SEPARATION
      AGREEMENT AND MUTUAL RELEASE

    


    This
      SEPARATION AGREEMENT AND MUTUAL RELEASE (hereinafter referred to as the
“Agreement” and/or “Separation Agreement and Mutual Release”) is made and
      entered into by and between Timothy Neher (hereinafter referred to as "Mr.
      Neher") and Wherify Wireless, Inc. (hereinafter referred to as "WHERIFY") on
      the
      date appearing next to Mr. Neher’s name on the final page hereof (the “Effective
      Date”). (Mr. Neher and WHERIFY are hereinafter collectively referred to as the
“Parties.”)

     

    RECITALS

     

    A.
      Mr.
      Neher, who is employed by WHERIFY, and WHERIFY have mutually decided not to
      enter into an employment contract extension and he is therefore
      resigning.

     

    B.
      In
      order to smooth Mr. Neher’s transition and in order to provide closure for the
      Parties, WHERIFY desires to provide Mr. Neher with certain benefits and Mr.
      Neher desires to accept such benefits, all on the terms and conditions set
      forth
      below.

     

    NOW,
      THEREFORE, in consideration of the premises and promises herein contained,
      the
      adequacy and receipt of which are hereby acknowledged by both Parties, the
      Parties agree as follows:

     

    AGREEMENTS

     

    1. Resignation
      :
      Mr.
      Neher hereby resigns his employment as of the Effective Date and thereafter
      shall cease to hold any office or title at WHERIFY. In addition, he hereby
      acknowledges that the agreement covers all compensation, including vacation,
      earned by him during his employment with WHERIFY. Mr. Neher also acknowledges
      that he remains subject to all SEC laws and regulations, including but not
      limited to section 144, regarding his ownership in WHERIFY.

     

    2.
      Monetary
      Separation Benefits From WHERIFY:
      In
      consideration for Mr. Neher’s signing and complying with this Agreement, WHERIFY
      shall:

     

    (a) 
      Pay to
      Mr. Neher continuation pay in the amount of $282,000 (“the Amount”) through
      normal payroll processing such that the Amount shall be paid in twenty-six
      (26)
      payments in the gross amount of $10,846, payable every two weeks beginning
      November 23, 2007 and ending November 14, 2008, subject to regular payroll
      deductions and withholding; provided,
      however,
      that if
      WHERIFY has more than $2,500,000 cash in company bank accounts , Mr. Neher
      will
      receive any then-remaining payments on an accelerated basis.

     

    (b)
       Reimburse
      Mr. Neher, to the same extent as for employees, for any premiums paid by him
      through December 31, 2008, to continue his WHERIFY employee medical benefits
      pursuant to the laws known as COBRA and/or Cal-COBRA. 

     

    (c) Mr.
      Neher
      may retain the personal computer provided to him by WHERIFY.

     

    d)
      Notwithstanding
      the terms of any award or granting agreement or instrument, Mr. Neher shall
      have
      ninety (90) days from the date of the last payment of this agreement to
      exercise any and all Vested Options.

     

    Mr.
      Neher
      acknowledges that it is his intent and understanding that he is entitled to
      no
      additional severance or separation benefits other than as expressly provided
      for
      in this Agreement.

     


    
      
        
        

      

      
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    3.
      Taxes:
      Mr.
      Neher acknowledges and agrees that WHERIFY has made no representations to him
      regarding the tax consequences of any amounts or benefits received by his
      pursuant to this Agreement. Mr. Neher also acknowledges that he is solely
      responsible for payment of all taxes, state, federal and/or local, if any,
      for
      which he may be liable on the amounts or benefits he receives pursuant to this
      Agreement. He also agrees to indemnify and hold harmless WHERIFY, and all of
      its
      employees, principals and agents, from and against any and all loss, cost,
      damage, or expense, including, but not limited to, attorney’s fees incurred by
      any of them, arising out of his failure to pay the taxes, if any, for which
      he
      is liable.

     

    4. Mutual
      Release Of Claims: 

     

    (a) As
      a
      material inducement to Mr. Neher to enter into this Agreement, WHERIFY (on
      behalf of itself, its successors, and assigns) hereby releases and forever
      discharges Mr. Neher and his heirs, assigns, representatives, attorneys,
      insurers, and all persons or entities acting by, through, under or in concert
      with any of them, of and from any and all liabilities, claims, obligations,
      promises, agreements, demands, damages, actions, charges, complaints, costs,
      losses, debts and expenses (including attorney’s fees and costs actually
      incurred), and causes of action of every kind, known or unknown, disclosed
      or
      undisclosed, matured or unmatured, which WHERIFY may have now or in the future
      arising from any act or omission or condition arising prior to its signing
      this
      Agreement, including, but not limited to, all claims under state, federal,
      or
      common law, whether based in contract, tort, statute or otherwise, and
      including, but not limited to, claims in any way related to Mr. Neher's
      employment by WHERIFY or the termination of such employment; provided, however,
      that this Separation Agreement and Mutual Release does not release any claims
      that cannot lawfully be released by this Agreement, and does not impact any
      right that it may have pursuant to any WHERIFY benefit plan, including any
      stock
      option plan.

     

    (b) As
      a
      material inducement to WHERIFY to enter into this Agreement, Mr. Neher (on
      behalf of himself, his heirs, and assigns) hereby releases and forever
      discharges WHERIFY and its former, current, and future owners, officers,
      directors, trustees, employees, agents, assigns, representatives, attorneys,
      insurers, and all persons or entities acting by, through, under or in concert
      with any of them (collectively “Releases”), of and from any and all liabilities,
      claims, obligations, promises, agreements, demands, damages, actions, charges,
      complaints, costs, losses, debts and expenses (including attorney’s fees and
      costs actually incurred), and causes of action of every kind, known or unknown,
      disclosed or undisclosed, matured or unmatured, which Mr. Neher may have now
      or
      in the future arising from any act or omission or condition arising prior to
      his
      signing this Agreement, including, but not limited to, all claims under state,
      federal, or common law, whether based in contract, tort, statute or otherwise,
      and including, but not limited to, claims of discrimination and claims in any
      way related to Mr. Neher's employment by WHERIFY or the termination of such
      employment. Notwithstanding the foregoing, this Separation Agreement and Mutual
      Release does not release any claims that cannot lawfully be released by this
      Agreement, and does not impact any vested right that Mr. Neher may have pursuant
      to any WHERIFY benefit plan; this Separation Agreement and Mutual Release does
      not impact any future shareholder rights that would be in force should Mr.
      Neher
      exercise his stock options, for example, and this Separation Agreement and
      Mutual Release does not release WHERIFY of its obligation to fully indemnify
      and
      defend Mr. Neher against any future claims or lawsuits in which he is named
      as a
      result of his actions on behalf of WHERIFY in the course and scope of his
      responsibilities while employed by WHERIFY or acting as a director of WHERIFY.
      

     

    (c) All
      items
      hereby released are hereinafter collectively referred to as the
“Claims.”

     


    
      
        
        

      

      
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    5.
      Covenant
      Not To Pursue Complaints:
      Mr.
      Neher represents that he has not filed any complaints, charges, claims, or
      actions against any Releasees with any state, federal, or local agency or court
      or any other forum.

     

    6.
      Waiver
      Of Unknown Claims:
      The
      Parties understand and agree that the released Claims include not only Claims
      presently known to the Parties but also include all unknown or unanticipated
      Claims. The Parties knowingly and voluntarily waive any and all rights or
      benefits that they may now have, or in the future may have, under the terms
      of
      Section 1542 of the California Civil Code, which provides as
      follows:

     

    A
      general release does not extend to claims which the creditor does not know
      or
      suspect to exist in his or his favor at the time of executing the release,
      which
      if known by his or his must have materially affected his or his settlement
      with
      the debtor.

     

    7.
      Confidential/Proprietary
      Information, Etc.:
      

     

    (a) At
      all
      times, Mr. Neher will hold in strictest confidence and will not disclose, use,
      lecture upon or publish any of WHERIFY's Proprietary Information (defined
      below), unless an officer of WHERIFY expressly authorizes such in writing,
      provided, however, that
      this
      restriction shall not apply to any Proprietary Information that (a) becomes
      known generally to the public through no fault of Mr. Neher; (b) is required
      by
      applicable law, legal process, or any order or mandate of a court or other
      governmental authority to be disclosed; or (c) is reasonably believed by Mr.
      Neher, based upon the advice of legal counsel, to be required to be disclosed
      in
      defense of a lawsuit or other legal or administrative action brought against
      Mr.
      Neher; provided,
      that in
      the case of clauses (b) or (c) above, Mr. Neher shall give the Board of
      Directors of WHERIFY reasonable advance written notice of the Proprietary
      Information intended to be disclosed and the reasons and circumstances
      surrounding such disclosure, in order to permit WHERIFY to seek a protective
      order or other appropriate request for confidential treatment of the applicable
      Proprietary Information.
      He will
      obtain WHERIFY's written approval before publishing or submitting for
      publication any material (written, oral, or otherwise) that relates to his
      work
      at WHERIFY and/or incorporates any Proprietary Information. He hereby assigns
      to
      WHERIFY any rights he may have or acquire in such Proprietary Information and
      recognize that all Proprietary Information shall be the sole property of WHERIFY
      and its assigns. 

     

    (b) The
      term
      "Proprietary Information" shall mean any and all confidential and/or proprietary
      works of authorship, knowledge, data, designs or information of WHERIFY. By
      way
      of illustration but not limitation, "Proprietary Information" includes (i)
      patents, trademarks, trade secrets, inventions, copyrights, mask works,
      processes, formulas, source and object codes, data, programs, other works of
      authorship, know-how, improvements, discoveries, developments, designs, artwork,
      techniques, and any other intellectual property that is protectable under United
      States or foreign laws (hereinafter collectively referred to as "Inventions");
      and (ii) research, development, new products, marketing and selling, business
      plans, budgets and unpublished financial statements, licenses, prices and costs,
      suppliers and customers; and (iii) information regarding the skills and
      compensation of employees and contractors of WHERIFY. Notwithstanding the
      foregoing, it is understood that, at all times, Neher is free to use information
      which is generally known in the trade or industry, which is not gained as result
      of a breach of this Agreement, and his own, skill, knowledge, know-how and
      experience to whatever extent and in whichever way he wishes.

     


    
      
        
        

      

      
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    (c) The
      term
      "Proprietary Rights" shall mean all copyright, trade secret, patent, mask work
      and other intellectual property rights throughout the world. 

     

    (d) Mr.
      Neher
      hereby assigns to WHERIFY all his right, title and interest in and to any and
      all Inventions (and all Proprietary Rights with respect thereto) whether or
      not
      patentable or registrable under copyright or similar statutes, made or conceived
      or reduced to practice or learned by him, either alone or jointly with others,
      relating to the business of WHERIFY. Inventions assigned to WHERIFY, or to
      a
      third party as directed by WHERIFY, are hereinafter referred to as "Company
      Inventions." 

     

    (e) Mr.
      Neher
      also agrees to assign all his right, title and interest in and to any particular
      Company Invention to a third party, including without limitation the United
      States, as directed by WHERIFY.

     

    (f) Mr.
      Neher
      acknowledges that all original works of authorship made by him (solely or
      jointly with others) within the scope of his employment and which are
      protectable by copyright are "works made for hire," pursuant to United States
      Copyright Act (17 U.S.C., Section 101).(g) As
      of the
      Effective Date, Mr. Neher shall have returned to WHERIFY all keys, computers,
      and credit cards belonging to WHERIFY and any other property belonging to
      WHERIFY, including
      intellectual property and other Proprietary Information.
      Such
      property includes, but is not limited to, all
      computer files,
      documents, letters, notes, programs, software, media, photographs, lists,
      manuals, records, notebooks, and similar repositories containing Proprietary
      Information, including all copies thereof, whether prepared by Mr. Neher or
      others. 

     

    (h) Mr.
      Neher
      acknowledges that he remains bound by any proprietary and/or confidential
      information agreement signed by him in conjunction with his employment or other
      affiliation with WHERIFY except to the extent, if any, that such agreement
      conflicts herewith, in which case this Agreement shall control.

     

    8.
      Non-Disparagement:
      Mr.
      Neher agrees that he will not disparage WHERIFY or any of the other Releasees;
      WHERIFY agrees that its executive officers and members of its Board of Directors
      will not disparage Mr. Neher.

     

    9.
      No
      Future Employment:
      Mr.
      Neher hereby waives any right he may have to reinstatement or future employment
      by WHERIFY, and Mr. Neher agrees not to seek such employment and not to perform
      any work for WHERIFY unless such restrictions are cancelled or modified by
      mutual consent.

     

    


     

    11.
      No
      Reliance On Other Representations:
      Mr.
      Neher represents and acknowledges that in executing this Agreement, he does
      not
      rely and has not relied upon any representation or statements made by any of
      the
      Releasees with regard to the subject matter, basis, or effect of this Agreement
      or otherwise beyond those expressly contained herein. Mr. Neher represents
      that
      he has carefully read and fully understands all provisions of this Agreement,
      and that he is voluntarily entering into this Agreement after adequate time
      to
      consider its terms. 

     

    12.
      Miscellaneous:
      In
      further consideration of this Agreement, Mr. Neher and WHERIFY agree as
      follows:

     


    
      
        
        

      

      
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    (a)
      The
      terms mentioned in the preceding paragraphs of this Agreement are the entire
      and
      only consideration for it, and each of the Parties shall be responsible for
      payment of his or its own attorney’s fees, costs, and legal expenses, if
      any;

     

    (b)
      The
      language of all parts of this Agreement shall in all cases be construed as
      a
      whole, according to its fair meaning, and not strictly for or against any of
      the
      Parties;

     

    (c)
      This
      Agreement is entered into in the State of California and shall be construed
      and
      interpreted in accordance with its law;

     

    (d)
      The
      various provisions of this Agreement are severable and if any is unenforceable,
      at law or in equity, that provision may be severed, leaving the others remaining
      in full force and effect;

     

    (e)
      Headings
      contained in this Agreement are for convenience only and shall not be considered
      for any purpose in construing the Agreement;

     

    (f)
      This
      Agreement may only be modified by a written agreement identified as an
      amendment/modification to this Agreement and signed by the Parties hereto;
      and


     

    (g)
      This
      Agreement contains the entire agreement between the Parties to it with regard
      to
      the matters set forth in it and shall be binding upon and inure to the benefit
      of the executors, administrators, personal representatives, heirs, successors
      and assigns of each. This Agreement fully supersedes any and all negotiations,
      and all prior written, oral, or implied agreements or understandings between
      the
      Parties pertaining to the subject matters hereof.

     

    [Remainder
      of page intentionally left blank.]

     

    PLEASE
      READ CAREFULLY. THIS SEPARATION 

    AGREEMENT
      AND MUTUAL RELEASE INCLUDES

    A RELEASE
      OF ALL KNOWN AND UNKNOWN CLAIMS.

     

    


    


    
      	
              DATED:
                

            	     	
            	    

	 	 	     	
              Timothy
                Neher

            
	 	 	     	 
	 	 	     	 
	 	
            	     	    

	
              DATED:

            	     	 	
              WHERIFY
                WIRELESS, INC.

            


    

    


    


    


     

    
      	 	
              By:

            	
                  
                

            
	 	 	
              Vincent
                Sheeran

            
	 	 	     
	 	 	     
	 	 	
              Chief
                Executive Officer

            


    

    


    
      
        
        

      

      
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