101
              Hudson Street
              Suite
                3700

              Jersey
                City, NJ 07302

            


    

    


    



      June
        2,
        2006


    


    


    VIA
      FEDERAL EXPRESS 

    AND
      FAX (650) 551-5225

    


    
      	
              Wherify
                Wireless, Inc.

            
	
              2000
                Bridge Parkway, Suite 201

            
	
              Redwood
                Shores, CA 94065

            
	
              Attention: Timothy
                Neher

            


    

    


    Re: Amendment
      to Secured Convertible Debentures

    


    Dear
      Mr.
      Neher:

    


    This
      letter will memorialize the agreement by and between Wherify Wireless, Inc.,
      a
      Delaware corporation (the “Company”),
      and
      Cornell Capital Partners, LP, a Delaware Limited Partnership (the “Holder”),
      in
      connection with amendments to the March 10, 2006 7% Secured Convertible
      Debenture issued to the Holder in the original face amount of $2,500,000 and
      the
      March 14, 2006 7% Secured Convertible Debenture issued to the Holder in the
      original face amount of $2,500,000 (collectively referred to as the
“Convertible
      Debentures”).
      All
      capitalized terms herein, unless otherwise indicated, shall have the meaning
      ascribed to them in the Convertible Debentures. 

    


    The
      parties hereby amend the Convertible Debentures as follows:

    


    


    
      	1.  	
              Interest
                Payments.
                The Company shall, in its sole discretion, make any interest payment
                due
                in either (i) cash, or (ii) after the Effective Date, in common stock
                at
                the Fixed Conversion Price, provided that the effectiveness of the
                Underlying Share Registration Statement has not lapsed for any reason.
                In
                no circumstances shall the Holder have any discretion in whether
                interest
                paid by the Company is in the form of cash or in common stock.
                

            


    

    


    
      	2.  	
              Default
                Conversion Price.
                Section 3(c)(xii) of the Convertible Debentures shall be deleted
                in its
                entirety and replaced with the
                following:

            


    

    


    Section
      3(c)(xii).
      If an
      Event of Default occurs and remains uncured twelve months after the Original
      Issue Date (as defined in Section 5) of this Debenture, the Fixed Conversion
      Price shall be switched to the Default Conversion Price. The Default Conversion
      Price shall be equal to $0.65. The Obligor agrees that the date that full
      consideration was paid for this Debenture shall remain the Original Issue Date.
      The Company shall provide an opinion letter from counsel within two (2) days
      of
      written request by the Holder stating that the date full consideration was
      paid
      for this Debenture is the Original Issue Date. In the event that counsel to
      the
      Company fails or refuses to render an opinion as required to issue the
      conversion shares in accordance with this paragraph (either with or without
      restrictive legends, as applicable), then the Company irrevocably and expressly
      authorizes counsel to the Holder to render such opinion and shall authorize
      the
      Obligor’s transfer agent to accept and be entitled to rely on such opinion for
      the purposes of issuing the conversion shares.

    
      



        
          	3.  	
                  Principal
                    Payments.
                    The Scheduled Payment amount set forth under the Section titled
                    Monthly Payments in the Convertible Debentures shall mean an
                    aggregate amount between each of the Convertible
                    Debentures.

                


        


      


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    This
      letter agreement shall solely have the effect specifically described above
      and
      shall have no effect on any other terms or conditions of the Convertible
      Debentures. 

    



      
        	 	 	 
	 	Cornell
                Capital
                Partners, LP
	 
 	 
 	 
 
	 	
                By:

              	
                Yorkville
                  Advisors, LLC

              
	 	
                Its:


              	
                General
                  Partner

              
	 	 	 
	 	
                By:

              	
                /s/
                  Mark Angelo

              
	 	
              	
                

              
	
                 

              	Name:	
                 Mark
                  Angelo

              
	
                 

              	
                Title:

              	
                 President
                  and Portfolio
                  Manager

              


      


     

    

        
          	 	 	 
	Agreed
                  and
                  acknowledged on this 2nd
                  day of June, 2006.	 
	 	 
	Wherify Wireless, Inc.	 
	 
 	 
 	 
	By:  	/s/
                  Timothy Neher	 
	
                	
                  

                	 
	Name: 	 Timothy Neher	 
	
                  Title: 

                	 Chief
                  Executive Officer	 
	
                   

                   

                	 
	 	 	 
	 	 	 
	
                   cc:
                     Stanley
                    Rowland, Esq.

                  via
                    Fax (415) 837-1516