Unassociated Document

101 Hudson Street

Suite 3700

Jersey City, NJ 07302

April 21, 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:

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.

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 21^st day of April, 2006.

Wherify Wireless, Inc.

By:	/s/ Timothy Neher

Name:	Timothy Neher
Title:	Chief Executive Officer



cc: Stanley Rowland, Esq. via Fax (415) 837-1516