WHERIFY
            WIRELESS, INC.

          CONSULTING
            AGREEMENT

           

        

      

      THIS
        CONSULTING AGREEMENT (this “Agreement”)
        is made and entered into as of January 1, 2004, by and between Wherify Wireless,
        Inc., a California corporation (the “Company”)
        and W. Douglas Hajjar (the “Consultant”).

       

      WHEREAS,
        the Company desires consulting and similar services relating to the Company’s
        business and products; and

       

      WHEREAS,
        the Consultant desires to contract with the Company to perform such
        services;

       

      NOW,
        THEREFORE, in consideration of the mutual covenants hereinafter recited,
        the
        sufficiency of which is hereby acknowledged, the parties agree as
        follows:

       

      1.  Project.
        The Consultant shall serve as a consultant to the Company for a period
        commencing on the date of this Agreement and concluding upon the completion
        of
        the project described in Exhibit A
        (the “Project”)
        unless earlier terminated in accordance with Section 8 of this
        Agreement.

       

      2.  Scope
        of Work.
        The Consultant shall perform the services set forth in Exhibit A
        attached hereto (the “Services”).
        Any additions to or modifications of the Project or the Services shall be
        set
        forth in writing and shall be signed by both parties. The performance of
        services and the compensation for such services necessary to the completion
        of
        such additions or modifications shall be governed by this Agreement unless
        otherwise described in the written agreement of the parties.

       

      3.  Consulting
        Fees.
        The Company agrees to pay the Consultant for the Services in accordance with
        the
        payment schedule set forth in Exhibit B
        attached hereto.

       

      4.  Payments.
        The Company shall pay each invoice submitted hereunder within 15 days of
        receipt
        thereof.

       

      5.  Noncompetition.
        During the term of this Agreement, the Consultant shall not, directly or
        indirectly, participate in or assist any business that is an actual or potential
        competitor of the Company.

       

      6.  Confidentiality.

       

      (a)  Definition.
        For purposes of this Agreement, “Confidential
        Information”
        means any information related to any aspect of the business of the Company
        (including any person or entity directly or indirectly controlled by or
        controlling the Company, or in which any of the aforesaid have at least a
        50%
        interest) which is either (a) information not known by the trade generally,
        even though such information may be disclosed to one or more third parties
        pursuant to agreements entered into by the Company, or (b) is proprietary
        information of the Company, whether of a technical nature or otherwise.
        Confidential Information includes Inventions, inventions, trade secrets,
        original works, findings, reports, disclosures, processes, systems, methods,
        formulae, procedures, concepts, compositions, techniques, drawings, models,
        diagrams, flow charts, research, data, devices, machinery, copyrights, copyright
        applications, patents, patent applications, trademarks, trademark applications,
        intellectual property, instruments, materials, products, patterns, compilations,
        programs, techniques, sequences, designs, research or development activities
        and
        plans, specifications, documentation, algorithms, software, computer programs,
        source code, object code, mask works, costs of production, prices and other
        financial data, volume of sales, promotional methods, marketing plans and
        techniques, identities of and information regarding customers, clients and
        personnel, lists of vendors or suppliers, pricing policies, business plans,
        business opportunities, financial statements and other financial information.
        Confidential Information also includes the confidential or proprietary
        information of the Company’s consultants, vendors, suppliers, partners,
        customers, clients and other parties with which it does business. 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (b)  Nondisclosure.
        The Consultant acknowledges that Confidential Information is of great value
        to
        the Company. Accordingly, the Consultant agrees to hold all Confidential
        Information in confidence and not disclose, use, copy, publish, summarize
        or
        remove from the premises of the Company any Confidential Information. Upon
        the
        expiration or termination of this Agreement, the Consultant agrees (i) to
        promptly deliver to the Company all papers, records, data, notes, drawings,
        files, documents, samples, devices, products, equipment and other materials,
        including copies and in whatever form, relating to the Company that the
        Consultant possesses or creates, whether or not confidential or proprietary,
        (ii) to not disclose, use, copy, publish, summarize or remove from
        the
        premises of the Company any Confidential Information and (iii) to
        promptly
        execute and deliver to the Company the “Termination Certificate” attached hereto
        as Exhibit C.

       

      7.  Inventions
        and Original Works of Authorship.

       

      (a)  Definition.
        For purposes of this Agreement, “Inventions”
        means any and all ideas and discoveries, including, without limitation,
        inventions, trade secrets, original works, findings, reports, disclosures,
        processes, systems, methods, formulae, procedures, concepts, compositions,
        techniques, drawings, models, diagrams, flow charts, research, data, devices,
        machinery, intellectual property, instruments, materials, products, patterns,
        compilations, programs, techniques, sequences, designs, specifications,
        documentation, algorithms, software, computer programs, source code, object
        code
        and mask works, as well as improvements thereof or know-how related thereto,
        whether copyrightable or patentable or not, relating to the business and/or
        field of interest of the Company (including any person or entity directly
        or
        indirectly controlled by or controlling the Company, or in which any of the
        aforesaid have at least a 50% interest).

       

      (b)  Ownership
        and Assignment.
        All Inventions and all original works of authorship (including without
        limitation, software, computer programs, source code, object code and the
        documentation and notes related thereto) made or conceived by the Consultant
        during the term of this Agreement shall be works made for hire and shall
        become
        and remain the sole and exclusive property of the Company. The Consultant
        shall
        promptly notify the Company in writing of all Inventions and original works
        of
        authorship so conceived or made by the Consultant. To the extent that ownership
        of such Inventions and original works of authorship do not automatically
        vest in
        the Company, the Consultant hereby transfers and assigns to the Company all
        right, title and interest in and to the same, whether or not patent or copyright
        applications are filed thereon.

       

      
        
           

        

        
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      (c)  Power
        of Attorney.
        If the Company is unable because of the Consultant’s mental or physical
        incapacity or for any other reason to secure the Consultant’s signature to apply
        for or to pursue any application for any United States or foreign letters
        patent
        or copyright registrations covering Inventions or original works of authorship
        assigned to the Company pursuant to Section 7(b), then the Consultant
        hereby irrevocably designates and appoints the Company and its duly authorized
        officers and agents as the Consultant’s agent and attorney in fact, to act for
        and on the Consultant’s behalf and stead to execute and file any such
        applications and to do all other lawfully permitted acts to further the
        prosecution and issuance of letters patent or copyright registrations
        thereon.

       

      (d)  Further
        Assurances.
        The Consultant shall execute such documents as the Company shall reasonably
        require to evidence and confirm the transfer of rights to the Company made
        under
        this Agreement.

       

      8.  Termination.
        Either party shall have the right to terminate this Agreement at any time
        upon
        30 days written notice. In the event of any termination of this Agreement,
        the
        Company shall make payments to the Consultant for all work performed in
        accordance with the terms and conditions of this Agreement up to the date
        of
        termination, and the Consultant shall immediately return to the Company,
        without
        limitation, all documents, drawings and any other items of whatever nature
        supplied to the Consultant by the Company or owned by the Company pursuant
        to
        this Agreement. Sections 6 through 22 of this Agreement shall survive any
        termination of this Agreement.

       

      9.  Independent
        Contractor/Taxes.
        The Consultant is not an agent or employee of the Company and is not authorized
        to act on behalf of the Company. Except as required by a final determination
        by
        the Internal Revenue Service or state taxing authority and upon due notice
        to
        the other party, the Consultant and the Company each agrees that it will
        treat
        the Consultant as an independent contractor for tax purposes and file all
        tax
        and information returns and pay all applicable taxes on that basis.

       

      10.  Indemnification.
        The Company agrees to indemnify the Consultant pursuant to the terms attached
        hereto as Exhibit
        D.

       

      11.  Prior
        Contracts.
        The Consultant represents that except as disclosed in writing to the Company,
        (a) there are no other contracts to assign Inventions that are now in existence
        between any other party and the Consultant, and (b) the Consultant has no
        employments, consultancies or undertakings which would restrict or impair
        the
        Consultant’s performance of this Agreement.

       

      
        
           

        

        
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      12.  Assignment.
        The rights and liabilities of the parties hereto shall bind and inure to
        the
        benefit of their respective successors, heirs, executors and administrators,
        as
        the case may be; provided, however, that as the Company has specifically
        contracted for the services to be provided by the Consultant hereunder, the
        Consultant may not assign or delegate the Consultant’s obligations under this
        Agreement either in whole or in part without the prior written consent of
        the
        Company.

       

      13.  Governing
        Law; Consent to Jurisdiction.
        This Agreement shall be governed by and construed in accordance with the
        laws of
        the State of California applicable to contracts made between California
        residents and wholly to be performed in California. The Consultant hereby
        submits to the sole jurisdiction and venue of the courts of the State of
        California for purposes of any action or proceeding relating to this
        Agreement.

       

      14.  Injunctive
        Relief.
        The Consultant acknowledges and agrees that damages will not be an adequate
        remedy in the event of a breach of any of the Consultant’s obligations under
        this Agreement. The Consultant therefore agrees that the Company shall be
        entitled (without limitation of any other rights or remedies otherwise available
        to the Company and without the necessity of posting a bond) to obtain an
        injunction from any court of competent jurisdiction prohibiting the continuance
        or recurrence of any breach of this Agreement. 

       

      15.  Arbitration.
        Any controversy or claim arising out of, or relating to, this Agreement or
        the
        breach of this Agreement will be settled by arbitration by, and in accordance
        with the applicable Commercial Arbitration Rules of the American Arbitration
        Association and judgment upon the award rendered by the arbitrator(s) may
        be
        entered in any court having jurisdiction. The arbitrator(s) will have the
        right
        to assess, against a party or among the parties, as the arbitrator(s) deem
        reasonable, (a) administrative fees of the American Arbitration Association,
        (b)
        compensation, if any, to the arbitrator(s) and (c) attorneys’ fees incurred by a
        party. Arbitration hearings will be held in San Mateo County, California.
        The
        provisions of California Code of Civil Procedure Section 1283.05 will
        apply
        to any arbitration.

       

      16.  Headings.
        The headings in this Agreement are intended principally for convenience and
        shall not, by themselves, determine the rights and obligations of the parties
        to
        this Agreement.

       

      17.  Attorneys’
        Fees.
        If any party seeks to enforce its rights under this Agreement by legal
        proceedings or otherwise, the non-prevailing party shall pay all costs and
        expenses of the prevailing party.

       

      18.  Notices.
        All notices, requests, demands, and other communications required by, or
        made in
        connection with, this Agreement or the transactions contemplated by this
        Agreement, shall be in writing and shall be deemed to have been duly given
        on
        the date of delivery, if delivered in person, or three days after mailing
        if
        mailed by certified or registered mail, postage prepaid, return receipt
        requested, addressed as follows:

       

      
        
           

        

        
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          	If to the Company:	
                  Wherify Wireless, Inc.

                  2000
                    Bridge Parkway, Suite 201

                  Redwood
                    Shores, CA 94065

                  Attention:
                    President

                
	 	 
	If to the Consultant:	The address listed on the signature
                  page
                  hereto.


        

      

         


      Such
        addresses may be changed, from time to time, by means of a notice given in
        the
        manner provided in this Section 17.

       

      19.  Severability.
        If any provision of this Agreement is held to be unenforceable for any reason,
        such provision shall be adjusted rather than voided, if possible, in order
        to
        achieve the intent of the parties to the maximum extent possible. In any
        event,
        all other provisions of this Agreement shall be deemed valid and enforceable
        to
        the full extent possible.

       

      20.  Waiver.
        The waiver of any term or condition contained in this Agreement by any party
        to
        this Agreement shall not be construed as a waiver of a subsequent breach
        or
        failure of the same term or condition or a waiver of any other term or condition
        contained in this Agreement.

       

      21.  Counterparts.
        This Agreement may be executed in two or more counterparts, each of which
        shall
        be deemed an original, but all of which together shall constitute one and
        the
        same instrument.

       

      22.  Entire
        Agreement; Modifications.
        Except as otherwise provided herein or in the exhibits hereto, this Agreement
        represents the entire understanding among the parties with respect to the
        subject matter of this Agreement, and this Agreement supersedes any and all
        prior and contemporaneous understandings, agreements, plans, and negotiations,
        whether written or oral, with respect to the subject matter hereof, including,
        without limitation, any understandings, agreements, or obligations respecting
        any past or future compensation, bonuses, reimbursements, or other payments
        to
        the Consultant from the Company. All modifications to the Agreement must
        be in
        writing and signed by each of the parties hereto.

      


       

      [Remainder
        of Page Intentionally Left Blank.]

       

       

      
        
           

        

        
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      IN
        WITNESS WHEREOF, the parties hereto have executed this Consulting Agreement
        as
        of the date first written above.

       

      
        	 	 	 
	Company:	
                WHERIFY
                  WIRELESS, INC.

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Timothy
                J. Neher, President


      

       

      
        
          	 	 	
                
	Consultant:	
                   
                    

                  
                    

                  
W. Douglas
                  Hajjar
	 	 
	 	Address:	
                  134 Shore Drive West

                  New
                    Seabury, MA 02649

                  508.477.3177
                    (phone)

                  508.539.3931
                    (fax)

                


        

         

      

      
        
           

        

        
          6

          
            

          

        

        
           

        

      


      EXHIBIT A

       

      PROJECT
        AND SCOPE OF SERVICES

       

      The
        Company hereby retains the Consultant as a financial advisor to the Company.
        The
        Consultant’s Services to the Company shall include, without limitation,
        advising, and as appropriate, assisting the Company in evaluating and executing
        the Company’s strategic alternatives including negotiations related to such
        alternatives.

       

      The
        Consultant shall report to the Company’s Chief Executive Officer and Board of
        Directors. The Consultant shall provide services at the Company’s offices or at
        such other place and time as the Company and the Consultant may mutually
        determine.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      EXHIBIT B

       

      CONSULTING
        FEES

       

      The
        Company shall pay the Consultant a retainer of $10,000 per full month of
        Services.

       

      The
        Company shall issue to the Consultant promptly following the date of this
        Agreement an option to purchase 100,000 shares of the Company’s Common Stock at
        the then fair market value of such shares pursuant to the Company’s standard
        form of Nonqualified Stock Option Agreement under the Company’s 1999 Stock
        Option Plan, as amended. The option shall vest ratably on a monthly basis
        over
        the 36 month period commencing on the date of this Agreement, and shall cease
        to
        vest upon termination of this Agreement for any reason. Notwithstanding the
        above, the option shall vest immediately with respect to all of the shares
        covered by the option upon a “Change
        of Control,”
        which shall mean the occurrence of any one of the following: (i) any “person”,
        as such term is used in Section 13(d) and 14(d) of the Securities Exchange
        Act
        of 1934, as amended (the “Exchange
        Act”)
        (other than the Company, a subsidiary, an affiliate, or a Company employee
        benefit plan, including any trustee of such plan acting as trustee) is or
        becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
        Act), directly or indirectly, of securities of Company representing 50% or
        more
        of the combined voting power of Company’s then outstanding securities; or (ii) a
        sale of assets involving 75% or more of the fair market value of the assets
        of
        Company as determined in good faith by the Board of Directors of Company;
        or
        (iii) any merger, reorganization or other transaction of Company whether
        or not
        another entity is the survivor, pursuant to which holders of all the shares
        of
        capital stock of Company outstanding prior to the transaction hold, as a
        group,
        less than 50% of the shares of capital stock of Company outstanding after
        the
        transaction; provided, however, that a transaction the sole purpose of which
        is
        to change the Company’s state of incorporation or to raise capital for the
        Company shall not constitute a Change in Control.

       

      Upon
        the closing of a Change of Control during the term of this Agreement, or
        within
        six months thereafter, in which the acquiring person or entity is introduced
        to
        the Company by the Consultant (a “Qualified
        Sale Transaction”),
        the Company shall pay to the Consultant in cash at the closing a transaction
        fee
        (the “Acquisition
        Fee”)
        equal to 2% of the aggregate consideration paid to the Company’s shareholders in
        the Qualified Sale Transaction. If the consideration paid to the Company’s
        shareholders in such Qualified Sale Transaction is in whole or part in the
        form
        of securities, the value of such securities, for purpose of calculating the
        Acquisition Fee, shall be the fair market value of such securities as determined
        in good faith by the Company’s Board of Directors; provided, however, that if
        any of such securities are then trading on an existing public trading market,
        the value of such securities shall be determined by the average of the closing
        sales price for the five trading days prior to closing of the Change of Control.
        If the consideration paid to the Company’s shareholders in such Qualified Sale
        Transaction is paid in installments or pursuant to certain contingencies
        such as
        an escrow, the Acquisition Fee shall be paid in one or more installments
        at such
        time and in proportion as the consideration is actually paid to the Company’s
        shareholders. Upon introducing any potential acquiring person or entity to
        the
        Company, the Consultant and the Company must acknowledge in writing that
        a
        Qualified Sale Transaction involving such person or entity would give rise
        to
        the accrual of an Acquisition Fee.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      EXHIBIT C

       

      TERMINATION
        CERTIFICATE

       

      This
        is to certify that I do not have in my possession, nor have I failed to return,
        any papers, records, data, notes, drawings, files, documents, samples, devices,
        products, equipment, designs, computer programs or other materials, including
        copies and reproductions of any of the aforementioned items, in whatever
        form,
        relating to Wherify Wireless, Inc. (the “Company”),
        whether or not confidential or proprietary.

       

      I
        further certify that I have complied with all the terms of the Consulting
        Agreement by and between the Company me dated January 1, 2004 (the “Consulting
        Agreement”).

       

      Moreover,
        I acknowledge and agree that, in compliance with the Consulting Agreement,
        I
        will hold in confidence and will not disclose, use, copy, publish, summarize
        or
        remove from the premises of the Company any “Confidential Information” (as
        defined in the Consulting Agreement).

       

      


      Date:
        ____________________

       

       

      
        
          	
                  
                    

                  

                  W. Douglas
                    Hajjar

                


        

      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
         

      

      EXHIBIT D

       

      INDEMNIFICATION

       

      Recognition
        that transactions of the type contemplated in this engagement sometimes result
        in litigation and that the Consultant’s role is advisory in nature, the Company
        agrees to indemnify and hold harmless the Consultant from and against any
        losses, claims damages and liabilities related to or arising in any manner
        out
        of any transaction, proposal or any other matter (collectively, a “Matter”)
        contemplated by this Agreement, and will promptly reimburse the Consultant
        for
        all reasonable and documented expenses (including reasonable and documented
        fees
        and expense of legal counsel) incurred in connection with the investigation
        of
        or defense of any pending or threatened claim related to or arising in any
        manner out of any Matter contemplated by this Agreement, or any action or
        proceeding arising therefrom (collectively, “Proceedings”).
        Notwithstanding the foregoing, the Company shall not be liable in respect
        of any
        losses, claims, damages, liabilities or expenses that a court of competent
        jurisdiction shall have determined by final judgment resulted primarily from
        the
        gross negligence, bad faith or willful misconduct of the Consultant. The
        Company
        further agrees that it will not, without the prior written consent of Consultant
        (which consent will not be unreasonably withheld or delayed) settle, compromise
        or consent to the entry of any judgment in any pending or threatened Proceeding
        in respect of which indemnification may be sought hereunder, unless such
        settlement, compromise or consent includes an unconditional release of
        Consultant from all liability arising out of such Proceeding. Consultant
        agrees
        that he will not settle, compromise or consent to the entry of any judgment
        in
        any pending or threatened Proceeding in respect of which indemnification
        may be
        sought hereunder without the prior written consent of the Company (which
        consent
        shall not be unreasonably withheld).

       

      Promptly
        after receipt by the Consultant of notice of any complaint or the commencement
        of any Proceeding with respect to which indemnification is being sought
        hereunder, Consultant will notify the Company of such complaint or of the
        commencement of such Proceeding. The failure to notify the Company will not
        relieve the Company from any liability which the Company may have hereunder,
        except to the extent that such failure results in the forfeiture by the Company
        of substantial rights and defense in respect of such Proceeding. If the Company
        so elects, the Company will assume the defense of such Proceeding, including
        the
        employment of counsel reasonably satisfactory to Consultant and the payment
        of
        fees and expense of such counsel. In any Proceeding the defense of which
        the
        Company assumes, the Consultant will have the right to participate in such
        litigation and to retain his own counsel at the Consultant’s expense unless (i)
        the Company shall have agreed to pay the fees and expenses of counsel to
        Consultant, (ii) the Company shall have failed to employ counsel reasonably
        satisfactory to Consultant or to assume the defense of the Proceeding in
        a
        timely manner or (iii) Consultant reasonably determines in his reasonable
        judgment that having common counsel would present actual or potential conflicts
        of interest, including situation in which there are one or more legal defenses
        available to Consultant that are different from or addition to those available
        to the Company, in which case Consultant may employ separate counsel to
        represent or defend him in such proceeding and the Company will pay the
        reasonable fees and expenses of not more than one separate counsel.