August 3, 2007 Jacqueline Nevilles

August
      3,
      2007           


Xxxxxxxxxx
      Xxxxxxxx
5900
      Granite Xxxx Ct
Granite
      Bay, CA 95746

Dear
      Xxxxxxxxxx:

We
      are
      very pleased to invite you to join Wherify Wireless, Inc. (the “Company”). This
      letter shall serve to set forth the terms of employment offered to you by the
      Company and to acknowledge your acceptance of the employment on such terms
      as
      detailed below. This letter (“Agreement”) shall become effective upon the
      mutually agreed upon start date of your employment with the
      Company.

Duties
      and Responsibilities.
      You
      shall serve as Treasurer and Chief Financial Officer of the Company with
      functional responsibility over the Company’s financial, human resources and
      investor relations’ functions. You shall render such business and professional
      services in the performance of your duties, consistent with your position and
      the Bylaws of the Company and as shall reasonably be assigned to you by the
      Company’s Chief Executive Officer and/or the Board of Directors. You shall
      report directly to the Chief Executive Officer. This offer is for a full time
      position, located at the headquarters of the Company in San Mateo, California.
      
 
Compensation.
      During
      the period beginning as of the Effective Time the Company shall pay you as
      compensation for your services an initial annual base compensation of $175,000.
      Thereafter, your compensation shall be subject to periodic review and
      adjustment, at least annually, by the Chief Executive Officer. Your salary
      shall
      be paid in accordance with the Company’s customary payroll practice, subject to
      applicable withholding. You also have the ability to earn $75,000 bonus
      annually. Your milestones for the bonus will be established by the Chief
      Executive Officer in conjunction with the Board of Directors. The Company has
      full discretion to pay up to 50% of any bonus in registered stock.
 
Benefits
      and Vacation.
      You
      will be eligible to receive the Company’s standard 
employee
      benefits package, including its medical insurance, dental insurance, vision
      insurance and disability insurance, and to accrue paid vacation and holidays
      under the Company’s vacation plan. Your vacations shall be scheduled at a
      mutually agreeable time for the Company and yourself, provided that you shall
      receive not less than 10 days of paid vacation per year and such days shall
      accrue if not used as provided by company policy.
 

 
 

          
        
 
 
Director
      and Officer Insurance.
      The
      Company shall obtain and maintain coverage for you under a director and officer
      insurance policy during the term of your employment that is equal to or
      comparable to the same coverage to the Company’s other executive officers and in
      amount and upon terms customary to similarly situated companies. 
 
Expenses.
      The
      Company shall reimburse you for reasonable travel and other expenses incurred
      by
      you in the furtherance of or in connection with the performance of your duties
      on behalf of the Company in accordance with the Company’s expense reimbursement
      policy as in effect from time to time. 
 
Stock
      Option.
      The
      senior management of the Company will recommend that the Board of Directors
      grant you an option to purchase up to 500,000 shares of the Company’s Common
      Stock under the terms of the Company’s 2004 Stock Option Plan and shall be
      exercisable for a period of ten (10) years. Options typically are granted at
      the
      next meeting of the Company’s Board of Directors following your commencement of
      employment. The exercise price for this option will be the fair market value
      of
      the Company’s Common Stock on the grant date of such option. Each stock option
      grant will be in the form of incentive stock options in the maximum amount
      permitted by applicable law. Following your formal written acceptance of the
      stock option grant, the option will vest in accordance with the following
      schedule:

(i)
      the
      option will vest with respect to twenty five percent of the total number of
      shares purchasable upon exercise of the option (25% of the total option grant)
      after 12 months of continuous employment; and 
(ii)
      the
      option will vest with respect to an additional 1/48th of the option shares
      and
      has an exercise price of $.016. 

Employee
      Confidential Information and Inventions Agreement.
      To
      enable the Company to safeguard its proprietary and confidential information,
      it
      is a condition of employment that you agree to sign the Company’s standard form
      of “Employee Confidential Information and Inventions Agreement.” A copy of this
      Agreement will be forwarded to you for your review. We understand that you
      are
      likely to have signed similar agreements with prior employers, and wish to
      impress upon you that the Company does not want to receive the confidential
      or
      proprietary information of others, and will support you in respecting your
      lawful obligations to prior employers.
 
At-Will
      Employment.
      Should
      you decide to accept our offer, you will be an “at-will” employee of the
      Company. This means that either you or the Company may terminate the employment
      relationship with or without cause at any time. Participation in any stock
      option, benefit, compensation or incentive program does not change the nature
      of
      the employment relationship, which remains “at-will”.
 
 
 

          
        
 
 
Voluntary
      Termination; Termination for Cause. In
      the
      event that your employment with the Company is terminated voluntarily by you
      or
      for Cause by the Company, then (i) all options which have been vested shall
      continue to be exercisable in accordance with the terms of the Company’s stock
      option plan and applicable legal requirements; (ii) all payments of Base Salary
      accrued but unpaid on the date of termination, as well as all expenses incurred
      to the date of termination, shall be due and payable to within the required
      timeframe allowed by law and all further compensation by the Company to you
      hereunder shall terminate as of the date of termination; and (iii) you shall
      be
      entitled to continue medical and dental insurance coverage for yourself and
      your
      dependents, at your expense, at the same level of coverage as was provided
      to
      you under the Company’s insurance plan immediately prior to termination (“Health
      Care Coverage”) by electing COBRA continuation coverage (“COBRA”) in accordance
      with applicable law.
 
Termination
      without Cause or resignation as a result of Constructive
      Termination.
      In the
      event that your employment with the Company is terminated by the Company without
      Cause or through your resignation as a result of Constructive Termination,
      then
      (i) all options which have been vested shall continue to be exercisable in
      accordance with the terms of the Company’s stock option plan and applicable
      legal requirements; (ii) all payments of Base Salary accrued but unpaid on
      the
      date of termination, as well as all expenses incurred to the date of
      termination, shall be due and payable to you immediately; (iii) unvested options
      will forfeit back to the Company on the date of termination; (iv) the Company
      will pay to you a severance payment, in a lump sum, equal to your Base Salary
      for a period of (6) months and (v) the Company shall be responsible for all
      costs relating to maintaining your Health Care Coverage for you and you
      dependents under COBRA during the severance period. The company shall continue
      medical and dental insurance coverage for yourself and your dependents, at
      their
      expense, in accordance with applicable COBRA law. 

Complete
      Offer and Agreement.
      This
      letter contains our complete understanding and agreement regarding the terms
      of
      your employment by the Company. There are no other, different or prior
      agreements or understandings on this or related subjects. Changes to the terms
      of your employment can be made only in a writing signed by you and an authorized
      executive of the Company, although it is understood that the Company may, from
      time to time, in its sole discretion, adjust the salaries, incentive
      compensation and benefits paid to you and its other employees, as well as job
      titles, locations, duties, responsibilities, assignments and reporting
      relationships.
 
 
 

          
        
 
 
 
Start
      Date; Acceptance of Offer.
      We hope
      that you will accept this offer, and begin your full-time employment at Wherify
      by August 6, 2007. If our offer is acceptable to you, please sign the enclosed
      copy of this letter in the space indicated and return it to me at your earliest
      convenience.
 
Xxxxxx,
      our team was impressed by your accomplishments and potential, and we are
      enthusiastic at the prospect of your joining us. I look forward to your
      contributions to the growth and success of Wherify.
 
Sincerely,



Xxxxxxx
      Xxxxxxx
Chief
      Executive Officer

 

 
ACCEPTANCE
      OF EMPLOYMENT OFFER:
 
I
      accept
      the offer of employment by Wherify Wireless, Inc. on the terms described in
      this
      letter.
 

 
Signature:
      __________________________________________
                                          
      Xxxxxxxxxx Xxxxxxxx
 
Date: ______________
 
My
      start
      date will be: __________________________________
 
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August 3, 2007 Jacqueline Nevilles

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