, including, but not limited to, attorney’s fees incurred by
        any of them, arising out of his failure to pay the taxes, if any, for which
        he
        is liable.
 
 **4.** **Mutual
        Release Of Claims** **:**
 
 (a)
        As a
        material inducement to Mr. SCIGLIANO to enter into this Agreement, WHERIFY
        (on
        behalf of itself, its successors, and assigns) hereby releases and forever
        discharges Mr. SCIGLIANO and his heirs, assigns, representatives, attorneys,
        insurers, and all persons or entities acting by, through, under or in concert
        with any of them, of and from any and all liabilities, claims, obligations,
        promises, agreements, demands, damages, actions, charges, complaints, costs,
        losses, debts and expenses (including attorney’s fees and costs actually
        incurred), and causes of action of every kind, known or unknown, disclosed
        or
        undisclosed, matured or unmatured, which WHERIFY may have now or in the future
        arising from any act or omission or condition arising prior to its signing
        this
        Agreement, including, but not limited to, all claims under state, federal,
        or
        common law, whether based in contract, tort, statute or otherwise, and
        including, but not limited to, claims in any way related to Mr. SCIGLIANO's
        employment by WHERIFY or the termination of such employment; provided, however,
        that this Separation Agreement and Mutual Release does not release any claims
        that cannot lawfully be released by this Agreement, and does not impact any
        right that it may have pursuant to any WHERIFY benefit plan, including any
        stock
        option plan.
 
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            2 of 6
 (b)
        As a
        material inducement to WHERIFY to enter into this Agreement, Mr. SCIGLIANO
        (on
        behalf of himself, his heirs, and assigns) hereby releases and forever
        discharges WHERIFY and its former, current, and future owners, officers,
        directors, trustees, employees, agents, assigns, representatives, attorneys,
        insurers, and all persons or entities acting by, through, under or in concert
        with any of them (collectively “Releasees”), of and from any and all
        liabilities, claims, obligations, promises, agreements, demands, damages,
        actions, charges, complaints, costs, losses, debts and expenses (including
        attorney’s fees and costs actually incurred), and causes of action of every
        kind, known or unknown, disclosed or undisclosed, matured or unmatured, which
        Mr. SCIGLIANO may have now or in the future arising from any act or omission
        or
        condition arising prior to him signing this Agreement, including, but not
        limited to, all claims under state, federal, or common law, whether based
        in
        contract, tort, statute or otherwise, and including, but not limited to,
        claims
        of discrimination and claims in any way related to Mr. SCIGLIANO's employment
        by
        WHERIFY or the termination of such employment. Notwithstanding the foregoing,
        this Separation Agreement and Mutual Release does not release any claims
        that
        cannot lawfully be released by this Agreement, and does not impact any vested
        right that Mr. SCIGLIANO may have pursuant to any WHERIFY benefit plan; this
        Separation Agreement and mutual Release does not impact any future shareholder
        rights that would be in force should Mr. SCIGLIANO exercise his stock options,
        for example, and this Separation Agreement and Mutual Release does not release
        WHERIFY of its obligation to fully indemnify and defend Mr. SCIGLIANO against
        any future claims or lawsuits in which he is named as a result of his actions
        on
        behalf of WHERIFY in the course and scope of his responsibilities while employed
        by WHERIFY or acting as a director of WHERIFY.
 
 (c)
        All
        items hereby released are hereinafter collectively referred to as the
“Claims.”
 
 **5.** **Express
        Release Of Claims For Age Discrimination** **:** Without
        limiting the scope of Section 4, Mr. SCIGLIANO specifically acknowledges
        that
        this Separation Agreement and Mutual Release includes, without limitation,
        any
        and all Claims he may have under the federal Age Discrimination in Employment
        Act, which prohibits discrimination against employees because of their
        age.
 
 **6.** **Covenant
        Not To Pursue Complaints** **:** Mr.
        SCIGLIANO represents that he has not filed any complaints, charges, claims,
        or
        actions against any Releasees with any state, federal, or local agency or
        court
        or any other forum.
 
 **7.** **Waiver
        Of Unknown Claims** **:** The
        Parties understand and agree that the released Claims include not only Claims
        presently known to the Parties but also include all unknown or unanticipated
        Claims. The Parties knowingly and voluntarily waive any and all rights or
        benefits that they may now have, or in the future may have, under the terms
        of
        Section 1542 of the California Civil Code, which provides as
        follows:
 
 **A
        general release does not extend to claims which the**
 **creditor
        does not know or suspect to exist in his or her favor**
 **at
        the time of executing the release, which if known by him
        or**
 **her
        must have materially affected his or her settlement with**
 **the
        debtor.**
 
 **8.** **Confidential/Proprietary
        Information** **:** As
        of the
        Effective Date, Mr. SCIGLIANO shall have returned to WHERIFY all keys,
        computers, and credit cards belonging to WHERIFY and any other property
        belonging to WHERIFY, **including
        intellectual property and other proprietary information** .
        Such
        property includes, but is not limited to, **all
        computer files** ,
        documents, letters, notes, programs, software, media, photographs, lists,
        manuals, records, notebooks, and similar repositories containing “Confidential
        Information,” including all copies thereof, whether prepared by Mr. SCIGLIANO or
        others. Mr. SCIGLIANO agrees not, directly or indirectly, to use, disseminate,
        disclose, lecture upon, or publish articles concerning any Confidential
        Information, unless specifically authorized in writing by the Board of Directors
        of WHERIFY. The term “Confidential Information” means all of the valuable,
        confidential, and proprietary financial, technical, economic, and/or other
        types
        of proprietary information relating to WHERIFY in whatever form, whether
        oral,
        written, or electronic, to which Mr. SCIGLIANO has, or is given (or has had
        or
        been given), access as a result of his work for WHERIFY. Such Confidential
        Information includes, without limitation, non-public information regarding
        WHERIFY's plans, programs, systems, software, accounting, financial affairs,
        personnel, and operations, and specifically includes WHERIFY’s customers’
contact and financial information. This restriction shall not apply to any
        Confidential Information that (a) becomes known generally to the public through
        no fault of Mr. SCIGLIANO;
 
 Page
            3 of 6
 (b)
        is
        required by applicable law, legal process, or any order or mandate of a court
        or
        other governmental authority to be disclosed; or (c) is reasonably believed
        by
        Mr. SCIGLIANO, based upon the advice of legal counsel, to be required to
        be
        disclosed in defense of a lawsuit or other legal or administrative action
        brought against Mr. SCIGLIANO; provided, that in the case of clauses (b)
        or (c)
        above, Mr. SCIGLIANO shall give the Board of Directors of WHERIFY reasonable
        advance written notice of the Confidential Information intended to be disclosed
        and the reasons and circumstances surrounding such disclosure, in order to
        permit WHERIFY to seek a protective order or other appropriate request for
        confidential treatment of the applicable Confidential Information. Mr. SCIGLIANO
        acknowledges that he remains bound by any proprietary and/or confidential
        information agreement signed by him in conjunction with his employment by
        WHERIFY except to the extent, if any, that such agreement conflicts herewith,
        in
        which case this Agreement shall control.
 
 **9.** **Non-Disparagement** **:** Mr.
        SCIGLIANO agrees that he will not disparage WHERIFY or any of the other
        Releasees; WHERIFY agrees that its executive officers and members of its
        Board
        of Directors will not disparage Mr. SCIGLIANO.
 
 **10.** **No
        Future Employment** **:** Mr.
        SCIGLIANO hereby waives any right he may have to reinstatement or future
        employment by WHERIFY, and Mr. SCIGLIANO agrees not to seek such employment
        and
        not to perform any work for WHERIFY unless such restrictions are cancelled
        or
        modified by mutual consent.
 
 **11.** **Indemnification
        And Forfeiture In The Event Of Breach** **:** Each
        of
        the Parties hereto agrees to indemnify and hold the other harmless from and
        against any and all loss, cost, damage or expense, including but not limited
        to
        attorney’s fees incurred by the other, arising out of any breach of this
        Agreement or false representation herein by the indemnifying Party.
 
 **12.** **No
        Admission Of Liability** **:** Mr.
        SCIGLIANO acknowledges and agrees in good faith that this Agreement shall
        never
        at any time or for any purpose be considered as an admission of liability
        or
        responsibility on the part of the Releasees.
 
 **13.** **No
        Reliance On Other Representations** **:** Mr.
        SCIGLIANO represents and acknowledges that in executing this Agreement, he
        does
        not rely and has not relied upon any representation or statements made by
        any of
        the Releasees with regard to the subject matter, basis, or effect of this
        Agreement or otherwise beyond those expressly contained herein. Mr. SCIGLIANO
        represents that he has carefully read and fully understands all provisions
        of
        this Agreement, and that he is voluntarily entering into this Agreement after
        adequate time to consider its terms.
 
 **14.** **Consideration
        Period** **:** Having
        been presented to Mr. SCIGLIANO on or before June 20, 2007, this Agreement
        must
        be signed and dated by him and returned in its entirety to, and actually
        received by, Daniel McKelvey of WHERIFY’s Board of Directors on or before July
        11, 2007, if it is to have any effect. Mr. SCIGLIANO acknowledges that he
        has
        been afforded at least twenty-one (21) days to consider this Separation
        Agreement and Mutual Release, its benefits, and its consequences. He understands
        that he has the option of signing this Agreement at any time before the end
        of
        the consideration period, but that any election to do so is completely within
        his discretion. Mr. SCIGLIANO further acknowledges that he has been advised
        that
        he may seek the advice of an attorney before signing this Separation Agreement
        and Mutual Release, and that he has had a full and adequate opportunity to
        do
        so.
 
 Page
            4 of 6
 **15.** **Revocation
        Period** **:** It
        is
        understood and agreed by Mr. SCIGLIANO that he will have seven (7) days after
        signing this Separation Agreement and Mutual Release to revoke it by written
        notice delivered to Daniel McKelvey of WHERIFY’s Board of Directors. Thus, the
        Agreement will not become effective and enforceable unless and until this
        revocation period has expired without revocation occurring. The "Effective
        Date"
        of this Agreement, as that term is used in this Agreement, shall be the date
        on
        which this revocation period expires but only if written notice of revocation
        is
        not delivered on or before that date.
 
 **16.** **Miscellaneous** **:** In
        further consideration of this Agreement, Mr. SCIGLIANO and WHERIFY agree
        as
        follows:
 
 **(a)** The
        terms
        mentioned in the preceding paragraphs of this Agreement are the entire and
        only
        consideration for it, and each of the Parties shall be responsible for payment
        of his or its own attorney’s fees, costs, and legal expenses, if
        any;
 
 **(b)** The
        language of all parts of this Agreement shall in all cases be construed as
        a
        whole, according to its fair meaning, and not strictly for or against any
        of the
        Parties;
 
 **(c)** This
        Agreement is entered into in the State of California and shall be construed
        and
        interpreted in accordance with its law;
 
 **(d)** The
        various provisions of this Agreement are severable and if any is unenforceable,
        at law or in equity, that provision may be severed, leaving the others remaining
        in full force and effect;
 
 **(e)** Headings
        contained in this Agreement are for convenience only and shall not be considered
        for any purpose in construing the Agreement;
 
 **(f)** This
        Agreement may only be modified by a written agreement identified as an
        amendment/modification to this Agreement and signed by the Parties hereto;
        and
 
 **(g)** This
        Agreement contains the entire agreement between the Parties to it with regard
        to
        the matters set forth in it and shall be binding upon and inure to the benefit
        of the executors, administrators, personal representatives, heirs, successors
        and assigns of each. This Agreement fully supersedes any and all negotiations,
        and all prior written, oral, or implied agreements or understandings between
        the
        Parties pertaining to the subject matters hereof.
 
 **[Remainder
        of page intentionally left blank.]**
   Page
            5 of 6
 **PLEASE
        READ CAREFULLY. THIS SEPARATION**
 **AGREEMENT
        AND MUTUAL RELEASE INCLUDES**
 **A
        RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.**
 
 
 DATED:
                  ___________________
              _________________________________William
                  SciglianoDATED:
                  ___________________
              WHERIFY
                  WIRELESS, INC.By:
                  ______________________________Name:Title:
 
  Page
            6 of 6