**REGISTRATION
      RIGHTS AGREEMENT**






This
      Registration Rights Agreement (this “ **Agreement** ”)
      is
      made and entered into as of July 31, 2007, by and among Wherify Wireless, Inc.
      (the “ **Company** ”),
      a
      Delaware corporation and each purchaser signatory hereto (each a “ **Purchaser** ”
and
      collectively, the “ **Purchasers** ”)
      of the
      Company’s Units and Laidlaw & Company (UK) Ltd., who received warrants (the
“ **Agent
      Warrants** ”)
      in
      connection with the Offering as defined herein below.






This
      Agreement is made pursuant to the Subscription Agreement by and between the
      Company and the Purchasers (the “**Subscription
      Agreement**”), submitted in accordance with and subject to the terms
      and conditions described in the Subscription Agreement and the Confidential
      Information Memorandum of the Company dated as of May 11, 2007, including all
      documents incorporated by reference therein and all attachments, schedules
      and
      exhibits thereto (the “**PPM**”), relating to the offering
      (the “**Offering**”) by the Company, on an “any or all”
basis of up to twenty five (25) units (each a “**Unit**,”
and, collectively, the
“**Units**”),
      at a price of $100,000
      per Unit for a total aggregate principal amount of $2,500,000. Each Unit
      consists of (i) one hundred (100) shares of Series B Preferred Stock and (ii)
      a
      warrant (the “**Investor Warrants**”), to purchase that
      number of Warrant Shares equal to 25% of the number of Conversion Shares
      issuable upon conversion of the Series B Preferred.






The
      Company and the Purchaser hereby agree as follows:




1.  Definitions .
      Capitalized terms used and not otherwise defined herein that are defined in
      the
      Subscription Agreement shall have the meanings given such terms in the
      Subscription Agreement. As used in this Agreement, the following terms shall
      have the following meanings:




“ **Business
      Day** ”
means
      any day except Saturday, Sunday and any day which shall be a federal legal
      holiday or a day on which banking institutions in the State of New York are
      authorized or required by law or other governmental action to
      close.




“ **Commission** ”
means
      the United States Securities and Exchange Commission.




“ **Common
      Stock** ”
      means the Company’s common stock par value $0.01 per share.




“**Conversion
      Shares**” means the shares of Common Stock issuable upon conversion
      of the Series B Preferred.




“ **Effectiveness
      Period** ”
shall
      have the meaning set forth in **Section 2(a)** .




“ **Exchange
      Act** ”
means
      the Securities Exchange Act of 1934, as amended.




“ **Closing
      Date** ”
shall
      mean the closing of the Offering.




“ **Holder** ”
      or “ **Holders** ”
      means the holder or holders, as the case may be, from time to time of
      Registrable Securities (including any permitted assignee).




“ **Indemnified
      Party** ”
      shall have the meaning set forth in **Section 5(c)** .




“ **Indemnifying
      Party** ”
      shall have the meaning set forth in **Section 5(c)** .




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“ **Losses** ”
      shall have the meaning set forth in **Section 5(a)** .




“ **Series
      B Preferred** ”
      means the Series B Convertible Preferred Stock of the Company with a per share
      stated value of $1,000 included in the Units sold in the Offering.




“ **Proceeding** ”
      means an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened.




“ **Prospectus** ”
      means the prospectus included in the Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A promulgated under the Securities Act), as amended or supplemented
      by any prospectus supplement, with respect to the terms of the offering of
      any
      portion of the Registrable Securities covered by the Registration Statement,
      and
      all other amendments and supplements to the Prospectus, including post-effective
      amendments, and all material incorporated by reference or deemed to be
      incorporated by reference in such Prospectus.




“ **Registrable
      Securities** ”
      means (i) the Underlying Shares, and (ii) any shares of Common Stock issued
      or
      issuable upon any stock split, dividend or other distribution, recapitalization,
      anti-dilution adjustment or similar event with respect to the foregoing or
      in
      connection with any provisions in the Series B Preferred and/or
      Warrants.




“ **Registration
      Statement** ”
      means the registration statement required to be filed hereunder (which, at
      the
      Company's option, may be an existing registration statement of the Company
      previously filed with the Commission, but not declared effective), including
      (in
      each case) the Prospectus, amendments and supplements to the registration
      statement or Prospectus, including pre- and post-effective amendments, all
      exhibits thereto, and all material incorporated by reference or deemed to be
      incorporated by reference in the registration statement.




“ **Rule
      144** ”
      means Rule 144 promulgated by the Commission pursuant to the Securities Act,
      as
      such Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.




“ **Rule 415** ”
      means Rule 415 promulgated by the Commission pursuant to the Securities
      Act, as such Rule may be amended from time to time, or any similar
      Rule or regulation hereafter adopted by the Commission having substantially
      the same effect as such Rule.




“ **Rule 424** ”
      means Rule 424 promulgated by the Commission pursuant to the Securities
      Act, as such Rule may be amended from time to time, or any similar
      Rule or regulation hereafter adopted by the Commission having substantially
      the same effect as such Rule.




“ **Securities
      Act** ”
      means the Securities Act of 1933, as amended.




**“** **Share
      Increase** **”** means
      an authorized increase of Common Stock of no less than 100 million additional
      shares of Common Stock.




“ **Trading
      Day** ”
means
      (i) a day on which the Common Stock is traded on a Trading Market, or
      (ii) if the Common Stock is not quoted on a Trading Market, a day on which
      the Common Stock is quoted in the over-the-counter market as reported by the
      National Quotation Bureau Incorporated (or any similar organization or agency
      succeeding to its functions of reporting price); provided, that in the event
      that the Common Stock is not listed or quoted as set forth in (i), and
      (ii) hereof, then Trading Day shall mean a Business Day;




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“ **Trading
      Market** ”
means
      the following markets or exchanges on which the Common Stock is listed or quoted
      for trading on the date in question: the American Stock Exchange, the New York
      Stock Exchange, the NASDAQ Global Market or the NASDAQ Capital Market, the
      OTC
      Bulletin Board or the Pink Sheets.




**“** **Underlying
      Shares** **”** means **** all
      (i) Conversion Shares, and (ii) Warrant Shares issued to the Holders, its
      successors and assigns, and Laidlaw & Company (UK) Ltd and its successors or
      assigns in each case as contemplated in the offering.




“**Warrant
      Shares**” means the shares of Common Stock issuable upon exercise of
      the Warrants.




“**Warrants**”
      means the Investor Warrants and the Agent Warrants.




2.  Registration.




(a)  Mandatory
      Registration. The
      Company shall, no later than fifteen (15) Business Days from the date of the
      Share Increase, file with the Commission a Registration Statement covering
      the
      resale of all of the Registrable Securities for an offering to be made on a
      continuous basis pursuant to Rule 415. The Registration Statement required
      hereunder shall be on Form S-1, Form SB-2 or Form S-3 (except if the Company
      is
      not then eligible to register for resale the Registrable Securities on Form
      S-1,
      Form SB-2 or Form S-3, in which case the Registration shall be on another
      appropriate form in accordance herewith). The Registration Statement required
      hereunder shall contain the Plan of Distribution in substantially the form
      attached hereto as **Annex
      A** (which
      may be modified to respond to comments, if any, received by the Commission).
      The
      Company shall use its best efforts to cause the Registration Statement to be
      declared effective under the Securities Act as promptly as possible after the
      filing thereof and shall use its best efforts to keep the Registration Statement
      continuously effective under the Securities Act until the date which is the
      earliest of (i) such time as all of the Registrable Securities covered by the
      Registration Statement have been sold pursuant to the Registration Statement
      or
      an exemption from the registration requirements of the Securities Act, or (ii)
      such time as all of the Registrable Securities covered by such Registration
      Statement can have all SEC restrictive legends removed may be sold by the
      Holders pursuant to Rule 144(k) and legal counsel acceptable to the Holders
      and
      the Company’s then transfer agent, providing such transfer agent and such
      Holders a legal opinion authorizing the removal of all Rule 144 restrictive
      legends and indicating all such Registrable Securities may be sold and/or
      transferred without restrictions and/or limitations (the “ **Effectiveness
      Period** ”).




(b)  Piggyback
      Registrations Rights .
      If, at any time during the Effectiveness Period, there is not an effective
      Registration Statement covering the Registrable Securities and the Company
      shall
      determine to prepare and file with the Commission a registration statement
      relating to an offering for its own account or the account of others under
      the
      Securities Act of any of its equity securities, other than on Form S-4 or Form
      S-8 (each as promulgated under the Securities Act) or any post-effective
      amendment to existing registration statements or their then equivalents relating
      to equity securities to be issued solely in connection with any acquisition
      of
      any entity or business or equity securities issuable in connection with stock
      option or other employee benefit plans, then the Company shall send to each
      Holder a written notice of such determination at least twenty (20) days prior
      to
      the filing of any such registration statement and shall automatically include
      in
      such registration statement all Registrable Securities; provided , however ,
      that (i) if, at any time after giving written notice of its intention to
      register any securities and prior to the effective date of the registration
      statement filed in connection with such registration, the Company determines
      for
      any reason not to proceed with such registration, the Company will be relieved
      of its obligation to register any Registrable Securities in connection with
      such
      registration, and (ii) in case of a determination by the Company to delay
      registration of its securities, the Company will be permitted to delay the
      registration of Registrable Securities for the same period as the delay in
      registering such other securities.




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(c)  Filing
      Default Damages, Etc. If a
      Registration Statement covering the resale of the Registrable Securities (i)
      is
      not declared effective by the Commission on or before December 31, 2007 (the
      “ **Required
      Effective Date** ”),
      and
      the failure to have such Registration Statement declared effective by the SEC
      was not the direct result (as evidenced in the Commission’s written comments) by
      GPS Associates, LLC (“ **GPS** ”)
      inclusion for resale of the shares of Common Stock issuable upon conversion
      of
      shares of Series A Convertible Preferred Stock of the Company owned by GPS
      in
      such Registration Statement, and/or (ii) is declared effective by the
      Commission, but the Holders of Registrable Securities cannot sell their
      respective Registrable Securities thereunder (each being a “ **Registration
      Failure** ”),
      then
      the Company in each such case shall pay to the Holders of Registrable
      Securities, for each thirty (30) day period (or proportionally for any shorter
      period) of each Registration Failure, an amount in cash, as partial liquidated
      damages and not as a penalty, equal to one (1%) percent of the aggregate gross
      proceeds paid
      by the Holders for the Units .
      All
      liquidation damages as a result of such Registration Failure shall be paid
      on
      the 31 st day
      following each initial Registration Failure and on each 30 th day
      thereafter until such Registration Failure is cured by the Company. If the
      Company fails to pay any required liquidated damages pursuant to this Section
      2(c) in full
      by each required payment date, the Company shall pay interest thereon at a
      rate
      of 14% per annum (or such lesser maximum amount that is permitted to be paid
      by
      applicable law) to the Holders, accruing daily from the date such partial
      liquidated damages are due until such amounts, plus all such accrued but unpaid
      interest thereon, are paid in full.




(d)  Selling
      Shareholder Questionnaire. Notwithstanding paragraphs (a), (b), and (c) above, the Company shall not be
      required to register any Registrable Securities or be liable for any damages
      to
      any particular Purchaser or successor who does not respond fully to the
      questionnaire as provided to each selling shareholder, including each supplement
      thereto necessary for the Company to comply with applicable legal requirements
      and reasonably respond to comments, if any, received by the
      Commission.





3.  Registration
      Procedures .
      In connection with the Company's registration obligations hereunder, the Company
      shall:




(a)  Not
      less than three (3) business days prior to the filing of the Registration
      Statement or any related Prospectus or any amendment or supplement thereto,
      the
      Company shall furnish to the Holder a draft of the Registration
      Statement.




(b)  (i)
      Use its best efforts to prepare and file with the Commission such amendments,
      including post-effective amendments, to the Registration Statement and the
      Prospectus used in connection therewith as may be necessary to keep the
      Registration Statement continuously effective as to the applicable Registrable
      Securities for the Effectiveness Period; (ii) cause the related Prospectus
      to be
      amended or supplemented by any required Prospectus supplement, and as so
      supplemented or amended to be filed pursuant to Rule 424; and (iii) respond
      to any comments received from the Commission with respect to the Registration
      Statement or any amendment thereto.




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(c)  Notify
      the Holders of Registrable Securities to be sold as promptly as reasonably
      possible: (i)(A) when a Prospectus or any Prospectus supplement or
      post-effective amendment to the Registration Statement is proposed to be filed;
      (B) when the Commission notifies the Company whether there will be a “review” of
      the Registration Statement and whenever the Commission comments in writing
      on
      the Registration Statement (the Company shall upon request provide true and
      complete copies thereof and all written responses thereto to each of the
      Holders, subject, if appropriate, to the execution of confidentiality agreements
      in form acceptable to the Company); and (C) when the Registration Statement
      or
      any post-effective amendment has become effective; (ii) of any request by the
      Commission or any other Federal or state governmental authority during the
      period of effectiveness of the Registration Statement for amendments or
      supplements to the Registration Statement or Prospectus or for additional
      information; (iii) of the issuance by the Commission or any other federal or
      state governmental authority of any stop order suspending the effectiveness
      of
      the Registration Statement covering any or all of the Registrable Securities
      or
      the initiation of any Proceedings for that purpose; (iv) of the receipt by
      the
      Company of any notification with respect to the suspension of the qualification
      or exemption from qualification of any of the Registrable Securities for sale
      in
      any jurisdiction, or the initiation or threatening of any Proceeding for such
      purpose; and (v) of the occurrence of any event or passage of time that makes
      the financial statements included in the Registration Statement ineligible
      for
      inclusion therein or any statement made in the Registration Statement or
      Prospectus or any document incorporated or deemed to be incorporated therein
      by
      reference untrue in any material respect or that requires any revisions to
      the
      Registration Statement, Prospectus or other documents so that, in the case
      of
      the Registration Statement or the Prospectus, as the case may be, it will not
      contain any untrue statement of a material fact or omit to state any material
      fact required to be stated therein or necessary to make the statements therein,
      in light of the circumstances under which they were made, not
      misleading.




(d)  Use
      its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal
      of (i) any order suspending the effectiveness of the Registration Statement,
      or
      (ii) any suspension of the qualification (or exemption from qualification)
      of
      any of the Registrable Securities for sale in any jurisdiction, at the earliest
      practicable moment.




(e)  Prior
      to any resale of Registrable Securities by a Holder, use its best efforts to
      register or qualify or cooperate with the selling Holders in connection with
      the
      registration or qualification (or exemption from the registration or
      qualification) of such Registrable Securities for the resale by the Holder
      under
      the securities or Blue Sky laws of such jurisdictions within the United States
      as any Holder reasonably requests in writing, to keep such registration or
      qualification (or exemption therefrom) effective during the Effectiveness Period
      and to do such other acts or things reasonably necessary to enable the
      disposition in such jurisdictions of the Registrable Securities covered by
      the
      Registration Statement; provided , however ,
      that the Company shall not be required to qualify generally to do business
      in
      any jurisdiction where it is not then so qualified, subject the Company to
      any
      material tax in any such jurisdiction where it is not then so subject or file
      a
      general consent to service of process in any such jurisdiction.




5




(f)  Upon
      the occurrence of any event contemplated by Section 3(c)(v) ,
      as promptly as reasonably possible, prepare a supplement or amendment, including
      a post-effective amendment, to the Registration Statement or a supplement to
      the
      related Prospectus or any document incorporated or deemed to be incorporated
      therein by reference, and file any other required document so that, as
      thereafter delivered, neither the Registration Statement nor such Prospectus
      will contain an untrue statement of a material fact or omit to state a material
      fact required to be stated therein or necessary to make the statements therein,
      in light of the circumstances under which they were made, not
      misleading.




(g)  Use
      its commercially reasonable efforts to comply with all applicable rules and
      regulations of the Commission relating to the registration of the Registrable
      Securities pursuant to the Registration Statement or otherwise.




(h)  The
      Company shall use its best efforts to either (a) cause all the Registrable
      Securities covered by a Registration Statement to be listed on each securities
      exchange on which securities of the same class or series issued by the Company
      are then listed, if any, if the listing of such Registrable Securities is then
      permitted under the rules of such exchange, or (b) either the Nasdaq Global
      Market or the Nasdaq Capital Market, or a stock exchange, or secure the
      inclusion for quotation on the OTC Bulletin Board for such Registrable
      Securities and, without limiting the generality of the foregoing, to arrange
      for
      at least two (2) market makers to register with the National Association of
      Securities Dealers, Inc. (“ **NASD** ”)
      as such with respect to such Registrable Securities, or, the “Pink Sheets.” The
      Company shall pay all fees and expenses in connection with satisfying its
      obligation under this Section 3(i) .




(i)The
      Company covenants that it shall file the reports required to be filed by it
      under the Securities Act and the Exchange Act and the rules and regulations
      adopted by the Commission thereunder so long as the Holder owns any Registrable
      Securities; provided , however ,
      the Company may delay any such filing but only pursuant to Rule 12b-25
      under the Exchange Act, and the Company shall take such further reasonable
      action as the Holder may reasonably request (including, without limitation,
      promptly obtaining any required legal opinions from Company counsel necessary
      to
      effect the sale of Registrable Securities under Rule 144 and paying the
      related fees and expenses of such counsel), all to the extent required from
      time
      to time to enable such Holder to sell Registrable Securities without
      registration under the Securities Act within the limitation of the exemptions
      provided by (a) Rule 144 under the Securities Act, as such
      Rule may be amended from time to time, or (b) any similar rule or
      regulation hereafter adopted by the Commission.




4.  Registration
      Expenses .
      All fees and expenses incident to the performance of or compliance with this
      Agreement by the Company shall be borne by the Company whether or not any
      Registrable Securities are sold pursuant to the Registration Statement, other
      than fees and expenses of counsel or any other advisor retained by the Holders
      and discounts and commissions with respect to the sale of any Registrable
      Securities by the Holders. The fees and expenses referred to in the foregoing
      sentence shall include, without limitation, (i) all registration and filing
      fees
      (including, without limitation, fees and expenses (A) with respect to filings
      required to be made with the Trading Market on which the Common Stock is then
      listed for trading, and (B) in compliance with applicable state securities
      or
      Blue Sky laws), (ii) printing expenses (including, without limitation, expenses
      of printing certificates for Registrable Securities and of printing prospectuses
      if the printing of prospectuses is reasonably requested by the holders of a
      majority of the Registrable Securities included in the Registration Statement),
      (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements
      of
      counsel for the Company, (v) Securities Act liability insurance, if the Company
      so desires such insurance, and (vi) fees and expenses of all other Persons
      retained by the Company in connection with the consummation of the transactions
      contemplated by this Agreement.




6




5.  Indemnification




(a)  Indemnification
      by the Company .
      The Company shall, notwithstanding any termination of this Agreement, indemnify
      and hold harmless the Holder, the officers, directors, agents and employees
      of
      it, each Person who controls the Holder (within the meaning of Section 15
      of the Securities Act or Section 20 of the Exchange Act) and the officers,
      directors, agents and employees of each such controlling Person, to the fullest
      extent permitted by applicable law, from and against any and all losses, claims,
      damages, liabilities, costs (including, without limitation, reasonable
      attorneys' fees) and expenses relating to an Indemnified Party’s actions to
      enforce the provisions of this **Section
      5** )
      (collectively, “ **Losses** ”),
      as incurred, to the extent arising out of or relating to any untrue or alleged
      untrue statement of a material fact contained in the Registration Statement,
      any
      Prospectus or any form of prospectus or in any amendment or supplement thereto
      or in any preliminary prospectus, or arising out of or relating to any omission
      or alleged omission of a material fact required to be stated therein or
      necessary to make the statements therein (in the case of any Prospectus or
      form
      of prospectus or supplement thereto, in light of the circumstances under which
      they were made) not misleading, except if (1) such untrue statements or
      omissions are based solely upon information regarding such Holder furnished
      (or
      in the case of an omission, not furnished) to the Company by or on behalf of
      such Holder for use therein, or to the extent that such information relates
      to
      such Holder or such Holder's proposed method of distribution of Registrable
      Securities and was reviewed and expressly approved in writing by such Holder
      expressly for use in the Registration Statement, such Prospectus or such form
      of
      Prospectus or in any amendment or supplement thereto (it being understood that
      the Holder has approved Annex A hereto for this purpose), (2) in the case of
      an
      occurrence of an event of the type specified in Section 3(c)(ii)-(v) ,
      the use by such Holder of an outdated or defective Prospectus after the Company
      has notified such Holder in writing that the Prospectus is outdated or defective
      or (3) the failure of the Holder to deliver a prospectus prior to the
      confirmation of a sale.




(b)  Indemnification
      by Holder .
      The Holder shall indemnify and hold harmless the Company, its directors,
      officers, agents and employees, each Person who controls the Company (within
      the
      meaning of Section 15 of the Securities Act and Section 20 of the
      Exchange Act), and the directors, officers, agents or employees of such
      controlling Persons, to the fullest extent permitted by applicable law, from
      and
      against all Losses, as incurred, to the extent arising out of or based upon:
      (x)
      the Holder's failure to comply with the prospectus delivery requirements of
      the
      Securities Act or (y) any untrue or alleged untrue statement of a material
      fact
      contained in any Registration Statement, any Prospectus, or any form of
      prospectus, or in any amendment or supplement thereto or in any preliminary
      prospectus, or arising out of or relating to any omission or alleged omission
      of
      a material fact required to be stated therein or necessary to make the
      statements therein not misleading (i) to the extent, but only to the extent,
      that such untrue statement or omission is contained in any information so
      furnished (or in the case of an omission, not furnished) in writing by or on
      behalf of such Holder to the Company specifically for inclusion in the
      Registration Statement or such Prospectus or (ii) to the extent that (1) such
      untrue statements or omissions are based solely upon information regarding
      such
      Holder furnished (or in the case of an omission, not furnished) in writing
      to
      the Company by or on behalf of such Holder expressly for use therein, or to
      the
      extent that such information relates to such Holder or such Holder's proposed
      method of distribution of Registrable Securities, such Prospectus or such form
      of Prospectus or in any amendment or supplement thereto, or (2) in the case
      of
      an occurrence of an event of the type specified in Section 3(c)(ii)-(v) ,
      the use by such Holder of an outdated or defective Prospectus after the Company
      has notified such Holder in writing that the Prospectus is outdated or defective
      and prior to the receipt by such Holder of the Advice contemplated in Section 6(d) ,
      or (3) the failure of the Holder to deliver a Prospectus prior to the
      confirmation of a sale. In no event shall the liability of any selling Holder
      hereunder be greater in amount than the dollar amount of the net proceeds
      received by the Holder from the offering in connection with such Registration
      Statement.




7




(c)  Conduct
      of Indemnification Proceedings .
      If any Proceeding shall be brought or asserted against any Person entitled
      to
      indemnity hereunder (an “ **Indemnified
      Party** ”),
      such Indemnified Party shall promptly notify the Person from whom indemnity
      is
      sought (the “ **Indemnifying
      Party** ”)
      in writing, and the Indemnifying Party shall have the right to assume the
      defense thereof, including the employment of counsel reasonably satisfactory
      to
      the Indemnified Party and the payment of all fees and expenses incurred in
      connection with defense thereof; provided ,
      that the failure of any Indemnified Party to give such notice shall not relieve
      the Indemnifying Party of its obligations or liabilities pursuant to this
      Agreement, except (and only) to the extent that such failure shall have
      materially prejudiced the Indemnifying Party.




An
      Indemnified Party shall have the right to employ separate counsel in any such
      Proceeding and to participate in the defense thereof, but the fees and expenses
      of such counsel shall be at the expense of such Indemnified Party or Parties
      unless: (1) the Indemnifying Party has agreed in writing to pay such fees and
      expenses; (2) the Indemnifying Party shall have failed promptly to assume the
      defense of such Proceeding and to employ competent counsel in any such
      Proceeding; or (3) the named parties to any such Proceeding (including any
      impleaded parties) include both such Indemnified Party and the Indemnifying
      Party, and such Indemnified Party shall have been advised by counsel that a
      conflict of interest is likely to exist if the same counsel were to represent
      such Indemnified Party and the Indemnifying Party (in which case, if such
      Indemnified Party notifies the Indemnifying Party in writing that it elects
      to
      employ separate counsel at the expense of the Indemnifying Party, the
      Indemnifying Party shall not have the right to assume the defense thereof and
      the reasonable fees and expenses of one separate counsel for all Indemnified
      Parties in any matters related on a factual basis shall be at the expense of
      the
      Indemnifying Party). The Indemnifying Party shall not be liable for any
      settlement of any such Proceeding affected without its written consent, which
      consent shall not be unreasonably withheld. No Indemnifying Party shall, without
      the prior written consent of the Indemnified Party, effect any settlement of
      any
      pending Proceeding in respect of which any Indemnified Party is a party, unless
      such settlement includes an unconditional release of such Indemnified Party
      from
      all liability on claims that are the subject matter of such
      Proceeding.




All
      reasonable fees and expenses of the Indemnified Party (including reasonable
      fees
      and expenses to the extent incurred in connection with investigating or
      preparing to defend such Proceeding in a manner not inconsistent with this
      Section) shall be paid to the Indemnified Party, as incurred, within ten (10)
      Trading Days of written notice thereof to the Indemnifying Party; provided ,
      that the Indemnified Party shall promptly reimburse the Indemnifying Party
      for
      that portion of such fees and expenses applicable to such actions for which
      such
      Indemnified Party is not entitled to indemnification hereunder, determined
      based
      upon the relative faults of the parties.




8




6.  Miscellaneous.




(a)  Compliance .
      The Holder covenants and agrees that it will comply with the prospectus delivery
      requirements of the Securities Act as applicable to it in connection with sales
      of Registrable Securities pursuant to the Registration Statement.




(b)  Amendments
      and Waivers .
      The provisions of this Agreement, including the provisions of this sentence,
      may
      not be amended, modified or supplemented, and waivers or consents to departures
      from the provisions hereof may not be given, unless the same shall be in writing
      and signed by the Company and the Holders.




(c)  Notices .
      Any and all notices or other communications or deliveries required or permitted
      to be provided hereunder shall be in writing and shall be deemed given and
      effective on the earliest of (i) the Trading Day following the date of mailing,
      if sent by nationally recognized overnight courier service, (ii)
      the
      third Trading Day following the date of mailing, if sent by first-class,
      registered or certified mail, postage prepaid, (iii) the Trading Day following
      transmission by electronic mail with receipt confirmed or
      acknowledged, or (iv) upon actual receipt by the party to whom such notice is required to
      be
      given. The address for such notices and communications shall be delivered and
      addressed as set forth in the Subscription Agreement.




(d)  Discontinued
      Disposition .
      Each
      Holder agrees by its acquisition of such Registrable Securities that, upon
      receipt of a notice from the Company of the occurrence of any event of the
      kind
      described in Section 3(c) ,
      such
      Holder will forthwith discontinue disposition of such Registrable Securities
      under the Registration Statement until such Holder’s receipt of the copies of
      the supplemented Prospectus and/or amended Registration Statement or until
      it is
      advised in writing (the “ **Advice** ”)
      by the
      Company that the use of the applicable Prospectus may be resumed, and, in either
      case, has received copies of any additional or supplemental filings that are
      incorporated or deemed to be incorporated by reference in such Prospectus or
      Registration Statement. The Company may provide appropriate stop orders to
      enforce the provisions of this paragraph. Notwithstanding anything to the
      contrary provided herein or elsewhere, this **Section
      6(d)** does not
      directly and/or indirectly relieve the Company of any of its obligations set
      forth in this Agreement or relieve the Company of any liability resulting from
      any breach of this Agreement by it.




(e)  Successors
      and Assigns .
      This Agreement shall inure to the benefit of and be binding upon the successors
      and permitted assigns of each of the parties and shall inure to the benefit
      of
      the Holder.




(f)  Execution
      and Counterparts .
      This Agreement may be executed in any number of counterparts, each of which
      when
      so executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same Agreement. In the event that any signature
      is
      delivered by facsimile transmission, such signature shall create a valid binding
      obligation of the party executing (or on whose behalf such signature is
      executed) the same with the same force and effect as if such facsimile signature
      were the original thereof.




(g)  Governing
      Law .
      This Agreement shall be governed by and construed exclusively in accordance
      with
      the internal laws of the State of New York without regard to the conflicts
      of
      laws principles thereof. The parties hereto hereby irrevocably agree that any
      suit or proceeding arising directly and/or indirectly pursuant to or under
      this
      Agreement, shall be brought solely in a federal or state court located in the
      City, County and State of New York. By its execution hereof, the parties hereby
      covenant and irrevocably submit to the *in personam* jurisdiction of the federal and state courts located in the City, County and
      State of New York and agree that any process in any such action may be served
      upon any of them personally, or by certified mail or registered mail upon them
      or their agent, return receipt requested, with the same full force and effect
      as
      if personally served upon them in New York City. The parties hereto waive any
      claim that any such jurisdiction is not a convenient forum for any such suit
      or
      proceeding and any defense or lack of *in
      personam* jurisdiction with respect thereto. In the event of any such action or
      proceeding, the party prevailing therein shall be entitled to payment from
      the
      other party hereto of its reasonable counsel fees and
      disbursements.




9




(h)  Severability .
      If any term, provision, covenant or restriction of this Agreement is held by
      a
      court of competent jurisdiction to be invalid, illegal, void or unenforceable,
      the remainder of the terms, provisions, covenants and restrictions set forth
      herein shall remain in full force and effect and shall in no way be affected,
      impaired or invalidated, and the parties hereto shall use their commercially
      reasonable efforts to find and employ an alternative means to achieve the same
      or substantially the same result as that contemplated by such term, provision,
      covenant or restriction. It is hereby stipulated and declared to be the
      intention of the parties that they would have executed the remaining terms,
      provisions, covenants and restrictions without including any of such that may
      be
      hereafter declared invalid, illegal, void or unenforceable.




(i)  Headings .
      The headings in this Agreement are for convenience of reference only and shall
      not limit or otherwise affect the meaning hereof.







*[Remainder
      of page intentionally left blank]*


10




**IN
      WITNESS WHEREOF** ,
      the parties have executed this Registration Rights Agreement as of the date
      first written above.




**WHERIFY
      WIRELESS, INC.**








By:


Name:


Title:






**See
      Omnibus Signature Page of Subscription Agreement for Purchasers’
Signatures**









**ANNEX
      A**




**Plan
      of Distribution**





The
      selling stockholders and any of their pledgees, assignees and
      successors-in-interest may, from time to time, sell any or all of their shares
      of common stock on any stock exchange, market or trading facility on which
      the
      shares are traded or in private transactions. These sales may be at fixed or
      negotiated prices. The selling stockholders may use any one or more of the
      following methods when selling shares:




·
            ordinary
                brokerage transactions and transactions in which the broker/dealer
                solicits purchasers;




·
            block
                trades in which the broker/dealer will attempt to sell the shares
                as agent
                but may position and resell a portion of the block as principal to
                facilitate the transaction;




·
            purchases
                by a broker/dealer as principal and resale by the broker/dealer for
                its
                account;




·
            an
                exchange distribution in accordance with the Rules of the applicable
                exchange;




·
            privately
                negotiated transactions;




·
            broker/dealers
                may agree with the Selling Stockholders to sell a specified number
                of such
                shares at a stipulated price per
                share;




·
            a
                combination of any such methods of sale;
                and




·
            any
                other method permitted pursuant to applicable
                law.




The
      selling stockholders may also sell shares under Rule 144 under the
      Securities Act, if available, rather than under this prospectus.




Broker/dealers
      engaged by the selling stockholders may arrange for other brokers/dealers to
      participate in sales. Broker/dealers may receive commissions from the selling
      stockholders (or, if any broker/dealer acts as agent for the purchaser of
      shares, from the purchaser) in amounts to be negotiated. The selling
      stockholders do not expect these commissions to exceed what is customary in
      the
      types of transactions involved.




The
      selling stockholders may from time to time pledge or grant a security interest
      in some or all of the shares of common stock owned by them and, if they default
      in the performance of their secured obligations, the pledgees or secured parties
      may offer and sell the shares of common stock from time to time under this
      prospectus, or under an amendment to this prospectus under Rule 424(b)(3)
      or other applicable provision of the Securities Act of 1933 amending the list
      of
      selling stockholders to include the pledgee, transferee or other successors
      in
      interest as Selling Stockholders under this prospectus.




Annex
            A -
            1




In
      connection with the sale of our common stock or interests therein, the selling
      stockholders may enter into hedging transactions with broker-dealers or other
      financial institutions, which may in turn engage in short sales of the common
      stock in the course of hedging the positions they assume. The selling
      stockholders may also sell shares of our common stock short and deliver these
      securities to close out their short positions, or loan or pledge the common
      stock to broker-dealers that in turn may sell these securities. The selling
      stockholders may also enter into option or other transactions with
      broker-dealers or other financial institutions or the creation of one or more
      derivative securities which require the delivery to such broker-dealer or other
      financial institution of shares offered by this prospectus, which shares such
      broker-dealer or other financial institution may resell pursuant to this
      prospectus (as supplemented or amended to reflect such transaction). The selling
      stockholders may not use shares registered on this registration statement to
      cover short sales of common stock made prior to the date on which this
      registration statement shall have been declared effective by the Commission.





The
      aggregate proceeds to the selling stockholders from the sale of the common
      stock
      offered by them will be the purchase price of the common stock less discounts
      or
      commissions, if any. Each of the selling stockholders reserves the right to
      accept and, together with their agents from time to time, to reject, in whole
      or
      in part, any proposed purchase of common stock to be made directly or through
      agents. We will not receive any of the proceeds from this offering. Upon any
      exercise of the warrants by payment of cash, however, we will receive the
      exercise price of the warrants.





The
      selling stockholders also may resell all or a portion of the shares in open
      market transactions in reliance upon Rule 144 under the Securities Act of 1933,
      provided that they meet the criteria and conform to the requirements of that
      rule.





The
      selling stockholders and any underwriters, broker-dealers or agents that
      participate in the sale of the common stock or interests therein may be
      "underwriters" within the meaning of Section 2(11) of the Securities Act. Any
      discounts, commissions, concessions or profit they earn on any resale of the
      shares may be underwriting discounts and commissions under the Securities Act.
      Selling stockholders who are "underwriters" within the meaning of Section 2(11)
      of the Securities Act will be subject to the prospectus delivery requirements
      of
      the Securities Act. If a selling stockholder is deemed to be an underwriter,
      the
      selling stockholder may be subject to certain statutory liabilities including,
      but not limited to Sections 11, 12 and 17 of the Securities Act and Rule 10b-5
      under the Exchange Act. Selling stockholders who are deemed underwriters within
      the meaning of the Securities Act will be subject to the prospectus delivery
      requirements of the Securities Act. The SEC staff is of a view that selling
      stockholders who are registered broker-dealers or affiliates of registered
      broker-dealers may be underwriters under the Securities Act. We will not pay
      any
      compensation or give any discounts or commissions to any underwriter in
      connection with the securities being offered by this prospectus.





To
      the
      extent required, the shares of our common stock to be sold, the names of the
      selling stockholders, the respective purchase prices and public offering prices,
      the names of any agents, dealer or underwriter, any applicable commissions
      or
      discounts with respect to a particular offer will be set forth in an
      accompanying prospectus supplement or, if appropriate, a post-effective
      amendment to the registration statement that includes this
      prospectus.





In
      order
      to comply with the securities laws of some states, if applicable, the common
      stock may be sold in these jurisdictions only through registered or licensed
      brokers or dealers. In addition, in some states the common stock may not be
      sold
      unless it has been registered or qualified for sale or an exemption from
      registration or qualification requirements is available and is complied
      with.





Annex
            A -
            2




We
      have
      advised the selling stockholders that the anti-manipulation rules of Regulation
      M under the Exchange Act may apply to sales of shares in the market and to
      the
      activities of the selling stockholders and their affiliates. In addition, we
      will make copies of this prospectus (as it may be supplemented or amended from
      time to time) available to the selling stockholders for the purpose of
      satisfying the prospectus delivery requirements of the Securities Act. The
      selling stockholders may indemnify any broker-dealer that participates in
      transactions involving the sale of the shares against certain liabilities,
      including liabilities arising under the Securities Act.





We
      are
      required to pay certain fees and expenses incident to the registration of the
      shares. We have agreed to indemnify the selling stockholders against
      liabilities, including liabilities under the Securities Act and state securities
      laws, relating to the registration of the shares offered by this
      prospectus.





We
      have
      agreed with the selling stockholders to keep the registration statement of
      which
      this prospectus constitutes a part effective until the earlier of (i) the date
      when the selling stockholders may sell all securities registered under the
      registration statement under Rule 144 without volume or other restrictions
      or
      limits, and (ii) such time as all securities registered under the registration
      statement are eligible to have all restrictive legends removed pursuant to
      Rule
      144(k) and legal counsel acceptable to the stockholders and the Company’s then
      transfer agent provides such transfer agent and stockholders a legal opinion
      authorizing the removal of all restrictive legends and indicating all such
      securities may be sold and/or transferred without restrictions and/or
      limitations and (iii) the date the selling stockholders no longer own any of
      the
      securities registered under the registration statement.


Annex
            A -
            3


**EXHIBIT
      A**




**SELLING
      STOCKHOLDER QUESTIONNAIRE**




Ladies
      and Gentlemen:





The
      undersigned beneficial owner of securities of Wherify Wireless, Inc. (the
“ **Company** ”)
      understands that the Company has filed or intends to file with the Securities
      and Exchange Commission (the “Commission”) a registration statement on Form S-1,
      Form SB-2 (or other applicable form) (the “ **Registration
      Statement** ”)
      for
      the registration and resale under Rule 415 of the Securities Act of 1933, as
      amended certain shares of the Company’s common stock (the “ **Registrable
      Securities** ”)
      in
      accordance with the terms of the Registration Rights Agreement, dated
      [___________] among the Company and the Purchasers named therein.





I
      understand that I will be named as a selling stockholder (a “ **Selling
      Stockholder** ”)
      in the
      prospectus (the “Prospectus”) that forms a part of the Registration Statement
      and that the Company will use the information that I provide in this
      Questionnaire to ensure the accuracy of the Registration Statement and the
      Prospectus.





Certain
      legal consequences arise from being named as a Selling Stockholder in the
      Registration Statement and the related Prospectus. Accordingly, holders and
      beneficial owners of Registrable Securities are advised to consult their own
      securities law counsel regarding the consequences of being named or not being
      named as a Selling Stockholder in the Registration Statement and the related
      prospectus.




Enclosed
      with this Questionnaire is a draft of the Plan of Distribution section of the
      Registration Statement.




**Please
      complete and return** one
      executed copy of this Questionnaire, together with any comments you may have
      on
      the Plan of Distribution, as soon as possible and in any event **no
      later than [ ] (Pacific time) on [ ], 2007, to [ ]** ,
      which
      date must be no earlier than ten (10) business days prior to the expressly
      stated filing date of the Registration Statement.




Please
      keep an extra copy of the completed Questionnaire, since as described on the
      signature page of the Questionnaire, **you
      must promptly update your answers to the Questionnaire if your answers
      change** ,
      by
      providing updated information to the person indicated at the end of this
      Questionnaire.




Exhibit
          A
          - 1


The
      undersigned hereby provides the following information to the Company and
      represents and warrants that such information is accurate:





**Please
                answer every question.**
              **If
                the answer to any question is “NONE” or “NOT APPLICABLE,” please so
                state.**
              **Please
                Type or Print all Responses**





**1.**
            **Name**.





(a)  Full
      legal name of Selling Stockholder exactly as it should appear in the
      Registration Statement:




__________________________________________________________________








(b)  Full
      legal name of registered holder (if not the same as (a) above through which
      the
      Registrable Securities listed in Item 6 are held:





__________________________________________________________________








(c)  For
      Selling Stockholders that are not natural persons, full legal name of natural
      person who directly or indirectly alone or with others has power to vote or
      dispose of the securities covered by this Questionnaire:





__________________________________________________________________


**2.**
              **Manner
                  of Ownership of Registrable Securities**:




Individual
      _______ Community Property ________  Tenants
      in Common _______





Joint
      Tenants with Rights of Survivorship ________   Corporate
      ________




Partnership
      ______ Trust ________ Other ___________________________








**3.**
            **Contact
                Information for Notices to Selling Stockholder**.****




Provide
        the address, telephone number, fax number and email address where you can
        be
        reached during business hours.
  Address:*Phone:**Fax:*




Exhibit
            A
            - 2




*Email* :




**4.**
              **Relationship
                  with the Company**.****Describe
                  the nature of any position, office or other material relationship
                  you or
                  your affiliate(s) have had with the Company during the past three
                  years,
                  or arrangements with the Company to be performed in the
                  future.


**5.**
            **Organizational
                Structure****.**Please indicate or (if applicable) describe how you are organized.






(a)
            Are
                you anatural
                person?
              **(if
                so, please mark the box and go to Question 6)**
             ̈Yes ̈No(b)
            Are
                you areporting
                companyunder the 1934 Act?
              **(if
                so, please mark the box and go to Question 6)**
             ̈Yes ̈No(c)
            Are
                you amajority-owned
                subsidiaryof
                a reporting company under the 1934 Act?
              **(if
                so, please mark the box and go to Question 6)**
             ̈Yes ̈No(d)
            Are
                you aregistered
                investment fundunder the 1940 Act?
              **(if
                so, please mark the box and go to Question 6)**
             ̈Yes ̈No





If
      you
      have answered "no" to all of the foregoing questions, please describe: (i)
      the
      exact legal description of your entity (e.g., corporation, partnership, limited
      liability company, etc.); (ii) whether the legal entity so described is managed
      by another entity and the exact legal description of such entity (repeat this
      step until the last entity described is managed by a person or persons, each
      of
      whom is described in any one of (a) through (d) above), (iii) the names of
      each
      person or persons having voting and investment control over the Registrable
      Securities that the entity owns (e.g., director(s), general partner(s), managing
      member(s), etc.).






Legal
                    Description of Entity:
  *Name
                    of Entity(ies) Managing Such Entity (if any)*:*Name
                    of Entity(ies) Managing such Entity(ies) (if any):**Name(s)
                    of Natural Persons Having**Voting or Investment*






Exhibit
            A
            - 3


Control
                      Over the Shares Held by such Entity(ies):


**6.**
            **Ownership
                of the Company’s Securities**.
                This question covers your beneficial ownership of the Company’s securities
                as of the date this Questionnaire is signed. Please consult**Appendix
                A**to
                this Questionnaire for information as to the meaning of “beneficial
                ownership.” In particular, please note that the right to acquire a
                security within 60 days may deem you a beneficial owner of the underlying
                shares.




(a)
            State
                the number of shares of the Company’s securities that you beneficially
                own:










(b)
            State
                the number of shares of the Company’s securities that you have the right
                to acquire under any Warrants, Options or other rights, or upon conversion
                of any security convertible into securities. Please list each Warrant,
                Option, right, or convertible security separately below (attach additional
                sheets if necessary):




Option,
                Warrant,
              Right,
                or
              Convertible
              Security
            Number
                of
              Shares
                which
              May
                be
              Acquired
                on
              Exercise
                or
              Conversion
            Exercise
                or
              Conversion
              Price
            Date
                First
              Exercisable
                or
              Convertible
            Termination
              Date




(c)
            As
                to the securities indicated as being beneficially owned, does any
                person
                other than you have either: (i) the sole or shared power to vote
                or to
                direct the vote of any of such securities and (ii) the sole or shared
                power to dispose or to direct the disposition of any of such securities?
                If the answer is “yes” to either of the foregoing questions, please set
                forth the**name,
                address and title/capacity**(e.g.,
                parent, legal guardian, joint owners (if securities are held jointly),
                executor, etc.) of each person who has such power or with whom the
                indicated beneficial owner shares such power, together with the**number
                of shares**to
                which such right relates.









Exhibit
            A
            - 4




(d)
            As
                to the securities indicated as being beneficially owned, if you or
                the
                beneficial owners listed in response to (c) immediately above are**entities**(e.g., trusts, corporations, partnerships, LLCs, etc.) rather than
                individuals, please set forth the**name,
                address and title/capacity**(e.g., trustee, president, partner, etc.) of each individual who
                has (i)
                the sole or shared power to vote or to direct the vote of any of
                such
                securities or (ii) the sole or shared power to dispose or to direct
                the
                disposition of any of such securities, together with the**number
                of shares**to
                which such right relates. Please also indicate the**state
                or other jurisdiction**in
                which the entity is organized or
                domiciled.







(e)
                State
                    the number of shares of Registrable Securities proposed to be
                    sold under
                    the Registration Statement (including shares of Registrable Securities
                    underlying Warrants and Options, rights or convertible
                    securities):







(f)
            Have
                you agreed to act in concert with any other persons or affiliates
                of the
                Company for the purpose of selling the Registrable
                Securities?





Yes
      _____  No
      _____










If
                “Yes,” give full details.




**7.**
              **Acquisition
                  of Registrable Securities****.**Please describe below the manner in which you acquired your Registrable
                  Securities including, but not limited to, the date, the name and
                  address
                  of the seller(s), the purchase price and pursuant to which documents.
































**8.**
            **Plan
                of Distribution**.
                I
                have reviewed the proposed “Plan of Distribution” attached hereto as**Annex
                A**,
                and agree that the statements contained therein reflect my intended
                method(s) of distribution or, to the extent these statements are
                inaccurate or incomplete, I have attached to this Questionnaire any
                changes to the proposed “**Plan
                of Distribution**”
                that are required to make these statements accurate and complete. ̈**(Please
                check the box if you have made any changes to Annex
                A)**




Exhibit
            A
            - 5




**9.**
            **Short
                Positions**.
                Do you currently have open, or since the time you became aware of
                the
                Company’s offering, have you participated in any short position in the
                Company’s shares? ̈Yes ̈No. If yes, please describe all material terms such as dates, amounts,
                etc. [Note: Each subscriber in the Registration Rights Agreement
                agreed
                not to short]









**10.**
            **Reliance
                on Responses**.
                I
                acknowledge and agree that the Company and its legal counsel shall
                be
                entitled to rely on my responses in this Questionnaire in all matters
                pertaining to the Registration Statement and the sale of any shares
                of
                Registrable Securities of the Company pursuant to the Registration
                Statement.




**11.**
            **BROKER-DEALER
                STATUS**.
                The Commission may request, in connection with its review of the
                Registration Statement and Prospectus that the Company inform them
                of the
                names of all Selling Stockholders that are members of the National
                Association of Securities Dealers, Inc. (“**NASD**”)
                and/or affiliates or associated persons of members of the NASD. In
                order
                to aid the Company in responding to such request, please state
                whether:





(a)
            You
                or any of your affiliates or any members of your Immediate Family
                are a
                Member of the NASD
            Yes ̈No(b)
            You
                or any of your affiliates or any members of your Immediate Family
                are a
                Person Associated with a Member of the NASD
            Yes ̈No(c)
            You
                or any of your affiliates or any members of your Immediate Family
                are an
                affiliate of a Member of theNASD
            Yes ̈No(d)
            You
                or any of your affiliates own stock or other securities of any Member
                of
                the NASD or an affiliate of a Member of the NASD.
            Yes ̈No(e)
            You
                or any of your affiliates have made a subordinated loan to any Member
                of
                the NASD
            Yes ̈No





If
      you
      marked “Yes” to any of the questions above, please complete the
      following:





(a)  Please
      briefly describe the facts below, giving the names of the Members of the NASD
      to
      which your answer refers (including, for example, percentage of ownership,
      amount of loan and interest payable, applicable dates, names of affiliates,
      immediate family, etc.).


.


Exhibit
            A
            - 6




(b)
      Did
      you receive your Registrable Securities as compensation for investment banking
      services to the Company?





Yes
      _____  No
      _____





Note:
      If
      the answer to the forgoing is “No”, the Commission's staff has indicated that
      Selling Stockholders who are broker-dealers or their affiliates should be
      identified as underwriters in the Registration Statement.





(c)
      If
      you are an affiliate of a broker-dealer, do you certify that you purchased
      the
      Registrable Securities in the ordinary course of business, and at the time
      of
      the purchase of the Registrable Securities to be resold, you had no agreements
      or understandings, directly or indirectly, with any person to distribute the
      Registrable Securities?





Yes
      _____  No
      _____





Note:
      If
      the answer to the foregoing is “No”, the Commission's staff has indicated that
      the Selling Stockholder should be identified as an underwriter in the
      Registration Statement.




Please
      acknowledge that your answers to the foregoing questions are true and correct
      to
      the best of your information and belief by signing and dating this Questionnaire
      where indicated below. Please return the completed executed Questionnaire to
      the
      undersigned by [___________].




Exhibit
            A
            - 7


If
      at any
      time you discover that your answer to any question was inaccurate, or if any
      event occurring after your completion hereof would require a change in your
      answer to any questions, please immediately contact
      [______________]l.




Date:    `
 *(Print
        name of selling stockholder)*
  By:
 *(Signature)*
  Name:
 *(Print
        name)*
  Title:





Exhibit
            A
            - 8


**APPENDIX
      A**





**1.**
            **Definition
                of “Beneficial Ownership”**





(a)
            A
                “Beneficial Owner” of a security includes any person who, directly or
                indirectly, through any contract, arrangement, understanding, relationship
                or otherwise has or shares:





(1)
            Voting
                power which includes the power to vote, or to direct the voting of,
                such
                security; and/or





(2)
            Investment
                power which includes the power to dispose, or direct the disposition
                of,
                such security.





Please
      note that either voting
      power or investment power, or both, is
      sufficient for you to be considered the beneficial owner of shares.





(b)
            Any
                person who, directly or indirectly, creates or uses a trust, proxy,
                power
                of attorney, pooling arrangement or any other contract, arrangement
                or
                device with the purpose or effect of divesting such person of beneficial
                ownership of a security or preventing the vesting of such beneficial
                ownership as part of a plan or scheme to evade the reporting requirements
                of the federal securities acts shall be deemed to be the beneficial
                owner
                of such security.





(c)
            Notwithstanding
                the provisions of paragraph (a), a person is deemed to be the “beneficial
                owner” of a security, if that person has the right to acquire beneficial
                ownership of such security within 60 days, including but not limited
                to
                any right to acquire: (A) through the exercise of any option, warrant
                or right; (B) through the conversion of a security; (C) pursuant
                to the power to revoke a trust, discretionary account or similar
                arrangement; or (D) pursuant to the automatic termination of a trust,
                discretionary account or similar arrangement; provided, however,
                any
                person who acquires a security or power specified in paragraphs (A),
                (B)
                or (C) above, with the purpose or effect of changing or influencing
                the
                control of the issuer, or in connection with or as a participant
                in any
                transaction having such purpose or effect, immediately upon such
                acquisition shall be deemed to be the beneficial owner of the securities
                which may be acquired through the exercise or conversion of such
                security
                or power.







Exhibit
        A
        - 1