**To
      subscribe for Units in the private offering of**


**WHERIFY
      WIRELESS, INC.**





1.
            **Date
                and Fill**in
                the number of Units being subscribed for and**Complete
                and Sign**the Signature Page included in the Subscription
                Agreement.





2.
            **Initial**the
                Accredited Investor Certification page attached to this Subscription
                Agreement.





3.
            **Complete
                and Return**the Confidential Investor Profile and, if applicable, Wire Transfer
                Authorization attached to this Subscription
                Agreement.





4.
                **Fax**all forms to Mr. Craig Boden****at**(212)
                    297-0670**and then send all signed original documents with a check (if
                    applicable)
                    to:





**Mr.
      Craig Boden**


**Laidlaw
      & Co. (UK) Ltd.**


**90
      Park Avenue, 31** **st** **Floor**


**New
      York, NY 10016**





5.
            Please
                make your subscription payment payable to the order of “**Signature
                Bank, as Escrow Agent for Wherify Wireless, Inc.
                (Delaware),”****Account No.****1500893237******





**For
      wiring funds directly to the escrow account,**


**see
      the following instructions:**




****
              **Signature
                  Bank****Acct.
                  Name:**
              
              **Signature
                  Bank as Escrow Agent for****Wherify
                  Wireless, Inc. (Delaware)****ABA
                  Number:**
              
              **026-013-576****A/C
                  Number:**
              
              **1500893237****FBO:**
              
              **Investor
                  Name:**
              **_________________****Social
                  Security Number:**
              **_________________****Address:**
              **_________________****_________________**









Investors
      (the “ **Investors** ”
or
      “ **Purchasers** ”)
      will
      purchase (the “ **Offering** ”)
      the
      number of Units (the “ **Units** ”)
      of
      Wherify Wireless, Inc., a Delaware corporation, (the “ **Company** ”)
      set
      forth on the signature page to the Subscription Agreement at a purchase price
      of
      $100,000 per Unit. Each Unit consists of (i) one hundred (100) shares of the
      Company’s Series B Convertible Adjustable Preferred Stock (the “ **Series
      B Preferred** ”)
      and
      (ii) a warrant to purchase that number of shares of the Company’s common stock
      (the “ **Common
      Stock** ”)
      equal
      to 25% of the number of shares issuable upon conversion of the Series B
      Preferred at an exercise price equal to 130% of the conversion price of the
      Series B Preferred (a “ **Investor
      Warrant** ”
and
      collectively, the “ **Investor
      Warrants** ”).
      The
      subscription for the Units will be made in accordance with and subject to the
      terms and conditions of the Subscription Agreement and the Company’s
      Confidential Private Placement Memorandum used for the Offering (the
“ **Memorandum** ”).





The
      terms
      and conditions of the Series B Preferred are set forth in the Series B Preferred
      Certificate of Designation annexed to this Subscription Agreement as **Exhibit
      1** .





In
      the
      Offering, the Company will offer up to twenty five (25) Units ($2,500,000)
      maximum amount (the “ **Maximum
      Amount** ”)
      on an
“ *any
      or all* ”
basis.
      There is no minimum amount of Units that must be sold to effectuate initial
      and/or subsequent closings. However, the minimum investment amount that may
      be
      purchased by an Investor is one (1) Unit ($100,000) (the “ **Minimum
      Investor Purchase** ”); provided  however ,
      the
      Placement Agent (as defined below) may in its sole discretion accept an Investor
      subscription for an amount less than the Minimum Investor Purchase.





The
      Common Stock issuable upon the conversion of the Series B Preferred and exercise
      of the Investor Warrants (collectively, the “ **Underlying
      Shares** ”)
      are
      entitled to certain registration rights as provided in the Registration Rights
      Agreement (the “ **Registration
      Rights Agreement** ”),
      by
      and among the Company, the Placement Agent and the Investors in the Offering.
      The form of the Registration Rights Agreement is annexed to this Subscription
      Agreement as **Exhibit
      2** .





Laidlaw
      & Company (UK) Ltd. (“ **Laidlaw** ” **** or
      the
“ **Placement
      Agent** ” **)** ,
      is
      acting as the non-exclusive placement agent to the Company in connection with
      the sale of the Units on a ‘reasonable efforts’ basis solely to ‘accredited
      investors’ (as defined in Rule 501 of Regulation D promulgated under the
      Securities Act of 1933, as amended (the “ **Securities
      Act** ”)).





All
      subscription funds will be held in a non-interest bearing escrow account in
      the
      Company’s name at Signature Bank, 261 Madison Avenue, New York, New York 10016,
      or with such other escrow agent as may be mutually appointed by Laidlaw and
      the
      Company.





The
      Offering will be offered through May 31, 2007 commencing on the date of the
      Memorandum (the “ **Initial
      Offering Period** ”),
      which
      period may be extended without further notice to prospective investors by the
      Company and the Placement Agent, in their mutual discretion, to a date not
      later
      than June 30, 2007 (the “ **Termination
      Date** ”,
      with
      this additional period, together with the Initial Offering Period, being
      referred to herein as the “ **Offering
      Period** ”). In
      the
      event that subscriptions for the Offering are rejected or the Offering Period
      shall expire ,
      the
      Escrow Agent will refund all subscription funds, without deduction and/or
      interest accrued thereon, and will return the subscription documents to each
      Purchaser.




ii




The
      Company and the Placement Agent reserve the right (but are not obligated) to
      purchase and/or have their respective employees, agents, officers, directors
      and
      affiliates subscribe and purchase Units in the Offering and all such purchases
      will be counted towards the Maximum Amount. If the Company and/or the Placement
      Agent rejects a subscription, either in whole or in part (which decision is
      in
      their sole discretion), the rejected subscription funds or the rejected portion
      thereof will be returned promptly to such Purchaser without interest accrued
      thereon.





Questions
      regarding completion of the subscription documents should be directed to Mr.
      Craig Boden (212) 697-5200. **ALL
      SUBSCRIPTION DOCUMENTS MUST BE FILLED IN AND SIGNED EXACTLY AS SET FORTH
      WITHIN.**


iii


**SUBSCRIPTION
      AGREEMENT**





**FOR**





**WHERIFY
      WIRELESS, INC.**








Wherify
      Wireless, Inc.


901
      Mariners Island Boulevard, Suite 300,


San
      Mateo, California, 94404








Ladies
      and Gentlemen:





**Subscription.** Investors (the “ **Investors** ”
or
      “ **Purchasers** ”)
      will
      purchase (the “ **Offering** ”)
      the
      number of Units (the “ **Units** ”)
      of
      Wherify Wireless, Inc., a Delaware Corporation, (the “ **Company** ”)
      set
      forth on the signature page to the Subscription Agreement at a purchase price
      of
      $100,000 per Unit. Each Unit consists of (i) one hundred (100) shares of the
      Company’s Series B Convertible Adjustable Preferred Stock (the “ **Series
      B Preferred** ”)
      and
      (ii) a warrant to purchase that number of shares of the Company’s common stock
      (the “ **Common
      Stock** ”)
      equal
      to 25% of the number of shares issuable upon conversion of the Series B
      Preferred at an exercise price equal to 130% of the conversion price of the
      Series B Preferred (a “ **Investor
      Warrant** ”
and
      collectively, the “ **Investor
      Warrants** ”).
      The
      subscription for the Units will be made in accordance with and subject to the
      terms and conditions of the Subscription Agreement and the Company’s
      Confidential Private Placement Memorandum used for the Offering (the
“ **Memorandum** ”).





The
      terms
      and conditions of the Series B Preferred are set forth in the Series B Preferred
      Certificate of Designation annexed to this Subscription Agreement as **Exhibit
      1** .





In
      the
      Offering, the Company will offer up to twenty five (25) Units ($2,500,000)
      maximum amount (the “ **Maximum
      Amount** ”)
      on an
“ *any
      or all* ”
basis.
      There is no minimum amount of Units that must be sold to effectuate initial
      and/or subsequent closings. However, the minimum investment amount that may
      be
      purchased by an Investor is one (1) Unit ($100,000) (the “ **Minimum
      Investor Purchase** ”); provided  however ,
      the
      Placement Agent (as defined below) may in its sole discretion accept an Investor
      subscription for an amount less than the Minimum Investor Purchase.





The
      Common Stock issuable upon the conversion of the Series B Preferred and exercise
      of the Investor Warrants (collectively, the “ **Underlying
      Shares** ”)
      are
      entitled to certain registration rights as provided in the Registration Rights
      Agreement (the “ **Registration
      Rights Agreement** ”),
      by
      and among the Company, the Placement Agent and the Investors in the Offering.
      The form of the Registration Rights Agreement is annexed to this Subscription
      Agreement as **Exhibit
      2** .





Laidlaw
      & Company (UK) Ltd. (“ **Laidlaw** ” **** or
      the
“ **Placement
      Agent** ” **)** ,
      is
      acting as the non-exclusive placement agent to the Company in connection with
      the sale of the Units on a ‘reasonable efforts’ basis solely to ‘accredited
      investors’ (as defined in Rule 501 of Regulation D promulgated under the
      Securities Act of 1933, as amended (the “ **Securities
      Act** ”)).


1


The
      Company and the Placement Agent reserve the right (but are not obligated) to
      purchase and/or have their respective employees, agents, officers, directors
      and
      affiliates subscribe and purchase, in accordance with federal and state
      securities laws, Units in the Offering and all such purchases will be counted
      towards the Maximum Amount. If the Company and/or the Placement Agent rejects
      a
      subscription, either in whole or in part (which decision is in their sole
      discretion), the rejected subscription funds or the rejected portion thereof
      will be returned promptly to such Purchaser without interest accrued
      thereon.




Capitalized
      terms used, but not otherwise defined herein, will have the respective meanings
      provided in the Memorandum.





2.  **Payment.** The
      Purchaser encloses herewith a check payable to, or will immediately make a
      wire
      transfer payment to, “ **Signature
      Bank, as Escrow Agent for Wherify Wireless, Inc. (Delaware)** ,”
in
      the
      full amount of the purchase price of the Units being subscribed for. Together
      with the check for, or wire transfer of, the full purchase price, the Purchaser
      is delivering a completed and executed Signature Page to this Subscription
      Agreement, along with a completed and executed Accredited Investor
      Certification, which is annexed hereto.





3.  **Deposit
      of Funds** .
      All
      payments made as provided in Section
      2 hereof
      will be deposited by Company as soon as practicable with Signature Bank, as
      escrow agent (the **“** **Escrow
      Agent** ”),
      or
      such other escrow agent appointed by Laidlaw and the Company, in a non-interest
      bearing escrow account (the “ **Escrow
      Account** ”).
      In
      the event that the Company does not effect a Closing (as defined below), on
      or
      before May 31, 2007 (the “ **Initial
      Offering Period”** ),
      which
      period may be extended by the Company and the Placement Agent, in their mutual
      discretion to a date no later than June 30, 2007 (the “ **Termination
      Date** ”,
      with
      this additional period, together with the Initial Offering Period, being
      referred to herein as the “ **Offering
      Period** **”** ),
      the
      Company will refund all subscription funds, without deduction and/or interest
      accrued thereon, and will return the subscription documents to each Purchaser.
      If the Company and/or the Placement Agent rejects a subscription, either in
      whole or in part (which decision is in their sole discretion), the rejected
      subscription funds or the rejected portion thereof will be returned promptly
      to
      such Purchaser without interest accrued thereon.





4.  **Acceptance
      of Subscription.** The
      Purchaser understands and agrees that Company, in its sole discretion, reserves
      the right to accept or reject this or any other subscription for the Units,
      in
      whole or in part, notwithstanding prior receipt by the Purchaser of notice
      of
      acceptance of this or any other subscription. Company will have no obligation
      hereunder until Company executes and delivers to the Purchaser an executed
      copy
      of this Subscription Agreement. If Purchaser’s subscription is rejected in
      whole, the Offering is terminated or the Offering Amount is not subscribed
      for
      and accepted, all funds received from the Purchaser will be returned without
      interest, penalty, expense or deduction, and this Subscription Agreement will
      thereafter be of no further force or effect. If Purchaser’s subscription is
      rejected in part, the funds for the rejected portion of such subscription will
      be returned without interest, penalty, expense or deduction, and this
      Subscription Agreement will continue in full force and effect to the extent
      such
      subscription was accepted.


2


5.  **Closings.** There is
      no minimum amount of Units that must be sold to effectuate an initial closing
      and/or subsequent closings. The Company may hold an initial closing
      (“ **Initial
      Closing** ”)
      at any
      time after the receipt of one or more accepted subscriptions prior to the
      Termination Date. After the Initial Closing, subsequent Closings with respect
      to
      additional Units may take place at any time, as determined jointly by the
      Company and the Placement Agent, with respect to subscriptions accepted prior
      to
      the Termination Date (each such closing, together with the Initial Closing,
      being referred to as a “ **Closing** ”).





6.  **Representations
      and Warranties of the Purchaser.** The
      Purchaser hereby acknowledges, represents, warrants, and agrees as
      follows:





(a)  None
      of
      the Units, the Series B Preferred, the Investor Warrants nor the Underlying
      Shares (collectively, the “ **Securities** ”)
      are
      registered under the Securities Act of 1933, as amended (the “ **Securities
      Act** ”),
      or
      any state securities laws. The Purchaser understands that the offering and
      sale
      of the Units are intended to be exempt from registration under the Securities
      Act, by virtue of Section 4(2) thereof and the provisions of Regulation D
      promulgated thereunder, based, in part, upon the representations, warranties
      and
      agreements of the Purchaser contained in this Subscription
      Agreement;





(b)  The
      Purchaser and the Purchaser’s attorney, accountant, purchaser representative
      and/or tax advisor, if any (collectively, “ **Advisors** ”),
      have
      received the Memorandum and all other documents requested by the Purchaser
      or
      its Advisors, if any, have carefully reviewed them and understand the
      information contained therein, prior to the execution of this Subscription
      Agreement;





(c)  Neither
      the Securities and Exchange Commission (the “ **Commission** ”)
      nor
      any state securities commission has approved the Units, or passed upon or
      endorsed the merits of the Offering or confirmed the accuracy or determined
      the
      adequacy of the Memorandum. The Memorandum has not been reviewed by any federal,
      state or other regulatory authority. Any representation to the contrary is
      a
      criminal offense. The Securities are subject to restrictions on transferability
      and resale and may not be transferred or resold except as permitted under the
      Securities Act, and the applicable state securities laws, pursuant to
      registration or exemption therefrom. Investors should be aware that they will
      be
      required to bear the financial risks of this investment for an indefinite period
      of time;





(d)  All
      documents, records, and books pertaining to the investment in the Units
      (including, without limitation, the Memorandum) have been made available for
      inspection by the Purchaser and its Advisors, if any;





(e)  The
      Purchaser and its Advisors, if any, have had a reasonable opportunity to ask
      questions of and receive answers from a person or persons acting on behalf
      of
      the Company concerning the offering of the Securities and the business,
      financial condition, results of operations and prospects of the Company, and
      all
      such questions have been answered by the Company to the full satisfaction of
      the
      Purchaser and its Advisors, if any;


3


(f)  In
      evaluating the suitability of an investment in the Company, the Purchaser has
      not relied upon any representation or other information (oral or written) other
      than as stated in the Memorandum, as disclosed in the Company’s filings with the
      Securities and Exchange Commission (the “ **SEC
      Reports** ”)
      or as
      contained in documents so furnished to the Purchaser or its Advisors, if any,
      by
      the Company;





(g)  The
      Purchaser is unaware of, is in no way relying on, and did not become aware
      of
      the offering directly and/or indirectly through or as a result of, any form
      of
      general solicitation or general advertising including, without limitation,
      any
      press release, filing by the company with the Commission, article, notice,
      advertisement or other communication published in any newspaper, magazine or
      similar media or broadcast over television, radio or over the internet, in
      connection with the offering and sale of the securities and is not subscribing
      for securities and did not become aware of the offering through or as a result
      of any seminar or meeting to which the Purchaser was invited by, or any
      solicitation of a subscription by, a person not previously known to the
      Purchaser in connection with investments in securities generally;





(h)  The
      Purchaser has taken no action which would give rise to any claim by any person
      for brokerage commissions, finders’ fees or the like relating to this
      Subscription Agreement or the transactions contemplated hereby (other than
      commissions to be paid by the Company to the Placement Agent as described in
      the
      Memorandum);





(i)  The
      Purchaser, either alone or together with its Advisors, if any, have such
      knowledge and experience in financial, tax, and business matters, and, in
      particular, investments in securities, so as to enable them to utilize the
      information made available to them in connection with the offering of the Units
      to evaluate the merits and risks of an investment in the Units and the Company
      and to make an informed investment decision with respect thereto;





(j)  The
      Purchaser is not relying on the Company, the Placement Agent or any of their
      respective employees or agents with respect to the legal, tax, economic and
      related considerations of an investment in the Units, and the Purchaser has
      relied on the advice of, or has consulted with, only its own
      Advisors;





(k)  The
      Purchaser is acquiring the Units solely for such Purchaser’s own account for
      investment and not with a view to resale or distribution thereof, in whole
      or in
      part. The Purchaser has no agreement or arrangement, formal or informal, with
      any person to sell or transfer all or any of the Units and the Purchaser has
      no
      plans to enter into any such agreement or arrangement;





(l)  The
      purchase of the Units represents a high risk capital investment and the
      Purchaser is able to afford an investment in a speculative venture having the
      risks and objectives of the Company. The Purchaser must bear the substantial
      economic risks of the investment in the Units indefinitely because none of
      the
      Securities included in the Units may be sold, hypothecated or otherwise disposed
      of unless subsequently registered under the Securities Act and applicable state
      securities laws or an exemption from such registration is available. Legends
      will be placed on the Shares to the effect that they have not been registered
      under the Securities Act or applicable state securities laws and appropriate
      notations thereof will be made in the Company’s stock books. The Company has
      agreed that purchasers of the Units will have, with respect to the Underlying
      Shares, the registration rights described in the Registration Rights Agreement. **Notwithstanding
      such registration rights, trading volume in the Common Stock is extremely
      limited and sporadic and as such, there is currently limited liquidity in the
      Common Stock and there can be no assurance when, if ever, a more liquid market
      for the Common Stock will develop; or if any registration statement covering
      the
      Underlying Shares will be declared effective by the SEC** ;


4


(m)  The
      Purchaser has adequate means of providing for such Purchaser’s current financial
      needs and foreseeable contingencies and has no need for liquidity of the
      investment in the Units for an indefinite period of time;





**(n)**  **The
      Purchaser is aware that an investment in the Units involves a number of very
      significant risks including, but not limited to (i) conflicts of interest of
      the
      Placement Agent, and (ii) and insufficient authorized shares of Common Stock
      to
      permit the issuance of all Underlying Shares, and has carefully read and
      considered the matters set forth in the SEC Reports and the Memorandum,
      including, but not limited to, the Section entitled “Risk
      Factors;”**





(o)  The
      Purchaser is an “accredited investor” as that term is defined in Regulation D
      under the Securities Act, and has truthfully and accurately completed the
      Accredited Investor Certification contained herein;





(p)  The
      Purchaser: (i) if a natural person, represents that the Purchaser has reached
      the age of 21 and has full power and authority to execute and deliver this
      Subscription Agreement and all other related agreements or certificates and
      to
      carry out the provisions hereof and thereof; (ii) if a corporation, partnership,
      or limited liability company or partnership, or association, joint stock
      company, trust, unincorporated organization or other entity, represents that
      such entity was not formed for the specific purpose of acquiring the Units,
      such
      entity is duly organized, validly existing and in good standing under the laws
      of the state of its organization, the consummation of the transactions
      contemplated hereby is authorized by, and will not result in a violation of
      state law or its charter or other organizational documents, such entity has
      full
      power and authority to execute and deliver this Subscription Agreement and
      all
      other related agreements or certificates and to carry out the provisions hereof
      and thereof and to purchase and hold the Securities constituting the Units,
      the
      execution and delivery of this Subscription Agreement has been duly authorized
      by all necessary action, this Subscription Agreement has been duly executed
      and
      delivered on behalf of such entity and is a legal, valid and binding obligation
      of such entity; or (iii) if executing this Subscription Agreement in a
      representative or fiduciary capacity, represents that it has full power and
      authority to execute and deliver this Subscription Agreement in such capacity
      and on behalf of the subscribing individual, ward, partnership, trust, estate,
      corporation, or limited liability company or partnership, or other entity for
      whom the Purchaser is executing this Subscription Agreement, and such
      individual, partnership, ward, trust, estate, corporation, or limited liability
      company or partnership, or other entity has full right and power to perform
      pursuant to this Subscription Agreement and make an investment in the Company,
      and represents that this Subscription Agreement constitutes a legal, valid
      and
      binding obligation of such entity. The execution and delivery of this
      Subscription Agreement will not violate or be in conflict with any order,
      judgment, injunction, agreement or controlling document to which the Purchaser
      is a party or by which it is bound;


5
 **Execution
                Copy**


(q)  The
      Purchaser and its Advisors, if any, have had the opportunity to obtain any
      additional information, to the extent the Company had such information in their
      possession or could acquire it without unreasonable effort or expense, necessary
      to verify the accuracy of the information contained in the Memorandum and all
      documents received or reviewed in connection with the purchase of the Units
      and
      have had the opportunity to have representatives of the Company provide them
      with such additional information regarding the terms and conditions of this
      particular investment and the financial condition, results of operations,
      business and prospects of the Company deemed relevant by the Purchaser or its
      Advisors, if any, and all such requested information, to the extent the Company
      had such information in its possession or could acquire it without unreasonable
      effort or expense, has been provided by the Company to the full satisfaction
      of
      the Purchaser and its Advisors, if any;





(r)  The
      Purchaser represents to the Company that any information which the undersigned
      has heretofore furnished or is furnishing herewith to the Company or Laidlaw
      is
      complete and accurate and may be relied upon by the Company in determining
      the
      availability of an exemption from registration under Federal and state
      securities laws in connection with the Offering as described in the Memorandum.
      The Purchaser further represents and warrants that it will notify and supply
      corrective information to the Company and Placement Agent immediately upon
      the
      occurrence of any change therein occurring prior to the Company’s issuance of
      the Units;





(s)  The
      Purchaser has significant prior investment experience, including investments
      in
      private, non-traded, non-listed and non-registered securities. The Purchaser
      is
      knowledgeable about investments in small and thinly capitalized businesses.
      The
      Purchaser has a sufficient net worth to sustain a loss of its entire investment
      in the Company in the event such a loss should occur. The Purchaser’s overall
      commitment to investments which are not readily marketable is not excessive
      in
      view of the Purchaser’s net worth and financial circumstances and the purchase
      of the Units will not cause such commitment to become excessive. This investment
      is a suitable one for the Purchaser;





(t)  The
      Purchaser is satisfied that it has received adequate information with respect
      to
      all matters which it or its Advisors, if any, consider material to its decision
      to make this investment;





(u)  The
      Purchaser acknowledges that any estimates or forward-looking statements or
      projections included in the Memorandum were prepared by the Company in good
      faith, but that the attainment of any such projections, estimates or
      forward-looking statements cannot be guaranteed, will not be updated by the
      Company and should not be relied upon;


6
 **Execution
                Copy**


(v)  No
      oral
      or written representations have been made, or oral or written information
      furnished, to the Purchaser or its Advisors, if any, in connection with the
      Offering which are in any way inconsistent with the information contained in
      the
      Memorandum;





(w)  Within
      five (5) days after receipt of a request from the Company or the Placement
      Agent, the Purchaser will provide such information and deliver such documents
      as
      may reasonably be necessary to comply with any and all laws and ordinances
      to
      which the Company or the Placement Agent is subject;





(x)  The
      Purchaser’s substantive relationship with the Placement Agent or other agent or
      subagent through which the Purchaser is subscribing for Units predates Laidlaw’s
      or such other agent or subagent’s contact with the Purchaser regarding an
      investment in the Units;





(y)  THE
      SHARES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR
      THE
      SECURITIES LAWS OF ANY STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON
      EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE
      SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT
      BE
      TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT
      TO REGISTRATION OR EXEMPTION THEREFROM. THE SHARES HAVE NOT BEEN APPROVED OR
      DISAPPROVED BY THE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER
      REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON
      OR
      ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE
      MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL;





(z)  **(For
      ERISA plans only)** The
      fiduciary of the ERISA plan (the “ **Plan** ”)
      represents that such fiduciary has been informed of and understands the
      Company’s investment objectives, policies and strategies, and that the decision
      to invest “plan assets” (as such term is defined in ERISA) in the Company is
      consistent with the provisions of ERISA that require diversification of plan
      assets and impose other fiduciary responsibilities. The Purchaser or Plan
      fiduciary (a) is responsible for the decision to invest in the Company; (b)
      is
      independent of the Company and any of its affiliates; (c) is qualified to make
      such investment decision; and (d) in making such decision, the Purchaser or
      Plan
      fiduciary has not relied on any advice or recommendation of the Company or
      any
      of its affiliates.





(aa)  The
      Purchaser hereby represents, warrants, agrees and covenants to and with the
      Company that the Purchaser has not, directly and/or indirectly, previously
      had
      and/or maintained and/or currently has, and/or in the future will not make
      or
      maintain a "short" position in the Company's securities and will not encourage
      and/or facilitate the same by any third party.


7
 **Execution
                Copy**


7.  **Representations
      and Warranties of the Company** .
      The
      Company hereby acknowledges, represents, warrants, and agrees that as except
      as
      set forth in the Memorandum and the SEC Reports:




(a)  The
      Company is an entity duly organized, validly existing and in good standing
      under
      the laws of the state of its incorporation with the requisite corporate power
      and authority to own and use its properties and assets and to carry on its
      business as currently conducted. The Company is not in violation of any of
      the
      provisions of its certificate of formation, by-laws or other organizational
      or
      charter documents (the “ **Internal
      Documents** ”).
      The
      Company is duly qualified to conduct business and is in good standing as a
      foreign corporation in each jurisdiction in which the nature of the business
      conducted or property owned by it makes such qualification necessary, except
      where the failure to be so qualified or in good standing, as the case may be,
      would not result in a direct and/or indirect (i) material adverse effect on
      the legality, validity or enforceability of the Units, the Series B Preferred
      Certificate of Designation, the Registration Rights Agreement, the Securities
      and/or this Subscription Agreement, (ii) material adverse effect on the
      results of operations, assets, business or financial condition of the Company,
      or (iii) material adverse effect on the Company’s ability to perform in any
      material respect on a timely basis its obligations under this Subscription
      Agreement, the Registration Rights Agreement, the Certificate of Incorporation,
      and the Memorandum, including but not limited to, the Share Increase Amount
      and
      the Proposed Share Increase (as described in the Memorandum) (collectively
      the
“ **Transaction
      Documents** ”)
      (any
      of (i), (ii) or (iii), a “ **Material
      Adverse Effect** ”).





(b)  The
      Company has the requisite corporate power and authority to enter into and to
      consummate the transactions contemplated by each of the Transaction Documents
      and otherwise to carry out its obligations thereunder (including but not limited
      to effectuating the Proposed Share Increase and the amount of the Proposed
      Share
      Increase, in both cases subject to approval by the stockholders of the Company).
      The execution and delivery of each of the Transaction Documents by the Company
      and the consummation by it of the transactions contemplated thereby (including
      but not limited to effectuating the Proposed Share Increase and the amount
      of
      the Proposed Share Increase) have been duly authorized by all necessary action
      on the part of the Company and no further corporate action is required by the
      Company in connection therewith other than approval of the Proposed Share
      Increase and the amount of the Proposed Share Increase by the stockholders
      of
      the Company. Each Transaction Document has been (or upon delivery will have
      been) duly executed by the Company and, when delivered in accordance with the
      terms hereof, will constitute the valid and binding obligation of the Company
      enforceable against the Company in accordance with its terms except as limited
      by applicable bankruptcy, insolvency, reorganization, moratorium and other
      laws
      of general application affecting enforcement of creditors’ rights
      generally.





(c)  Except
      for the rights of certain debentures and warrants held by Cornell and the rights
      and privileges of the Series A Convertible Preferred Stock, the execution,
      delivery and performance of the Transaction Documents by the Company and the
      consummation by the Company of the transactions contemplated thereby (including
      but not limited to effectuating the Proposed Share Increase and the amount
      of
      the Proposed Share Increase), do not and will not (i) conflict with or
      violate any provision of the Company’s Internal Documents, (ii) conflict
      with, or constitute a default (or an event that with notice or lapse of time
      or
      both would become a default) under, or give to others any rights of termination,
      amendment, acceleration or cancellation (with or without notice, lapse of time
      or both) of, any material agreement, credit facility, debt or other instrument
      (evidencing a Company debt or otherwise), or other understanding to which the
      Company is a party or by which any property or asset of the Company is bound
      or
      affected, or (iii) result in a violation of any law, rule, regulation,
      order, judgment, injunction, decree or other restriction of any court or
      governmental authority to which the Company is subject (including federal and
      state securities laws and regulations), or by which any property or asset of
      the
      Company is bound or affected.


8


(d)  The
      Company is not required to obtain any consent, waiver, authorization or order
      of, give any notice to, or make any filing or registration with, any court
      or
      other federal, state, local or other governmental authority or other an
      individual or corporation, partnership, trust, incorporated or unincorporated
      association, joint venture, limited liability company, joint stock company,
      government (or an agency or subdivision thereof) or other entity of any kind
      (a
“ **Person** ”)
      in
      connection with the execution, delivery and performance by the Company of the
      Transaction Documents, the actions contemplated to be taken therein (including
      but not limited to the Proposed Share Increase and the amount of the Proposed
      Share Increase) other than (i) the filing with the Commission of a Form D and
      applicable Blue Sky filings, (ii) obtaining necessary consents from the holders
      of the Company’s Series A Convertible Preferred Stock in order to amend the
      Certificate of Designation of Series A Convertible Stock so it will permit
      the
      issuance of the securities contemplated in this transaction and (iii) the filing
      of the Certificate of Designation of the Series B Preferred and the amendment
      of
      the Certificate of Designation of the Series A Convertible Preferred Stock
      with
      the Delaware Secretary of State.





(e)  The
      Company possesses all licenses, certificates, authorizations and permits issued
      by the appropriate federal, state, local or foreign regulatory authorities
      necessary to conduct their respective businesses, except where the failure
      to
      possess such permits would not have or reasonably be expected to result in
      a
      Material Adverse Effect (“ **Material
      Permits** ”),
      and
      believes it can obtain, without undue burden or expense, any similar authority
      for the conduct of its business as planned to be conducted, and the Company
      has
      not received any notice of proceedings relating to the revocation or
      modification of any Material Permit.





(f)  The
      Company owns its property and assets free and clear of all mortgages, liens,
      loans, pledges, security interests, claims, equitable interests, charges, and
      encumbrances, except such encumbrances and liens which arise in the ordinary
      course of business and do not materially impair the Company’s ownership or use
      of such property or assets. With respect to the property and assets it leases,
      the Company is in compliance in all material respects with such leases and,
      to
      its knowledge, holds a valid leasehold interest free of any liens, claims,
      or
      encumbrances.





(g)  The
      Company owns, or possesses adequate rights or licenses to use all trademarks,
      trade names, service marks, service mark registrations, service names, patents,
      patent rights, copyrights, inventions, licenses, approvals, governmental
      authorizations, trade secrets and rights necessary to conduct their respective
      businesses as now conducted, the lack of which could reasonably be expected
      to
      have a Material Adverse Effect. The Company does not have any knowledge of
      any
      infringement by the Company of trademarks, trade name rights, patents, patent
      rights, copyrights, inventions, licenses, service names, service marks, service
      mark registrations, trade secrets or other similar rights of others, or of
      any
      such development of similar or identical trade secrets or technical information
      by others and no claim, action or proceeding has been made or brought against,
      or to the Company's knowledge, has been threatened against, the Company
      regarding trademarks, trade name rights, patents, patent rights, inventions,
      copyrights, licenses, service names, service marks, service mark registrations,
      trade secrets or other infringement, except where such infringement, claim,
      action or proceeding would not reasonably be expected to have either
      individually or in the aggregate a Material Adverse Effect. The Company is
      not
      aware that any of its employees, officers, or consultants are obligated under
      any contract (including licenses, covenants, or commitments of any nature)
      or
      other agreement, or subject to any judgment, decree, or order of any court
      or
      administrative agency, that would interfere with the use of such employee’s,
      officer’s, or consultant’s commercially reasonable efforts to promote the
      interests of the Company or that would conflict with the Company’s business as
      conducted. Neither the execution nor delivery of the Transaction Documents,
      nor
      the carrying on of the Company’s business by the employees of the Company, as is
      presently conducted, nor the conduct of the Company’s business, will, to the
      Company’s knowledge, conflict with or result in a breach of the terms,
      conditions, or provisions of, or constitute a default under, any contract,
      covenant, or instrument under which any of such employees, officers or
      consultants are now obligated.


9


(h)  All
      of
      the Securities have been duly and validly authorized and, when issued, delivered
      and sold in accordance with the Subscription Agreement and the Transaction
      Documents against full payment therefor, will be duly and validly, issued,
      fully
      paid, and nonassessable, free and clear of all liens, pledges and other
      encumbrances, and not subject to any preemptive or other similar
      rights





(i)
      There
      is no action, suit, inquiry, notice of violation, proceeding or investigation
      pending or, to the knowledge of the Company, currently threatened against or
      affecting the Company, or any of its respective properties before or by any
      court, arbitrator, governmental or administrative agency and/or regulatory
      authority (federal, state, county, local or foreign), (collectively, an
“ **Action** ”)
      which
      does and/or could (i) adversely affect or challenge the legality, validity
      or enforceability of any of the Transaction Documents and/or the Underlying
      Shares, if issued, or the Company’s ability to consummate the transactions
      contemplated hereby or thereby or (ii) could, if there were an unfavorable
      decision, have, either individually or in the aggregate, a Material Adverse
      Effect. The foregoing includes, without limitation, actions, pending or
      threatened (or any basis therefor known to the Company), involving the prior
      employment of any of the Company’s employees, their use in connection with the
      Company’s business of any information or techniques allegedly proprietary to any
      of their former employers, or their obligations under any agreements with prior
      employers. The Company is not a party or subject to the provisions of any order,
      writ, injunction, judgment, or decree of any court or government agency or
      instrumentality.





(j)  Since
      December 31, 2006, there (i) has been no event, occurrence or development
      that has had or that could reasonably be expected to result in a Material
      Adverse Effect, (ii) the Company has not incurred any material liabilities
      (contingent or otherwise) other than (A) trade payables and accrued expenses
      incurred in the ordinary course of business consistent with past practice and
      (B) liabilities not required to be reflected in the Company's financial
      statements pursuant to GAAP or required to be disclosed in filings made with
      the
      Commission, (iii) the Company has not altered its method of accounting or
      the identity of its auditors, (iv) the Company has not declared or made
      payment or distribution of any dividend or distribution of cash or other
      property to its holders of Common Stock or purchased, redeemed or made any
      agreements to purchase or redeem any shares of its capital stock and
      (v) the Company has not issued any equity securities to any officer,
      director or Affiliate, except pursuant to existing Company stock option plans
      or
      agreements.


10


(k)  The
      Company (i) is not in default under, or in violation of (and no event has
      occurred that has not been waived that, with notice or lapse of time or both,
      would result in a default by the Company under), nor has the Company received
      notice of a claim that it is in default under or that it is in violation of,
      any
      indenture, mortgage, decree, lease, license, loan or credit agreement or any
      other agreement or instrument to which it is a party or by which it or any
      of
      its properties is bound (whether or not such default or violation has been
      waived), (ii) is in violation of any order of any court, arbitrator or
      governmental body, or (iii) is or has been in violation of any statute,
      rule or regulation of any governmental authority, including without limitation
      all foreign, federal, state and local laws applicable to its business, except
      in
      the case of clauses (i), (ii) and (iii) as would not result in a
      Material Adverse Effect. The Company has not received any written notice of
      any
      violation of or noncompliance with, any federal, state, local or foreign laws,
      ordinances, regulations and orders (including, without limitation, those
      relating to environmental protection, occupational safety and health, federal
      securities laws, equal employment opportunity, consumer protection, credit
      reporting, “truth-in-lending”, and warranties and trade practices) applicable to
      its business, the violation of, or noncompliance with, which would have a
      Materially Adverse Effect on the Company’s business or operations, and the
      Company knows of no facts or set of circumstances which would give rise to
      such
      a notice. The execution, delivery, and performance of the Transaction Documents
      and the consummation of the transactions contemplated thereby will not result
      in
      any such violation or be in conflict with or constitute, with or without the
      passage of time and giving of notice, either a default under any such provision,
      instrument, judgment, order, writ, decree or contract, or an event which results
      in the creation of any lien, charge, or encumbrance upon any assets of the
      Company or the suspension, revocation, impairment, forfeiture, or nonrenewal
      of
      any material permit, license, authorization, or approval applicable to the
      Company, its business or operations, or any of its assets or properties, except
      as would not reasonably be expected to have a Material Adverse
      Effect.





(l)  No
      material labor dispute exists or, to the knowledge of the Company, is imminent
      with respect to any of the employees of the Company which could reasonably
      be
      expected to result in a Material Adverse Effect.





(m)  The
      Company is not required to pay any brokerage or finder’s fees or commissions to
      any person including, but not limited to, any broker, financial advisor or
      consultant, finder, placement agent, investment banker, bank or other person
      with respect to the Offering contemplated by this Agreement, other than the
      Placement Agent as described in the Memorandum.


11


(n)  Assuming
      the accuracy of the Purchaser’s representations and warranties set forth in this
      Subscription Agreement, no registration under the Securities Act is required
      for
      the offer and sale of the Securities by the Company to the Purchaser as
      contemplated hereby.





(o)  The
      Company is not, and is not an affiliate of, an "investment company" within
      the
      meaning of the Investment Company Act of 1940, as amended.





(p)  Neither
      the Company, nor any of their affiliates nor any person acting on their behalf,
      has engaged in any form of general solicitation or general advertising (within
      the meaning of Regulation D under the Securities Act) in connection with
      the offer or sale of any of the Units.





(q)  Neither
      the Company, nor any of their affiliates (other than including GPS Associates,
      LLC and the Placement Agent), nor any person acting on their behalf has ,
      directly or indirectly, made any offers or sales of any security or solicited
      any offers to buy any security, under circumstances that would require
      registration of any of the Securities under the Securities Act or cause the
      Offering to be integrated with prior offerings by the Company for purposes
      of
      the Securities Act or any applicable stockholder approval provisions, other
      than
      (i) the GPS Financing and the Laidlaw GPS Warrants (as both terms are defined
      in
      the Memorandum) (ii) the required approval of the holders of the Series A
      Convertible Preferred Stock, (iii) the approval of the Proposed Share Increase
      and (iv) the amount of the Proposed Share Increase Amount by the stockholders
      of
      the Company, including without limitation, under the rules and regulations
      of
      any exchange or automated quotation system on which any of the securities of
      the
      Company are listed or designated. Neither the Company, nor their affiliates
      nor
      any person acting on their behalf will take any action or steps referred to
      in
      the preceding sentence that would require registration of any of the Underlying
      Shares under the Securities Act or cause the Offering to be integrated with
      other offerings.





(r)  The
      Company has made or filed all federal and state income and all other tax
      returns, reports and declarations required by any jurisdiction to which it
      is
      subject, except when the failure to do so would not have a Material Adverse
      Effect, and has paid all taxes and other governmental assessments and charges
      that are material in amount, shown or determined to be due on such returns,
      reports and declarations otherwise due and payable, except those being contested
      in good faith and has set aside on its books reserves in accordance with GAAP
      reasonably adequate for the payment of all taxes for periods subsequent to
      the
      periods to which such returns, reports or declarations apply. There are no
      unpaid taxes in any material amount claimed to be due by the taxing authority
      of
      any jurisdiction, and the officers of the Company know of no basis for any
      such
      claim. The
      Company has not executed a waiver with respect to the statute of limitations
      relating to the assessment or collection of any foreign, federal, statue or
      local tax. To the Company’s knowledge, none of the Company’s tax returns is
      presently being audited by any taxing authority. To the Company’s knowledge, (i)
      none of the tax returns of the Company or any subsidiary is being audited by
      the
      Internal Revenue Service and (ii) neither the Company nor any subsidiary will
      owe a material tax obligation under any federal or state tax return to be
      filed.


12


(s)  If
      the
      Offering is conducted in accordance with the Transaction Documents and the
      Memorandum, neither the sale of any of the Units by the Company hereunder nor
      its use of the proceeds thereof will violate the Trading with the Enemy Act,
      as
      amended, or any of the foreign assets control regulations of the United States
      Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling
      legislation or executive order relating thereto. Without limiting the foregoing,
      neither the Company nor any of its Subsidiaries (a) is a person whose property
      or interests in property are blocked pursuant to Section 1 of Executive Order
      13224 of September 23, 2001 Blocking Property and Prohibiting Transactions
      With
      Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg.
      49079
      (2001)) or (b) engages in any dealings or transactions, or is otherwise
      associated, with any such person. The Company and its Subsidiaries are in
      compliance with the anti-money laundering requirements of the USA Patriot Act
      of
      2001 (signed into law October 26, 2001).




(t)  If
      the
      Offering is conducted in accordance with the Transaction Documents and the
      Memorandum to U.S. citizens only, neither the sale of any of the Units by the
      Company hereunder nor its use of the proceeds thereof will violate the Trading
      with the Enemy Act, as amended, or any of the foreign assets control regulations
      of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as
      amended) or any enabling legislation or executive order relating thereto.
      Without limiting the foregoing, neither the Company nor any of its Subsidiaries
      (a) is a person whose property or interests in property are blocked pursuant
      to
      Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property
      and
      Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support
      Terrorism (66 Fed. Reg. 49079 (2001)) or (b) engages in any dealings or
      transactions, or is otherwise associated, with any such person. The Company
      and
      its Subsidiaries are in compliance with the anti-money laundering requirements
      of the USA Patriot Act of 2001 (signed into law October 26, 2001).





(u)  The
      Company is current in all filings required to be made by it pursuant to the
      Securities Act and the Exchange Act and all information contained therein is
      ,
      in all material respects, true, accurate, complete and does not omit to contain
      any material facts.





(v)  The
      Common Stock is eligible for quotation on the NASD Over the Counter Bulletin
      Board under the symbol “WFYW.” The Company has no reason to believe the Common
      Stock will not continue to be eligible for quotation thereon.





(w)  As
      of the
      date of the Memorandum, all prior issuances of securities by the Company have
      been duly authorized and validly issued in compliance with all applicable rules,
      regulations and laws, including, but not limited to, the Federal Securities
      Laws
      and State Securities Laws and no person has any rescission rights with respect
      to any prior issuances of Company securities.





(x)  No
      person
      has any preemptive and/or any right of first refusal and/or any similar rights
      with respect to any securities of the Company.


13


8.  **Irrevocable
      Proxy. Notwithstanding anything to the contrary provided herein or elsewhere,
      Purchaser hereby agrees by execution of this Subscription Agreement, that
      Purchaser shall not vote or provide its written or other consent with respect
      to
      any** **voting
      shares of the Company (including, but not limited to, those acquired in this
      Offering)** **at any shareholders’ meeting of the Company regarding the Proposed Share
      Increase (as described in the Memorandum) except as provided in the following
      irrevocable proxy.**





**Purchaser,
      by execution of this Subscription Agreement, hereby irrevocably (to the fullest
      extent permitted by law), as of the date hereof, appoints each of Mr. Doug
      Hajjar and Dr. Neil Morris, of the Company, as the sole and exclusive attorneys
      and proxies of Purchaser, with the full power of substitution and
      resubstitution, to vote and exercise all voting and related rights (to the
      full
      extent that the undersigned is entitled to do so) with respect to all of the
      shares of voting shares of the Company (including, but not limited to, those
      acquired in this offering) (the “Shares”) that now are or hereafter may be
      beneficially owned by Purchaser, in accordance with the terms of this Proxy.
      Upon Purchaser’s execution of this Subscription Agreement, any and all prior
      proxies given by the undersigned with respect to any Shares are hereby revoked
      and Purchaser agrees not to grant any subsequent proxies with respect to the
      Shares until the earlier of December 31, 2007 and (ii) the approval of the
      Proposed Share Increase and related matters by the Company’s shareholders. (the
“Expiration Date”).**





**This
      Proxy is irrevocable (to the fullest extent permitted by law), is coupled with
      an interest and is granted pursuant to this Subscription Agreement, and is
      granted in consideration of Wherify entering into this Subscription
      Agreement.**





**The
      attorneys and proxies named above, and each of them, are hereby authorized
      and
      empowered by Purchaser, at any time prior to the Expiration Date, to act as
      Purchaser’s attorney and proxy to vote all of the Shares, and to exercise all
      voting, consent and similar rights of the Purchaser with respect to all of
      the
      Shares (including, without limitation, the power to execute and deliver written
      consents) at every annual or special meeting of stockholders of the Company
      (and
      at every adjournment or postponement thereof), and in every written consent
      in
      lieu of such meeting:**





**a.**  **to
      increase the number of shares of the Company’s common stock authorized for
      issuance from 200,000,000 to 300,000,000 (or such greater number as the Board
      of
      Directors so determines).**





**The
      attorneys and proxies named above may not exercise the Proxy on any other matter
      except as provided in clause (a) above. Purchaser may vote the Shares on all
      other matters. Any obligation of Purchaser hereunder shall be binding upon
      the
      successors and assigns of the Purchaser.**





**This
      Proxy shall terminate and be of no further force and effect, automatically
      upon
      the Expiration Date.**


14


9.  **Indemnification.** The
      Purchaser agrees to indemnify and hold harmless the Company, the Placement
      Agent
      and each of their respective officers, directors, employees, agents, attorneys,
      control persons and affiliates from and against all losses, liabilities, claims,
      damages, costs, fees and expenses whatsoever (including, but not limited to,
      any
      and all expenses incurred in investigating, preparing or defending against
      any
      litigation commenced or threatened) based upon or arising out of any actual
      or
      alleged false acknowledgment, representation or warranty, or misrepresentation
      or omission to state a material fact, or breach by the Purchaser of any covenant
      or agreement made by the Purchaser herein or in any other document delivered
      by
      or on behalf of the Purchaser in connection with this Subscription
      Agreement.





10.  **Irrevocability;
      Binding Effect.** The
      Purchaser hereby acknowledges and agrees that the subscription hereunder is
      irrevocable by the Purchaser, except as required by applicable law, and that
      this Subscription Agreement will survive the death or disability of the
      Purchaser and will be binding upon and inure to the benefit of the parties
      and
      their heirs, executors, administrators, successors, legal representatives,
      and
      permitted assigns. If the Purchaser is more than one person, the obligations
      of
      the Purchaser hereunder will be joint and several and the agreements,
      representations, warranties and acknowledgments herein will be deemed to be
      made
      by and be binding upon each such person and such person’s heirs, executors,
      administrators, successors, legal representatives and permitted
      assigns.





11.  **Modification.** This
      Subscription Agreement will not be modified or waived except by an instrument
      in
      writing signed by the party against whom any such modification or waiver is
      sought.





12.  **Notices.** Any
      notice or other communication required or permitted to be given hereunder will
      be in writing and will be mailed by certified mail, return receipt requested,
      or
      delivered against receipt to the party to whom it is to be given (a) if to
      the
      Company, at the address set forth above or (b) if to the Purchaser, at the
      address set forth on the signature page hereof (or, in either case, to such
      other address as the party will have furnished in writing in accordance with
      the
      provisions of this **Section
      12** ).
      Any
      notice or other communication given by certified mail will be deemed given
      at
      the time of certification thereof, except for a notice changing a party’s
      address which will be deemed given at the time of receipt thereof.





13.  **Assignability.** This
      Subscription Agreement and the rights, interests and obligations hereunder
      are
      not transferable or assignable by the Purchaser and the transfer or assignment
      of the Underlying Shares issued by the Company will be made only in accordance
      with all applicable laws.





14.  **Applicable
      Law.**  **** This
      Subscription Agreement will be governed by and construed exclusively under
      the
      laws of the State of New York as applied to agreements among residents entered
      into and to be performed entirely within New York. Each of the parties hereto
      (1) agree that any legal suit, action or proceeding arising out of or
      relating to this Agreement will be instituted exclusively in New York State
      Supreme Court, County of New York, or in the United States District Court for
      the Southern District of New York, (2) waive any objection which the
      Company may have now or hereafter to the venue of any such suit, action or
      proceeding, and (3) irrevocably consent to the jurisdiction of the New York
      State Supreme Court, County of New York , and the United States District Court
      for the Southern District of New York in any such suit, action or proceeding.
      Each of the parties hereto further agrees to accept and acknowledge service
      of
      any and all process which may be served in any such suit, action or proceeding
      in the New York State Supreme Court, County of New York, or in the United States
      District Court for the Southern District of New York and agree that service
      of
      process upon it mailed by certified mail to its address will be deemed in every
      respect effective service of process upon it, in any such suit, action or
      proceeding. THE PARTIES HERETO AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A
      JURY
      TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
      SUBSCRIPTION AGREEMENT OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED
      HEREBY.


15


15.  **Blue
      Sky Qualification.** The
      purchase of Units under this Subscription Agreement is expressly conditioned
      upon the exemption from qualification of the offer and sale of the Units from
      applicable Federal and state securities laws. The Company will not be required
      to qualify this transaction under the securities laws of any jurisdiction and,
      should qualification be necessary, the Company will be released from any and
      all
      obligations to maintain its offer, and may rescind any sale contracted, in
      the
      jurisdiction.





16.  **Use
      of Pronouns.** All
      pronouns and any variations thereof used herein will be deemed to refer to
      the
      masculine, feminine, neuter, singular or plural as the identity of the person
      or
      persons referred to may require.





17.  **Confidentiality.** The
      Purchaser acknowledges and agrees that any information or data the Purchaser
      has
      acquired from or about the Company, not otherwise properly in the public domain,
      was received in confidence (the “ **Confidential
      Information** ”).
      Any
      distribution of the Confidential Information to any person other than the
      Purchaser named above, in whole or in part, or the reproduction of the
      Confidential Information, or the divulgence of any of its contents (other than
      to the Purchaser’s tax and financial advisers, attorneys and accountants, who
      will likewise be required to maintain the confidentiality of the Confidential
      Information) is unauthorized, except that any Purchaser (and each employee,
      representative, or other agent of such Purchaser) may disclose to any and all
      persons, without limitations of any kind (except as provided in the next
      sentence) the tax treatment and tax structure of the transaction and all
      materials of any kind (including opinions or other tax analyses) that are
      provided to the Purchaser relating to such tax treatment and tax structure.
      Any
      such disclosure of the tax treatment, tax structure and other tax-related
      materials shall not be made for the purpose of offering to sell the securities
      offered hereby or soliciting an offer to purchase any such securities. Except
      as
      provided above with respect to tax matters, the above named Purchaser, agrees
      not to divulge, communicate or disclose, except as may be required by law or
      for
      the performance of this Subscription Agreement, or use to the detriment of
      the
      Company or for the benefit of any other person or persons, or misuse in any
      way,
      any Confidential Information of the Company, including any scientific,
      technical, trade or business secrets of the Company and any scientific,
      technical, trade or business materials that are treated by the Company as
      confidential or proprietary, including, but not limited to, ideas, discoveries,
      inventions, developments and improvements belonging to the Company and
      Confidential Information obtained by or given to the Company about or belonging
      to third parties. The Company and the Placement Agent have caused the
      Confidential Information to be delivered to you in reliance upon your agreement
      to maintain the confidentiality of the Confidential Information and upon Rule
      100(b)(2)(ii) of Regulation FD as promulgated by the Securities and Exchange
      Commission. Your agreement to maintain the confidentiality of the Confidential
      Information and federal securities laws prohibit you from trading in the
      securities of the Company until such time as this information becomes public
      or
      is no longer material.


16


18.  **Miscellaneous.**





(a)  This
      Subscription Agreement, together with the Registration Rights Agreement,
      constitute the entire agreement between the Purchaser and the Company with
      respect to the subject matter hereof and supersede all prior oral or written
      agreements and understandings, if any, relating to the subject matter hereof.
      The terms and provisions of this Subscription Agreement may be waived, or
      consent for the departure therefrom granted, only by a written document executed
      by the party entitled to the benefits of such terms or provisions.





(b)  Each
      of
      the Purchaser’s and the Company’s representations and warranties made in this
      Subscription Agreement will survive the execution and delivery hereof and
      delivery of the Shares only for a period of twelve (12) months from the date
      of
      issuance of the Series B Preferred shares.





(c)  Each
      of
      the parties hereto will pay its own fees and expenses (including the fees of
      any
      attorneys, accountants, appraisers or others engaged by such party) in
      connection with this Subscription Agreement and the transactions contemplated
      hereby whether or not the transactions contemplated hereby are
      consummated.





(d)  This
      Subscription Agreement may be executed in one or more counterparts each of
      which
      will be deemed an original, but all of which will together constitute one and
      the same instrument.





(e)  Each
      provision of this Subscription Agreement will be considered separable and,
      if
      for any reason any provision or provisions hereof are determined to be invalid
      or contrary to applicable law, such invalidity or illegality will not impair
      the
      operation of or affect the remaining portions of this Subscription
      Agreement.





(f)  Paragraph
      titles are for descriptive purposes only and will not control or alter the
      meaning of this Subscription Agreement as set forth in the text.





19.  **Omnibus
      Signature Page.** This
      Subscription Agreement is intended to be read and construed in conjunction
      with
      the Registration Rights Agreement. Accordingly, pursuant to the terms and
      conditions of this Subscription Agreement and such related agreements it is
      hereby agreed that the execution by the Purchaser of this Subscription
      Agreement, in the place set forth herein, will constitute agreement to be bound
      by the terms and conditions hereof and the terms and conditions of the
      Registration Rights Agreement, with the same effect as if each of such separate,
      but related agreement, were separately signed.





20.  **Signature
      Page.** It is
      hereby agreed that the execution by the Purchaser of this Subscription
      Agreement, in the place set forth herein, will constitute agreement to be bound
      by the terms and conditions hereof.


17


**ANTI-MONEY
      LAUNDERING REQUIREMENTS**




**The
                USA PATRIOT Act**
            
            **What
                is money laundering?**
            
            **How
                big is the problem and why is it important?**The
                USA PATRIOT Act is designed to detect, deter, and punish terrorists
                in the
                United States and abroad. The Act imposes new anti-money laundering
                requirements on brokerage firms and financial institutions. Since
                April
                24, 2002 all brokerage firms have been required to have new, comprehensive
                anti-money laundering programs.
              
              To
                help you understand theses efforts, we want to provide you with some
                information about money laundering and our steps to implement the
                USA
                PATRIOT Act.
            
            Money
                laundering is the process of disguising illegally obtained money
                so that
                the funds appear to come from legitimate sources or activities. Money
                laundering occurs in connection with a wide variety of crimes, including
                illegal arms sales, drug trafficking, robbery, fraud, racketeering,
                and
                terrorism.
            
            The
                use of the U.S. financial system by criminals to facilitate terrorism
                or
                other crimes could well taint our financial markets. According to
                the U.S.
                State Department, one recent estimate puts the amount of worldwide
                money
                laundering activity at $1 trillion a
                year.





**What
                are we required to do to eliminate money
                laundering?**Under
                new rules required by the USA PATRIOT Act, our anti-money laundering
                program must designate a special compliance officer, set up employee
                training, conduct independent audits, and establish policies and
                procedures to detect and report suspicious transaction and ensure
                compliance with the new laws.
            As
                part of our required program, we may ask you to provide various
                identification documents or other information. Until you provide
                the
                information or documents we need, we may not be able to effect any
                transactions for you.


18


**WHERIFY
      WIRELESS, INC.**





**SIGNATURE
      PAGE TO**


**SUBSCRIPTION
      AGREEMENT**





**Purchaser
      hereby elects to purchase a total of ______ Units at a price of $100,000 per
      Unit (NOTE: to be completed by the Purchaser).**








Date
      (NOTE: To be completed by the Purchaser): __________________,
      2007*




If
                  the Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS,
                  as
                  TENANTS IN COMMON, or as COMMUNITY
                  PROPERTY:




****
            
            ******Print
                Name(s)**
            
            **Social
                Security Number(s)****Signature(s)
                of Purchaser(s)**
            
            **Signature****Date**
            
            **Address**




If
                  the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY
                  COMPANY or
                  TRUST:




******Name
                  of Partnership,**
              ****
              **Federal
                  Taxpayer****Corporation,
                  Limited**
              
              **Identification
                  Number****Liability
                  Company or Trust****By:****Name:**
              
              **State
                  of Organization****Title:****Date**
              
              **Address**


**WHERIFY
      WIRELESS, INC. (Delaware)**     ****




By:Name:Title:
              
              Date
  **If
                  this space is left blank by the investor, the Placement Agent is
                  authorized to fill in the date with the first date payment is made
                  (or
                  authorized in writing) by investor to the
                  Company.*




19


**WHERIFY
      WIRELESS, INC.**





**ACCREDITED
      INVESTOR CERTIFICATION**





**For
      Individual Investors Only**


**(All
      individual investors must** ***INITIAL*** **where appropriate. Where there are joint investors both parties must** ***INITIAL*** **):**


**Initial _______**
              I
                  certify that****I
                  have a net worth (including home, furnishings and automobiles)
                  of at least
                  $1 million either individually or through aggregating my individual
                  holdings and those in which I have a joint, community property
                  or other
                  similar shared ownership interest with my spouse.**Initial
                  _______**
              I
                  certify that****I
                  have had an annual gross income for the past two years of at least
                  $200,000 (or $300,000 jointly with my spouse) and expect my income
                  (or
                  joint income, as appropriate) to reach the same level in the current
                  year.




**For
      Non-Individual Investors**


**(all
      Non-Individual Investors must** ***INITIAL*** **where appropriate):**


**Initial _______**
            The
                undersigned certifies that it is a partnership, corporation, limited
                liability company or business trust that is 100% owned by persons
                who meet
                either of the criteria for Individual Investors, above.**Initial
                _______**
            The
                undersigned certifies that it is a partnership, corporation, limited
                liability company or business trust that has total assets of at least
                $5
                million and was not formed for the purpose of investing in
                Company.**Initial
                _______**
            The
                undersigned certifies that it is an employee benefit plan whose investment
                decision is made by a plan fiduciary (as defined in ERISA §3(21)) that is
                a bank, savings and loan association, insurance company or registered
                investment adviser.**Initial
                _______**
            The
                undersigned certifies that it is an employee benefit plan whose total
                assets exceed $5,000,000 as of the date of the Subscription
                Agreement.**Initial
                _______**
            The
                undersigned certifies that it is a self-directed employee benefit
                plan
                whose investment decisions are made solely by persons who meet either
                of
                the criteria for Individual Investors, above.**Initial
                _______**
            The
                undersigned certifies that it is a U.S. bank, U.S. savings and loan
                association or other similar U.S. institution acting in its individual
                or
                fiduciary capacity.**Initial
                _______**
            The
                undersigned certifies that it is a broker-dealer registered pursuant
                to
                §15 of the Securities Exchange Act of 1934.**Initial
                _______**
            The
                undersigned certifies that it is an organization described in §501(c)(3)
                of the Internal Revenue Code with total assets exceeding $5,000,000
                and
                not formed for the specific purpose of investing in
                Company.**Initial
                _______**
            The
                undersigned certifies that it is a trust with total assets of at
                least
                $5,000,000, not formed for the specific purpose of investing in Company,
                and whose purchase is directed by a person with such knowledge and
                experience in financial and business matters that he is capable of
                evaluating the merits and risks of the prospective
                investment.**Initial
                _______**
            The
                undersigned certifies that it is a plan established and maintained
                by a
                state or its political subdivisions, or any agency or instrumentality
                thereof, for the benefit of its employees, and which has total assets
                in
                excess of $5,000,000.**Initial
                _______**
            The
                undersigned certifies that it is an insurance company as defined
                in
                §2(a)(13) of the Securities Act of 1933, as amended, or a registered
                investment company.




20


**WHERIFY
      WIRELESS, INC.**





**Investor
      Profile**


**(** ***Must
      be completed by Investor)***





**Section
      A - Personal Investor Information**




Investor
      Name(s):
      ________________________________________________________________________




Individual
      executing Profile or Trustee:
      _______________________________________________________________________




Social
      Security Numbers / Federal I.D. Number:
      ________________________________________________________________________





Date
      of
      Birth: _________________ Marital Status: _________________





Joint
      Party Date of Birth:_________________


Investment
      Experience (Years): ___________





Annual
      Income: _________________


Liquid
      Net Worth:_____________





Net
      Worth: ________________




Investment
                Objectives ***(circle**one or
                more):***
              Long
                  Term Capital Appreciation, Short Term Trading, Businessman’s Risk, Income,
                  Safety of Principal, Tax Exempt Income or
                  other
  Home
        Street Address:
        ________________________________________________________________________




Home
      City, State & Zip Code:
      ________________________________________________________________________




Home
      Phone: ________________________ Home Fax: _____________________




Home
      Email: _______________________________




Employer:
      ________________________________________________________________________




Employer
      Street Address:
      ________________________________________________________________________




Employer
      City, State & Zip Code:
      ________________________________________________________________________




Bus.
      Phone: __________________________ Bus. Fax: _______________________




Bus.
      Email: ________________________________




Type
      of
      Business:
      ________________________________________________________________________




LAIDLAW
      Account Executive / Outside Broker/Dealer:
      _______________________________________________________


21


**WHERIFY
      WIRELESS, INC.**




**Investor
      Profile**


**(** ***Must
      be completed by Purchaser)***





**Section
      B - Entity Investor Information**




Investor
      Name(s):
      ________________________________________________________________________




Authorized
      Individual executing Profile or Trustee:
      _______________________________________________________________________




Social
      Security Numbers / Federal I.D. Number:
      ________________________________________________________________________





Investment
      Experience (Years): ___________





Annual
      Income: _______________





Net
      Worth: ________________





Was
      the
      Trust formed for the specific purpose of purchasing the Units?


[
      ] Yes [
      ] No





Principal
      Purpose (Trust)______________________________________




Type
      of
      Business: ________________________________________________________




Investment
              Objectives **(*circle**one or
              more):***
            Long
                Term Capital Appreciation, Short Term Trading, Businessman’s Risk, Income,
                Safety of Principal, Tax Exempt Income or
                other


Street
      Address:
      ________________________________________________________________________




City,
      State & Zip Code:
      ________________________________________________________________________




Phone:
      ________________________ Fax: ________________________




Email:
      __________________________




Laidlaw
      Account Executive / Outside Broker/Dealer: _______________________________________________________




22


**Section
      C - Form of Payment - Check or Wire Transfer**




____
      Check payable to “ **SIGNATURE
      BANK, AS ESCROW AGENT FOR**  **WHERIFY
      WIRELESS, INC. (DELAWARE)**







____
      Wire
      funds from my outside account according to the “To subscribe for Units in the
      private offering of WHERIFY WIRELESS, INC. (DELAWARE)” (page “i”)




____
      Wire
      funds from my LAIDLAW Account - See following page


____
      The
      funds for this investment are rolled over, tax deferred from
      ____________________ within the Allowed 60-day window





Please
      check if you are a NASD member or affiliate of a NASD member firm:
      ________





**Investor
      Signature _______________________________________**  **Date_______________**




23


**Memorandum**


**Wire
      Transfer Authorization**





TO:  OPERATIONS
      MANAGER


LAIDLAW
      & CO. (UK) LTD.




RE:  Client
      Wire Transfer Authorization


**WHERIFY
      WIRELESS, INC.**





DATE:  ________________









This
      memorandum authorizes the transfer of the following listed funds from my LAIDLAW
      Brokerage Account as follows:


LAIDLAW
                  Brokerage Account #
              ______________________Wire
                  Amount
              $______________________




**SIGNATURE
      BANK**


**261
      Madison Avenue**


**New
      York, NY 10016**




**ABA
      Number: 026-013-576**


**For
      Credit to Signature Bank, as Escrow Agent for**


**Wherify
      Wireless, Inc. (Delaware)**


**Account
      No.:**  **1500893237**




***REFERENCE*** *:*




**PURCHASER
      LEGAL NAME** **______________________________________________________**





**TAX
      ID NUMBER**  **______________________________________________________**





**PURCHASER
      ADDRESS**  **______________________________________________________**





FBO:
      ________________________________________________




Investment
                  Title:
              ________________________________________________Signature:
              ________________________________________________Signature:
              ________________________________________________(Joint
                  Signature)


24