8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: March 30, 2007

(Date of earliest event reported)

________________________________

SEQUIAM CORPORATION

(Exact Name of Registrant as Specified in Charter)

________________________________

California	333-45678	33-0875030
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

300 Sunport Lane

Orlando, Florida 32809

(Address of Principal Executive Offices)

(407) 541-0773

(Registrant's telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 1 - REGISTRANT’S BUSINESS AND OPERATIONS

Item 1.01.Entry into a Material Definitive Agreement.

A.Refinancing.

On March 30, 2007, Sequiam Corporation (the “Company”) closed a debt transaction (the “Financing”) with Biometrics Investors, LLC (“Biometrics”). Pursuant to the Financing, the Company and Biometrics amended and restated that Second Amended, Restated and Consolidated Senior Secured Term Note, dated November 1, 2005, made by the Company to Lee Harrison Corbin, Attorney In Fact for the Trust under the Will of John Svenningsen, in the original principal amount plus interest of $3,965,119 (the “Original Note”), which was recently transferred to Biometrics, to provide for $2,500,000 of additional funding subject to the satisfaction of certain conditions (“Term Loan A”). The aggregate principal amount of Term Loan A (which includes $3,965,119 from the Original Note”) is $6,500,000. In connection with the Financing, Biometrics provided the Company with written notice that it was no longer in default of the Original Note.

Term Loan A shall be disbursed by Biometrics to the Company in a series of ten disbursements, each in the amount of $250,000, payable every other week, which shall be disbursed based on the Company’s satisfaction of the conditions stated in Paragraphs 4(a) and (b) of that certain Agreement by and between the Company and Biometrics, dated March 30, 2007 (the “Loan Agreement”), including the issuance by the Company to Biometrics of a warrant exercisable for 65,719,041 shares of the Company’s common stock at an exercise price of $.01 per share (the “Initial Warrant”). Biometrics, in its sole discretion, may elect to advance Term Loan A in greater amounts or on an accelerated funding schedule. On March 30, 2007, the Company issued the Initial Warrant to Biometrics in accordance with the Loan Agreement.

The $6,500,000 promissory note issued to Biometrics (“Term Note A”) has a term of two years. Interest shall be payable monthly in arrears commencing on May 1, 2007, and on the first day of each consecutive calendar month thereafter at a rate of 12% per annum. The outstanding principal balance under Term Note A is payable on April 15, 2009 and it is secured by all of the Company’s assets.

The Initial Warrant is subject to adjustment for stock splits, stock dividends or similar events. Biometrics may request and, if requested, the Company has agreed to file one or more registration statements with the U.S. Securities and Exchange Commission covering the all or part of the shares issuable upon the exercise of the Initial Warrant.

Subject to the terms and conditions of the Loan Agreement, Biometrics agreed to make a second term loan to the Company in the principal amount of $5,000,000 (“Term Loan B”). Term Loan B shall consist of a series of advances not to exceed, in the aggregate, $5,000,000, which shall be disbursed to the Company based on its satisfaction of the conditions stated in Paragraphs 4(a) and (c) of the Loan Agreement, including the issuance by the Company to Biometrics of a warrant exercisable for 39,431,424 shares of the Company’s common stock at an exercise price of $.01 per share (the “Additional Warrant”). The Additional Warrant will not be issued to Biometrics until such time as the Company determines that it is in its best interest to borrow additional funds from Biometrics pursuant to Term Loan B. If any amounts are funded pursuant to Term Loan B, the outstanding principal balance under Term Loan B will be payable on April 15, 2009 and will be secured by all of the Company’s assets.

The Additional Warrant is subject to adjustment for stock splits, stock dividends or similar events. Biometrics may request and, if requested, the Company has agreed to file one or more registration statements with the U.S. Securities and Exchange Commission covering the all or part of the shares issuable upon the exercise of the Additional Warrant.

General Conditions.

The following conditions (collectively, the “General Advance Conditions”) must be satisfied for any advance of Term Loan A or Term Loan B:

·   Biometrics shall have received, by at least twelve o’clock noon (12:00 noon) Chicago time on the day on which an advance is requested to be made hereunder, a telephonic request from an officer of the Company (or any person authorized by the Company pursuant to a written list provided to Biometrics), for an advance in a specific amount, together will all required schedules, certificates and reports;

·   No Event of Default shall have occurred and be continuing or be caused by the making of such advance;

·   All of the representations and warranties contained in the Loan Agreement and certain other ancillary documents, including the representations and warranties regarding the Company’s intellectual property, shall be true and correct in all material respects as if made on the date the request for an advance is made;

·   Biometrics shall have received, in form and substance satisfactory to it, the Pledge Agreements, the Subsidiary Guarantees and the Subordination Agreements, and those agreements must be in full force and effect at any time that an advance of the Loans is requested;

·   Biometrics shall have received a Waiver and Consent in a form satisfactory to Biometrics from each of the Company’s existing Series A Preferred Shareholders and Series B Preferred Shareholders identified; and

·   Biometrics shall have received, in form and substance satisfactory to it, all certificates, orders, authorities, consents, affidavits, schedules, instruments, security agreements, financing statements, mortgages and other documents which are provided for under the Loan Agreement, or which Biometrics may at any time request in a commercially reasonable manner.

Term Loan A Conditions.

The following conditions must be satisfied before Biometrics will make any advance from the Term Loan A:

·   Following the execution of the Loan Agreement, Biometrics shall conduct due diligence with respect to the Company’s intellectual property and the Company’s rights to use its intellectual property to commercialize technology (the “IP Due Diligence”). On or before that date which will occur forty five (45) days after the date of the Loan Agreement, Biometrics shall advise the Company in writing as to whether the IP Due Diligence has disclosed a condition or facts which Biometrics, in its sole discretion, regards as having the potential to result in a material adverse effect on the financial condition of the Company (an "IP Diligence Issue"). Biometrics’ notice to the Company of the existence of an IP Diligence Issue shall constitute evidence that a condition precedent to the funding of Term Loan A related to IP Due Diligence has not been satisfied and no further advance of either Term Loan A or Term Loan B shall be made unless and until the IP Diligence Issue is resolved to Biometrics’ satisfaction. In the event that Biometrics determines, in its sole discretion, that it and the Company have not reached a satisfactory resolution of the IP Diligence Issue or in the event that Biometrics and the Company have not agreed upon a plan for the protection of the Company’s intellectual property within a period of thirty (30) days following the date of Biometrics’ notice to the Company regarding the IP Diligence Issue, then Biometrics may declare an Event of Default under the Loan Agreement.

·   Biometrics shall have received the Initial Warrant;

·   Biometrics shall have received the Registration Rights Agreement duly executed by the Company;

·   Biometrics shall have received evidence of an amendment to the Company’s Articles of Incorporation to increase the amount of Company’s authorized common stock;

·   Biometrics shall have received a shareholders agreement providing for the election of two additional directors to the Company’s Board of Directors designated by Biometrics; and

·   The General Advance Conditions must be satisfied as of the time of the proposed advance.

Term Loan B Conditions.

The following conditions must be satisfied for any Term Loan B advance:

·   Biometrics must have received from the Company and approved the Company’s annual budget and EBITDA Projections for the calendar year during which the advance is requested, and the Company’s cumulative EBITDA for the portions of that calendar year occurring before the month in which the advance is requested must be equal to or in excess of the Company’s projected EBITDA for those months;

·   Biometrics shall have received the Additional Warrants registered in the name of Biometrics;

·   The General Advance Conditions must be satisfied as of the time of any Term Loan B advance; and

·   at least one of the following conditions must be satisfied; either:

(A) Advances from Term Loan B may be requested for the purpose of obtaining inventory for sale subject to other conditions;

(B) Advances from Term Loan B may be requested for the purpose of obtaining working capital by advancing against royalty payments or other forms of income; in each such case, the Company and Biometrics shall agree upon a formula to advance against such royalty payments or other forms of income; or

(C)Biometrics has, in its sole discretion, agreed to make an advance from Term Loan B.

In the Company’s opinion, the issuance and sale of the Initial Warrant, described above, was exempt from registration under the Securities Act in reliance upon Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”). Biometrics is an accredited investor. Biometrics had an opportunity to ask management questions about the Company and had adequate access to information about the Company. No sales of securities involved the use of an underwriter and no commissions were paid in connection with the issuance or sale of any securities.

The principal documents involved in the transaction are the Loan Agreement, a Master Security Agreement, Term Notes A and B, an Initial and Additional Common Stock Purchase Warrant, a Registration Rights Agreement, a Second Amended and Restated Stock Pledge Agreement, a Shareholders Agreement, a Grant of Security Interest in Patents and Trademarks for the Company and certain of its subsidiaries, a Subsidiary Guaranty from each of the Company’s Subsidiaries, a Subordination Agreement from Mark Mroczkowski and Nick VandenBrekel to Biometrics, each of which is dated as of March 30, 2007 and a copy of which is attached hereto as an exhibit to this report.

A copy of the press release relating to the foregoing is set forth as Exhibit 99.1 to this report and is incorporated herein by reference.

The attached Loan Agreement has been included to provide you with information regarding its terms. It is not intended to provide any other factual information about the Company. The attached Loan Agreement contains representations and warranties the parties thereto made to and solely for the benefit of each other. The assertions embodied in those representations and warranties are qualified by information in confidential disclosure schedules that the parties have exchanged in connection with signing the attached Loan Agreement. Accordingly, you should not rely on the representations and warranties as characterizations of the actual state of facts, since they were only made as of the date of the attached Loan Agreement and are modified in important part by the underlying disclosure schedules. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the attached Loan Agreement.

B.Series B Waiver and Consent.

 In connection with the Financing described above, the Company’s Series B Preferred Shareholders and Warrant Holders (the “Series B Holders”) consented to the Financing and acknowledged that the consummation of the Financing did not give rise to a termination or default under the Series B Preferred Stock Purchase Agreement, the Certificate of Determination, the Warrants or the Registration Rights Agreement, each of which is dated as of May 17, 2006. The Series B Holders further agreed waived: (a) their rights to participate in the Financing; (b) anti-dilution rights, and (c) registration rights. The Series B Holders also consented to an increase in the authorized common shares of the Company and to the termination of the Registration Rights Agreement.

C.Series A Waiver and Consent.

In connection with the Financing described above, the Company’s Series A Preferred Shareholders and Warrant Holders (the “Series A Holders”) consented to the Financing and acknowledged that the consummation of the Financing did not give rise to a termination or default under the Series A Preferred Stock Purchase Agreement or the Warrants, each of which is dated as of November 30, 2005. The Series A Holders further agreed to waive their rights of participation in the Financing and to any anti-dilution rights. The Series A Holders also consented to an increase in the authorized common shares of the Company

D.Shareholder Actions.

In connection with the Financing described above, 51.54% of the common shareholders voted and agreed in to increase the Board of Directors of the Company and its subsidiaries from three to five members and further agreed to vote that the two additional directors will be representatives designated by Biometrics for so long as Biometrics remains a shareholder of the Company.

In connection with the Financing described above, above, 51.54% of the common shareholders voted and agreed in an Action by Written Consent of Shareholders to Amend the Company’s articles of incorporation to increase the authorized common shares from 200 million shares to 400 million shares.

SECTION 2 - FINANCIAL INFORMATION

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in response to Item 1.01 of this Current Report on Form 8-K is hereby incorporated herein by reference.

SECTION 3 - SECURITIES AND TRADING MARKETS

Item 3.02.Unregistered Sales of Equity Securities.

Since the Company filed its Form 10-QSB for the fiscal quarter ended September 31, 2006, it has issued 684,000 shares of common stock for web development services, and 322,581 shares of common stock in a private placement.

The information provided in response to Item 1.01 of this Current Report on Form 8-K is hereby incorporated herein by reference.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01.Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

Not applicable.

(b) Pro Forma Financial Information.

Not applicable.

(c)Exhibits.

4.1 Registration Rights Agreement, dated March 30, 2007, by and between Sequiam Corporation and Biometrics Investors, LLC.

4.2 Initial Common Stock Purchase Warrant, dated March 30, 2007, and issued by Sequiam Corporation, in favor of Biometrics Investors, LLC.

4.3 Additional Common Stock Purchase Warrant, undated and un-issued by Sequiam Corporation, in favor of Biometrics Investors, LLC.

10.1 Loan Agreement, dated March 30, 2007, between Sequiam Corporation and Biometrics Investors, LLC.

10.2 Term Note A, dated March 30, 2007, made by Sequiam Corporation in favor of Biometrics Investors, LLC.

10.3 Term Note B, undated, and unexecuted by Sequiam Corporation in favor of Biometrics Investors, LLC.

10.4 Master Security Agreement, dated March 30, 2007, by and among, Constellation Biometrics Corporation, Biometric Security (PTY) Ltd., Sequiam East, Inc. in favor of Biometrics Investors, LLC.

10.5 Subsidiary Guaranty, dated March 30, 2007, by and among Sequiam Software, Inc., Sequiam Biometrics, Inc., Sequiam Education, Inc., Sequiam Sports, Inc., and Fingerprint Detection Technologies, Inc. Constellation Biometrics Corporation, Biometric Security (PTY) Ltd., Sequiam East, Inc. in favor of Biometrics Investors, LLC.

10.6 Grant of Security Interest in Patents and Trademarks, dated March 30, 2007, by and between Sequiam Corporation and Biometrics Investors, LLC.

10.7 Grant of Security Interest in Patents and Trademarks, dated March 30, 2007, by and between Sequiam Biometrics, Inc. and Biometrics Investors, LLC.

10.8 Grant of Security Interest in Patents and Trademarks, dated March 30, 2007, by and between Sequiam Software, Inc. and Biometrics Investors, LLC.

10.9 Grant of Security Interest in Patents and Trademarks, dated March 30, 2007, by and between Sequiam Sports, Inc. Biometrics Investors, LLC.

10.10 Grant of Security Interest in Patents and Trademarks, dated March 30, 2007, by and between Fingerprint Detection Technologies, Inc. and Biometrics Investors, LLC.

10.11 Second Amended and Restated Stock Pledge Agreement, dated March 30, 2007 by and among Sequiam Corporation, Sequiam Software, Inc., Sequiam Biometrics, Inc., Sequiam Education, Inc., Sequiam Sports, Inc, Fingerprint Detection Technologies, Inc. Constellation Biometrics Corporation, Biometric Security (PTY) Ltd., Sequiam East, Inc., and Biometrics Investors, LLC.

10.12 Subordination Agreement, dated March 30, 2007, by and among Mark Mroczkowski, Nick VandenBrekel and Biometrics Investors, LLC.

10.13 Shareholders Agreement by and among Sequiam Corporation, Biometrics Investors, L.L.C., and such other shareholders of the Company that become a party hereto

10.14 Waiver and Consent by Series B Preferred Shareholders and Warrant Holders

10.15 Waiver and Consent by Series A Preferred Warrant Holders

99.1 Press release of Sequiam Corporation, dated April 5, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SEQUIAM CORPORATION

Date: April 5, 2007By: /s/ Mark L. Mroczkowski

Name: Mark L. Mroczkowski

Title: Executive Vice President and Chief Financial Officer

EX-4.1

Exhibit 4.1

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Registration Rights Agreement”) is made and entered into as of March 30, 2007 by and between Sequiam Corporation, a California corporation (the “Company”), and Biometrics Investors, L.L.C., a Delaware limited liability company (“Biometrics”).

This Registration Rights Agreement is made pursuant to the Agreement dated as of the date hereof between the Company and Biometrics (the “Agreement”).

The Company and Biometrics hereby agree as follows:

1. Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Agreement shall have the meanings given such terms in the Agreement. As used in this Registration Rights Agreement, the following terms shall have the following meanings:

“Advice” shall have the meaning set forth in Section 6(d).

“Demand Date” means the date on which a written demand for the filing of a Registration Statement is made pursuant to Section 2(a).

“Demand Registration” shall have the meaning set forth inSection 2(a).

“Effectiveness Date” means, with respect to each Registration Statement required to be filed hereunder, the 90^th calendar day following the Demand Date (the 120^th calendar day in the case of a review by the Commission of such Registration Statement); provided, however, in the event the Company is notified by the Commission that a Registration Statement will not be reviewed or is no longer subject to further review and comments, the Effectiveness Date as to such Registration Statement shall be the 5^th Trading Day following the date on which the Company is so notified if such date precedes the dates required above.

“Effectiveness Period” shall have the meaning set forth in Section 2(c).

“Filing Date” means 30^th calendar day following the Demand Date.

“Holder” or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.

“Indemnified Party” shall have the meaning set forth in Section 5(c).

“Indemnifying Party” shall have the meaning set forth in Section 5(c).

“Losses” shall have the meaning set forth in Section 5(a).

“Plan of Distribution” shall have the meaning set forth in Section 2(c).

“Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“Registrable Securities” means, as of the date in question, (i) all shares of Company common stock issuable upon exercise of the Initial Warrants and the Additional Warrants, (ii) any additional shares issuable in connection with any anti-dilution provisions associated with the Initial Warrants and the Additional Warrants (without giving effect to any limitations on exercise set forth in the Initial Warrants and the Additional Warrants) and (iii) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the Initial Warrants and the Additional Warrants.

“Registration Statement” means any registration statement required to be filed under Section 2(a) and 2(b) hereof, including the Prospectus, amendments and supplements to such registration statement(s) or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement(s).

“Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Selling Shareholder Questionnaire” shall have the meaning set forth in Section 3(a).

2. Registration

(a) Subject to the other provisions set forth in this Agreement, at any time following the date hereof, the Holders of at least 25% of the Registrable Securities may request registration under the Securities Act of all or part of their Registrable Securities. Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered. Within ten (10) days after receipt of any such request, the Company will give written notice of such requested registration to all other Holders and will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the receipt of the Company’s notice. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations” for an offering to be made on a continuous basis pursuant to Rule 415.

(b) The Holders will be entitled to request an unlimited number of Demand Registrations until such time as all of the Registrable Securities are sold by the Holders pursuant to a Registration Statement, provided that the Holders shall not request a Demand Registration until the later of (i) six months after the effective date of any prior Registration Statement, or (ii) sixty days after all registrable securities registered pursuant to any prior Registration Statement have been sold. The total number of shares of Registrable Securities that may be registered by the Holders or any other person with respect to any Demand Registration shall not exceed the maximum number of shares that the Commission will permit, at the time of the Demand Registration, to be registered pursuant to Rule 415 for an at the market offering to be made on a continuous basis by or on behalf of a person or persons other than the Company or any company that is a parent or subsidiary of the Company.

(c) Each Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain a “Plan of Distribution” satisfactory in form and substance to the Holders of at least 85% of the Registrable Securities included in such Registration Statement. Subject to the terms of this Registration Rights Agreement, the Company shall use its best efforts to cause a Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until (i) all Registrable Securities covered by such Registration Statement have been sold, or may be sold without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders, or (ii) the holders of at least 85% of the Registrable Securities covered by such Registration Statement that remain unsold consent in writing to the withdrawal of such Registration Statement (the “Effectiveness Period”). The Company shall request effectiveness of a Registration Statement as of 5:00 pm Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile of the effectiveness of a Registration Statement on the same Trading Day that the Company confirms effectiveness with the Commission, which shall be the date requested for effectiveness of a Registration Statement. The Company shall, by 9:30 am Eastern Time on the Trading Day after the Effective Date (as defined in the Agreement), file a final Prospectus with the Commission as required by Rule 424.

3. Registration Procedures.

In connection with the Company’s registration obligations hereunder, the Company shall:

(a) Not less than 5 Trading Days prior to the filing of each Registration Statement and not less than 1 Trading Day prior to the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference), the Company shall, (i) furnish to each Holder copies of all such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders, and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to each Holder to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith, provided that, the Company is notified of such objection in writing no later than 5 Trading Days after the Holders have been so furnished copies of a Registration Statement or 1 Trading Day after the Holders have been so furnished copies of any related Prospectus or amendment or supplement thereto. Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Registration Rights Agreement as Annex A (a “Selling Shareholder Questionnaire”) not less than 2 Trading Days prior to each Filing Date or by the end of the fourth Trading Day following the date on which such Holder receives draft materials in accordance with this Section.

(b) (i) Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities in accordance with the terms and conditions of this Registration Rights Agreement; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Registration Rights Agreement), and as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Registration Statement or any amendment thereto and as promptly as reasonably possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to a Registration Statement (provided that the Company may excise any information contained therein which would constitute material non-public information as to any Holder which has not executed a confidentiality agreement with the Company); and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration Statement during the applicable period in accordance (subject to the terms of this Registration Rights Agreement) with the intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus as so supplemented.

(c) Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible (and, in the case of (i)(A) below, not less than 1 Trading Day prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than 1 Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed; (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement; and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission or any other Federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information; (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (vi) the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus; provided that any and all of such information shall remain confidential to each Holder until such information otherwise becomes public, unless disclosure by a Holder is required by law; provided, further, notwithstanding each Holder’s agreement to keep such information confidential, the Holders make no acknowledgement that any such information is material, non-public information.

(d) Use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

(e) Furnish to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission.

(f) Subject to the terms of this Registration Rights Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(c).

(g) If NASDR Rule 2710 requires any broker-dealer to make a filing prior to executing a sale by a Holder, the Company shall (i) make an Issuer Filing with the NASDR, Inc. Corporate Financing Department pursuant to proposed NASDR Rule 2710(b)(10)(A)(i), (ii) respond within 5 Trading Days to any comments received from NASDR in connection therewith, and (iii) pay the filing fee required in connection therewith.

(h) Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.

(i) If requested by the Holders, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by the Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may request.

(j) Upon the occurrence of any event contemplated by this Section 3, as promptly as reasonably possible under the circumstances taking into account the Company’s good faith assessment of any adverse consequences to the Company and its shareholders of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(c) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 3(j) to suspend the availability of a Registration Statement and Prospectus for a period not to exceed 60 calendar days (which need not be consecutive days) in any 12 month period.

(k) Comply with all applicable rules and regulations of the Commission.

(l) The Company may require each selling Holder to furnish to the Company a certified statement as to the number of Common Shares beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive control over the Shares.

4. Registration Expenses. All fees and expenses incident to the performance of or compliance with this Registration Rights Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Shares is then listed for trading, (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (C) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with NASD Regulation, Inc. Pursuant to the NASD Rule 2710, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in a Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Registration Rights Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Registration Rights Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

5. Indemnification

(a) Indemnification by the Company. The Company shall, notwithstanding any termination of this Registration Rights Agreement, indemnify and hold harmless each Holder, the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Shares), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, shareholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, or (2) any violation or alleged violation by the Company of the Securities Act, Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Registration Rights Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it is being understood that the Holder has approved the Plan of Distribution) or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Registration Rights Agreement of which the Company is aware.

(b) Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extent that such information relates to such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

(c) Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Registration Rights Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have prejudiced the Indemnifying Party.

An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

Subject to the terms of this Registration Rights Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within 10 Trading Days of written notice thereof to the Indemnifying Party; provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is judicially determined to be not entitled to indemnification hereunder.

(d) Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Registration Rights Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the proceeds actually received by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, except in the case of fraud by such Holder.

The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

6. Miscellaneous

(a) Remedies. In the event of a breach by the Company or by a Holder, of any of their respective obligations under this Registration Rights Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Registration Rights Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Registration Rights Agreement. The Company and each Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Registration Rights Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.

(b) No Piggyback on Registrations. Except as set forth on Schedule 6(b) attached hereto, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in the Registration Statements required to be filed under Section 2 other than the Registrable Securities.

(c) Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

(d) Discontinued Disposition. Each Holder agrees by its acquisition of Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(c)(iii) through (vi), such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.

(e) Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, then the Company shall send to each Holder a written notice of such determination and, if within 15 days after the date of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that, the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144(k) promulgated under the Securities Act or that are the subject of a then effective Registration Statement.

(f) Amendments and Waivers. The provisions of this Registration Rights Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and each Holder of the then outstanding Registrable Securities. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders and that does not directly or indirectly affect the rights of other Holders may be given by Holders of all of the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the immediately preceding sentence.

(g) Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the Agreement.

(h) Successors and Assigns. This Registration Rights Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations hereunder without the prior written consent of all of the Holders of the then-outstanding Registrable Securities. Each Holder may assign their respective rights hereunder in the manner and to the Persons as permitted under the Agreement.

(i) No Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on or after the date of this Registration Rights Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing the rights granted to the Holders in this Registration Rights Agreement or otherwise conflicts with the provisions hereof. Except as set forth on Schedule 6(i), neither the Company nor any of its subsidiaries has previously entered into any agreement granting any registration rights with respect to any of its securities to any Person that have not been satisfied in full.

(j) Execution and Counterparts. This Registration Rights Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

(k) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Registration Rights Agreement shall be determined in accordance with the provisions of the Agreement.

(l) Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.

(m) Severability. If any term, provision, covenant or restriction of this Registration Rights Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(n) Headings. The headings in this Registration Rights Agreement are for convenience only, do not constitute a part of this Registration Rights Agreement and shall not be deemed to limit or affect any of the provisions hereof.

(o) Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert with respect to such obligations or the transactions contemplated by this Registration Rights Agreement. Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Registration Rights Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

(Signature page continues on the next page)

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

COMPANY:

SEQUIAM CORPORATION, a California corporation

By:

Name:

Title:

BIOMETRICS:

BIOMETRICS INVESTORS, L.L.C., a Delaware limited liability company

By:

Name: Roger Brown

Title: Manager

LIST OF SCHEDULES

6(b)-List of entities that may include securities of the Company in the Registration Statement(s)

6(i)-List of entities with which the Company and/or its subsidiaries have previously entered into agreement(s) granting registration rights with respect to any of the Company and/or the Company’s subsidiaries’ securities that have not been satisfied in full.

SCHEDULE 6(b)

SCHEDULE 6(i)

ANNEX A

SEQUIAM CORPORATION

Selling Securityholder Notice and Questionnaire

The undersigned beneficial owner of common shares, par value $.001 per share (the “Common Shares”), of Sequiam Corporation, a California corporation (the “Company”) (the “Registrable Securities”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form SB-2 (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of March 30, 2007 (the “Registration Rights Agreement”), by and between the Company and Biometrics named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus.

NOTICE

The undersigned beneficial owner (the “Selling Securityholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by it and listed below in Item 3 (unless otherwise specified under such Item 3) in the Registration Statement.

The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:

QUESTIONNAIRE

1. Name.

(a) Full Legal Name of Selling Securityholder

(b) Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities Listed in Item 3 below are held:

(c) Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by the questionnaire):

2. Address for Notices to Selling Securityholder:

Telephone:

Fax:

Contact Person:

3. Beneficial Ownership of Registrable Securities:

(a) Type and Number of Registrable Securities beneficially owned (not including the Registrable Securities that are issuable pursuant to the Agreement):

4. Broker-Dealer Status:

(a) Are you a broker-dealer?

Yes o No o

(b) If “yes” to Section 4(a), did you receive your Registrable Securities as compensation for investment banking services to the Company.

Yes o No o

Note: If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

(c) Are you an affiliate of a broker-dealer?

Yes o No o

(d) If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?

Yes o No o

Note: If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

5. Beneficial Ownership of Other Securities of the Company Owned by the Selling Securityholder.

Except as set forth below in this Item 5, the undersigned is not the beneficial or registered owner of any securities of the Company other than the Registrable Securities listed above in Item 3.

(a) Type and Amount of Other Securities beneficially owned by the Selling Securityholder:

6. Relationships with the Company:

Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

State any exceptions here:

The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective.

By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus.

IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated:	Beneficial Owner:
	By:
		Name:
		Title:

PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:

EX-4.2

Exhibit 4.2

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON SHARES PURCHASE WARRANT

To Purchase 65,719,041 Common Shares of

SEQUIAM CORPORATION

THIS COMMON SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Biometrics Investors, L.L.C., a Delaware limited liability company (“Biometrics”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sequiam Corporation, a California corporation (the “Company”), up to 65,719,041 common shares (the “Warrant Shares”), par value $.001 per share, of the Company (the “Common Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1. Definitions. Capitalized terms used and not otherwise defined herein that are defined in that certain Agreement (the “Agreement”), dated March30, 2007, by and between the Company and Biometrics shall have the meanings given such terms in the Agreement. As used in this Warrant, the following terms shall have the following meanings:

“Alternate Consideration” shall have the meaning set forth in Section 3(e).

“Base Share Price” shall have the meaning set forth in Section 3(b).

“Board of Directors” shall mean the Board of Directors of the Company.

“Business Day” means any day except Saturday, Sunday, any day which shall be a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Buy-In” shall have the meaning set forth in Section 2(d)(v).

“Common Shares Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Shares, including, without limitation, any debt, preferred shares, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares.

“Dilutive Issuance” shall have the meaning set forth in Section 3(b).

“Dilutive Issuance Notice” shall have the meaning set forth in Section 3(b).

“DWAC” shall have the meaning set forth in Section 2(d)(ii).

“Exempt Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company to the extent approved by the members of the Board of Directors that have been designated by Biometrics, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise, exchange or conversion price of any such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by members of the Board of Directors that have been designated by Biometrics.

“Exercise Price” shall have the meaning set forth in Section 2(b).

“Fundamental Transaction” shall have the meaning set forth in Section 3(e).

“Holder” or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.

“Notice of Exercise Form” shall mean the Notice of Exercise Form annexed hereto.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Trading Day” means a day on which the Common Shares are traded on a Trading Market.

“Trading Market” means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the Nasdaq Capital Market, the American Stock Exchange, the New York Stock Exchange, the Nasdaq National Market or the OTC Bulletin Board.

“Variable Rate Transaction” shall mean a transaction in which the Company issues or sells (i) any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Shares either (A) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares of Common Shares at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Shares or (ii) enters into any agreement, including, but not limited to, an equity line of credit, whereby the Company may sell securities at a future determined price.

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Shares are then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Shares for such date (or the nearest preceding date) on the Trading Market on which the Common Shares are then listed or quoted for trading as reported by Bloomberg Financial L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time); (b)  if the OTC Bulletin Board is not a Trading Market, the volume weighted average price of the Common Shares for such date (or the nearest preceding date) on the OTC Bulletin Board; (c) if the Common Shares are not then quoted for trading on the OTC Bulletin Board and if prices for the Common Shares are then reported in the “Pink Sheets” published by Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Shares so reported; or (d) in all other cases, the fair market value of a share of Common Shares as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company, each as approved by the Board of Directors.

“Warrant Register” shall have the meaning set forth in Section 4(c).

“Warrant Share Delivery Date” shall have the meaning set forth in Section 2(d)(ii).

Section 2. Exercise.

a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy of the Notice of Exercise Form (or such other office or agency of the Company as it may designate by notice in writing to the Holder); and, within 3 Trading Days of the date said Notice of Exercise is delivered to the registered Holder at the address of such Holder appearing on the books of the Company, the Company shall have received payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within 3 Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within 1 Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

b) Exercise Price. The exercise price per share of the Common Shares under this Warrant shall be $0.01, subject to adjustment hereunder (the “Exercise Price”).

c) Cashless Exercise. If at any time after one year from the date of issuance of this Warrant there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) = the VWAP on the Trading Day immediately preceding the date of such election;

(B) = the Exercise Price of this Warrant, as adjusted; and

(X) = the number of Warrant Shares issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of a cash exercise rather than a cashless exercise.

Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).

d) Mechanics of Exercise.

i. Authorization of Warrant Shares. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

ii. Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (“Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vii) prior to the issuance of such shares, have been paid.

iii. Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

iv. Rescission Rights. If the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 2(d)(iv) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

v. Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) Common Shares to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the Common Shares so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of Common Shares that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Common Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing Common Shares upon exercise of the Warrant as required pursuant to the terms hereof.

vi. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which Holder would otherwise be entitled to purchase upon such exercise, the Company shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

vii. Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder; and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

viii. Closing of Books. The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

Section 3. Certain Adjustments.

a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (A) pays a stock dividend or otherwise make a distribution or distributions on its Common Shares or any other equity or equity equivalent securities payable in Common Shares (which, for avoidance of doubt, shall not include any Common Shares issued by the Company upon exercise of this Warrant), (B) subdivides outstanding Common Shares into a larger number of shares, (C) combines (including by way of reverse stock split) outstanding Common Shares into a smaller number of shares, or (D) issues by reclassification of Common Shares any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Common Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of Common Shares outstanding immediately after such event and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

b) Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase or sell or grant any right to reprice its securities, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Shares or Common Shares Equivalents entitling any Person to acquire Common Shares, at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Shares or Common Shares Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive Common Shares at an effective price per share which is less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance), then the Exercise Price shall be reduced and only reduced to equal the Base Share Price and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment. Such adjustment shall be made whenever such Common Shares or Common Shares Equivalents are issued. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 3(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Shares or Common Shares Equivalents subject to this section, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise.

c) Subsequent Rights Offerings. If the Company, at any time while the Warrant is outstanding, shall issue rights, options or warrants to all holders of Common Shares (and not to the Holder) entitling them to subscribe for or purchase Common Shares at a price per share less than the VWAP at the record date mentioned below, then the Exercise Price shall be multiplied by a fraction, of which the denominator shall be the number of Common Shares outstanding on the date of issuance of such rights or warrants plus the number of additional Common Shares offered for subscription or purchase, and of which the numerator shall be the number of Common Shares outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered (assuming receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAP. Such adjustment shall be made whenever such rights or warrants are issued, and shall become effective immediately after the record date for the determination of shareholders entitled to receive such rights, options or warrants.

d) Pro Rata Distributions. If the Company, at any time prior to the Termination Date, shall distribute to all holders of Common Shares (and not to the Holder) evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe for or purchase any security other than the Common Shares (which shall be subject to Section 3(b)), then in each such case the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the record date fixed for determination of shareholders entitled to receive such distribution by a fraction of which the denominator shall be the VWAP determined as of the record date mentioned above, and of which the numerator shall be such VWAP on such record date less the then per share fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding Common Shares as determined by the Board of Directors in good faith. In either case the adjustments shall be described in a statement provided to the Holder of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one Common Share. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.

e) Fundamental Transaction. If, at any time while this Warrant is outstanding, (A) the Company effects any merger or consolidation of the Company with or into another Person, (B) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (C) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Shares are permitted to tender or exchange their shares for other securities, cash or property, or (D) the Company effects any reclassification of the Common Shares or any compulsory share exchange pursuant to which the Common Shares is effectively converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder, (a) upon exercise of this Warrant, the number of Common Shares of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “AlternateConsideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by the holders of the number of Common Shares for which this Warrant is exercisable immediately prior to such event or (b) if the Company is acquired in an all cash transaction, cash equal to the value of this Warrant as determined in accordance with the Black-Scholes option pricing formula. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one Common Share in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Shares are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 3(e) and insuring that this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

f) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of Common Shares deemed to be issued and outstanding as of a given date shall be the sum of the number of Common Shares (excluding treasury shares, if any) issued and outstanding.

g) Voluntary Adjustment By Company. The Company may at any time during the term of this Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.

h) Notice to the Holder.

i. Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. If the Company issues a variable rate security, despite the prohibition thereon in the Agreement, the Company shall be deemed to have issued Common Shares or Common Shares Equivalents at the lowest possible conversion or exercise price at which such securities may be converted or exercised in the case of a Variable Rate Transaction.

ii. Notice to Allow Exercise by the Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Shares; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Shares; (C) the Company shall authorize the granting to all holders of the Common Shares rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; (D) the approval of any shareholders of the Company shall be required in connection with any reclassification of the Common Shares, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Shares is converted into other securities, cash or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company; then, in each case, the Company shall cause to be mailed to the Holderat its last address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Shares of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Shares of record shall be entitled to exchange their shares of the Common Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to exercise this Warrant during the 20-day period commencing on the date of such notice to the effective date of the event triggering such notice.

Section 4. Transfer of Warrant.

a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice.

c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

d) Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.

Section 5. Miscellaneous.

a) No Rights as Shareholder Until Exercise. This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(ii).

b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any share certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or share certificate, if mutilated, the Company will make and deliver a new Warrant or share certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or share certificate.

c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

d) Authorized Shares.

The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Shares a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing share certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Shares may be listed.

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of the Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant, and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

e) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Agreement.

f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws.

g) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of the Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that all rights hereunder terminate on the Termination Date. If the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h) Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Agreement.

i) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Shares or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

j) Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

k) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of the Holder. The provisions of this Warrant are intended to be for the benefit of all holders from time to time of this Warrant and shall be enforceable by any such holder or holders of Warrant Shares.

l) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

m) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

n) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

(Signature page continues on the next page)

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized.

Dated: March 30, 2007

SEQUIAM CORPORATION

By:__________________________________________

Name:________________________________________

Title:_________________________________________

NOTICE OF EXERCISE

TO: SEQUIAM CORPORATION

(1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form of (check applicable box):

[ ] in lawful money of the United States; or

[ ] [if permitted] the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

(3) Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to:

_______________________________

_______________________________

_______________________________

(4) Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE OF HOLDER]

Name of Investing Entity:

Signature of Authorized Signatory of Investing Entity:

Name of Authorized Signatory:

Title of Authorized Signatory:

Date:

ASSIGNMENT FORM

(To assign the foregoing warrant, execute

this form and supply required information.

Do not use this form to exercise the warrant.)

FOR VALUE RECEIVED, [____] all of or [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to

_______________________________________________ whose address is

_______________________________________________________________.

_______________________________________________________________

Dated: ______________, _______

Holder’s Signature: _____________________________

Holder’s Address: _____________________________

_____________________________

Signature Guaranteed: ___________________________________________

NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.

EX-4.3

                      Exhibit 4.3

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON SHARES PURCHASE WARRANT

To Purchase 39,431,424 Common Shares of

SEQUIAM CORPORATION

THIS COMMON SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Biometrics Investors, L.L.C., a Delaware limited liability company (“Biometrics”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sequiam Corporation, a California corporation (the “Company”), up to 39,431,424 common shares (the “Warrant Shares”), par value $.001 per share, of the Company (the “Common Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1. Definitions. Capitalized terms used and not otherwise defined herein that are defined in that certain Agreement (the “Agreement”), dated March30, 2007, by and between the Company and Biometrics shall have the meanings given such terms in the Agreement. As used in this Warrant, the following terms shall have the following meanings:

“Alternate Consideration” shall have the meaning set forth in Section 3(e).

“Base Share Price” shall have the meaning set forth in Section 3(b).

“Board of Directors” shall mean the board of Directors of Sequiam.

“Business Day” means any day except Saturday, Sunday, any day which shall be a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Buy-In” shall have the meaning set forth in Section 2(d)(v).

“Common Shares Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Shares, including, without limitation, any debt, preferred shares, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares.

“Dilutive Issuance” shall have the meaning set forth in Section 3(b).

“Dilutive Issuance Notice” shall have the meaning set forth in Section 3(b).

“DWAC” shall have the meaning set forth in Section 2(d)(ii).

“Exempt Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company to the extent approved by the members of the Board of Directors that have been designated by Biometrics, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise, exchange or conversion price of any such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by members of the Board of Directors that have been designated by Biometrics.

“Exercise Price” shall have the meaning set forth in Section 2(b).

“Fundamental Transaction” shall have the meaning set forth in Section 3(e).

“Holder” or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.

“Notice of Exercise Form” shall mean the Notice of Exercise Form annexed hereto.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Trading Day” means a day on which the Common Shares are traded on a Trading Market.

“Trading Market” means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the Nasdaq Capital Market, the American Stock Exchange, the New York Stock Exchange, the Nasdaq National Market or the OTC Bulletin Board.

“Variable Rate Transaction” shall mean a transaction in which the Company issues or sells (i) any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Shares either (A) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares of Common Shares at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Shares or (ii) enters into any agreement, including, but not limited to, an equity line of credit, whereby the Company may sell securities at a future determined price.

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Shares are then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Shares for such date (or the nearest preceding date) on the Trading Market on which the Common Shares are then listed or quoted for trading as reported by Bloomberg Financial L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time); (b)  if the OTC Bulletin Board is not a Trading Market, the volume weighted average price of the Common Shares for such date (or the nearest preceding date) on the OTC Bulletin Board; (c) if the Common Shares are not then quoted for trading on the OTC Bulletin Board and if prices for the Common Shares are then reported in the “Pink Sheets” published by Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Shares so reported; or (d) in all other cases, the fair market value of a share of Common Shares as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company, each as approved by the Board of Directors.

“Warrant Register” shall have the meaning set forth in Section 4(c).

“Warrant Share Delivery Date” shall have the meaning set forth in Section 2(d)(ii).

Section 2. Exercise.

a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy of the Notice of Exercise Form (or such other office or agency of the Company as it may designate by notice in writing to the Holder); and, within 3 Trading Days of the date said Notice of Exercise is delivered to the registered Holder at the address of such Holder appearing on the books of the Company, the Company shall have received payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within 3 Trading Days of the date the final Notice of Exercise Form is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within 1 Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

b) Exercise Price. The exercise price per share of the Common Shares under this Warrant shall be $0.01, subject to adjustment hereunder (the “Exercise Price”).

c) Cashless Exercise. If at any time after one year from the date of issuance of this Warrant there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) = the VWAP on the Trading Day immediately preceding the date of such election;

(B) = the Exercise Price of this Warrant, as adjusted; and

(X) = the number of Warrant Shares issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of a cash exercise rather than a cashless exercise.

Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).

d) Mechanics of Exercise.

i. Authorization of Warrant Shares. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

ii. Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (“Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vii) prior to the issuance of such shares, have been paid.

iii. Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

iv. Rescission Rights. If the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares pursuant to this Section 2(d)(iv) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

v. Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) Common Shares to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the Common Shares so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of Common Shares that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Common Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing Common Shares upon exercise of the Warrant as required pursuant to the terms hereof.

vi. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which Holder would otherwise be entitled to purchase upon such exercise, the Company shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

vii. Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder; and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

viii. Closing of Books. The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

Section 3. Certain Adjustments.

a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (A) pays a stock dividend or otherwise make a distribution or distributions on its Common Shares or any other equity or equity equivalent securities payable in Common Shares (which, for avoidance of doubt, shall not include any Common Shares issued by the Company upon exercise of this Warrant), (B) subdivides outstanding Common Shares into a larger number of shares, (C) combines (including by way of reverse stock split) outstanding Common Shares into a smaller number of shares, or (D) issues by reclassification of Common Shares any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Common Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of Common Shares outstanding immediately after such event and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

b) Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase or sell or grant any right to reprice its securities, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Shares or Common Shares Equivalents entitling any Person to acquire Common Shares, at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Shares or Common Shares Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive Common Shares at an effective price per share which is less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance), then the Exercise Price shall be reduced and only reduced to equal the Base Share Price and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment. Such adjustment shall be made whenever such Common Shares or Common Shares Equivalents are issued. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 3(b) in respect of an Exempt Issuance. The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Shares or Common Shares Equivalents subject to this section, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise.

c) Subsequent Rights Offerings. If the Company, at any time while the Warrant is outstanding, shall issue rights, options or warrants to all holders of Common Shares (and not to the Holder) entitling them to subscribe for or purchase Common Shares at a price per share less than the VWAP at the record date mentioned below, then the Exercise Price shall be multiplied by a fraction, of which the denominator shall be the number of Common Shares outstanding on the date of issuance of such rights or warrants plus the number of additional Common Shares offered for subscription or purchase, and of which the numerator shall be the number of Common Shares outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered (assuming receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAP. Such adjustment shall be made whenever such rights or warrants are issued, and shall become effective immediately after the record date for the determination of shareholders entitled to receive such rights, options or warrants.

d) Pro Rata Distributions. If the Company, at any time prior to the Termination Date, shall distribute to all holders of Common Shares (and not to the Holder) evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe for or purchase any security other than the Common Shares (which shall be subject to Section 3(b)), then in each such case the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the record date fixed for determination of shareholders entitled to receive such distribution by a fraction of which the denominator shall be the VWAP determined as of the record date mentioned above, and of which the numerator shall be such VWAP on such record date less the then per share fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding Common Shares as determined by the Board of Directors in good faith. In either case the adjustments shall be described in a statement provided to the Holder of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one Common Share. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.

e) Fundamental Transaction. If, at any time while this Warrant is outstanding, (A) the Company effects any merger or consolidation of the Company with or into another Person, (B) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (C) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Shares are permitted to tender or exchange their shares for other securities, cash or property, or (D) the Company effects any reclassification of the Common Shares or any compulsory share exchange pursuant to which the Common Shares is effectively converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder, (a) upon exercise of this Warrant, the number of Common Shares of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “AlternateConsideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by the holders of the number of Common Shares for which this Warrant is exercisable immediately prior to such event or (b) if the Company is acquired in an all cash transaction, cash equal to the value of this Warrant as determined in accordance with the Black-Scholes option pricing formula. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one Common Share in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Shares are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 3(e) and insuring that this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

f) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of Common Shares deemed to be issued and outstanding as of a given date shall be the sum of the number of Common Shares (excluding treasury shares, if any) issued and outstanding.

g) Voluntary Adjustment By Company. The Company may at any time during the term of this Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.

h) Notice to the Holder.

i. Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. If the Company issues a variable rate security, despite the prohibition thereon in the Agreement, the Company shall be deemed to have issued Common Shares or Common Shares Equivalents at the lowest possible conversion or exercise price at which such securities may be converted or exercised in the case of a Variable Rate Transaction.

ii. Notice to Allow Exercise by the Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Shares; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Shares; (C) the Company shall authorize the granting to all holders of the Common Shares rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; (D) the approval of any shareholders of the Company shall be required in connection with any reclassification of the Common Shares, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Shares is converted into other securities, cash or property; (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company; then, in each case, the Company shall cause to be mailed to the Holderat its last address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Shares of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Shares of record shall be entitled to exchange their shares of the Common Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to exercise this Warrant during the 20-day period commencing on the date of such notice to the effective date of the event triggering such notice.

Section 4. Transfer of Warrant.

a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice.

c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

d) Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.

Section 5. Miscellaneous.

a) No Rights as Shareholder Until Exercise. This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(ii).

b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any share certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or share certificate, if mutilated, the Company will make and deliver a new Warrant or share certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or share certificate.

c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

d) Authorized Shares.

The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Shares a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing share certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Shares may be listed.

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of the Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant, and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

e) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Agreement.

f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws.

g) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of the Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that all rights hereunder terminate on the Termination Date. If the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h) Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Agreement.

i) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Shares or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

j) Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

k) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of the Holder. The provisions of this Warrant are intended to be for the benefit of all holders from time to time of this Warrant and shall be enforceable by any such holder or holders of Warrant Shares.

l) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

m) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

n) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

(Signature page continues on the next page)

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized.

Dated: March 30, 2007

SEQUIAM CORPORATION

By:__________________________________________

Name:________________________________________

Title:_________________________________________

NOTICE OF EXERCISE

TO: SEQUIAM CORPORATION

(1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form of (check applicable box):

[ ] in lawful money of the United States; or

[ ] [if permitted] the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

(3) Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to:

_______________________________

_______________________________

_______________________________

(4) Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE OF HOLDER]

Name of Investing Entity:

Signature of Authorized Signatory of Investing Entity:

Name of Authorized Signatory:

Title of Authorized Signatory:

Date:

ASSIGNMENT FORM

(To assign the foregoing warrant, execute

this form and supply required information.

Do not use this form to exercise the warrant.)

FOR VALUE RECEIVED, [____] all of or [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to

_______________________________________________ whose address is

_______________________________________________________________.

_______________________________________________________________

Dated: ______________, _______

Holder’s Signature: _____________________________

Holder’s Address: _____________________________

_____________________________

Signature Guaranteed: ___________________________________________

NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.

EX-10.1

                      Exhibit 10.1

AGREEMENT

THIS AGREEMENT (“Agreement”) is made as of this the 30^th day of March, 2007 by and between BIOMETRICS INVESTORS, L.L.C., a Delaware limited liability company (“Lender”), and SEQUIAM CORPORATION, a California corporation (“Borrower”).

W I T N E S S E T H

WHEREAS, Lender is the holder of the Prior Note (as defined below), which was made by Borrower and which has an outstanding balance as of the date of this Agreement, including principal and accrued interest, of $3,965,119.00. Subject to the terms and conditions of this Agreement, Lender has agreed to extend a Term Loan (as defined below) to Borrower in the total aggregate amount of $2,500,000 which Term Loan would be consolidated with the indebtedness evidenced by the Prior Note and evidenced by a new Term Note in the face amount of $6,500,000. Subject to the terms and conditions of this Agreement, Lender has agreed to extend a separate Term Loan to Borrower in the amount of $5,000,000. In connection with extending credits to Borrower, Borrower shall also issue Warrants to Lender which, if both Term Loans are funded, would allow Lender to purchase up to 40% of Borrower’s Fully Diluted Common Shares, subject to adjustments as set forth in the Warrants.

NOW, THEREFORE, in consideration of the Warrants and any Loans made for the account of Borrower, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Borrower, the parties agree as follows:

1.   DEFINITIONS.

“Account” shall have meaning assigned to such term in the UCC.

“Account Debtor” shall have the meaning assigned to such term in the UCC.

“Additional Warrants” means the Common Share purchase warrants, in the form of Exhibit A delivered to Lender in accordance with Paragraph 4(c)(iv) hereof, which Warrants shall be exercisable immediately for 39,431,424 Common Shares at an exercise price of $0.01 per share and have a term of exercise equal to 5 years.

“Advance Conditions” shall have the meaning specified in Paragraph 4 hereof.

“Affiliate” shall mean any Person directly or indirectly controlling, controlled by or under common control with another Person.

“Agreement” shall mean this Agreement, any exhibits or schedules hereto, any concurrent or subsequent rider hereto and any extensions, supplements, amendments or modifications hereto.

“Base Rate” shall have the meaning specified in Paragraph 3(a) hereof.

“Borrowing Base Certificate” shall have the meaning specified in Paragraph 4(a)(i) hereof.

“Chattel Paper” shall have the meaning assigned to such term in the UCC.

“Collateral” shall mean all of the property of Borrower described in paragraph 5 hereof, together with all other real or personal property of Borrower now or hereafter pledged to Lender to secure repayment of any of the Liabilities.

“Commercial Tort Claims” shall have the meaning assigned to such term in the UCC.

“Common Shares” means the common shares of Borrower, par value $.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed into.

“Common Shares Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Shares, including, without limitation, any debt, preferred shares, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares.

“Cost of Goods Sold” shall have the meaning assigned to that term in GAAP.

“Default Rate” shall have the meaning specified in Paragraph 3(a) hereof.

“Deposit Accounts” shall have the meaning assigned to such term in the UCC.

“Disclosure Schedule” shall have the meaning specified in Paragraph 11.

“Documents” shall have the meaning assigned to such term in the UCC.

“EBITDA” shall mean, with respect to any period, Borrower’s and its Subsidiaries’ Net Income After Taxes for such period, plus interest expense, income tax expense, depreciation and amortization for such period, plus or minus any other non-cash charges or gains which have been subtracted or added in calculating Net Income After Taxes for such period, all on a consolidated basis. As used herein, the term "Net Income After Taxes" for any period shall mean Borrower’s and its Subsidiaries net income after taxes for that period, subject to the following requirements: (i) any net operating loss carryforwards which would otherwise be available as deductions against Borrower’s gross income shall be disregarded for purposes of this calculation; (ii) any after-tax gains or losses on the sale of assets, other than the sale of Inventory in the ordinary course of business, shall be disregarded for purposes of this calculation; and (iii) any other after-tax extraordinary gains or losses shall be disregarded for purposes of this calculation.

“EBITDA Projections” shall have the meaning specified in Paragraph 12(b) hereof.

“EBITDA Shortfall” shall have the meaning specified in Paragraph 8(a) hereof.

“Electronic Chattel Paper” shall have the meaning assigned to such term in the UCC.

“Eligible Accounts” shall mean those Accounts of Borrower which are unpaid no more than ninety (90) days from invoice date, and which Lender, in its sole discretion, determines to be eligible. Without limiting Lender’s discretion, unless otherwise agreed by Lender, the following Accounts of Borrower are not Eligible Accounts:

(i)all Accounts owing by a single Account Debtor, if ten percent (10%) or more of the balance owing by such Account Debtor to Borrower is unpaid more than ninety (90) days after the invoice date;

(ii)Accounts with respect to which the Account Debtor is an officer, director, employee, Subsidiary or Affiliate of Borrower;

(iii)Accounts with respect to which the Account Debtor is the United States of America or any department, agency or instrumentality thereof, unless Borrower assigns its right to payment of such Accounts to Lender pursuant to, and in full compliance with, the Assignment of Claims Act of 1940, as amended;

(iv)Accounts with respect to which the Account Debtor is not a resident of the continental United States, although Accounts with respect to which the Account Debtor is Fujitsu Microelectronics of America will not be disqualified as “Eligible Accounts” under this clause;

(v)Accounts in dispute or with respect to which the Account Debtor has asserted or may assert a counterclaim or has asserted or may assert a right of setoff;

(vi)Accounts with respect to which the prospect of payment or performance by the Account Debtor is or will be impaired, as determined by Lender in the exercise of its sole discretion;

(vii)Accounts with respect to which Lender does not have a first and valid fully perfected security interest;

(viii)Accounts with respect to which the Account Debtor is the subject of bankruptcy or a similar insolvency proceeding or has made an assignment for the benefit of creditors or whose assets have been conveyed to a receiver or trustee;

(ix)Accounts with respect to which the Account Debtor’s obligation to pay the Account is conditional upon the Account Debtor’s approval or is otherwise subject to any repurchase obligation or return right, as with sales made on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval or consignment basis;

(x)Accounts to the extent that the Account Debtor’s indebtedness to Borrower exceeds a credit limit determined by Lender in Lender’s sole discretion;

(xi)Accounts with respect to which the Account Debtor is located in a state which requires Borrower, as a precondition to commencing or maintaining an action in the courts of that state, either to (a) receive a certificate of authority to do business and be in good standing in such state, or (b) file a notice of business activities report with such state’s taxing authority for the then current year unless Borrower has taken one of the actions described in clauses (a) or (b) or Borrower has proven to Lender’s satisfaction that it is exempt from such requirement;

(xii)Accounts which arise out of sales (a) not made in the ordinary course of Borrower’s business, (b) which are not valid or legally enforceable, (c) which do not meet the Account Debtor’s specifications (if any) or (d) which have not been shipped;

(xiii)Accounts with respect to which the Account Debtor has refused to accept or returned to Borrower any portion of the Inventory the sale of which gave rise to such Accounts; and

(xiv)Accounts with respect to which any document or agreement executed or delivered in connection therewith, or any procedure used in connection with any such document or agreement, fails in any material respect to comply with the requirements of applicable law.

"Eligible Inventory" shall mean Inventory of Borrower consisting of raw materials and finished goods which Lender, in its sole discretion, determines to be eligible. Without limiting Lender’s discretion, unless otherwise agreed by Lender, the following Inventory of Borrower is not Eligible Inventory:

(i) Inventory which is in transit;

(ii) Inventory which is not in good condition, or not currently usable or currently saleable in the ordinary course of Borrower’s business;

(iii) Inventory which is obsolete;

(iv) Inventory which Lender determines, in the exercise of its sole discretion, to be unacceptable due to age, type, category and/or quantity;

(v) Inventory with respect to which Lender does not have a first and valid fully perfected security interest;

(vi) Inventory consisting of work-in-progress, packaging materials or supplies; or

(vii) Inventory which is stored with or located on the premises of a bailee, consignee, warehouseman, processor or other third party.

“Eligible Orders” shall mean those Orders of Borrower which Lender, in its sole discretion, determines to be eligible. Without limiting Lender’s discretion, unless otherwise agreed by Lender, the following Orders of Borrower are not Eligible Orders:

(i)Any Order from a single Customer which is received at a time at which the amount of the outstanding Orders and Accounts from that Customer exceeds One Million Dollars ($1,000,000);

(ii)Orders with respect to which the Customer is an officer, director, employee, Subsidiary or Affiliate of Borrower;

(iii)Orders with respect to which the Customer is the United States of America or any department, agency or instrumentality thereof, unless Borrower assigns its right to payment for the Accounts arising from such Orders to Lender pursuant to, and in full compliance with, the Assignment of Claims Act of 1940, as amended;

(iv)Orders where the Customer is in dispute regarding Accounts in excess of Fifty Thousand Dollars ($50,000) or more, or where the Customer has asserted or may assert a counterclaim or has asserted or may assert a right of setoff with regard to Accounts in excess of Fifty Thousand Dollars ($50,000) or more;

(v)Orders with respect to which the prospect of payment or performance by the Customer is or will be impaired, as determined by Lender in the exercise of its sole discretion;

(vi)Orders having a Gross Profit Margin that does not satisfy the gross profit requirements set forth in Exhibit B;

(vii)Orders with respect to which the Customer is the subject of bankruptcy or a similar insolvency proceeding or has made an assignment for the benefit of creditors or whose assets have been conveyed to a receiver or trustee;

(viii)Orders with respect to which the Customer’s obligation to pay the Account for the Order is conditional upon the Customer’s approval or is otherwise subject to any repurchase obligation or return right, as with sales made on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval or consignment basis;

(ix)Orders with respect to which the Customer is located in a state which requires Borrower, as a precondition to commencing or maintaining an action in the courts of that state, either to (a) receive a certificate of authority to do business and be in good standing in such state, or (b) file a notice of business activities report with such state’s taxing authority for the then current year unless Borrower has taken one of the actions described in clauses (a) or (b) or Borrower has proven to Lender’s satisfaction that it is exempt from such requirement;

(x)Orders which arise out of sales (a) not made in the ordinary course of Borrower’s business, or (b) which are not valid or legally enforceable; and

(xi)Orders with respect to which any document or agreement executed or delivered in connection therewith, or any procedure used in connection with any such document or agreement, fails in any material respect to comply with the requirements of applicable law.

“Equipment” shall have the meaning assigned to such term in the UCC.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“Event of Default” shall have the meaning specified in Paragraph 13 hereof.

“Finished Goods” shall mean equipment fabricated by or on behalf of Borrower which conforms to the purchase requirements of an identified customer of Borrower.

“Fixtures” shall have the meaning assigned to such term in the UCC.

“Fully Diluted” shall mean the amount of Common Shares that would be outstanding if all options, warrants and other rights exercisable for the issuance of Common Shares and all conversion rights convertible for Common Shares were exercised, including the exercise of the Warrants herein.

“GAAP” shall mean generally accepted United States accounting principles, consistently applied.

“General Advance Conditions” shall have the meaning specified in Paragraph 4(a) hereof.

“General Intangibles” shall have the meaning assigned to such term in the UCC.

“Governmental Authority” means:

(a)the government of:

(i)the United States of America or any State or other political subdivision thereof, or

(ii)any jurisdiction in which the Borrower or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of the Borrower or any Subsidiary; or

(b)any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

“Gross Profit Margin” shall mean, with respect to any Order, the result obtained by dividing (a) the result of subtracting the Cost of Goods Sold for the Inventory which is the subject of the Order from the gross sales price for that Inventory by (b) the gross sales price for that Inventory.

“Indemnified Party” shall have the meaning specified in Paragraph 15 hereof.

“Information” shall have the meaning specified in Paragraph 16 hereof.

“Initial Warrants” means the Common Share purchase warrants, in the form of Exhibit C delivered to Lender in accordance with Paragraph 4(b)(ii) hereof, which Warrants shall be exercisable immediately for 65,719,041 Common Shares at an exercise price of $0.01 per share and have a term of exercise equal to 5 years.

“Instruments” shall have the meaning assigned to such term in the UCC.

“Intellectual Property” shall mean collectively, all worldwide:

(i)inventions, designs, algorithms and other industrial property, and all enhancements and improvements thereto, whether patentable or unpatentable and whether or not reduced to practice, and all patent rights in connection therewith (including all U.S. and foreign patents, patent applications, patent disclosures, mask works, and all divisions, continuations, continuations-in-part, reissues, re-examinations and extensions thereof), whether or not any of the foregoing are registered;

(ii)trademarks, trade names and service marks, trade dress, logos, Internet domain names, and other commercial product or service designations, together with all translations, adaptations, derivations and combinations thereof, and all goodwill and similar value associated with any of the foregoing, and all applications, registrations, and renewals in connection therewith;

(iii)copyrights (whether or not registered), moral rights, and all registrations and applications for registration thereof, as well as rights to renew copyrights;

(iv)trade secrets (as such are determined under applicable law), know-how and other confidential business information, including technical information, marketing plans, research, designs, plans, methods, techniques, and processes, any and all technology, supplier lists, computer software programs or applications, in both source and object code form, technical documentation of such software programs, statistical models, supplier lists, e-mail lists, inventions, sui generis database rights, databases, and data, whether in tangible or intangible form and whether or not stored, compiled or memorialized physically, electronically, graphically, photographically or in writing;

(v)any and all other rights to existing and future registrations and applications for any of the foregoing and all other proprietary rights in, or relating to, any of the foregoing, including remedies against and rights to sue for past infringements, and rights to damages and profits due or accrued in or relating to any of the foregoing; and

(vi)any and all other tangible or intangible proprietary property, information and materials that are or have been used (including in the development of) the Borrower’s business and/or in any product, technology or process (a) currently being or formerly manufactured, published, marketed or used by Seller, or (b) previously or currently under development for possible future manufacturing, publication, marketing or other use by Seller.

“Inventory” shall have the meaning assigned to such term in the UCC.

“Investment Property” shall have the meaning assigned to such term in the UCC.

“IP Diligence Issue” shall have the meaning specified in Paragraph 4(b)(i).

“Knowledge” shall mean the actual knowledge, after reasonable investigation, of Mark Mroczkowski, Nicholas Vandenbrekel, Alan McGinn, Kevin Henderson, or PhilDumas.

“Lender's IP Due Diligence” shall have the meaning specified in Paragraph 4(b)(i).

“Letter-of-Credit Right” shall have the meaning assigned to such term in the UCC.

“Liabilities” shall mean any and all obligations, liabilities and indebtedness of Borrower to Lender or to any Affiliate of Lender of any and every kind and nature, howsoever created, arising or evidenced and howsoever owned, held or acquired, whether now or hereafter existing, whether now due or to become due, whether primary, secondary, direct, indirect, absolute, contingent or otherwise (including without limitation obligations of performance), whether several, joint or joint and several, and whether arising or existing under written or oral agreement or by operation of law, including without limitation all obligations, liabilities and indebtedness of Borrower under this Agreement.

“Loan” or “Loans” shall mean Term Loan A and Term Loan B made by Lender to Borrower pursuant to Paragraph 2 hereof.

“Lock Box,”“Lock Box Account” and “Lock Box Event” shall have the meanings specified in Paragraph 8(a) hereof.

“Material Adverse Effect” shall have the meaning specified in Paragraph 11(b) hereof.

“Maturity Date” shall mean April 15, 2009.

“Obligor” shall mean Borrower and each Person who is or shall become primarily or secondarily liable for any of the Liabilities.

“Order” shall mean a written purchase order from a third party for one or more items of Inventory sold or offered for sale by the Borrower in the ordinary course of business.

“Other Agreements” shall mean all agreements, instruments and documents, including without limitation the Registration Rights Agreement, the Warrants, the Shareholders Agreement, guaranties, mortgages, trust deeds, pledges, powers of attorney, consents, assignments, security agreements, intercreditor agreements, financing statements and all other writings heretofore, now or from time to time hereafter executed by or on behalf of Borrower or any other Person and delivered to Lender or to any Affiliate of Lender in connection with the Liabilities or the transactions contemplated hereby, including the Pledge Agreements, the Subsidiary Guarantees and the Subordination Agreements.

“Permitted Liens” shall mean (i) statutory liens of landlords, carriers, warehousemen, mechanics, materialmen or suppliers incurred in the ordinary course of business and securing amounts not yet due, (ii) liens or security interests in favor of Lender, (iii) zoning restrictions and easements, licenses, covenants and other restrictions affecting the use of real property that do not individually or in the aggregate have a material adverse effect on Borrower’s ability to use such real property for its intended purpose in connection with Borrower’s business, and (iv) the liens set forth on Exhibit D.

“Person” shall mean any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, institution, entity, party or foreign or United States government (whether federal, state, county, city, municipal or otherwise), including without limitation any instrumentality, division, agency, body or department thereof.

“Plan” shall mean any employee benefit plan defined in Section 3(3) of ERISA, including any multiemployer plan or any employee welfare benefit plan which is maintained or has been maintained pursuant to a collective bargaining agreement to which two or more unrelated employers contribute and in respect of which Borrower is an “employer” as defined in Section 3(5) of ERISA.

“Pledge Agreements” shall have the meaning specified in Paragraph 5(a) hereof.

“Prior Indebtedness” shall mean the indebtedness from Borrower to the holder of the Prior Note which is evidenced by the Prior Note.

“Prior Note” shall mean that Second Amended, Restated and Consolidated Senior Secured Term Note dated November 1, 2005 made by Borrower to Lee Harrison Corbin, Attorney In Fact for the Trust under the Will of John Svenningson.

“Proceeds” shall have the meaning assigned to such term in the UCC.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Registration Rights Agreement” means the Registration Rights Agreement, dated the date hereof, between Borrower and Lender, in the form of Exhibit E delivered to Lender in accordance with Paragraph 4(b)(iii) hereof.

“Registration Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering the resale of the Underlying Shares by Lender as provided for in the Registration Rights Agreement.

“Securities” means the Warrants and the Underlying Shares.

“Securities Act” means the Securities Act of 1933, as amended from time to time.

“Securities Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Shareholders Agreement” shall have the meaning specified in Paragraph 4(b)(v).

“Subsidiary” shall mean any corporation of which more than fifty percent (50%) of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether at the time shares of any other class of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, owned by Borrower or by any partnership or joint venture of which more than fifty percent (50%) of the outstanding equity interests are at the time, directly or indirectly, owned by Borrower.

“Subsidiary Guarantees” shall have the meaning specified in Paragraph 5(b) hereof.

“Subordination Agreements” shall have the meaning specified in Paragraph 5(c) hereof.

“Tangible Chattel Paper” shall have the meaning assigned to such term in the UCC.

“Term Loan A” shall have the meaning specified in Paragraph 2(a) hereof.

“Term Loan B” shall have the meaning specified in Paragraph 2(c) hereof.

“Term Loan B Cash Flow Advances” shall have the meaning specified in Paragraph 2(d) hereof.

“TermNote A” shall mean the Term Note in the principal amount of $6,500,000 executed by Borrower in favor of Lender pursuant to Paragraph 2(a) hereof, and any extensions, supplements, amendments or modifications thereto.

“Term Note B” shall mean the Term Note in the principal amount of $5,000,000 executed by Borrower in favor of Lender pursuant to Paragraph 2(c) hereof, and any extensions, supplements, amendments or modifications thereto.

“Termination Date” shall mean the earliest to occur of the following: (i) the Maturity Date; and (ii) the date the Liabilities are accelerated pursuant to Paragraph 14 hereof.

“UCC” shall mean the Uniform Commercial Code as in effect form time to time in the state of Illinois.

“Underlying Shares” means the Common Shares issued and issuable upon exercise of the Warrants in accordance with the terms of the Warrants.

“Warrants” means collectively the Initial Warrants and the Additional Warrants.

2.LOANS.

(a)Subject to the terms and conditions of this Agreement and the Other Agreements, Lender agrees to make a term loan to Borrower in the principal amount of Two Million Five Hundred Thousand Dollars ($2,500,000) (“Term Loan A”). Term Loan A shall be further evidenced by and payable in accordance with Term Note A, which is a consolidation, amendment and restatement of the Prior Note, and which has a face amount of Six Million Five Hundred Thousand Dollars ($6,500,000), reflecting the sum of the amounts previously advanced under the Prior Note (the “Prior Indebtedness”), plus the amount of Term Loan A. Borrower agrees that Term Loan A includes the Prior Indebtedness, and that repayment in full of Term Loan A shall include repayment in full not only of the $2,500,000 which may be advanced by Lender under this Agreement, but also repayment in full of the Prior Indebtedness. Payments of principal of Term Loan A may not be reborrowed. Principal of and all accrued and unpaid interest on Term Loan A shall be payable in full on the Termination Date.

(b)Term Loan A shall be disbursed by Lender to Borrower in a series of 10 disbursements, each in the amount of Two Hundred Fifty Thousand Dollars ($250,000), each payable every other week, which shall be disbursed based on the Borrower’s satisfaction of the Advance Conditions stated in Paragraphs 4(a) and (b) of this Agreement, including the issuance by Borrower to Lender of the Initial Warrants for twenty five percent (25%) of Borrower’s Fully Diluted Common Shares. Lender, in its sole discretion, may elect to advance Term Loan A in greater amounts or on an accelerated funding schedule.

(c)Subject to the terms and conditions of this Agreement and the Other Agreements, Lender agrees to make a term loan to Borrower in the principal amount of Five Million Dollars ($5,000,000) (“Term Loan B”). Term Loan B shall be evidenced by and payable in accordance with Term Note B, which has a face amount of Five Million Dollars ($5,000,000). Payments of principal of Term Loan B may not be reborrowed. Principal of and all accrued and unpaid interest on Term Loan B shall be payable in full on the Termination Date.

(d)Term Loan B shall consist of a series of advances not to exceed, in the aggregate, Five Million Dollars ($5,000,000) (“Term Loan B Cash Flow Advances”), which shall be disbursed to Borrower based on Borrower’s satisfaction of the Advance Conditions stated in Paragraphs 4(a) and (c) of this Agreement, including the issuance by Borrower to Lender of the Additional Warrants for fifteen percent (15%) of Borrower’s Fully Diluted Common Shares..

3.INTEREST, FEES AND CHARGES. Borrower shall pay to Lender the following:

(a)Borrower shall pay to Lender interest on the outstanding principal balance of the Loans monthly in arrears on the first day of each month beginning on May 1, 2007 at the per annum rate of twelve percent (12%) (the “Base Rate”). Following the occurrence of an Event of Default, Borrower shall pay to Lender interest on the outstanding principal balance of the Loans at the per annum rate of four percent (4%) plus the Base Rate (the “Default Rate”). Interest shall be computed on the basis of a year of three hundred sixty (360) days for the actual number of days elapsed.

(b)It is the intent of the parties that the rate of interest and the other fees and charges to Borrower under this Agreement shall be lawful; therefore, if for any reason the interest or other fees and charges payable under this Agreement are found by a court of competent jurisdiction, in a final determination, to exceed the limit which Lender may lawfully charge Borrower, then the obligation to pay interest and other charges shall automatically be reduced to such limit and, if any amount in excess of such limit shall have been paid, then such amount shall be refunded to Borrower.

4.CONDITIONS OF ADVANCES. Without limiting Lender’s discretion to make advances hereunder, the making of any advance provided for in this Agreement shall be conditioned upon the following conditions (“Advance Conditions”):

(a)The following conditions (the “General Advance Conditions”) must be satisfied for any advance of the Loan:

(i)Lender shall have received, by at least twelve o’clock noon (12:00 noon) Chicago time on the day on which an advance is requested to be made hereunder, a telephonic request from an officer of Borrower (or any Person authorized by Borrower pursuant to a written list provided to Lender), for an advance in a specific amount. In addition, Lender shall also have received all of the schedules, reports, and the Borrowing Base Certificate, in the form of Exhibit F, required to have been delivered by Borrower pursuant to Paragraph 9 hereof (the “Borrowing Base Certificate”);

(ii)No Event of Default shall have occurred and be continuing or be caused by the making of such advance;

(iii)All of the representations and warranties contained in this Agreement and the Other Agreements, including the representations and warranties regarding Borrower’s Intellectual Property, shall be true and correct in all material respects as if made on the date the request for an advance is made;

(iv)Borrower’s employment agreements with Nicholas H. VandenBrekel and Mark L. Mroczowski provide for termination payments to Nicholas H. VandenBrekel and Mark L. Mroczowski in the event a change of control (as defined therein) occurs without the approval of the Borrower’s Board of Directors; it shall be a General Advance Condition Lender shall have received waivers of the application of those provisions of the employment agreements to the issuance of the Warrants, the issuance of shares to Lender pursuant to the Warrants and the exercise of Lender’s rights as a shareholder of Borrower, and those waivers must be in full force and effect at any time that an advance of the Loans is requested;

(v)Lender shall have received, in form and substance satisfactory to Lender, the Pledge Agreements, the Subsidiary Guarantees and the Subordination Agreements, and those agreements must be in full force and effect at any time that an advance of the Loans is requested;

(vi)Lender shall have received a Waiver and Consent in a form satisfactory to Lender from each of the Series A Preferred Shareholders and Series B Preferred Shareholders identified on Exhibit S; and

(vii)Lender shall have received, in form and substance satisfactory to Lender, all certificates, orders, authorities, consents, affidavits, schedules, instruments, security agreements, financing statements, mortgages and other documents which are provided for hereunder, or which Lender may at any time request in a commercially reasonable manner.

(b)The following conditions must be satisfied before Lender will make any advance from the Term Loan A:

(i)Following the execution of this Agreement, Lender shall conduct due diligence with respect to Borrower’s Intellectual Property and Borrower’s rights to use Borrower’s Intellectual Property to commercialize technology (“Lender's IP Due Diligence”). On or before that date which will occur forty five (45) days after the date of this Agreement, Lender shall advise Borrower in writing as to whether Lender's IP Due Diligence has disclosed a condition or facts which Lender, in its sole discretion, regards as having the potential to result in a material adverse effect on the financial condition of Borrower (an "IP Diligence Issue"). Lender's notice to Borrower of the existence of an IP Diligence Issue shall constitute evidence that a condition precedent to the funding of Term Loan A related to IP Due Diligence has not been satisfied and no further advance of either Term Loan A or Term Loan B shall be made unless and until the IP Diligence Issue is resolved to Lender's satisfaction. In the event that Lender determines, in Lender's sole discretion, that Lender and Borrower have not reached a satisfactory resolution of the IP Diligence Issue or in the event that Lender and Borrower have not agreed upon a plan for the protection of Borrower's IP within a period of thirty (30) days following the date of Lender's notice to Borrower regarding the IP Diligence Issue, then Lender may declare an Event of Default under this Agreement.

(ii)Lender shall have received the Initial Warrants registered in the name of Lender;

(iii)Lender shall have received the Registration Rights Agreement duly executed by Borrower;

(iv)Lender shall have received evidence of an amendment to the Borrower’s Articles of Incorporation to increase the amount of Borrower’s authorized Common Shares to cover all Fully Diluted Common Shares, including those exercisable under the Warrants;

(v)Lender shall have received a shareholders agreement providing for the election of 2 additional directors to Borrower’s Board of Directors designated by Lender, in the form attached hereto as Exhibit G (the “Shareholders Agreement”), executed by the holders of a sufficient number of Fully Diluted Common Shares; and

(vi)The General Advance Conditions must be satisfied as of the time of the proposed advance.

(c)The following conditions must be satisfied for any Term Loan B Cash Flow Advance:

(i)Lender must have received from Borrower and approved Borrower’s annual budget and EBITDA Projections (as defined below) for the calendar year during which the advance is requested, and Borrower’s cumulative EBITDA for the portions of that calendar year occurring before the month in which the advance is requested must be equal to or in excess of Borrower’s projected EBITDA for those months;

(ii)Lender shall have received the Additional Warrants registered in the name of Lender;

(iii)The General Advance Conditions must be satisfied as of the time of the Term Loan B Working Capital Advance; and

(iv)at least one of the following conditions must be satisfied; either:

(A)Advances from the Term Loan B Cash Flow Facility may be requested for the purpose of obtaining Inventory for sale; for such advances, the Borrower must have one or more Eligible Orders for that Inventory, and no Order will be an Eligible Order unless fulfillment of that Order will produce a Gross Profit Margin in accordance with Exhibit B;

(B)Advances from the Term Loan B Cash Flow Facility may be requested for the purpose of obtaining working capital by advancing against royalty payments or other forms of income; in each such case, Borrower and Lender shall agree upon a formula to advance against such royalty payments or other forms of income; or

(C)Lender has, in its sole discretion, agreed to make an advance from the Term Loan B Cash Flow Facility.

5.GRANT OF SECURITY INTEREST TO LENDER. As security for the payment or other satisfaction of all Liabilities, Borrower hereby assigns to Lender and grants to Lender a continuing security interest in the following property of Borrower, whether now or hereafter owned, existing, acquired or arising and wherever now or hereafter located: (a) all Accounts and all Goods whose sale, lease or other disposition by Borrower has given rise to Accounts and have been returned to or repossessed or stopped in transit by Borrower; (b) all Chattel Paper, Instruments, Documents and General Intangibles (including without limitation all patents, patent applications, trademarks, trademark applications, tradenames, trade secrets, goodwill, copyrights, rights in Intellectual Property, registrations, licenses, software, franchises, customer lists, tax refund claims, claims against carriers and shippers, guarantee claims, contracts rights, payment intangibles, security interests, security deposits and any rights to indemnification); (c) all Inventory and other Goods, including without limitation Equipment, vehicles and Fixtures; (d) all Investment Property, including all shares of Borrower’s Subsidiaries; (e) all Deposit Accounts, bank accounts, deposits and cash; (f) all Letter-of-Credit Rights; (g) Commercial Tort Claims listed on Exhibit H hereto; (h) any other property of Borrower now or hereafter in the possession, custody or control of Lender or any agent or any Affiliate of Lender or any participant with Lender in the Loans for any purpose (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise); and (f) all additions and accessions to, substitutions for, and replacements, products and proceeds of the foregoing property, including without limitation proceeds of all insurance policies insuring the foregoing property, and all of Borrower’s books and records relating to any of the foregoing and to Borrower’s business.

(a)To further evidence the foregoing security interests, as a General Advance Condition, Borrower shall execute and deliver to Lender in a form satisfactory to Lender a pledge of Borrower’s shares in the Subsidiaries and a pledge of Borrower’s Intellectual Property, plus such additional security agreements and UCC financing statements as Lender may request to evidence and document the foregoing grant of security interests (collectively, the “Pledge Agreements”), which Pledge Agreements shall include provisions recognizing that the security agreements and pledges which secured the Prior Note have been assigned to Lender and confirming that those security agreements and pledges remain in full force and effect, subject to no defenses of any kind. The Pledge Agreements shall include an agreement creating a security interest for Lender in the Deposit Accounts, which agreement shall be in the form of a control agreement.

(b)As a General Advance Condition, Borrower shall also cause the Subsidiaries to enter into guarantees of the Loans in a form satisfactory to Lender (the “Subsidiary Guarantees”), which Subsidiary Guarantees shall include provisions recognizing that the guarantees of the Prior Note made by the Subsidiaries have been assigned to Lender and confirming that those guarantees remain in full force and effect, subject as of the date hereof to no defenses of any kind.

(c)As a General Advance Condition, Borrower shall cause Nicholas H. VandenBrekel and Mark Mroczowski, as existing creditors of Lender, to enter into Subordination Agreements with Lender in a form satisfactory to Lender (the “Subordination Agreements”) which Subordination Agreements shall include provisions recognizing that the Subordination Agreements made with respect to the Prior Note have been assigned to Lender and confirming that those subordination agreements remain in full force and effect, subject to no defenses of any kind.

(d)Lender shall have the right now, and at any time in the future in his sole and absolute discretion, without notice to Borrower, to prepare, file and sign the Borrower’s name on any financing statement, notice of lien, assignment or satisfaction of lien or similar document in connection with the any and all security interests granted by Borrower to Lender under this Agreement. The Borrower hereby authorizes Lender to file financing statements containing the collateral description "All of the Debtor’s assets whether now owned or hereafter acquired." or such lesser amount of assets as Lender may determine, or Lender may, at his option, file financing statements containing any collateral description which reasonably describes the collateral in which a security interest is granted under this Agreement;

6.PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN.

(a)Borrower shall, at Lender’s request, at any time and from time to time, authenticate, execute and deliver to Lender such financing statements, documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed necessary or desirable by Lender) and do such other acts and things or cause third parties to do such other acts and things as Lender may deem necessary or desirable in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Lender (free and clear of all other liens, claims and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted Liens) to secure payment of the Liabilities, and in order to facilitate the collection of the Collateral. Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as Borrower’s true and lawful attorney and agent-in-fact to execute such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect Lender’s security interest in the Collateral.

(b)Immediately upon Borrower’s receipt of any portion of the Collateral evidenced by an Agreement, Instrument of Document including, without limitation, any Tangible Chattel Paper and any Investment Property consisting of certificated securities, Borrower shall deliver the original thereof to Lender together with an appropriate endorsement or other specific evidence of assignment thereof to Lender (in form and substance acceptable to Lender). If any endorsement or assignment of any such items shall not be made for any reason, Lender is hereby irrevocably authorized as Borrower’s attorney and agent-in-fact, to endorse or assign the same on Borrower’s behalf.

(c)To the extent Borrower obtains or maintains any Electronic Chattel Paper, Deposit Accounts or Letter-of-Credit Rights, Borrower shall do such acts and things or cause third parties to do such acts and things to establish control in favor of Lender as control for such type of Collateral is defined in the UCC.

7.COVENANTS REGARDING THE WARRANTS. Borrower shall maintain a reserve from its duly authorized Common Shares for issuance pursuant to the Warrants and the Other Agreements in such amount as may be required to fulfill its obligations in full under the Warrants and the Other Agreements.

8.COLLECTIONS.

(a)As used herein, the term “EBITDA Shortfall” shall mean that for any month, Borrower’s actual EBITDA is less than the EBITDA shown in Borrower's EBITDA Projections for that month by a percentage factor of fifteen percent (15%) or more. Upon occurrence of an EBITDA Shortfall for any month which continues for a second consecutive month, Lender shall have the right to declare that a cash management event (a “Lock Box Event”) has occurred, and unless and until a Lock Box Reset Event (as defined below) occurs, Lender shall have the following rights to collect Borrower's cash payments. Following occurrence of a Lock Box Event, Lender shall have the right to direct Borrower to cause all of its Account Debtors to make all payments on the Accounts to a post office box (the “Lock Box”) designated by, and under the exclusive control of Lender or another financial institution acceptable to Lender. Upon direction by Lender, Borrower shall establish an account (the “Lock Box Account”) in Borrower’s name with a financial institution acceptable to Lender, into which all payments received in the Lock Box shall be deposited, and into which Borrower will immediately deposit all payments received by Borrower with respect to Accounts of Borrower and other Collateral in the identical form in which such payments were made, whether by cash or check. Following occurrence of a Lock Box Event, if Borrower, any Affiliate or Subsidiary of Borrower, or any shareholder, officer, director, employee or agent of Borrower or any Affiliate or Subsidiary of Borrower, or any other Person acting for or in concert with Borrower shall receive any monies, checks, notes, drafts or other payments relating to or as Proceeds of Accounts of Borrower or other Collateral, Borrower and each such Person shall receive all such items in trust for, and as the sole and exclusive property of, Lender and, immediately upon receipt thereof, shall remit the same (or cause the same to be remitted) in kind to the Lock Box Account. The financial institution with which the Lock Box Account is established shall acknowledge and agree, in a manner satisfactory to Lender, that the amounts on deposit in such Lock Box Account are the sole and exclusive property of Lender, that such financial institution will follow the instructions of Lender with respect to disposition of funds in the Lock Box and Lock Box Account without further consent from Borrower, that such financial institution has no right to setoff against the Lock Box Account or against any other account maintained by such financial institution into which the contents of the Lock Box Account are transferred, and that such financial institution shall wire to Lender, or otherwise transfer to Lender in immediately available funds in a manner satisfactory to Lender, funds deposited in the Lock Box Account on a daily basis as such funds are collected. For purposes of calculating interest on the Liabilities, three (3) business days after receipt by Lender of good Funds), Lender shall apply (conditional upon final collection) the whole or any part of such collections or Proceeds against the Liabilities in such order as Lender shall determine in its sole discretion. Borrower agrees that all payments deposited to such Lock Box Account or otherwise received by Lender, whether in respect of the Accounts of Borrower or as Proceeds of other Collateral or otherwise, will be applied on account of the Liabilities in accordance with the terms of this Agreement. Borrower agrees to pay all fees, costs and expenses which Lender incurs in connection with opening and maintaining the Lock Box Account and depositing for collection by Lender any check or other item of payment received by Lender on account of the Liabilities. All checks, drafts, instruments and other items of payment or Proceeds of Collateral shall be endorsed by Borrower to Lender, and, if that endorsement of any such item shall not be made for any reason, Lender is hereby irrevocably authorized to endorse the same on Borrower’s behalf. For the purpose of this Paragraph, Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as Borrower’s true and lawful attorney and agent-in-fact (i) to endorse Borrower’s name upon said items of payment and/or Proceeds of Collateral and upon any Tangible Chattel Paper of Borrower, document, instrument, invoice or similar document or agreement relating to any Account of Borrower or goods pertaining thereto; (ii) to take control in any manner of any item of payment or proceeds thereof; and (iii) to have access to any lock box or postal box into which any of Borrower’s mail is deposited, and open and process all mail addressed to Borrower and deposited therein.

(b)As used herein, the term "Lock Box Reset Event" shall mean that following the occurrence of a Lock Box Event, Borrower's actual EBITDA for two consecutive months has equaled or exceeded the amount of EBITDA shown in Borrower's EBITDA Projections for those two months.

(c)After the occurrence of a Lock Box Event, Lender may, at any time and from time to time, whether before or after notification to any Account Debtor and whether before or after the maturity of any of the Liabilities, (i) enforce collection of any of Borrower’s Accounts or contract rights by suit or otherwise; (ii) exercise all of Borrower’s rights and remedies with respect to proceedings brought to collect any Accounts of Borrower; (iii) surrender, release or exchange all or any part of any Accounts of Borrower, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (iv) sell or assign any Account of Borrower upon such terms, for such amount and at such time or times as Lender deems advisable; (v) prepare, file and sign Borrower’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor; and (vi) do all other acts and things which are necessary, in Lender’s sole discretion, to fulfill Borrower’s obligations under this Agreement and to allow Lender to collect the Accounts of Borrower. In addition to any other provision hereof, Lender may at any time, whether before or after the occurrence of an Event of Default, at Borrower’s expense, notify any parties obligated on any of the Accounts to make payment directly to Lender of any amounts due or to become due thereunder.

(d)Lender, in its sole discretion, without waiving or releasing any obligation, liability or duty of Borrower under this Agreement or the Other Agreements or any Event of Default, may at any time or times hereafter, but shall not be obligated to, pay, acquire or accept an assignment of any security interest, lien, encumbrance or claim asserted by any Person in, upon or against the Collateral. All sums paid by Lender in respect thereof and all costs, fees and expenses, including without limitation reasonable attorney fees, all court costs and all other charges relating thereto incurred by Lender shall constitute a loan, payable by Borrower to Lender on demand and, until paid, shall bear interest at the rate then applicable to the Loans.

(e)Immediately upon Borrower’s receipt of any portion of the Collateral evidenced by an agreement, Instrument or Document, including without limitation any Chattel Paper, Borrower shall deliver the original thereof to Lender together with an appropriate endorsement or other specific evidence of assignment thereof to Lender (in form and substance acceptable to Lender). If an endorsement or assignment of any such items shall not be made for any reason, Lender is hereby irrevocably authorized, as Borrower’s attorney and agent-in-fact, to endorse or assign the same on Borrower’s behalf.

9.SCHEDULES AND REPORTS.

(a)At the end of each month, upon each request for a Loan hereunder and at such other times as may be requested by Lender from time to time hereafter, Borrower shall deliver to Lender (i) a Borrowing Base Certificate certified by an authorized officer of Borrower, which certificate includes a schedule identifying each Eligible Order together with copies of the invoices, if requested by Lender (with evidence of shipment attached) pertaining to each such Eligible Order as well as daily sales, collections, cash receipts, credit and adjustment reports and all appropriate supporting documentation; and (ii) such additional schedules, certificates, reports and information with respect to the Collateral as Lender may from time to time require. Lender, through its officers, employees or agents, shall have the right, at any time and from time to time in Lender’s name, in the name of a nominee of Lender or in Borrower’s name, to verify the validity, amount or any other matter relating to any of Borrower’s Accounts, by mail, telephone, telegraph or otherwise. Borrower shall reimburse Lender, on demand, for all costs, fees and expenses incurred by Lender in this regard. Borrower shall immediately notify Lender of any event causing loss or depreciation in value of Borrower’s Inventory (other than normal depreciation occurring in the ordinary course of business). Such monthly reports may be submitted by telecopy, with originals to follow by U.S. Mail.

(b)Without limiting the generality of the foregoing, Borrower shall deliver to Lender, at least once a month, not later than the tenth (10^th) day of each month (or more frequently when requested by Lender), a month-end EBITDA certificate, certified by an authorized officer of Borrower which reconciles to all month-end financial reports and which states the amount of EBITDA for the prior month.

(c)Without limiting the generality of the foregoing, Borrower shall deliver to Lender, at least once a month, not later than the tenth (10^th) day of each month (or more frequently when requested by Lender), a month-end Borrowing Base Certificate, certified by an authorized officer of Borrower which reconciles to all month-end financial reports, an accounts receivable aging report (aged by invoice date), an accounts payable aging report (aged by invoice date) and all appropriate supporting documentation.

(d)All schedules, certificates, reports, and assignments and other items delivered by Borrower to Lender hereunder shall be executed by an authorized representative of Borrower and shall be in such form and contain such information as Lender shall specify.

10.TERMINATION. This Agreement shall be in effect until the Termination Date. The security interests and liens created under this Agreement and the Other Agreements shall survive such termination until the payment of the Liabilities has become indefeasible. In addition, the Covenants contained in Paragraphs 12(a), (b), (k), (l), (m), (n), (o), (p), (q), (r), and (s) shall survive the Termination Date for so long as Lender holds the Initial Warrants, the Additional Warrants or the Underlying Shares representing 25% of the Fully Diluted Common Shares. At such time as Borrower has repaid all of the Liabilities and this Agreement has terminated, Borrower shall deliver to Lender a release, in form and substance satisfactory to Lender, of all obligations and liabilities of Lender and its officers, directors, employees, agents and Affiliates to Borrower.

11.REPRESENTATIONS, WARRANTIES AND COVENANTS. Except as set forth in the disclosure schedules provided by the Borrower to the Lender on the date hereof, which may be supplemented with Lender’s approval from time to time after the date hereof should any fact or condition require a change thereto (the “Disclosure Schedule”), Borrower hereby represents, warrants and covenants that:

(a)all of the direct and indirect Subsidiaries of Borrower are set forth on Exhibit I. Except as set forth on Exhibit G, Borrower owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities;

(b)Borrower and each of its Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (as applicable), with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither Borrower nor any Subsidiary is in violation or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of Borrower and its Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in (i) a material adverse effect on the legality, validity or enforceability of this Agreement and/or the Other Agreements, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of Borrower and its Subsidiaries, taken as a whole, or (iii) a material adverse effect on Borrower’s ability to perform in any material respect on a timely basis its obligations under this Agreement and/or the Other Agreements (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification;

(c)the execution, delivery and performance of this Agreement and the Other Agreements by Borrower and the consummation by Borrower of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of Borrower’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of Borrower or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any material agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which Borrower or any Subsidiary is a party or by which any property or asset of Borrower or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any material law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which Borrower or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of Borrower or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect;

(d)the financial statements delivered or to be delivered by Borrower to Lender at or prior to the date of this Agreement and at all times subsequent thereto fairly reflect the financial condition of Borrower in accordance with GAAP, and there has been no adverse change in the financial condition, the operations or any other status of Borrower since the date of the financial statements delivered to Lender most recently prior to the date of this Agreement;

(e)the office where Borrower keeps its books, records and accounts (or copies thereof) concerning the Collateral, Borrower’s principal place of business and all of Borrower’s other places of business, locations of Collateral and post office boxes are as set forth in Exhibit J; Borrower shall promptly (but in no event less than ten (10) days prior thereto) advise Lender in writing of the proposed opening of any new place of business, the closing of any existing place of business, any change in the location of Borrower’s books, records and accounts (or copies thereof) or the opening or closing of any post office box of Borrower;

(f)the Collateral, including without limitation the Equipment (except any part thereof which prior to the date of this Agreement Borrower shall have advised Lender in writing consists of Collateral normally used in more than one state) is and shall be kept, or, in the case of vehicles, based, only at the addresses set forth on the first page of this Agreement or on Exhibit J;

(g)if any of the Collateral consists of Goods of a type normally used in more than one state, whether or not actually so used, Borrower shall immediately give written notice to Lender of any use of any such Goods in any state other than a state in which Borrower has previously advised Lender such Goods shall be used, and such Goods shall not, unless Lender shall otherwise consent in writing, be used outside of the continental United States;

(h)Borrower is and shall at all times be the lawful owner of its property now purportedly owned or hereafter purportedly acquired by Borrower, free from all liens, claims, security interests and encumbrances whatsoever, whether voluntarily or involuntarily created and whether or not perfected, other than the Permitted Liens and except for sales of Inventory in the ordinary course of business;

(i)Borrower has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the Other Agreements and perform its obligations hereunder and thereunder; Borrower’s execution, delivery and performance of this Agreement and the Other Agreements does not and shall not conflict with the provisions of any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which may now or hereafter be binding on Borrower, and Borrower’s execution, delivery and performance of this Agreement and the Other Agreements shall not result in the imposition of any lien or other encumbrance which might result in any Materially Adversely Effect upon any of Borrower’s property under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which Borrower or any of its property may be bound or affected;

(j)Borrower shall, and shall cause each of its Subsidiaries to comply in all material respects with all applicable laws, rules and regulations of all governmental authorities, the violation of which would reasonably be expected to have a Material Adverse Effect upon the financial condition, operating results, assets, operations or business prospects of Borrower and its Subsidiaries taken as a whole, and pay and discharge when payable all taxes, assessments and governmental charges (except to the extent the same are being contested in good faith and adequate reserves therefor have been established);

(k)there are no actions or proceedings which are pending or threatened against Borrower which might result in any Materially Adversely Effect with respect to Borrower’s property and Borrower shall, promptly upon becoming aware of any such pending or threatened action or proceeding, give written notice thereof to Lender;

(l)Borrower has obtained all material licenses, authorizations, approvals and permits, the lack of which would have a Material Adverse Effect on the operation of its business, and Borrower is and shall remain in compliance in all material respects with all applicable federal, state, local and foreign statutes, orders, regulations, rules and ordinances (including, without limitation, statutes, orders, regulations, rules, and ordinances relating to taxes, securities, employee health and safety and environmental matters), the failure to comply with which would have a Material Adverse Effect on its business, property, assets, operations or condition, financial or otherwise;

(m)other than Lender and those entities listed in Exhibit K, no Person has any right to cause Borrower to effect the registration under the Securities Act of any securities of Borrower;

(n)the Securities are duly authorized and, when issued and paid for in accordance with this Agreement and/or the Other Agreements, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by Borrower other than restrictions on transfer provided for in this Agreement and/or the Other Agreements. The Underlying Shares, when issued in accordance with the terms of this Agreement and/or the Other Agreements, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by Borrower. The Initial Warrants shall be exercisable for 25% of Borrower’s Fully Diluted Common Shares and the Additional Warrants shall be exercisable for 15% of Borrower’s Fully Diluted Common Shares, therefore, Borrower has reserved from its duly authorized capital stock a number of Common Shares for issuance of the Underlying Shares at least equal to 40% of the Borrower’s Fully Diluted Common Shares on the date hereof;

(o)the capitalization of Borrower is as set forth on Exhibit L. Borrower has not issued any capital stock since its most recently filed periodic report under the Securities Exchange Act, except as set forth on Exhibit K, other than pursuant to the exercise of employee stock options under Borrower’s stock option plans, the issuance of Common Shares to employees pursuant to Borrower’s employee stock purchase plan and pursuant to the conversion or exercise of Common Shares Equivalents outstanding as of the date of the most recently filed periodic report under the Securities Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement and/or the Other Agreements. Except as a result of the purchase and sale of the Securities, or as set forth in Schedule 11(o), there are no outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Common Shares, or contracts, commitments, understandings or arrangements by which Borrower or any Subsidiary is or may become bound to issue additional Common Shares or Common Shares Equivalents. The issuance and sale of the Securities will not obligate Borrower to issue Common Shares or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of Borrower are validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholder, the Board of Directors of Borrower or others is required for the issuance and sale of the Securities. There are no shareholders agreements, voting agreements or other similar agreements with respect to Borrower’s capital stock to which Borrower is a party or, to the Knowledge of Borrower, between or among any of Borrower’s shareholders;

(p)all written information now, heretofore or hereafter furnished by Borrower to Lender is and shall be materially true and correct as of the date with respect to which such information was or is furnished, except to the extent the failure of such information being true and correct would not result in a Material Adverse Effect on the Borrower;

(q)Borrower is not conducting, permitting or suffering to be conducted, nor shall it conduct, permit or suffer to be conducted, any activities or transactions with any Affiliate of Borrower; provided, however, that Borrower may enter into transactions with Affiliates of Borrower in the ordinary course of business pursuant to terms that are no less favorable to Borrower than the terms upon which such transfers or transactions would have been made had they been made to or with a Person that is not an Affiliate of Borrower and, in connection therewith, may transfer cash or property to Affiliates of Borrower for fair value;

(r)Except as set forth on Exhibit M, Borrower’s name has always been as set forth on the first page of this Agreement and Borrower uses no tradenames or division names in the operation of its business; Borrower shall notify Lender in writing within ten (10) days of the change of its name or the use of any tradenames or division names not previously disclosed to Lender in writing;

(s)with respect to Borrower’s Equipment: (i) Borrower has good and indefeasible and merchantable title to and ownership of all Equipment, including without limitation the Equipment described on Exhibit N; (ii) Borrower shall keep and maintain the Equipment in good operating condition and repair and shall make all necessary replacements thereof and renewals thereto so that the value and operating efficiency thereof shall at all times be preserved and maintained; (iii) Borrower shall not permit any such items to become a Fixture to real estate or an accession to other personal property; and (iv) Borrower, immediately on demand by Lender, shall deliver to Lender any and all evidence of ownership of, including without limitation, if applicable, certificates of title and applications of title to, any of the Equipment;

(t)this Agreement and the Other Agreements to which Borrower is a party are the legal, valid and binding obligations of Borrower and are enforceable against Borrower in accordance with their respective terms except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;

(u)Except as set forth on Schedule 11(u), Borrower is not now obligated, nor shall it create, incur, assume or become obligated (directly or indirectly), for any loans or other indebtedness for borrowed money other than the Loans, except that Borrower may (i) borrow money from a Person other than Lender on an unsecured and subordinated basis if a subordination agreement in favor of Lender and in form and substance satisfactory to Lender is executed and delivered to Lender relative thereto; (ii) maintain any present indebtedness to any Person which is set forth on Exhibit O; and (iii) incur unsecured indebtedness to trade creditors in the ordinary course of Borrower’s business;

(v)Borrower does not own any margin securities, and none of the proceeds of the Loans hereunder shall be used for the purpose of purchasing or carrying any margin securities or for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase any margin securities or for any other purpose not permitted by Regulation U of the Board of Governors of the Federal Reserve System as in effect from time to time;

(w)Exhibit H sets forth the names of all of the Subsidiaries of Borrower and except as set forth on Exhibit H, Borrower has no subsidiaries or divisions, nor is Borrower engaged in any joint venture or partnership with any other Person;

(x)Borrower has not received written notice that it is in default under any material contract, lease or commitment to which it is a party or by which it is bound, nor does Borrower know of any dispute regarding any contract, lease or commitment which is material to the continued financial success and well-being of Borrower;

(y)there are no controversies pending or to the Borrower’s Knowledge, threatened between Borrower and any of its employees, other than employee grievances arising in the ordinary course of business which would not, in the aggregate, have a Material Adverse Effect on Borrower, and Borrower is in compliance with all federal and state laws respecting employment and employment terms, conditions and practices, except to the extent the Borrower’s failure to be in compliance with all such laws would not result in a Material Adverse Effect on Borrower;

(z)Exhibit P, Schedule 1 contains a true and complete list of the Intellectual Property, and includes details of all due dates for further filings, maintenance and other payments or other actions falling due in respect of the Intellectual Property within twelve (12) months following the date of this Agreement, and the current status of the corresponding registrations, filings, applications and payments;

(aa)Borrower has not received written notice that it has infringed upon or misappropriated any Intellectual Property rights of any person in Borrower’s conduct of the Business. No written notice (i) challenging the validity, effectiveness or ownership by Borrower of any of the Intellectual Property, or (ii) to the effect that the use, distribution, licensing, sublicensing, sale or any other exercise of rights in any product, service, work, technology or process as now used or offered or proposed for use, licensing, sublicensing, sale or other manner of commercial exploitation by Borrower infringes or will infringe on any Intellectual Property rights or personal right of any Person have been asserted or, to Borrower’s Knowledge, are threatened by any Person, nor are there, to Borrower’s knowledge, any valid grounds for any bona fide claim of any such kind. To Borrower’s knowledge, there is and has been no unauthorized use, infringement or misappropriation of any Intellectual Property by any third party, employee or former employee;

(bb)Except as set forth on Exhibit P, Borrower does not owe any royalties or other payments to third parties in respect of the Intellectual Property. All royalties or other payments set forth on Exhibit P, Schedule 2 that have accrued prior to the date of this Agreement have been paid; and

(cc)Borrower represents, warrants and covenants to Lender that all representations and warranties of Borrower contained in this Agreement (whether appearing in Paragraph 11 or 12 hereof or elsewhere) shall be true at the time of Borrower’s execution of this Agreement, shall survive the execution, delivery and acceptance hereof by the parties hereto and the closing of the transactions described herein or related hereto, shall be remade by Borrower at the time each Loan is made pursuant to this Agreement.

12.ADDITIONAL COVENANTS OF BORROWER. Except as otherwise contemplated in this Agreement or necessary to comply with this Agreement or the Other Agreements, unless Borrower obtains Lender’s prior written consent waiving or modifying any of Borrower’s covenants hereunder in any specific instance, Borrower agrees as follows:

(a)Borrower shall at all times keep accurate and complete books, records and accounts with respect to all of Borrower’s business activities, in accordance with sound accounting practices and generally accepted accounting principles consistently applied, and shall keep such books, records and accounts, and any copies thereof, only at the addresses indicated for such purpose on Exhibit J;

(b)Borrower agrees to deliver to Lender the following financial information, all of which shall be prepared in accordance with generally accepted accounting principles consistently applied: (i) no later than thirty (30) days after each calendar month, copies of internally prepared financial statements, including without limitation balance sheets and statements of income, retained earnings and cash flow of Borrower, with a Compliance Certificate in the form of Exhibit Q hereto, acknowledged by the Chief Financial Officer of Borrower to be true and correct and free from material error, as well as detailed accounts payable and accounts receivable agings; (ii) no later than ninety (90) days after the end of each of Borrower’s fiscal years, annual financial statements audited by independent certified public accountants selected by Borrower and satisfactory to Lender, which financial statements shall be accompanied by a letter from such accountants acknowledging that they are aware that Lender is relying upon such financial statements in connection with the exercise of its rights hereunder and a Compliance Certificate acknowledged by the Chief Financial Officer of Borrower to be true and correct and free from material error; (iii) no later than the end of each fiscal year of Borrower, Borrower shall deliver to Lender projected balance sheets, income statements and projections of EBITDA (“EBITDA Projections”) for the succeeding fiscal year, such projections to be prepared showing monthly calculations; (iv) within ten (10) days after the filing thereof, copies of Borrower’s United States corporate income tax returns; and (v) such other financial information as Lender shall reasonably request;

(c)Borrower shall promptly advise Lender in writing of any event that has had a Material Adverse Effect, the occurrence of any Event of Default hereunder or the occurrence of any event which, if uncured, will become an Event of Default hereunder after notice or lapse of time (or both), and such written advise under this Paragraph 12(c) shall not be deemed to cure or waive and an Event of Default;

(d)Lender, or any Persons designated by it, shall have the right, upon providing the Borrower or its Subsidiaries, as the case may be, with no less than one day prior written notice, to call at Borrower’s places of business at any reasonable times, and, without hindrance or delay, to inspect the Collateral and to inspect, audit, check and make extracts from Borrower’s books, records, journals, orders, receipts and any correspondence and other data relating to Borrower’s business, the Collateral or any transactions between the parties hereto, and shall have the right to make such verification concerning Borrower’s business as Lender may consider reasonable under the circumstances. Borrower shall furnish to Lender such information relevant to Lender’s rights under this Agreement as Lender shall at any time and from time to time request. Borrower authorizes Lender to discuss the affairs, finances and business of Borrower with any officers, employees or directors of Borrower or with any Affiliate or the officers, employees or directors of any Affiliate, and to discuss the financial condition of Borrower with Borrower’s independent public accountants;

(e)Borrower shall:

(i)keep the Collateral properly housed and shall keep the Collateral insured for the full insurable value thereof against loss or damage by fire, theft, explosion, sprinklers, collision (in the case of motor vehicles) and such other risks as are customarily insured against by Persons engaged in businesses similar to that of Borrower with such companies, in such amounts and under policies in such form as shall be reasonably satisfactory to Lender. At the request of Lender, original (or certified) copies of such policies of insurance shall be delivered to Lender, together with evidence of payment of all premiums therefor, and shall contain an endorsement, in form and substance acceptable to Lender, showing loss under such insurance policies payable to Lender. Such endorsement, or an independent instrument furnished to Lender, shall provide that the insurance company shall give Lender at least thirty (30) days written notice before any such policy of insurance is altered or cancelled and that no act, whether willful or negligent, or default of Borrower or any other Person shall affect the right of Lender to recover under such policy of insurance in case of loss or damage. In addition, Borrower shall cause to be executed and delivered to Lender an assignment of proceeds of its business interruption insurance policies. Borrower hereby directs all insurers under such policies of insurance to pay all proceeds payable thereunder directly to Lender; and

(ii)maintain, at its expense, such public liability and third party property damage insurance as is customary for Persons engaged in businesses similar to that of Borrower with such companies and in such amounts, with such deductibles and under policies in such form as shall be satisfactory to Lender and, at the request of Lender, original (or certified) copies of such policies shall be delivered to Lender, together with evidence of payment of all premiums therefor; each such policy shall contain an endorsement showing Lender as additional insured thereunder and providing that the insurance company shall give Lender at least thirty (30) days written notice before any such policy shall be altered or cancelled.

If Borrower at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay any premium in whole or in part relating thereto, then Lender, without waiving or releasing any obligation or default by Borrower hereunder, may (but shall be under no obligation to) obtain and maintain such policies of insurance and pay such premiums and take such other actions with respect thereto as Lender deems advisable. Such insurance, if obtained by Lender, may, but need not protect Borrower’s interests or pay any claim made by or against Borrower with respect to the Collateral. Such insurance may be more expensive than the cost of insurance Borrower may be able to obtain on its own and may be cancelled only upon Borrower providing evidence that it has obtained the insurance as required above. All sums disbursed by Lender in connection with any such actions, including without limitation court costs, expenses, other charges relating thereto and reasonable attorneys’ fees, shall be payable on demand by Borrower to Lender and, until paid, shall bear interest at the highest rate then applicable to the Term Loans hereunder;

(f)Borrower shall not use its property, or any part thereof, in any unlawful business or for any unlawful purpose or use or maintain any of its property in any manner that does or could result in material damage to the environment or a violation of any applicable environmental laws, rules or regulations; shall keep its property in good condition, repair and order; shall permit Lender to examine any of its property at any time; shall not permit its property, or any part thereof, to be levied upon under execution, attachment, distraint or other legal process; shall not grant a security interest in or suffer to exist a lien on any of its property; shall not sell, lease, transfer or otherwise dispose of any of its property except for the sale of Inventory in the ordinary course of its business; and shall not secrete or abandon any of its property, or remove or permit removal of any of its property from any of the locations listed on Exhibit J or in any written notice to Lender pursuant to Paragraph 11(b) hereof, except for the removal of Inventory sold in the ordinary course of Borrower’s business;

(g)all monies and other property obtained by Borrower from Lender pursuant to this Agreement will be used solely for business purposes of Borrower as set forth in its Securities Exchange Act reports;

(h)Borrower shall, at the request of Lender, indicate on its records concerning the Collateral a notation, in form satisfactory to Lender, of the security interest of Lender hereunder, and Borrower shall not maintain duplicates or copies of such records at any address other than Borrower’s principal place of business set forth on the first page of this Agreement;

(i)Borrower shall file all required tax returns and pay all of its taxes when due, including without limitation taxes imposed by federal, state or municipal agencies, and shall cause any liens for taxes to be promptly released; provided, that Borrower shall have the right to contest the payment of such taxes in good faith by appropriate proceedings so long as (i) the amount so contested is shown on Borrower’s financial statements, (ii) the contesting of any such payment does not give rise to a lien for taxes, (iii) Borrower keeps on deposit with Lender an amount of money which, in the sole judgment of Lender, is sufficient to pay such taxes and any interest or penalties that may accrue thereon, and (iv) if Borrower fails to prosecute such contest with reasonable diligence, Lender may apply the money so deposited in payment of such taxes. If Borrower fails to pay any such taxes and in the absence of any such contest by Borrower, Lender may (but shall be under no obligation to) advance and pay any sums required to pay any such taxes and/or to secure the release of any lien therefor, and any sums so advanced by Lender shall be payable by Borrower to Lender on demand, and, until paid, shall bear interest at the highest rate then applicable to the Term Loans hereunder;

(j)Borrower shall not assume, guarantee or endorse, or otherwise become liable in connection with, the obligations of any Person, except by endorsement of instruments for deposit or collection or similar transactions in the ordinary course of business;

(k)Except for the payment of dividends to the holders of the Borrower’s Series A or Series B Preferred Stock, Borrower shall not, except as expressly contemplated by this Agreement, directly or indirectly declare or pay any dividends or make any distributions upon any of its Common Shares;

(l)Except in accordance with the rights and preferences of the Series A and Series B Preferred Stock, Borrower shall not, directly or indirectly redeem, purchase or otherwise acquire, or permit any Subsidiary to redeem, purchase or otherwise acquire, any of Borrower’s Common Shares (including, without limitation, warrants, options and other rights to acquire Common Shares);

(m)Borrower shall not, except as expressly contemplated by this Agreement, authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise), or permit any Subsidiary to authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise) of, (i) any notes or debt securities containing equity features (including, without limitation, any notes or debt securities convertible into or exchangeable for Common Shares, issued in connection with the issuance of Common Shares or containing profit participation features), (ii) any Common Shares (or any securities convertible into or exchangeable for any Common Shares) or rights to acquire any Common Shares, except in connection with any existing obligations or issued and outstanding securities as of the date hereof that may be convertible or exchangeable into Common Shares of the Borrower, in accordance with their terms, or (iii) any Preferred Shares or rights to acquire any Preferred Shares;

(n)Borrower shall not merge or consolidate with any Person or permit any Subsidiary to merge or consolidate with any Person (other than a wholly-owned Subsidiary);

(o)Borrower shall not sell, lease or otherwise dispose of, or permit any Subsidiary to sell, lease or otherwise dispose of, more than 5% of the consolidated assets of Borrower and its Subsidiaries (computed on the basis of book value, determined in accordance with GAAP or fair market value, determined by the Board in its reasonable good faith judgment) in any transaction or series of related transactions (other than sales of inventory in the ordinary course of business);

(p)Borrower shall not liquidate, dissolve or effect a recapitalization or reorganization in any form of transaction (including, without limitation, any reorganization into partnership form);

(q)Borrower shall not enter into, or permit any Subsidiary to enter into, the ownership, active management or operation of any business other than the business of Borrower as set forth in its Securities Exchange Act reports;

(r)Borrower shall not enter into, or permit any Subsidiary to enter into, any transaction with any of its or any of its Subsidiary’s officers, directors, employees or Affiliates except in the ordinary course of its business;

(s)Borrower shall not create, incur, assume or suffer to exist, or permit any Subsidiary to create, incur, assume or suffer to exist, indebtedness for borrowed money except as contemplated in this Agreement;

(t)Borrower shall (i) keep in full force and effect any and all Plans which may, from time to time, come into existence under ERISA, unless such Plans can be terminated without liability to Borrower; (ii) make contributions to all of the Plans in a timely manner and in a sufficient amount to comply with the requirements of ERISA; (iii) comply with all material requirements of ERISA which relate to Plans (including without limitation the minimum funding standards of Section 302 of ERISA); and (iv) notify Lender immediately upon receipt by Borrower of any notice of the institution of any proceeding or other action which may result in the termination of any Plans;

(u)Borrower shall reimburse Lender for all costs and expenses, including without limitation legal expenses and reasonable attorneys’ fees, incurred by Lender in connection with documentation and consummation of this transaction and any other future transactions between Borrower and Lender, including without limitation Uniform Commercial Code and other public record searches, lien filings, Federal Express or similar express or messenger delivery, appraisal costs, surveys, title insurance and environmental audit or review costs, and in seeking to administer, collect, protect or enforce any rights in or to the Collateral or incurred by Lender in seeking to collect any Liabilities and to administer and/or enforce any of Lender’s rights under this Agreement and the Other Agreements. All such costs, expenses and charges shall be payable by Borrower to Lender on demand, and, until paid, shall bear interest at the highest rate then applicable to the Term Loans hereunder;

(v)Borrower shall not purchase or otherwise acquire (including without limitation acquisition by way of capitalized lease), or commit to purchase or otherwise acquire, any fixed asset, if, after giving affect to such purchase or other acquisition, the aggregate costs of all fixed assets purchased or otherwise acquired by Borrower would exceed Two Hundred Fifty Thousand Dollars ($250,000) during any fiscal year of Borrower;

(w)As required by federal law and the Lender’s policies and practices, the Lender may need to obtain, verify and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services and Borrower agrees to provide such information. In addition, and without limiting the foregoing sentence, the Borrower shall (a) ensure, and cause each Subsidiary to ensure, that no Person who owns a controlling interest in or otherwise controls the Borrower or any Subsidiary is or shall be listed on the Specially Designated Nationals and Blocked Person List or other similar lists maintained by the Office of Foreign Assets Control (“OFAC”), the Department of the Treasury or included in any Executive Orders, (b) not use or permit the use of the proceeds of the Loans to violate any of the foreign asset control regulations of OFAC or any enabling statute or Executive Order relating thereto, and (c) comply, and cause each Subsidiary to comply, with all applicable Bank Secrecy Act (“BSA”) laws and regulations, as amended; and

(x)Borrower will propose to Lender procedures to protect the secrecy, confidentiality, and value of all trade secrets and Intellectual Property Rights included in the Intellectual Property; and, following Lender's reasonable approval of such procedures, Borrower will implement and adhere to those procedures in a commercially reasonable manner.

13.INVESTMENT REPRESENTATIONS OF THE LENDER. In connection with its acquisition of the Initial Warrants, the Additional Warrants and the underlying shares of common stock of the Borrower, the Lender hereby represents and warrants to the Borrower as follows:

(a)The Lender is aware that the Initial Warrants, the Additional Warrants and the underlying shares of common stock of the Borrower are being offered and sold by means of an exemption under the Securities Act, as well as exemptions under certain state securities laws for nonpublic offerings, and that they make the representations, declarations and warranties as contained in this Section 13 with the intent that the same shall be relied upon by the Borrower in determining the Lender’s suitability as a purchaser of the Initial Warrants, the Additional Warrants and the underlying shares of common stock of the Borrower;

(b)The Lender is, and on each date it exercises either the Initial Warrants or the Additional Warrants, an “Accredited Investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Borrower and of making an informed investment decision;

(c)The Lender is aware that it cannot sell or otherwise transfer the Initial Warrants, the Additional Warrants or the underlying shares of common stock of the Borrower without registration under applicable securities laws or without an exemption therefrom, and is aware that it will be required to bear the financial risks of its purchase for an indefinite period of time because, among other reasons, the Initial Warrants, the Additional Warrants and the underlying shares of common stock of the Borrower have not been registered with any regulatory authority and, therefore, cannot be transferred or resold unless subsequently registered under applicable securities laws or an exemption from such registration is available;

(d)The Lender recognizes that no agency has recommended or endorsed the purchase of the Initial Warrants, the Additional Warrants or the underlying shares of common stock of the Borrower or passed upon the adequacy or accuracy of the information set forth herein, and that the Borrower is relying on the truth and accuracy of the representations, declarations and warranties made by the Lender as contained herein in selling the Initial Warrants, the Additional Warrants and the underlying shares of common stock of the Borrower to the Lender;

(e)The Lender is not purchasing the Initial Warrants, the Additional Warrants or the underlying shares of common stock of the Borrower as a result of any advertisement, article, notice or other communication regarding the Initial Warrants, the Additional Warrants or the underlying shares of common stock of the Borrower published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement; and

(f)The Lender is purchasing the Initial Warrants, the Additional Warrants and the underlying shares of common stock of the Borrower for investment for its own account and not with a view to or for sale in connection with any distribution of the Initial Warrants, the Additional Warrants or the underlying shares of common stock of the Borrower to or for the accounts of others. The Lender does not have any agreement or understanding, directly or indirectly, with any Person to distribute the Initial Warrants, the Additional Warrants or the underlying shares of common stock of the Borrower. The Lender agrees that it will not dispose of the Initial Warrants, the Additional Warrants or the underlying shares of common stock of the Borrower, or any portion thereof or interest therein, unless and until counsel for the Borrower shall have determined that the intended disposition is permissible and does not violate applicable securities laws.

14.DEFAULT. The occurrence of any one or more of the following events shall constitute an “Event of Default” by Borrower hereunder:

(a)the failure of any Obligor to pay when due any of the Liabilities, unless otherwise cured by Borrower within five (5) days after the receipt of written notice thereof;

(b)the failure of any Obligor to perform, keep or observe any of the covenants, conditions, promises, agreements or obligations of such Obligor under this Agreement or any of the Other Agreements, unless otherwise cured by Borrower within thirty (30) days after the receipt of written notice thereof;

(c)the making or furnishing by any Obligor to Lender of any representation, warranty, certificate, schedule, report or other communication within or in connection with this Agreement or the Other Agreements or in connection with any other agreement between such Obligor and Lender, which is untrue or misleading in any material respect;

(d)the making or any attempt to make any levy, seizure or attachment of any of Borrower’s property, unless otherwise cured by Borrower within thirty (30) days after the receipt of written notice thereof;

(e)the commencement of any proceedings in bankruptcy by or against any Obligor or for the liquidation or reorganization of any Obligor, or alleging that such Obligor is insolvent or unable to pay its debts as they mature, or for the readjustment or arrangement of any Obligor’s debts, whether under the United States Bankruptcy Code or under any other law, whether state or federal, now or hereafter existing for the relief of debtors, or the commencement of any analogous statutory or non-statutory proceedings involving any Obligor; provided, however, that if such commencement of proceedings against such Obligor is involuntary and such Obligor is contesting such proceedings in good faith, such action shall not constitute an Event of Default unless such proceedings are not dismissed within thirty (30) days after the commencement of such proceedings;

(f)the appointment of a receiver or trustee for any Obligor, for any of the Collateral or for any substantial part of any Obligor’s assets or the institution of any proceedings for the dissolution, or the full or partial liquidation, of any Obligor which is a corporation or a partnership; provided, however, that if such appointment or commencement of proceedings against such Obligor is involuntary and such Obligor is contesting such proceedings in good faith, such action shall not constitute an Event of Default unless such appointment is not revoked or such proceedings are not dismissed within thirty (30) days after the commencement of such proceedings;

(g)the entry of any judgment or order against any Obligor which remains unsatisfied or undischarged and in effect for thirty (30) days after such entry without a stay of enforcement or execution;

(h)the dissolution of any Obligor which is a partnership or corporation, unless otherwise cured by Borrower within thirty (30) days after the receipt of written notice thereof;

(i)the occurrence of a change of control of Borrower, except as contemplated in this Agreement;

(j)unless otherwise cured by Borrower within thirty (30) days after the receipt of written notice thereof, the occurrence of an event of default under, or the revocation or termination of, any agreement, instrument or document executed and delivered by any Person to Lender pursuant to which such Person has guaranteed to Lender the payment of all or any of the Liabilities or has granted Lender a security interest in or lien upon some or all of such Person’s real and/or personal property to secure the payment of all or any of the Liabilities;

(k)unless otherwise cured by Borrower within thirty (30) days after the receipt of written notice thereof, the occurrence of any material adverse change in the financial condition of Borrower, including a material adverse change regarding Borrower's Intellectual Property,, as determined by Lender in its sole judgment or the occurrence of any event which, in Lender’s sole judgment might have a material adverse effect on the financial condition of Borrower, including a material adverse change regarding Borrower's Intellectual Property; or

(l)Lender shall have declared an Event of Default with respect to an IP Diligence Issue under Section 4(b)(i) of this Agreement.

15.REMEDIES UPON AN EVENT OF DEFAULT.

(a)Without limiting Lender’s right to demand payment of the Liabilities at any time, upon the occurrence of an Event of Default, all of Borrower’s Liabilities shall immediately and automatically become due and payable, without notice of any kind and upon the occurrence of any other Event of Default, all Liabilities may, at the option of Lender, and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable.

(b)Upon the occurrence of an Event of Default, Lender may exercise from time to time any rights and remedies available to it under the Uniform Commercial Code and any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement or in any of the Other Agreements and all of Lender’s rights and remedies shall be cumulative and non-exclusive to the extent permitted by law. In particular, but not by way of limitation of the foregoing, Lender may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral (in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter into any of Borrower’s premises where any of the Collateral may be without disturbing the business of the Borrower in any respect or causing any damage to the real or personal property of the Borrower, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Lender shall have the right to store the same at any of Borrower’s premises without cost to Lender. At Lender’s request, Borrower shall, at Borrower’s expense, assemble the Collateral and make it available to Lender at one or more places to be designated by Lender and reasonably convenient to Lender and Borrower. Borrower recognizes that if Borrower fails to perform, observe or discharge any of its Liabilities under this Agreement or the Other Agreements, no remedy at law will provide adequate relief to Lender, and agrees that Lender shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages. Any notification of intended disposition of any of the Collateral required by law will be deemed to be a reasonable authenticated notification of disposition if given at least ten (10) days prior to such disposition and such notice shall (i) describe Lender and Borrower, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of the intended disposition, (iv) state that Borrower is entitled to an accounting of the Liabilities and state the charge, if any, for an accounting and (v) state the time and place of any public disposition or the time after which any private sale is to be made. Lender may disclaim any warranties that might arise in connection with the sale, lease or other disposition of the Collateral and has no obligation to provide any warranties at such time. Any proceeds of any disposition by Lender of any of the Collateral may be applied by Lender to the payment of expenses in connection with the Collateral, including without limitation reasonable legal expenses and reasonable attorneys’ fees, and any balance of such proceeds may be applied by Lender toward the payment of such of the Liabilities, and in such order of application, as Lender may from time to time elect.

16.INDEMNIFICATION. Borrower agrees to defend (with counsel satisfactory to Lender), protect, indemnify and hold harmless Lender, each Affiliate of Lender, and each of their respective officers, directors, employees, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature (including without limitation the disbursements and the reasonable fees of counsel for each Indemnified Party in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnified Party shall be designated a party thereto), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including without limitation securities, environmental and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement or any Other Agreement, or any act, event or transaction related or attendant thereto, the making and the management of the Loans; provided, however, that Borrower shall not have any obligation hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party within 15 days of receipt of a written demand from an Indemnified Party, and, failing prompt payment, shall, together with interest thereon at the highest rate then applicable to the Loans hereunder from the date incurred by each Indemnified Party until paid by Borrower, be added to the Liabilities of Borrower and be secured by the Collateral. The provisions of this Paragraph 15 shall survive the satisfaction and payment of the other Liabilities and the termination of this Agreement.

17.CONFIDENTIALITY. The Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Related Parties, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any Governmental Authority or rating agency, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Paragraph, to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement, (g) to any direct or indirect contractual counterparty relating to this Agreement or such counterparty's professional advisor, (h) with the consent of the Borrower, and (i) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Paragraph 16 or (ii) becomes available to the Lender on a nonconfidential basis from a source other than a Borrower. The Lender further agrees not to buy or sell Common Shares on the basis of Information that is material and nonpublic at such time. For the purposes of this Paragraph, “Information” means all information received from any Borrower relating to a Borrower or its business, other than any information that (i) is or becomes publicly known through no wrongful act of the Lender; (ii) is obtained by the Lender from a third party lawfully in possession of such information and having the legal right to transmit the same, (iii) is already known to the Lender free of any restrictions at the time it is obtained from the Borrower or (iv) is independently developed by the Lender without reference to any confidential information of the Borrower. Any Person required to maintain the confidentiality of Information as provided in this Paragraph shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

18.NOTICE. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified; (b) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day; (c) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.

All communications shall be sent as follows:

If to Borrower, to:	Sequiam Corporation 300 Sunport Lane Orlando, FL 32809 Attention:Mark L. Mroczkowski Facsimile:407-240-1431
	with a copy to:
	Greenberg Traurig, P.A. 450 South Orange Avenue, Suite 650 Orlando, Florida 32801
	Attention:Randolph Fields, Esq. Facsimile: 407-650-8472
If to Lender, to:	Biometric Investors, L.L.C. 5111 Maryland Way, Suite 201 Brentwood, TN 37027 Attention: Roger Brown Facsimile: (615) 221-1199
	with a copy to:
	Kenneth Hartmann, Esq. 330 W. State Street Suite 200 Geneva, IL 60134 Facsimile: (630) 845-4039 with a copy to: Stephen Tsoris, Esq. Drinker Biddle Gardner Carton 191 N. Wacker Drive Chicago, IL 60601 Facsimile: (312) 569-3142

19.CHOICE OF GOVERNING LAW; CONSTRUCTION; FORUM SELECTION. This Agreement and the Other Agreements are submitted by Borrower to Lender for Lender’s acceptance or rejection at Lender’s principal place of business as an offer by Borrower to borrow monies from Lender now and from time to time hereafter, and shall not be binding upon Lender or become effective until accepted by Lender, in writing, at said place of business. If so accepted by Lender, this Agreement and the Other Agreements shall be deemed to have been made at said place of business. THIS AGREEMENT AND THE OTHER AGREEMENTS SHALL BE GOVERNED AND CONTROLLED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS AS TO INTERPRETATION, ENFORCEMENT, VALIDITY, CONSTRUCTION, EFFECT, AND IN ALL OTHER RESPECTS, INCLUDING WITHOUT LIMITATION THE LEGALITY OF THE INTEREST RATE AND OTHER CHARGES, BUT EXCLUDING PERFECTION OF THE SECURITY INTERESTS IN THE COLLATERAL, WHICH SHALL BE GOVERNED AND CONTROLLED BY THE LAWS OF THE RELEVANT JURISDICTION. If any provision of this Agreement shall be held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or remaining provisions of this Agreement.

To induce Lender to accept this Agreement, Borrower irrevocably agrees that, subject to Lender’s sole and absolute election, ALL ACTIONS OR PROCEEDINGS IN ANY WAY, MANNER OR RESPECT, ARISING OUT OF OR FROM OR RELATED TO THIS AGREEMENT, THE OTHER AGREEMENTS OR THE COLLATERAL SHALL BE LITIGATED IN COURTS HAVING SITUS WITHIN THE CITY OF CHICAGO, STATE OF ILLINOIS. BORROWER HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURTS LOCATED WITHIN SAID CITY AND STATE. BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF ANY LITIGATION BROUGHT AGAINST BORROWER BY LENDER IN ACCORDANCE WITH THIS PARAGRAPH.

20.PARTICIPATION; ASSIGNMENT. Lender shall have the right to assign all or any of its rights under this Agreement and the Other Agreements, and/or to offer participation interests therein, to any Person, without the consent of Borrower. In such event, Borrower shall execute such agreements, instruments and documents as Lender shall request in connection therewith, including without limitation agreements, instruments and documents in favor of each assignee and participant.

21.MODIFICATION AND BENEFIT OF AGREEMENT. This Agreement and the Other Agreements may not be modified, altered or amended except by an agreement in writing signed by Borrower and Lender. Borrower may not sell, assign or transfer this Agreement, or the Other Agreements or any portion thereof, including without limitation Borrower’s rights, titles, interest, remedies, powers or duties thereunder.

22.HEADINGS OF SUBDIVISIONS. The headings of subdivisions in this Agreement are for convenience of reference only, and shall not govern the interpretation of any of the provisions of this Agreement. As used herein, the term “including” and its variations shall be construed to mean “including without limitation.”

23.POWER OF ATTORNEY. Borrower acknowledges and agrees that its appointment of Lender as its attorney and agent-in-fact for the purposes specified in this Agreement is an appointment coupled with an interest and shall be irrevocable until all of the Liabilities are paid in full and this Agreement is terminated.

24.WAIVER OF JURY TRIAL; OTHER WAIVERS.

(a)BORROWER HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, ANY OF THE OTHER AGREEMENTS, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER OR LENDER OR WHICH, IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP BETWEEN BORROWER AND LENDER. IN NO EVENT SHALL LENDER BE LIABLE FOR LOST PROFITS OR OTHER SPECIAL OR CONSEQUENTIAL DAMAGES.

(b)Except as otherwise set forth herein, Borrower hereby waives demand, presentment, protest and notice of nonpayment.

(c)Lender’s failure, at any time or times hereafter, to require strict performance by Borrower of any provision of this Agreement or any of the Other Agreements shall not waive, affect or diminish any right of Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver by Lender of an Event of Default under this Agreement or any default under any of the Other Agreements shall not suspend, waive or affect any other Event of Default under this Agreement or any other default under any of the Other Agreements, whether the same is prior or subsequent thereto and whether of the same or of a different kind or character. No delay on the part of Lender in the exercise of any right or remedy under this Agreement or any Other Agreement shall preclude other or further exercise thereof or the exercise of any right or remedy. None of the undertakings, agreements, warranties, covenants and representations of Borrower contained in this Agreement or any of the Other Agreements and no Event of Default under this Agreement or default under any of the Other Agreements shall be deemed to have been suspended or waived by Lender unless such suspension or waiver is in writing, signed by a duly authorized officer of Lender and directed to Borrower specifying such suspension or waiver.

(Signatures continue on attached page)

--

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

BORROWER:

SEQUIAM CORPORATION, a California corporation

By:

Name:

Title:

LENDER:

BIOMETRICS INVESTORS, L.L.C., a Delaware limited liability company

By:

Name: Roger Brown

Title: Manager

LIST OF EXHIBITS

A-Additional Warrants

B-Gross Profit Margin Requirements

C-Initial Warrants

D-Permitted Liens

E-Registration Rights Agreement

F-Form of Borrower’s Base certificate

G -Form of Shareholders Agreement

H - Commercial Tort Claims

I-Subsidiaries

J-Business and Collateral Locations

K - Entities Authorized to Cause Borrower to Effect a Registration Under the Securitieis Exchange Act of any Securities of Borrower

L-Borrower’s Capitalization

M-Additional Names

N-Equipment List

O-Indebtedness

P-Intellectual Property

Q-Certificate of Compliance

R-Forms of Notes

S-Series A and Series B preferred Shareholders

EXHIBIT A

Additional Warrants

EXHIBIT B

Gross Profit Margin Requirements

For any customer (unless otherwise specified below), the Gross Profit Margin for items of Inventory sold pursuant to any particular Order shall be greater or equal to the gross profit margins set forth in the table below, in order to be considered, in Lender’s sole discretion (unless otherwise agreed by Lender), an Eligible Order.

Customer	Item of Inventory	Gross Profit Margin
All Customers of Borrower	Any Item of Inventory	[25%]

EXHIBIT C

Initial Warrants

EXHIBIT D

Permitted Liens

The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except that all Leasehold improvements are collaterized by the landlord (East Group Properties, LP) and Biometrics Investors, L.L.C. has a security interest in all assets of the Company. All the assets of Biometric Security (PTY) LTD are secured as collateral for a purchase money note payable to AreGee Investments No. 105 (PTY) LTD. The unpaid balance of that note is $37,500 and 178,000 Sequiam Corporation restricted common shares. The shares of Sequiam East, Inc. serve as collateral for a purchase money note of $150,000.

EXHIBIT E

Registration Rights Agreement

EXHIBIT F

Form of Borrower’s Base certificate

EXHIBIT G

Form of Shareholders Agreement

EXHIBIT H

Commercial Tort Claims

None

EXHIBIT I

Subsidiaries

Each direct and indirect Subsidiary of the Company, the direct owner of such Subsidiary and its percentage ownership thereof, is set forth below:

Subsidiary	Owner	Employer Identification #	Place of Incorporation		Percentage Ownership
Sequiam Software, Inc.	Sequiam Corporation	33-0998899	CA	100.00%
Sequiam Biometrics, Inc.	Sequiam Corporation	06-1691143	FL	100.00%
Sequiam Education, Inc.	Sequiam Corporation	41-2097750	FL	100.00%
Sequiam Sports, Inc.	Sequiam Corporation	59-3650544	DE	99.38%
Fingerprint Detection Technologies, Inc.	Sequiam Corporation	20-1115746	FL	100.00%
Constellation Biometrics Corporation	Sequiam Corporation	20-1998878	FL	100.00%
Biometric Security (Pty) Ltd.	Constellation Biometrics Corporation	2005/005066/07	South Africa	100.00%
Sequiam East, Inc. (f/k/a Magstone Innovation, Inc.)	Sequiam Corporation	1164611	China	80.00%

Biometrics Investors, L.L.C. holds the stock of all of the subsidiary companies shown above as collateral for their loan except for Sequiam East, Inc. whose ownership documentation is still in process with the Chinese government

EXHIBIT J

Business and Collateral Locations

Corporate Headquarters

Sequiam Corporation

300 Sunport Lane

Orlando, FL 32809

Africa Office

Biometric Security (Pty) Ltd.

Tijger Park 111

No. 4, Ground Floor

Willie van Schoor Avenue

Bellville, South Africa

7535

Asia Office

Sequiam East, Inc.

Room 508, Venture Center

Tianan Hi-Tech Park, No. 730

Yingbin Road

Shiqiao Town

Panyu District

Guangzhou, China 511400

EXHIBIT K

Entities Authorized to Cause Borrower to Effect a Registration Under the Exchange Act of Any Securities of Borrower

Biometrics Investors, L.L.C.

EXHIBIT L

Borrower’s Capitalization

Shares outstanding at December 31., 2006	82,281,212
Shares issued - Litghtmaker LLC (3/7/07)	684,000	shares issued pursuant to pre-existing agreements
Shares issued - Lee Maher (3/14/07)	322,581	shares issued pursuant to pre-existing agreements
Shares outstanding at March 27, 2007	83,287,793
Warrants
Warrant Holder	Shares	Price	Amount Due on Exercise	Issue Date	Expiration Date
Walter H. Sullivan, III	-	1.00	-	2/6/2003	2/6/2007
Walter H. Sullivan, III	1,000,000	0.75	750,000	4/22/2003	4/22/2007
Walter H. Sullivan, III	20,000	1.25	25,000	6/1/2003	6/1/2007
Walter H. Sullivan, III	1,000,000	0.75	750,000	6/19/2003	6/19/2007
Walter H. Sullivan, III	2,000,000	0.75	1,500,000	9/15/2003	9/15/2007
Walter H. Sullivan, III	1,000,000	0.50	500,000	10/15/2003	10/15/2007
Walter H. Sullivan, III	2,647,059	0.17	450,000	12/17/2003	12/17/2007
Walter H. Sullivan, III	260,000	0.66	171,600	11/19/2004	11/19/2009
Lee Harrison Corbin, Attorney-in-Fact for the Trust Under the Will of John Svenningsen	350,000	1.00	350,000	5/13/2003	5/12/2008
Lee Harrison Corbin	100,000	0.25	25,000	12/18/2003	12/18/2008
Lee Harrison Corbin	220,000	0.75	165,000	7/24/2003	7/24/2008
Lee Harrison Corbin, Attorney-in-Fact for the Trust Under the Will of John Svenningsen	200,000	0.25	50,000	12/18/2003	12/18/2008
Lee Harrison Corbin, Attorney-in-Fact for the Trust Under the Will of John Svenningsen	1,300,000	0.66	858,000	9/30/2004	9/30/2009
Lee Harrison Corbin, Attorney-in-Fact for the Trust Under the Will of John Svenningsen	150,000	0.33	49,500	12/16/2004	12/16/2009
Lee Harrison Corbin, Attorney-in-Fact for the Trust Under the Will of John Svenningsen	600,000	0.33	198,000	3/23/2005	3/23/2010
Lee Harrison Corbin	195,000	0.66	128,700	9/30/2004	9/30/2009
Eagle Funding, LLC	400,000	0.66	264,000	9/7/2004	9/7/2009
Jane P. Trudeau	280,000	0.75	210,000	7/24/2003	7/24/2008
Broad Street Ventures	350,000	0.35	-	11/25/2003	11/25/2008
Broad Street Ventures	350,000	0.35	-	11/25/2003	11/25/2008
Lee Harrison Corbin	525,000	0.32	168,000	1/5/2006	1/5/2011
Series A Pfd Stock Placement Agent Warrants
Vince Calicchia	25,190	0.21	5,290	11/30/2005	11/30/2010
Vince Calicchia	16,031	0.21	3,367	11/30/2005	11/30/2010
Carmelo Troccoli	58,929	0.21	12,375	11/30/2005	11/30/2010
Carmelo Troccoli	37,501	0.21	7,875	11/30/2005	11/30/2010
Harborview Capital Management LLC	344,500	0.21	72,345	11/30/2005	11/30/2010
Harborview Capital Management LLC	-	0.21	-	11/30/2005	11/30/2010
Jonathan Rich	7,990	0.21	1,678	11/30/2005	11/30/2010
Jonathan Rich	5,086	0.21	1,068	11/30/2005	11/30/2010
Jody Giraldo	11,786	0.21	2,475	11/30/2005	11/30/2010
Jody Giraldo	7,500	0.21	1,575	11/30/2005	11/30/2010
Brad Barnard	11,786	0.21	2,475	11/30/2005	11/30/2010
Brad Barnard	7,500	0.21	1,575	11/30/2005	11/30/2010
vFinance Investments, Inc.	518,386	0.21	108,861	11/30/2005	11/30/2010
vFinance Investments, Inc.	-	0.21	-	11/30/2005	11/30/2010
Nico Pronk	589,286	0.21	123,750	11/30/2005	11/30/2010
Nico Pronk	375,000	0.21	78,750	11/30/2005	11/30/2010
Series A Pfd Stockholders Warrants
Harborview Master Fund LP	823,129	0.21	172,857	11/30/2005	11/30/2010
Monarch Capital Fund Ltd.	600,000	0.21	126,000	11/30/2005	11/30/2010
Nite Capital LP	935,376	0.21	196,429	11/30/2005	11/30/2010
Double U Master Fund LP	399,997	0.21	83,999	11/30/2005	11/30/2010
Alpha Capital	3,741,495	0.21	785,714	11/30/2005	11/30/2010
Whalehaven Capital Fund Ltd.	2,164,895	0.21	454,628	11/30/2005	11/30/2010
DKR Soundshire Oasis Holding Fund Ltd.	2,619,048	0.21	550,000	11/30/2005	11/30/2010
Series B Pfd Stock (1st Issuance) Placement Agent Warrants
Carmelo Troccoli	299,732	0.30	89,920	5/17/2006	5/17/2011
Harborview Capital Management LLC	420,000	0.30	126,000	5/17/2006	5/17/2011
Jonathan Rich	107,904	0.30	32,371	5/17/2006	5/17/2011
Jody Giraldo	16,071	0.30	4,821	5/17/2006	5/17/2011
Brad Barnard	16,071	0.30	4,821	5/17/2006	5/17/2011
vFinance Investments, Inc.	1,155,954	0.30	346,786	5/17/2006	5/17/2011
Nico Pronk	128,571	0.30	38,571	5/17/2006	5/17/2011
Sean Martin	84,268	0.30	25,280	5/17/2006	5/17/2011
Dani Sabo	42,857	0.30	12,857	5/17/2006	5/17/2011
Thomas Suppanz	64,286	0.30	19,286	5/17/2006	5/17/2011
Series B Pfd Stockholders (1st Issuance) Warrants
Ellis International	476,190	0.30	142,857	5/17/2006	5/17/2011
Brio Capital LP	476,190	0.30	142,857	5/17/2006	5/17/2011
Double U Master Fund LP	952,381	0.30	285,714	5/17/2006	5/17/2011
Lee Harrison Corbin	714,286	0.30	214,286	5/17/2006	5/17/2011
Nite Capital LP	714,286	0.30	214,286	5/17/2006	5/17/2011
Sibex Capital Fund Inc.	1,428,571	0.30	428,571	5/17/2006	5/17/2011
Harborview Master Fund LP	714,286	0.30	214,286	5/17/2006	5/17/2011
Monarch Capital Fund Ltd.	952,381	0.30	285,714	5/17/2006	5/17/2011
Alpha Capital AG	2,380,952	0.30	714,286	5/17/2006	5/17/2011
Whalehaven Capital Fund	1,666,667	0.30	500,000	5/17/2006	5/17/2011
Thomas Torelli	714,286	0.30	214,286	5/17/2006	5/17/2011
Martin J. Ferkin	166,667	0.30	50,000	5/17/2006	5/17/2011
David Baum	119,048	0.30	35,714	5/17/2006	5/17/2011
Howard Kent	190,476	0.30	57,143	5/17/2006	5/17/2011
Noble Special Situations Fund LP	357,143	0.30	107,143	5/17/2006	5/17/2011
Greg Silver	476,190	0.30	142,857	5/17/2006	5/17/2011
CMS Capital	476,190	0.30	142,857	5/17/2006	5/17/2011
Series B Pfd Stock (2nd Issuance) Placement Agent Warrants
Nico Pronk	203,571	0.30	61,071	6/21/2006	6/21/2011
Series B Pfd Stockholders (2nd Issuance) Warrants
RFJM Partners LLC	476,190	0.30	142,857	6/21/2006	6/21/2011
Nico Pronk	297,619	0.30	89,286	6/21/2006	6/21/2011
Noble Special Situations Fund LP	357,143	0.30	107,143	6/21/2006	6/21/2011
	42,893,897	0.34	14,399,814
Svenningsen Trust refinance of Laurus Funds
Warrants	2,000,000	0.20	400,000	05/18/2005	05/18/2011
Warrants	2,000,000	0.25	500,000	05/18/2005	05/18/2011
Warrants	2,000,000	0.30	600,000	05/18/2005	05/18/2011
	6,000,000	0.25	1,500,000
Laurus Debt Financing
Warrants - Original No. 1	-	0.41	-	04/27/2004	04/27/2010
Warrants - Original No. 2	-	0.50	-	04/27/2004	04/27/2010
Warrants - Original No. 3	222,222	0.58	128,889	04/27/2004	04/27/2010
Warrant issued on restructure No. 2	-	0.33	-	10/27/2004	10/27/2010
Warrant issued on payoff No. 3	1,500,000	0.23	345,000	05/18/2005	05/18/2011
	1,722,222	0.28	473,889
Convertible Preferred Stock
Series A Preferred Stock
Harborview Master Fund LP	-	0.21	-	11/30/2005	11/30/2008
Monarch Capital Fund Ltd.	-	0.21	-	11/30/2005	11/30/2008
Nite Capital LP	-	0.21	-	11/30/2005	11/30/2008
Double U Master Fund LP	-	0.21	-	11/30/2005	11/30/2008
Alpha Capital	-	0.21	-	11/30/2005	11/30/2008
Whalehaven Capital Fund Ltd.	-	0.21	-	11/30/2005	11/30/2008
DKR Soundshire Oasis Holding Fund Ltd.	-	0.21	-	11/30/2005	11/30/2008
Series B Preferred Stock - 1st Issuance
Ellis International	476,190	0.21	-	5/17/2006	none
Brio Capital LP	476,190	0.21	-	5/17/2006	none
Double U Master Fund LP	952,381	0.21	-	5/17/2006	none
Lee Harrison Corbin	714,286	0.21	-	5/17/2006	none
Nite Capital LP	714,286	0.21	-	5/17/2006	none
Sibex Capital Fund Inc.	952,381	0.21	-	5/17/2006	none
Harborview Master Fund LP	714,286	0.21	-	5/17/2006	none
Monarch Capital Fund Ltd.	952,381	0.21	-	5/17/2006	none
Alpha Capital AG	2,380,952	0.21	-	5/17/2006	none
Whalehaven Capital Fund	1,666,667	0.21	-	5/17/2006	none
Thomas Torelli	714,286	0.21	-	5/17/2006	none
Martin J. Ferkin	166,667	0.21	-	5/17/2006	none
David Baum	119,048	0.21	-	5/17/2006	none
Howard Kent	190,476	0.21	-	5/17/2006	none
Noble Special Situations Fund LP	357,143	0.21	-	5/17/2006	none
Greg Silver	476,190	0.21	-	5/17/2006	none
CMS Capital	476,190	0.21	-	5/17/2006	none
Series B Preferred Stock - 2nd Issuance
RFJM Partners LLC	476,190	0.21	-	6/21/2006	none
Nico Pronk	297,619	0.21	-	6/21/2006	none
Noble Special Situations Fund LP	357,143	0.21	-	6/21/2006	none
	13,630,952	0.21
Employee Stock Options
Option Holder
Scott Garron	22,500	0.17	3,825	11/28/2003	11/28/2013
L. Alan McGinn	225,000	0.17	38,250	11/28/2003	11/28/2013
L. Alan McGinn	500,000	1.17	585,000	12/1/2002	9/23/2008
Daniel Merillat	22,500	0.17	3,825	11/28/2003	11/28/2013
Ron Spohn	22,500	0.17	3,825	11/28/2003	11/28/2013
Lisa Wilde	15,000	0.17	2,550	11/28/2003	11/28/2013
Nicholas VandenBrekel	5,000,000	0.187	935,000	11/28/2003	11/28/2013
Mark Mroczkowski	4,000,000	0.187	748,000	11/28/2003	11/28/2013
Peter Scholtz	50,000	0.18	9,000	3/1/2006	3/1/2016
Kevin Henderson	333,334	0.18	60,000	3/1/2006	3/1/2016
	10,190,834	0.23	2,389,275
Total options, warrants and convertible pfd stock	74,437,905	0.25	18,762,978
Fully Diluted	157,725,698
Total number of fully diluted shares - subsequent to Biometrics Investors LLC receiving warrants for an amount of common shares that would represent 40% of the number of shares of common stock that the Company would have if all warrants and conversion rights were exercised	262,876,163
Warrants issued with the First Additional Advance (25%)	65,719,041
Warrants issued with the Additional Advance (15%)	39,431,424
Total - 40%	105,150,465
In addition to the foregoing the Company will be obligated to issue stock options for an additional 166,666 and 1,500,000 shares to Kevin Henderson and Edward Chen, respectively, when those options vest in accordance with the terms of their employment agreements all of which are publicly disclosed in SEC filings.
The Company has an obligation to issue 178,000 shares to Aregee Investments No. 105 (Pty) Ltd. in accordance with the Amended Promissory Note entered into on December 1, 2006.

EXHIBIT M

Additional Names

Wedge Net Experts, Inc.

EXHIBIT N

Equipment List

Equipment consists of the following at December 31, 2006:
Leasehold improvements	$1,465,270
Office furniture and fixtures	567,220
Computer equipment	226,526
Purchased software	151,701
	2,410,717
Less accumulated depreciation	1,490,808
	$919,909

EXHIBIT O

Indebtedness

Unrelated Parties

Biometrics Investors, L.L.C.$3,965,119

EastGroup Properties, LP$1,429,978

Aregee Investments No. 105 $165,000 ($37,500 cash + 178,000 shares of restricted common stock)

E-Team International Limited $184,675

Cynthia Mroczkowski $50,000

Related Parties

Nicholas VandenBrekel $361,000

Mark Mroczkowski $50,000

Alan McGinn $12,000

Edward Chen $150,000

EXHIBIT P

Intellectual Property

Schedule 1

(a)Sequiam Biometrics, Inc. is a party to that certain Co-operative Development and Supply Agreement with Kwikset Corporation relating to the Smart Scan technology.

(b) List of all Intellectual Property owned in whole or in part.

Proprietary Biometric Technologies

Software

1.   BioTime 4.0. Biometric Time and Attendance Software

2.   BioPay. Payroll system for use with BioTime. (New)

3.   BioTools 4.0. Development Tools for creation of stand alone biometric applications.

4.   BioTools 4.0 Professional. Advanced development tools for creation of biometric client server applications.

5.   BioWeb. 2.0 Development tools for creation of biometrically authenticated web sites.

6.   BioDoor. Stand alone access control software.

7.   BioAccess. (now part of BioTools)

8.   BioRegister. Software for club/group membership tracking.

9.   BioMail. Biometric enabling plug-in for Microsoft Outlook.

10.   CanSecU 4.0. Biometric software suite that is bundled with OEM and ODM USB fingerprint pods. Includes features like Windows login, biometric screensaver, biometric file encryption,  one-touch biometric web site login, biometric encrypted hard disk partitions etc..

11.   CanSecU 925. Client/Server time and attendance software.

12.   Shanghai Police Project. Client/Server biometric matching software for the Shanghai police department.

13.   Universal Biometric Interface (UBI) software development kit. Allows OEM customers to modify the functionality of the UBI in real time.

14.   HCB Development Tools. Software tools for testing and development of software for the HCB product.

15.   ScanQ Software Suite. A suite of software similar to CanSecU 4 that is to be bundled with Authentec, Fujitsu and other sensors.

Hardware

1.   Biovault 2.0. Full features biometric vault.

2.   BioBox. Smaller version of the Biovault 2.0

3.   Bank Box. Box designed to hold money for Banks in the Chinese market.

4.   ScanQ. Fujitsu and CMOS II based PC based biometric pod.

5.   BioPod. A match-on-device pod for real time authentication. Contains an ISO 7816 smart card reader and an Authentec sensor. We store the fingerprint on a smart card and the device compares the fingerprints taken from the device to the one on the card.

6.   Biolock. Low cost biometric door lock.

7.   HCB. Client/server time and attendance box that communicates billing data in real time to Sequiam’s network operations center. The billing data is then made accessible to clients.

8.   HDT. Biometric/RFID PDA. This is a wireless Windows CE 5.0 PDA with a removable RFID/Biometric module. When the device scans a user using its RFID chip the fingerprint sensor authenticates that user, then the device wirelessly pulls that users records from the server and displays it on the screen. Can be used for venue control, ticketing and other portable projects (similar to devices used by rental car attendants).

9.   HCT. This device is under development for the US Border Patrol and the US Army. It records a voice entry and attaches it to a fingerprint record.

10.   OEM Mini. Inexpensive stripped down version of the UBI. This is used in very low cost devices such as small safes and inexpensive products.

11.   OEM 2. Full featured ‘wall-hang’ box used for access control and time and attendance. Features include wireless access, Power over Ethernet, Data over Ethernet, Camera, Anti-pass-thru mechanism, smart card interface, match fingerprints on board and via server.

12.   UBI. Mid to low range device for allowing manufacturers of products to enable biometrics. This device can be added to safes, medicine cabinets etc. Can be used with any product that uses an electric locking mechanism.

13.   CMOS II. Low cost flat form factor optical biometric sensor. 500 dpi biometric sensor for use in notebook computers, PDA’s, portable devices etc..

14.   Fujitsu BioPod. Enclosure and mechanical design for the Fujitsu OEM/ODM sensor.

Test Hardware

1.   We have various test equipment we have developed for testing BioVaults, BioLocks  and other products during the manufacturing process. Both hardware and software.

2.   Some of the software includes software used to serialize the BioVault etc..

3.   Sequiam also owns the injection molding tools for most of the products.

Trademarks

1.   Sequiam BioLock - pending

2.   Biometrics is the Key - pending

3.   Consumer Lifestyle Biometrics - pending

4.   Universal Biometrics Interface - pending

5.   BioVault - Registration No. 3,182,790

6.   IRP Internet Remote Print - Registration No. 3,105,889

7.   QuestPrint - Registration No. 2,620,977

8.   Sequiam - Registration No. 2,930,720

Patents

1.   BioVault Patent Pending No. 60/302,154

2.   BioVault locking Mechanism Patent Pending No. 10/358,013

3.   Briteprint Patent No. 6,865,285 B1

Although the Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other similar intellectual property rights necessary or material for use in connection with their respective businesses as described in the SEC Reports, the Company granted a security interest in all of its patents and trademarks to Biometrics Investors, L.L.C..

EXHIBIT P

Intellectual Property

Schedule 2

Tacoma Technology, Inc. (“Tacoma”) shall receive a royalty on Tacoma products sold by the Company on a per unit basis equal to the sum of 7% of monies received. This payment shall be calculated and paid by wire transfer to Tacoma every 30 days.

EXHIBIT Q

Certificate of Compliance

EXHIBIT R

Forms of Notes

Term Note A

EXHIBIT R

Forms of Notes

Term Note B

EXHIBIT S

Series A Preferred Shareholders

EXHIBIT S

Series B Preferred Shareholders

EX-10.2

                    Exhibit 10.2

TERM NOTE A

March 30, 2007

$6,500,000.00

FOR VALUE RECEIVED, SEQUIAM CORPORATION, a California corporation (“Borrower”) promises to pay to the order of BIOMETRICS INVESTORS, L.L.C. (hereinafter, together with any holder hereof, called “Lender”), at the main office of the Lender, up to the principal sum of Six Million Five Hundred Thousand Dollars ($6,500,000) or, if less, the aggregate unpaid principal amount of all advances made to Maker by Holder under this secured Term Note A (the “Note”), plus all accrued but unpaid interest. Borrower further promises to pay interest on the outstanding principal amount hereof on the dates and at the rates provided in the Agreement from the date hereof until payment in full hereof.

This Note was delivered pursuant to that certain Agreement, as it may be amended from time to time, together with all exhibits thereto, dated March 30, 2007 between Lender and Borrower (the “Agreement”). All terms which are capitalized and used herein (which are not otherwise defined herein) shall have the meaning ascribed to such term in the Agreement.

THE OUTSTANDING PRINCIPAL BALANCE OF BORROWER'S LIABILITIES TO LENDER UNDER THIS NOTE SHALL BE PAYABLE ON APRIL 15, 2009 (the “Maturity Date”) OR THE TERMINATION DATE (as defined in the Agreement), following the occurrence of an Event of Default (as defined in the Agreement).

This Note amends and restates that Second Amended, Restated and Consolidated Senior Secured Term Note dated November 1, 2005 made by Borrower to Lee Harrison Corbin, Attorney In Fact for the Trust under the Will of John Svenningson, which was transferred to Lender by Stephen A. Ross, Attorney In Fact for the Trust under the Will of John Svenningson, and this Note further evidences the amounts advanced by Lender to Borrower under the Agreement pursuant to Term Loan A, as defined under the Agreement.

Borrower hereby authorizes the Lender to charge any account of Borrower for all sums due hereunder. If payment hereunder becomes due and payable on a Saturday, Sunday or legal holiday under the laws of the United States or the State of Illinois, the due date thereof shall be extended to the next succeeding business day, and interest shall be payable thereon at the rate specified during such extension. Credit shall be given for payments made in the manner and at the times provided in the Agreement. It is the intent of the parties that the rate of interest and other charges to Borrower under this Note shall be lawful; therefore, if for any reason the interest or other charges payable hereunder are found by a court of competent jurisdiction, in a final determination, to exceed the limit which Lender may lawfully charge Borrower, then the obligation to pay interest or other charges shall automatically be reduced to such limit and, if any amount in excess of such limit shall have been paid, then such amount shall be refunded to Borrower.

The principal and all accrued interest hereunder may be prepaid by Borrower, in part or in full, at any time and without penalty. Any partial payment shall be applied against the outstanding balance of the Note.

Borrower waives the benefit of any law that would otherwise restrict or limit Lender in the exercise of its right, which is hereby acknowledged, to set-off against the Liabilities, without notice and at any time hereafter, any indebtedness matured or unmatured owing from Lender to Borrower (or any one of them). Borrower waives any right to assert a counterclaim, other than a counterclaim for gross negligence or willful misconduct, which Borrower (or any one of them) may now have or hereafter may have to any action by Lender in enforcing this Note and/or any of the other Liabilities, or in enforcing Lender's rights in the Collateral and ratifies and confirms whatever Lender may do pursuant to the terms hereof and of the Agreement and with respect to the Collateral and agrees that Lender shall not be liable for any error in judgment or mistakes of fact or law other than for gross negligence or willful misconduct.

Borrower, any other party liable with respect to the Liabilities and any and all endorsers and accommodation parties, and each one of them, if more than one, waive any and all presentment, demand, notice of dishonor, protest, and all other notices and demands in connection with the enforcement of Lender's rights hereunder.

The loan evidenced hereby has been made and this Note has been delivered at Chicago, Illinois. THIS NOTE SHALL BE GOVERNED AND CONTROLLED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS AS TO INTERPRETATION, ENFORCEMENT, VALIDITY, CONSTRUCTION, EFFECT, AND IN ALL OTHER RESPECTS, INCLUDING WITHOUT LIMITATION, THE LEGALITY OF THE INTEREST RATE AND OTHER CHARGES, and shall be binding upon Borrower and Borrower's heirs, legal representatives, successors and assigns (and each of them, if more than one). If this Note contains any blanks when executed by Borrower (or any one of them, if more than one), the Lender is hereby authorized, without notice to Borrower (or any one of them, if more than one) to complete any such blanks according to the terms upon which the loan or loans were granted. Wherever possible, each provision of this Note shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Note shall be prohibited by or be invalid under such law, such provision shall be severable, and be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this Note. The term “Borrower” as used herein shall mean all parties signing this Note, and their respective successors and assigns shall be jointly and severally obligated hereunder.

To induce the Lender to make the loan evidenced by this Note, Borrower (i) irrevocably agrees that, subject to Lender's sole and absolute election, all actions arising directly or indirectly as a result or in consequence of this Note or any other agreement with the Lender, or the Collateral, shall be instituted and litigated only in courts having situs in the City of Chicago, Illinois; (ii) hereby consents to the exclusive jurisdiction and venue of any State or Federal Court located and having its situs in said city; and (iii) waives any objection based on forum non-conveniens. IN ADDITION, LENDER AND BORROWER (OR ANY ONE OF THEM, IF MORE THAN ONE) HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS NOTE, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER OR LENDER OR WHICH IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP BETWEEN BORROWER AND LENDER. In addition, Borrower agrees that all service of process shall be made as provided in the Agreement.

As used herein, all provisions shall include the masculine, feminine, neuter, singular and plural thereof, wherever the context and facts require such construction and in particular the word “Borrower” shall be so construed.

(Signatures continue on attached page)

--

IN WITNESS WHEREOF, each of Borrower, if more than one, has executed this Note on the date above set forth.

SEQUIAM CORPORATION, a California corporation

By:

Name:

Title:

EX-10.3

Exhibit 10.3

TERM NOTE B

March 30, 2007

$5,000,000.00

FOR VALUE RECEIVED, SEQUIAM CORPORATION, a California corporation (“Borrower”) promises to pay to the order of BIOMETRICS INVESTORS, L.L.C. (hereinafter, together with any holder hereof, called “Lender”), at the main office of the Lender, up to the principal sum of Five Million Dollars ($5,000,000) or, if less, the aggregate unpaid principal amount of all advances made to Maker by Holder under this secured Term Note B (the “Note”), plus all accrued but unpaid interest. Borrower further promises to pay interest on the outstanding principal amount hereof on the dates and at the rates provided in the Agreement from the date hereof until payment in full hereof.

This Note was delivered pursuant to that certain Agreement, as it may be amended from time to time, together with all exhibits thereto, dated March 30, 2007 between Lender and Borrower (the “Agreement”). All terms which are capitalized and used herein (which are not otherwise defined herein) shall have the meaning ascribed to such term in the Agreement.

THE OUTSTANDING PRINCIPAL BALANCE OF BORROWER'S LIABILITIES TO LENDER UNDER THIS NOTE SHALL BE PAYABLE ON APRIL 15, 2009 (the “Maturity Date”) OR THE TERMINATION DATE (as defined in the Agreement), following the occurrence of an Event of Default (as defined in the Agreement).

Borrower hereby authorizes the Lender to charge any account of Borrower for all sums due hereunder. If payment hereunder becomes due and payable on a Saturday, Sunday or legal holiday under the laws of the United States or the State of Illinois, the due date thereof shall be extended to the next succeeding business day, and interest shall be payable thereon at the rate specified during such extension. Credit shall be given for payments made in the manner and at the times provided in the Agreement. It is the intent of the parties that the rate of interest and other charges to Borrower under this Note shall be lawful; therefore, if for any reason the interest or other charges payable hereunder are found by a court of competent jurisdiction, in a final determination, to exceed the limit which Lender may lawfully charge Borrower, then the obligation to pay interest or other charges shall automatically be reduced to such limit and, if any amount in excess of such limit shall have been paid, then such amount shall be refunded to Borrower.

The principal and all accrued interest hereunder may be prepaid by Borrower, in part or in full, at any time and without penalty. Any partial payment shall be applied against the outstanding balance of the Note.

Borrower waives the benefit of any law that would otherwise restrict or limit Lender in the exercise of its right, which is hereby acknowledged, to set-off against the Liabilities, without notice and at any time hereafter, any indebtedness matured or unmatured owing from Lender to Borrower (or any one of them). Borrower waives any right to assert a counterclaim, other than a counterclaim for gross negligence or willful misconduct, which Borrower (or any one of them) may now have or hereafter may have to any action by Lender in enforcing this Note and/or any of the other Liabilities, or in enforcing Lender's rights in the Collateral and ratifies and confirms whatever Lender may do pursuant to the terms hereof and of the Agreement and with respect to the Collateral and agrees that Lender shall not be liable for any error in judgment or mistakes of fact or law other than for gross negligence or willful misconduct.

Borrower, any other party liable with respect to the Liabilities and any and all endorsers and accommodation parties, and each one of them, if more than one, waive any and all presentment, demand, notice of dishonor, protest, and all other notices and demands in connection with the enforcement of Lender's rights hereunder.

The loan evidenced hereby has been made and this Note has been delivered at Chicago, Illinois. THIS NOTE SHALL BE GOVERNED AND CONTROLLED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS AS TO INTERPRETATION, ENFORCEMENT, VALIDITY, CONSTRUCTION, EFFECT, AND IN ALL OTHER RESPECTS, INCLUDING WITHOUT LIMITATION, THE LEGALITY OF THE INTEREST RATE AND OTHER CHARGES, and shall be binding upon Borrower and Borrower's heirs, legal representatives, successors and assigns (and each of them, if more than one). If this Note contains any blanks when executed by Borrower (or any one of them, if more than one), the Lender is hereby authorized, without notice to Borrower (or any one of them, if more than one) to complete any such blanks according to the terms upon which the loan or loans were granted. Wherever possible, each provision of this Note shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Note shall be prohibited by or be invalid under such law, such provision shall be severable, and be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this Note. The term “Borrower” as used herein shall mean all parties signing this Note, and their respective successors and assigns shall be jointly and severally obligated hereunder.

To induce the Lender to make the loan evidenced by this Note, Borrower (i) irrevocably agrees that, subject to Lender's sole and absolute election, all actions arising directly or indirectly as a result or in consequence of this Note or any other agreement with the Lender, or the Collateral, shall be instituted and litigated only in courts having situs in the City of Chicago, Illinois; (ii) hereby consents to the exclusive jurisdiction and venue of any State or Federal Court located and having its situs in said city; and (iii) waives any objection based on forum non-conveniens. IN ADDITION, LENDER AND BORROWER (OR ANY ONE OF THEM, IF MORE THAN ONE) HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS NOTE, THE LIABILITIES, THE COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER OR LENDER OR WHICH IN ANY WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP BETWEEN BORROWER AND LENDER. In addition, Borrower agrees that all service of process shall be made as provided in the Agreement.

As used herein, all provisions shall include the masculine, feminine, neuter, singular and plural thereof, wherever the context and facts require such construction and in particular the word “Borrower” shall be so construed.

(Signatures continue on attached page)

--

IN WITNESS WHEREOF, each of Borrower, if more than one, has executed this Note on the date above set forth.

SEQUIAM CORPORATION, a California corporation

By:

Name:

Title:

EX-10.4

Exhibit 10.4

MASTER SECURITY AGREEMENT

To: Biometrics Investors, L.L.C., a Delaware limited liability company

5111 Maryland Way, Suite 201

Brentowood, Tennessee 37027

Date: March 30, 2007

To Whom It May Concern:

Biometrics Investors, L.L.C. (the "Lender") is the holder of a note which was made by Sequiam Corporation, a California Corporation (the "Borrower") and which has an outstanding balance as of the date of this Security Agreement, including principal and accrued interest, of $3,965,119.00 (the "Prior Note"). Subject to the terms and conditions of that certain Agreement dated as of the date hereof (the "Agreement") among Lender, as lender, and Borrower, as borrower, Lender has agreed to extend a term loan to Borrower in the amount of $2,500,000 ("Term Loan A") which loan would be consolidated with the indebtedness evidenced by the Prior Note and evidenced by a new note in the face amount of $6,500,000 ("Term Note A"). Subject to the terms and conditions of the Agreement, Lender is scheduled to extend a separate term loan to Borrower in the amount of $5,000,000 ("Term Loan B" and collectively with Term Loan A, the "Loans") evidenced by a note in such amount ("Term Note B"). As security for the Loans, each of the undersigned (jointly and severally referred to as "Guarantors" or "the undersigned"), pursuant to that certain Subsidiary Guaranty dated as of the date hereof (the "Subsidiary Guaranty"), have unconditionally guarantied to the Lender, its successors, endorsees and assigns the prompt payment when due (whether by acceleration or otherwise) of all present and future obligations and liabilities of any and all kinds of Borrower to the Lender and of all instruments of any nature evidencing or relating to any such obligations and liabilities upon which Borrower or one or more parties and Borrower is or may become liable to the Lender, whether incurred by Borrower as maker, endorser, drawer, acceptor, guarantors, accommodation party or otherwise, and whether due or to become due, secured or unsecured, absolute or contingent, joint or several, and however or whenever acquired by the Lender. To secure the Guarantors obligations under the Subsidiary Gauranty, the Guarantors now wish to enter into this Master Security Agreement (the "Security Agreement"). Previously, the Guarantors and the Borrower had executed that certain Amended and Restated Master Security Agreement in favor of Lee Harrison Corbin, Attorney in-Fact for the Trust Under the Will of John Svenningsen (“the Trust”) dated as of May 18, 2005 (the “Prior Agreement”). The Trust has assigned all of its rights under the Original Agreement to the Lender such that the Lender now stands in place of the Trust thereunder. In connection with the Subsidiary Guaranty and the Agreement, the Lender and the Guarantors now wish to enter into this new Security Agreement (in addition to, and not in replacement of, the Prior Agreement) as provided herein.

1.To secure the payment of all Obligations (as hereafter defined), each of the undersigned parties (other than Lender) and each other entity that is required to enter into this Master Security Agreement (each an "Assignor" and, collectively, the "Assignors") hereby assigns and grants to Lender a continuing security interest in all of the following property now owned or at any time hereafter acquired by any Assignor, or in which any Assignor now have or at any time in the future may acquire any right, title or interest (the "Collateral"): all cash, cash equivalents, accounts, inventory, equipment, goods, documents, instruments (including, without limitation, promissory notes), contract rights, general intangibles (including, without limitation, payment intangibles and an absolute right to license on terms no less favorable than those currently in effect among our affiliates), chattel paper, supporting obligations, investment property (including, without limitation, all equity interests owned by any Assignor), letter-of-credit rights, trademarks and tradestyles, patents, copyrights and other intellectual property in which any Assignor now have or hereafter may acquire any right, title or interest, all proceeds and products thereof (including, without limitation, proceeds of insurance) and all additions, accessions and substitutions thereto or therefore. In the event any Assignor wishes to finance the acquisition in the ordinary course of business of any hereafter acquired equipment and have obtained a commitment from a financing source to finance such equipment from an unrelated third party, Lender agrees to release its security interest on such hereafter acquired equipment so financed by such third party financing source. Except as otherwise defined herein, all capitalized terms used herein shall have the meaning provided such terms in the Agreement.

2.The term "Obligations" as used herein shall mean and include all debts, liabilities and obligations owing by each Assignor to Lender arising under, out of, or in connection with the Subsidiary Guaranty and in connection with any documents, instruments or agreements relating to or executed in connection with therewith or any documents, instruments or agreements referred to therein or otherwise, and in connection with any other indebtedness, obligations or liabilities of any Assignor to Lender, whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise, in each case, irrespective of the genuineness, validity, regularity or enforceability of such Obligations, or of any instrument evidencing any of the Obligations or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of the Obligations in any case commenced by or against any Assignor under Title 11, United States Code, including, without limitation, obligations or indebtedness of each Assignor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations but for the commencement of such case

3.Each Assignor hereby jointly and severally represents, warrants and covenants to Lender that:

(a) it is a corporation, partnership or limited liability company, as the case may be, validly existing, in good standing and organized under the respective laws of its jurisdiction of organization set forth on Schedule A, and each Assignor will provide the Trust thirty (30) days' prior written notice of any change in any of its respective jurisdiction of organization;

(b)its legal name is as set forth in its respective Articles of Incorporation or other organizational document (as applicable) as amended through the date hereof and as set forth on Schedule A, and it will provide the Trust thirty (30) days' prior written notice of any change in its legal name;

(c)its organizational identification number (if applicable) is as set forth on Schedule A hereto, and it will provide the Trust thirty (30) days' prior written notice of any change in any of its organizational identification number;

(d)the Prior Agreement is in full force and effect and, as of the date hereof, the enforcement of the Prior Agreement against the Assignors is subject to no defenses of any kind;

(e)it is the lawful owner of the respective Collateral and it has the sole right to grant a security interest therein and will defend the Collateral against all claims and demands of all persons and entities;

(f)it will keep its respective Collateral free and clear of all attachments, levies, taxes, liens, security interests and encumbrances of every kind and nature ("Encumbrances"), except (i) Encumbrances securing the Obligations, (ii) to the extent said Encumbrance does not secure indebtedness in excess of $100,000 and such Encumbrance is removed or otherwise released within ten (10) days of the creation thereof, (iii) liens of warehousemen, mechanics, materialmen, workers, repairmen, common carriers, or landlords, liens for taxes, assessments or other governmental charges, and other similar liens arising by operation of law, in each case arising in the ordinary course of business and for amounts that are not yet due and payable or which are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and for which an adequate reserve or other appropriate provision shall have been made to the extent required by generally accepted accounting principals, and (iv) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation (collectively, the "Permitted Encumbrances");

(g)it will, at its and the other Assignors joint and several cost and expense use commercially reasonable efforts to keep the Collateral in good state of repair (ordinary wear and tear excepted) and will not waste or destroy the same or any part thereof other than ordinary course discarding of items no longer used or useful in its or such other Assignors’ business;

(h)it will not without Lender's prior written consent, sell, exchange, lease or otherwise dispose of the Collateral, whether by sale, lease or otherwise, except for the sale of inventory in the ordinary course of business and for the disposition or transfer in the ordinary course of business during any fiscal year of obsolete and worn-out equipment or equipment no longer necessary for its ongoing needs, having an aggregate fair market value of not more than $25,000 and only to the extent that:

(i)the proceeds of any such disposition are used to acquire replacement Collateral which is subject to Lender's first priority perfected security interest, or are used to repay Obligations or to pay general corporate expenses; and

(ii)following the occurrence of an Event of Default which continues to exist the proceeds of which are remitted to Lender to be held as cash collateral for the Obligations;

(i)it will insure or cause the Collateral to be insured in Lender's name against loss or damage by fire, theft, burglary, pilferage, loss in transit and such other hazards as Lender shall specify, in amounts and under policies which are customary for similarly situated businesses, and by insurers acceptable to Lender, and all premiums thereon shall be paid by such Assignor and the policies delivered to Lender. If any such Assignor fails to do so, Lender may procure such insurance and the cost thereof shall be promptly reimbursed by the Assignors, jointly and severally, and shall constitute Obligations;

(j)it will at all reasonable times and upon reasonable advance notice to such Assignor allow Lender or Lender's representatives free access to and the right of inspection of the Collateral;

(k)such Assignor (jointly and severally with each other Assignor) hereby indemnifies and holds Lender harmless from all loss, costs, damage, liability and/or expense, including reasonable attorneys' fees, that Lender may sustain or incur to enforce payment, performance or fulfillment of any of the Obligations and/or in the enforcement of this Master Security Agreement or in the prosecution or defense of any action or proceeding either against Lender or any Assignor concerning any matter growing out of or in connection with this Master Security Agreement, and/or any of the Obligations and/or any of the Collateral except to the extent caused by Lender's own gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and nonappealable decision).

4.The occurrence of any of the following events or conditions shall constitute an "Event of Default” under this Master Security Agreement:

(a)Breach of any covenant, warranty, representation or statement made or furnished to Lender by any Assignor or on any Assignor’s benefit was false or misleading in any material respect when made or furnished, and if subject to cure, shall not be cured for a period of thirty (30) days;

(b) the loss, theft, substantial damage, destruction, sale or encumbrance to or of any of the Collateral or the making of any levy, seizure or attachment thereof or thereon except to the extent:

(i)such loss is covered by insurance proceeds which are used to replace the item or repay Lender; or

(ii)said levy, seizure or attachment does not secure indebtedness in excess of $100,000 and such levy, seizure or attachment has not been removed or otherwise released within ten (10) days of the creation or the assertion thereof;

(b)any Assignor shall become insolvent, cease operations, dissolve, terminate our business existence, make an assignment for the benefit of creditors, suffer the appointment of a receiver, trustee, liquidator or custodian of all or any part of Assignors’ property;

(c)any proceedings under any bankruptcy or insolvency law shall be commenced by or against any Assignor and if commenced against any Assignor shall not be dismissed within forty-five (45) days;

(d)the Borrower shall repudiate, purport to revoke or fail to perform any or all of its obligations under Term Note A, Term Note B, or the Agreement (after passage of applicable cure period, if any); or

(e)an Event of Default shall have occurred under and as defined in any Document, after giving effect to any applicable cure or grace period.

5.Upon the occurrence of any Event of Default and at any time thereafter, Lender may declare all Obligations immediately due and payable and Lender shall have the remedies of a secured party provided in the Uniform Commercial Code as in effect in the State of Illinois, Security Agreement and other applicable law. Upon the occurrence of any Event of Default and at any time thereafter Lender will have the right to take possession of the Collateral and to maintain such possession on our premises or to remove the Collateral or any part thereof to such other premises as Lender may desire. Upon Lender's request, each of the Assignors shall assemble or cause the Collateral to be assembled and make it available to Lender at a place designated by Lender. If any notification of intended disposition of any Collateral is required by law, such notification, if mailed, shall be deemed properly and reasonably given if mailed at least ten (10) days before such disposition, postage prepaid, addressed to any Assignor either at such Assignor’s address shown herein or at any address appearing on Lender's records for such Assignor. Any proceeds of any disposition of any of the Collateral shall be applied by Lender to the payment of all expenses in connection with the sale of the Collateral, including reasonable attorneys' fees and other legal expenses and disbursements and the reasonable expense of retaking, holding, preparing for sale, selling, and the like, and any balance of such proceeds may be applied by Lender toward the payment of the Obligations in such order of application as Lender may elect, and each Assignor shall be liable for any deficiency.

6.If any Assignor defaults in the performance or fulfillment of any of the terms, conditions, promises, covenants, provisions or warranties on such Assignor’s part to be performed or fulfilled under or pursuant to this Master Security Agreement, Lender may, at its option without waiving its right to enforce this Master Security Agreement according to its terms, immediately or at any time thereafter and without notice to any Assignor, perform or fulfill the same or cause the performance or fulfillment of the same for each Assignor’s joint and several account and at each Assignor’s joint and several cost and expense, and the cost and expense thereof (including reasonable attorneys' fees) shall be added to the Obligations and shall be payable on demand with interest thereon at the highest rate permitted by law.

7.Each Assignor appoints Lender, any of Lender's officers, employees or any other person or entity whom Lender may designate as our attorney, with power to execute such documents in each of our behalf and to supply any omitted information and correct patent errors in any documents executed by any Assignor or on any Assignor’s behalf; to file financing statements against us covering the Collateral; to sign our name on public records; and to do all other things Lender deems necessary to carry out this Master Security Agreement. Each Assignor hereby ratifies and approves all acts of the attorney and neither lender nor the attorney will be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law other than gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). This power being coupled with an interest, is irrevocable so long as any Obligations remains unpaid. Furthermore, in connection with the filing of any financing statements, the Collateral may be described in any such financing statements as "all assets" and/or "all personal property", whether now owned and/or hereafter acquired.

8.No delay or failure on Lender's part in exercising any right, privilege or option hereunder shall operate as a waiver of such or of any other right, privilege, remedy or option, and no waiver whatever shall be valid unless in writing, signed by Lender and then only to the extent therein set forth, and no waiver by Lender of any default shall operate as a waiver of any other default or of the same default on a future occasion. Lender's books and records containing entries with respect to the Obligations shall be admissible in evidence in any action or proceeding, shall be binding upon each Assignor for the purpose of establishing the items therein set forth and shall constitute prima facie proof thereof. Lender shall have the right to enforce any one or more of the remedies available to Lender, successively, alternately or concurrently. Each Assignor agrees to join with Lender in executing financing statements or other instruments to the extent required by the Uniform Commercial Code in form satisfactory to Lender and in executing such other documents or instruments as may be required or deemed necessary by Lender for purposes of affecting or continuing Lender's security interest in the Collateral.

9.This Master Security Agreement shall be governed by and construed in accordance with the laws of the State of Illinois and cannot be terminated orally. All of the rights, remedies, options, privileges and elections given to Lender hereunder shall inure to the benefit of Lender's successors and assigns. The term "Lender" as herein used shall include Lender, any parent of Lender, any of the Lender's subsidiaries and any co-subsidiaries of the Lender's parent, whether now existing or hereafter created or acquired, and all of the terms, conditions, promises, covenants, provisions and warranties of this Security Agreement shall inure to the benefit of and shall bind the representatives, successors and assigns of each Assignor and each of the foregoing. Lender and each Assignor hereby (a) waive any and all right to trial by jury in litigation relating to this Security Agreement and the transactions contemplated hereby and each Assignor agrees not to assert any counterclaim in such litigation, (b) submit to the nonexclusive jurisdiction of any Illinois State court sitting in the County of Cook, the city of Chicago and (c) waive any objection Lender or each Assignor may have as to the bringing or maintaining of such action with any such court.

10.All notices from Lender to any Assignor shall be sufficiently given if mailed or delivered to such Assignor’s address set forth below.

11.This Master Security Agreement and the security interests granted by the Assignors hereunder shall terminate upon the provision by Lender of written confirmation to the Borrower that (x) all indebtedness obligations owed by any Assignor to Lender have been repaid in full (including, without limitation, all principal, interest and fees related to the Term Note, any indebtedness referred to in the Agreement and any other indebtedness outstanding at such time and owed toLender) and (y) all commitments by Lender to fund any indebtedness have been terminated in their entirety.

12.This Security Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original thereof.

Very truly yours,

SEQUIAM SOFTWARE, INC.

By:

Name:Nicholas VandenBrekel

Title:CEO

Address: 300 Sunport Lane

Orlando, FL 32809

SEQUIAM BIOMETRICS, INC.

By:

Name:Nicholas VandenBrekel

Title:CEO

Address: 300 Sunport Lane

Orlando, FL 32809

SEQUIAM EDUCATION, INC.

By:

Name:Nicholas VandenBrekel

Title:CEO

Address: 300 Sunport Lane

Orlando, FL 32809

SEQUIAM SPORTS, INC.

By:

Name:Nicholas VandenBrekel

Title:CEO

Address: 300 Sunport Lane

Orlando, FL 32809

FINGERPRINT DETECTION TECHNOLOGIES, INC.

By:

Name:Nicholas VandenBrekel

Title:CEO

Address: 300 Sunport Lane

Orlando, FL 32809

CONSTELLATION BIOMETRICS CORPORATION

By:

Name:Nicholas VandenBrekel

Title:CEO

Address: 300 Sunport Lane

Orlando, FL 32809

BIOMETRIC SECURITY (PTY) LTD.

By:

Name:Nicholas VandenBrekel

Title:Director

Address: 300 Sunport Lane

Orlando, FL 32809

SEQUIAM EAST, INC. (F/K/A MAGSTONE INNOVATION, INC.)

By:

Name:Nicholas VandenBrekel

Title:Deputy General Manager

Address: 300 Sunport Lane

Orlando, FL 32809

ACKNOWLEDGED:

BIOMETRICS INVESTORS, L.L.C.

By:

Name:Roger Brown

Title:Manager

SCHEDULE A

Entity	Employer Identification #	Place of Incorporation
Sequiam Software, Inc.	33-0998899	CA
Sequiam Biometrics, Inc.	06-1691143	FL
Sequiam Education, Inc.	41-2097750	FL
Sequiam Sports, Inc.	59-3650544	DE
Fingerprint Detection Technologies, Inc.	20-1115746	FL
Constellation Biometrics Corporation	20-1998878	FL
Biometric Security (Pty) Ltd.	2005/005066/07	South Africa
Sequiam East, Inc. (f/k/a Magstone Innovation, Inc.)	1164611	China

EX-10.5

Exhibit 10.5

SUBSIDIARY GUARANTY

Chicago, Illinois March 30, 2007

FOR VALUE RECEIVED, and in consideration of the loans made or to be made or credit otherwise extended or to be extended by Biometrics Investors, L.L.C., a Delaware limited liability Company ("Lender") to or for the account of Sequiam Corporation, a California corporation ("Debtor"), from time to time and at any time and for other good and valuable consideration and to induce Lender, in its discretion, to make such loans or extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as Lender may deem advisable, each of the undersigned (and each of them if more than one, the liability under this Guaranty being joint and several) (jointly and severally referred to as “Guarantors “ or “the undersigned”) unconditionally guaranties to Lender, its successors, endorsees and assigns the prompt payment when due (whether by acceleration or otherwise) of all present and future obligations and liabilities of any and all kinds of Debtor to Lender and of all instruments of any nature evidencing or relating to any such obligations and liabilities upon which Debtor or one or more parties and Debtor is or may become liable to Lender, whether incurred by Debtor as maker, endorser, drawer, acceptor, guarantors , accommodation party or otherwise, and whether due or to become due, secured or unsecured, absolute or contingent, joint or several, and however or whenever acquired by Lender, whether arising under, out of, or in connection with (i) that certain Agreement dated as of the date here of between Lender and Debtor (the "Agreement"), (ii) that certain Term Note A in the principal amount of $6,500,000 dated as of the date hereof made by the Debtor in favor of the Lender ("Term Note A"), (iii) that certain Term Note B in the principal amount of $5,000,000 scheduled to be made by the Debtor in favor of the Lender ("Term Note B"), (iv) the Common Share Purchase Warrants delivered to Lender which shall be exercisable immediately for 65,719,041]Common Shares of Debtor at an exercise price of $0.01 (the "Initial Warrants"), (v) the Common Share Purchase Warrants delivered to Lender which shall be exercisable immediately for 39,431,424 Common Shares of Debtor at an exercise price of $0.01 (the "Additional Warrants"), (vi) that certain Registration Rights Agreement dated as of the date hereof by and between the Debtor and Lender (the "Registration Rights Agreement"), (vii) Master Security Agreement dated as of the date hereof by and between the Guarantors and Lender (the “Master Security Agreement”), (viii) that certain Second Amended and Restated Stock Pledge Agreement dated as of the date hereof among the Debtor, certain subsidiaries of the Debtor and Lender (the “Stock Pledge Agreement”), (ix) this Guaranty, and (x) the Subordination Agreement dated as of the date hereof among the Subordinated Lenders, as defined therein, and Lender (the “Subordination Agreement”), (xi) the Account Control Agreement among the Borrower, the Lender and the Bank (as defined therein) (the “Account Control Agreement”) (the Agreement, Term Note A, Term Note B, the Initial Warrants, the Additional Warrants, the Registration Rights Agreement, the Master Security Agreement, the Stock Pledge Agreement, this Guaranty, the Subordination Agreement, and the Account Control Agreement, as each may be amended, modified, restated or supplemented from time to time, are collectively referred to herein as the "Documents"), or any documents, instruments or agreements relating to or executed in connection with the Documents or any documents, instruments or agreements referred to therein or otherwise, or any other indebtedness, obligations or liabilities of the Debtor to Lender, whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (all of which are herein collectively referred to as the “Obligations”), and irrespective of the genuineness, validity, regularity or enforceability of such Obligations, or of any instrument evidencing any of the Obligations or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of the Obligations in any case commenced by or against Debtor under Title 11, United States Code, including, without limitation, obligations or indebtedness of Debtor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations but for the commencement of such case. Previously, certain of the Guarantors had executed that certain Amended and Restated Subsidiary Guaranty in favor of Lee Harrison Corbin, Attorney in-Fact for the Trust Under the Will of John Svenningsen (“the Trust”) dated as of May 18, 2005 (the “Prior Guaranty”). The Trust has assigned all of its rights under the Prior Guaranty to the Lender such that the Lender now stands in place of the Trust thereunder. Terms not otherwise defined herein shall have the meaning assigned such terms in the Agreement. In furtherance of the foregoing, the undersigned hereby agrees as follows:

1.No Impairment. Lender may at any time and from time to time, either before or after the maturity thereof, without notice to or further consent of the undersigned, extend the time of payment of, exchange or surrender any collateral for, renew or extend any of the Obligations or increase or decrease the interest rate thereon, or any other agreement with Debtor or with any other party to or person liable on any of the Obligations, or interested therein, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between Lender and Debtor or any such other party or person, or make any election of rights Lender may deem desirable under the United States Bankruptcy Code, as amended, or any other federal or state bankruptcy, reorganization, moratorium or insolvency law relating to or affecting the enforcement of creditors’ rights generally (any of the foregoing, an “Insolvency Law”) without in any way impairing or affecting this Guaranty. This instrument shall be effective regardless of the subsequent incorporation, merger or consolidation of Debtor, or any change in the composition, nature, personnel or location of Debtor and shall extend to any successor entity to Debtor, including a debtor in possession or the like under any Insolvency Law.

2.Guaranty Absolute. Subject to Section 5(c), each of the undersigned jointly and severally guarantees that the Obligations will be paid strictly in accordance with the terms of the Documents and/or any other document, instrument or agreement creating or evidencing the Obligations, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Debtor with respect thereto. Guarantors hereby knowingly accept the full range of risk encompassed within a contract of “continuing guaranty” which risk includes the possibility that Debtor will contract additional indebtedness for which Guarantors may be liable hereunder after Debtor’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or not Debtor has properly authorized incurring such additional indebtedness. The undersigned acknowledge that (i) no oral representations, including any representations to extend credit or provide other financial accommodations to Debtor, have been made by Lender to induce the undersigned to enter into this Guaranty and (ii) any extension of credit to the Debtor shall be governed solely by the provisions of the Documents. The liability of each of the undersigned under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: (a) any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any other action or inaction under or in respect of the Documents or any other instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (b) any lack of validity or enforceability of any Document or other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof, (c) any furnishing of any additional security to Lender or its assignees or any acceptance thereof or any release of any security by Lender or its assignees, (d) any limitation on any party’s liability or obligation under the Documents or any other documents, instruments or agreements relating to the Obligations or any assignment or transfer of any thereof or any invalidity or unenforceability, in whole or in part, of any such document, instrument or agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Debtor, or any action taken with respect to this Guaranty by any trustee or receiver, or by any court, in any such proceeding, whether or not the undersigned shall have notice or knowledge of any of the foregoing, (f) any exchange, release or nonperfection of any collateral, or any release, or amendment or waiver of or consent to departure from any guaranty or security, for all or any of the Obligations or (g) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the undersigned. Any amounts due from the undersigned to Lender shall bear interest until such amounts are paid in full at the highest rate then applicable to the Obligations. Obligations include post-petition interest whether or not allowed or allowable.

3.Waivers.

(a)This Guaranty is a guaranty of payment and not of collection. Lender shall be under no obligation to institute suit, exercise rights or remedies or take any other action against Debtor or any other person liable with respect to any of the Obligations or resort to any collateral security held by it to secure any of the Obligations as a condition precedent to the undersigned being obligated to perform as agreed herein and each of the Guarantors hereby waives any and all rights which it may have by statute or otherwise which would require Lender to do any of the foregoing. Each of the Guarantors further consents and agrees that Lender shall be under no obligation to marshal any assets in favor of Guarantors, or against or in payment of any or all of the Obligations. The undersigned hereby waives all suretyship defenses and any rights to interpose any defense, counterclaim or offset of any nature and description which the undersigned may have or which may exist between and among Lender, Debtor and/or the undersigned with respect to the undersigned’s obligations under this Guaranty, or which Debtor may assert on the underlying debt, including but not limited to failure of consideration, breach of warranty, fraud, payment (other than cash payment in full of the Obligations), statute of frauds, bankruptcy, infancy, statute of limitations, accord and satisfaction, and usury.

(b)Each of the undersigned further waives (i) notice of the acceptance of this Guaranty, of the making of any such loans or extensions of credit, and of all notices and demands of any kind to which the undersigned may be entitled, including, without limitation, notice of adverse change in Debtor’s financial condition or of any other fact which might materially increase the risk of the undersigned and (ii) presentment to or demand of payment from anyone whomsoever liable upon any of the Obligations, protest, notices of presentment, non-payment or protest and notice of any sale of collateral security or any default of any sort.

(c)Notwithstanding any payment or payments made by the undersigned hereunder, or any setoff or application of funds of the undersigned by Lender, the undersigned shall not be entitled to be subrogated to any of the rights of Lender against Debtor or against any collateral or guarantee or right of offset held by Lender for the payment of the Obligations, nor shall the undersigned seek or be entitled to seek any contribution or reimbursement from Debtor in respect of payments made by the undersigned hereunder, until all amounts owing to Lender by Debtor on account of the Obligations are paid in full and Lender's obligation to extend credit pursuant to the Documents have been terminated. If, notwithstanding the foregoing, any amount shall be paid to the undersigned on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full and Lender's obligation to extend credit pursuant to the Documents shall not have been terminated, such amount shall be held by the undersigned in trust for Lender, segregated from other funds of the undersigned, and shall forthwith upon, and in any event within two (2) business days of, receipt by the undersigned, be turned over to Lender in the exact form received by the undersigned (duly endorsed by the undersigned to Lender, if required), to be applied against the Obligations, whether matured or unmatured, in such order as Lender may determine, subject to the provisions of the Documents. Any and all present and future debts and obligations of Debtor to any of the undersigned are hereby waived and postponed in favor of, and subordinated to the full payment and performance of, all present and future debts and Obligations of Debtor to Lender.

4.Security. All sums at any time to the credit of the undersigned and any property of the undersigned in Lender's possession or in the possession of any bank, financial institution or other entity that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, Lender (each such entity, an “Affiliate”) shall be deemed held by Lender or such Affiliate, as the case may be, as security for any and all of the undersigned’s obligations to Lender and to any Affiliate of Lender, no matter how or when arising and whether under this or any other instrument, agreement or otherwise.

5.Representations and Warranties. Each of the undersigned respectively, hereby jointly and severally represents and warrants (all of which representations and warranties shall survive until all Obligations are indefeasibly satisfied in full and the Documents have been irrevocably terminated), that:

(a)Corporate Status. It is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization indicated on the signature page hereof and has full power, authority and legal right to own its property and assets and to transact the business in which it is engaged.

(b)Authority and Execution. It has full power, authority and legal right to execute and deliver, and to perform its obligations under, this Guaranty and has taken all necessary corporate, partnership or limited liability company, as the case may be, action to authorize the execution, delivery and performance of this Guaranty.

(c)Legal, Valid and Binding Character. This Guaranty constitutes its legal, valid and binding obligation enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting the enforcement of creditor’s rights and general principles of equity that restrict the availability of equitable or legal remedies.

(d)Violations. The execution, delivery and performance of this Guaranty will not violate any requirement of law applicable to it or any contract, agreement or instrument to it is a party or by which it or any of its property is bound or result in the creation or imposition of any mortgage, lien or other encumbrance other than to Lender on any of its property or assets pursuant to the provisions of any of the foregoing, which, in any of the foregoing cases, could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

(e)Consents or Approvals. No consent of any other person or entity (including, without limitation, any creditor of the undersigned) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required in connection with the execution, delivery, performance, validity or enforceability of this Guaranty by it, except to the extent that the failure to obtain any of the foregoing could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

(f)Litigation. No litigation, arbitration, investigation or administrative proceeding of or before any court, arbitrator or governmental authority, bureau or agency is currently pending or, to the best of its knowledge, threatened (i) with respect to this Guaranty or any of the transactions contemplated by this Guaranty or (ii) against or affecting it, or any of its property or assets, which, in each of the foregoing cases, if adversely determined, could reasonably be expected to have a Material Adverse Effect.

(g)Financial Benefit. It has derived or expects to derive a financial or other advantage from each and every loan, advance or extension of credit made under the Documents or other Obligation incurred by the Debtor to Lender.

(h)Prior Guaranty In Full Force and Effect. The Prior Guaranty is in full force and effect and, as of the date hereof, the enforcement of the Prior Guaranty against the undersigned is subject to no defenses of any kind.

6.Acceleration.

(a)If any breach of any covenant or condition or other event of default or Event of Default (as defined in any Document) shall occur and be continuing under any agreement made by Debtor or any of the Guarantors to Lender (including without limitation, under any Document) , any and all Obligations shall for purposes hereof, at Lender's option, be deemed due and payable without notice notwithstanding that any such Obligation is not then due and payable by Debtor.

(b)Each of the undersigned will promptly notify Lender of any default by such undersigned in its respective performance or observance of any term or condition of any agreement to which the undersigned is a party if the effect of such default is to cause, or permit the holder of any obligation under such agreement to cause, such obligation to become due prior to its stated maturity (in each case, after giving effect to applicable cure and/or grace periods) and, if such an event occurs, Lender shall have the right to accelerate such undersigned’s obligations hereunder.

7.Payments from Guarantors. Lender, in its sole and absolute discretion, with or without notice to the undersigned, may apply on account of the Obligations any payment from the undersigned or any other guarantors, or amounts realized from any security for the Obligations, or may deposit any and all such amounts realized in a non-interest bearing cash collateral deposit account to be maintained as security for the Obligations.

8.Costs. The undersigned shall pay on demand, all costs, fees and expenses (including expenses for legal services of every kind) relating or incidental to the enforcement or protection of the rights of Lender hereunder or under any of the Obligations.

9.No Termination. This is a continuing irrevocable guaranty and shall remain in full force and effect and be binding upon the undersigned, and each of the undersigned’s successors and assigns, until all of the Obligations have been paid in full and Lender's obligation to extend credit pursuant to the Documents has been irrevocably terminated. If any of the present or future Obligations are guarantied by persons, partnerships or corporations in addition to the undersigned, the death, release or discharge in whole or in part or the bankruptcy, merger, consolidation, incorporation, liquidation or dissolution of one or more of them shall not discharge or affect the liabilities of any undersigned under this Guaranty.

10.Recapture. Anything in this Guaranty to the contrary notwithstanding, if Lender receives any payment or payments on account of the liabilities guaranteed hereby, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver, or any other party under any Insolvency Law, common law or equitable doctrine, then to the extent of any sum not finally retained by Lender, the undersigned’s obligations to Lender shall be reinstated and this Guaranty shall remain in full force and effect (or be reinstated) until payment shall have been made to Lender, which payment shall be due on demand.

11.Books and Records. The books and records of Lender showing the account between Lender and Debtor shall be admissible in evidence in any action or proceeding, shall be binding upon the undersigned for the purpose of establishing the items therein set forth and shall constitute prima facie proof thereof.

12.No Waiver. No failure on the part of Lender to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Lender of any right, remedy or power hereunder preclude any other or future exercise of any other legal right, remedy or power. Each and every right, remedy and power hereby granted to Lender or allowed it by law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by Lender at any time and from time to time.

13.Waiver of Jury Trial. EACH OF THE UNDERSIGNED DOES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED ON OR WITH RESPECT TO THIS GUARANTY OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR RELATING OR INCIDENTAL HERETO. THE UNDERSIGNED DOES HEREBY CERTIFY THAT NO REPRESENTATIVE OR AGENT OF LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.

14.Governing Law; Jurisdiction; Amendments. THIS INSTRUMENT CANNOT BE CHANGED OR TERMINATED ORALLY, AND SHALL BE GOVERNED, CONSTRUED AND INTERPRETED AS TO VALIDITY, ENFORCEMENT AND IN ALL OTHER RESPECTS IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT HAVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS. EACH OF THE UNDERSIGNED EXPRESSLY CONSENTS TO THE JURISDICTION AND VENUE OF THE CIRCUIT COURT OF COOK COUNTY, AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS FOR ALL PURPOSES IN CONNECTION HEREWITH. ANY JUDICIAL PROCEEDING BY THE UNDERSIGNED AGAINST LENDER INVOLVING, DIRECTLY OR INDIRECTLY ANY MATTER OR CLAIM IN ANY WAY ARISING OUT OF, RELATED TO OR CONNECTED HEREWITH SHALL BE BROUGHT ONLY IN THE CIRCUIT COURT OF COOK COUNTY OR THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS. THE UNDERSIGNED FURTHER CONSENTS THAT ANY SUMMONS, SUBPOENA OR OTHER PROCESS OR PAPERS (INCLUDING, WITHOUT LIMITATION, ANY NOTICE OR MOTION OR OTHER APPLICATION TO EITHER OF THE AFOREMENTIONED COURTS OR A JUDGE THEREOF) OR ANY NOTICE IN CONNECTION WITH ANY PROCEEDINGS HEREUNDER, MAY BE SERVED INSIDE OR OUTSIDE OF THE STATE OF ILLINOIS OR THE NORTHERN DISTRICT OF ILLINOIS BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR BY PERSONAL SERVICE PROVIDED A REASONABLE TIME FOR APPEARANCE IS PERMITTED, OR IN SUCH OTHER MANNER AS MAY BE PERMISSIBLE UNDER THE RULES OF SAID COURTS. EACH OF THE UNDERSIGNED WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED HEREON AND SHALL NOT ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE OR BASED UPON FORUM NON CONVENIENS.

15.Severability. To the extent permitted by applicable law, any provision of this Guaranty which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

16.Amendments, Waivers. No amendment or waiver of any provision of this Guaranty nor consent to any departure by the undersigned therefrom shall in any event be effective unless the same shall be in writing executed by each of the undersigned directly affected by such amendment and/or waiver and Lender.

17.Notice. All notices, requests and demands to or upon the undersigned, shall be in writing and shall be deemed to have been duly given or made (a) when delivered, if by hand, (b) three (3) days after being sent, postage prepaid, if by registered or certified mail, (c) when confirmed electronically, if by facsimile, or (d) when delivered, if by a recognized overnight delivery service in each event, to the numbers and/or address set forth beneath the signature of the undersigned.

18.Successors. Lender may, from time to time, without notice to the undersigned, sell, assign, transfer or otherwise dispose of all or any part of the Obligations and/or rights under this Guaranty. Without limiting the generality of the foregoing, Lender may assign, or grant participations to, one or more banks, financial institutions or other entities all or any part of any of the Obligations. In each such event, Lender, its Affiliates and each and every immediate and successive purchaser, assignee, transferee or holder of all or any part of the Obligations shall have the right to enforce this Guaranty, by legal action or otherwise, for its own benefit as fully as if such purchaser, assignee, transferee or holder were herein by name specifically given such right. Lender shall have an unimpaired right to enforce this Guaranty for its benefit with respect to that portion of the Obligations which Lender has not disposed of, sold, assigned, or otherwise transferred.

19.Release. Nothing except cash payment in full of the Obligations shall release any of the undersigned from liability under this Guaranty, provided that this Guaranty shall be released upon the provision by Lender of written confirmation to the Debtor that (x) all indebtedness obligations owed by the Debtor or any Guarantor to Lender have been repaid in full (including, without limitation, all principal, interest and fees related to the Term Note A, Term Note B, any indebtedness referred to in theAgreement and any other indebtedness outstanding at such time and owed to Lender) and (y) all commitments by Lender to fund any indebtedness have been terminated in their entirety.

IN WITNESS WHEREOF, this Guaranty has been executed by the undersigned this 30th day of March, 2007.

Very truly yours,

SEQUIAM SOFTWARE, INC.

By:

Name:Nicholas VandenBrekel

Title:CEO

Address: 300 Sunport Lane

Orlando, FL 32809

SEQUIAM BIOMETRICS, INC.

By:

Name:Nicholas VandenBrekel

Title:CEO

Address: 300 Sunport Lane

Orlando, FL 32809

SEQUIAM EDUCATION, INC.

By:

Name:Nicholas VandenBrekel

Title:CEO

Address: 300 Sunport Lane

Orlando, FL 32809

SEQUIAM SPORTS, INC.

By:

Name:Nicholas VandenBrekel

Title:CEO

Address: 300 Sunport Lane

Orlando, FL 32809

FINGERPRINT DETECTION TECHNOLOGIES, INC.

By:

Name:Nicholas VandenBrekel

Title:CEO

Address: 300 Sunport Lane

Orlando, FL 32809

(Signatures continue on the next page)

CONSTELLATION BIOMETRICS CORPORATION

By:

Name:Nicholas VandenBrekel

Title:CEO

Address: 300 Sunport Lane

Orlando, FL 32809

BIOMETRIC SECURITY (PTY) LTD.

By:

Name:Nicholas VandenBrekel

Title:Director

Address: 300 Sunport Lane

Orlando, FL 32809

SEQUIAM EAST, INC. (F/K/A MAGSTONE INNOVATION, INC.)

By:

Name:Nicholas VandenBrekel

Title:Deputy General Manager

Address: 300 Sunport Lane

Orlando, FL 32809

EX-10.6

Exhibit 10.6

GRANT OF SECURITY INTEREST

IN PATENTS AND TRADEMARKS

THIS GRANT OF SECURITY INTEREST (“Grant”), effective as of March 30, 2007, is executed by Sequiam Corporation, a California corporation (“Sequiam“), in favor of Biometrics Investors, L.L.C., a Delaware limited liability company (the “Secured Party”).

A.The Secured Party is the holder of a note which was made by Sequiam and which has an outstanding balance as of the date of this Grant, including principal and accrued interest, of $3,965,119.00 (the "Prior Note"). Subject to the terms and conditions of that certain Agreement dated as of the date hereof among the Secured Party, as lender, and Sequiam, as borrower (the "Agreement"), the Secured Party has agreed to extend a term loan to Sequiam in the amount of $2,500,000 ("Term Loan A") which loan would be consolidated with the indebtedness evidenced by the Prior Note and evidenced by a new note in the face amount of $6,500,000 ("Term Note A").

B.Subject to the terms and conditions of the Agreement, the Secured Party is scheduled to extend a separate term loan to Sequiam in the amount of $5,000,000 ("Term Loan B" and collectively with Term Loan A, the “Loans”) evidenced by a note in such amount ("Term Note B").

C.Pursuant to the Agreement, the terms and provisions of which are hereby incorporated herein as if fully set forth herein, Sequiam has granted a security interest to the Secured Party of substantially all of its assets and personal property in consideration of Secured Party’s agreement to provide loans to Sequiam.

D As security for the Prior Note, Sequiam had executed that certain Amended and Restated Grant of Security Interest in Patents and Trademarks in favor of Lee Harrison Corbin, Attorney in-Fact for the Trust Under the Will of John Svenningsen (the "Trust”) dated as of May 18, 2005 (the “Prior Grant”)

E.The Trust has assigned all of its rights under the Prior Grant to Secured Party such that the Secured Party now stands in place of the Trust thereunder.

F.Sequiam (1) has adopted, used and is using the trademarks reflected in the trademark registrations and trademark applications in the United States Patent and Trademark Office more particularly described on Schedule 1 annexed hereto as part hereof (the “Trademarks”), and (2) has registered or applied for registration in the United States Patent and Trademark Office of the patents more particularly described on Schedule 2 annexed hereto as part hereof (the “Patents”).

G.Sequiam wishes to confirm its grant to the Secured Party of a security interested in all right, title and interest of Sequiam in and to the Trademarks and Patents, and all proceeds thereof, together with the business as well as the goodwill of the business symbolized by, or related or pertaining to, the Trademarks, and the customer lists and records related to the Trademarks and Patents and all causes of action which may exist by reason of infringement of any of the Trademarks and Patents (collectively, the “T&P Collateral”), to secure payment, performance and observance of the Liabilities (as that term is defined in the Agreement).

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged:

1.Sequiam does hereby further grant to the Secured Party a security interested in the T&P Collateral to secure the full and prompt payment, performance and observance of the Obligations.

2.Sequiam agrees to perform, so long as the Agreement is in effect, all acts deemed necessary or desirable by the Secured Party to permit and assist it, at Sequiam's expense, in obtaining and enforcing the Trademarks and Patents in any and all countries. Such acts may include, but are not limited to, execution of documents and assistance of cooperation in legal proceedings. Sequiam hereby appoints the Secured Party as Sequiam's attorney-in-fact to execute and file any and all agreements, instruments, documents and papers as the Secured Party may determine to be necessary or desirable to evidence the Secured Party’s security interest in the Trademarks and Patents or any other element of the T&P Collateral, all acts of such attorney-in-fact being hereby ratified and confirmed.

3.Sequiam represents and warrants that the Prior Grant is in full force and effect and, as of the date hereof, the enforcement of the Prior Grant against Sequiam is subject to no defenses of any kind.

4.Sequiam acknowledges and affirms that the rights and remedies of the Secured Party with respect to the security interest in the T&P Collateral granted hereby are more fully set forth in the Agreement and the rights and remedies set forth herein are without prejudice to, and are in addition to, those set forth in the Agreement. In the event that any provisions of this Grant are deemed to conflict with the Agreement, the provisions of the Agreement shall govern.

5.Sequiam agrees to execute financing statements or other instruments to the extent required by the Uniform Commercial Code and in executing such other documents or instruments as may be required or deemed necessary by you for purposes of affecting or continuing your security interest in the T&P Collateral.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, Sequiam has caused this instrument to be executed as of the day and year first above written.

SEQUIAM CORPORATION.

By: 

Name: Nicholas VandenBrekel

Title:  CEO

SCHEDULE 1

REGISTERED TRADEMARKS AND TRADEMARK APPLICATIONS

Trademark	Registration or Application Number	Registration or Application Date	Country
Sequiam	78375254	01/26/04	USA

SCHEDULE 2

PATENTS AND PATENT APPLICATIONS

Patent	Registration or Application Number	Registration or Application Date	Country
None

STATE OF FLORIDA)

)ss:

COUNTY OF ORANGE)

On this 30th day of March 2007, before me personally came Nicholas Vandenbrekel who, being by me duly sworn, did state as follows: that he is CEO of Sequiam Corporation that he is authorized to execute the foregoing Grant on behalf of said corporation and that he did so by authority of the Board of Directors of said corporation.

Notary Public

EX-10.7

Exhibit 10.7

GRANT OF SECURITY INTEREST

IN PATENTS AND TRADEMARKS

THIS GRANT OF SECURITY INTEREST ("Grant"), effective as of March 30, 2007, is executed by Sequiam Biometrics, Inc., a Florida corporation ("Sequiam Biometrics"), in favor of Biometrics Investors, L.L.C., a Delaware limited liability company (the “Secured Party”).

A.The Secured Party is the holder of a note which was made by Sequiam Corporation (“Borrower”) and which has an outstanding balance as of the date of this Grant, including principal and accrued interest, of $3,965,119.00 (the "Prior Note"). Subject to the terms and conditions of that certain Agreement dated as of the date hereof among the Secured Party, as lender, and Borrower, as borrower (the "Agreement"), the Secured Party has agreed to extend a term loan to Borrower in the amount of $2,500,000 ("Term Loan A") which loan would be consolidated with the indebtedness evidenced by the Prior Note and evidenced by a new note in the face amount of $6,500,000 ("Term Note A").

B.Subject to the terms and conditions of the Agreement, the Secured Party is scheduled to extend a separate term loan to Borrower in the amount of $5,000,000 ("Term Loan B" and collectively with Term Loan A, the “Loans”) evidenced by a note in such amount ("Term Note B").

C.Pursuant to that certain Continuing Security Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”) among Sequiam Biometrics, certain other Debtors (as defined in the Security Agreement), and the Secured Party, the terms and provisions of which are hereby incorporated herein as if fully set forth herein, Sequiam Biometrics and the other Debtors have granted a security interest to the Secured Party in consideration of Secured Party’s agreement to provide loans to Borrower.

D.As security for the Prior Note, Sequiam Biometrics had executed that certain Amended and Restated Grant of Security Interest in Patents and Trademarks in favor of Lee Harrison Corbin, Attorney in-Fact for the Trust Under the Will of John Svenningsen (the "Trust”) dated as of May 18, 2005 (the “Prior Grant”)

E.The Trust has assigned all of its rights under the Prior Grant to Secured Party such that the Secured Party now stands in place of the Trust thereunder.

F.Sequiam Biometrics (1) has adopted, used and is using the trademarks reflected in the trademark registrations and trademark applications in the United States Patent and Trademark Office more particularly described on Schedule 1 annexed hereto as part hereof (the “Trademarks”), and (2) has registered or applied for registration in the United States Patent and Trademark Office of the patents more particularly described on Schedule 2 annexed hereto as part hereof (the “Patents”).

G.Sequiam Biometrics wishes to confirm its grant to the Secured Party of a security interested in all right, title and interest of Sequiam Biometrics in and to the Trademarks and Patents, and all proceeds thereof, together with the business as well as the goodwill of the business symbolized by, or related or pertaining to, the Trademarks, and the customer lists and records related to the Trademarks and Patents and all causes of action which may exist by reason of infringement of any of the Trademarks and Patents (collectively, the “T&P Collateral”), to secure payment, performance and observance of the Obligations (as that term is defined in the Security Agreement).

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged:

1.Sequiam Biometrics does hereby further grant to the Secured Party a security interested in the T&P Collateral to secure the full and prompt payment, performance and observance of the Obligations.

2.Sequiam Biometrics agrees to perform, so long as the Security Agreement is in effect, all acts deemed necessary or desirable by the Secured Party to permit and assist it, at Sequiam Biometrics’ expense, in obtaining and enforcing the Trademarks and Patents in any and all countries. Such acts may include, but are not limited to, execution of documents and assistance of cooperation in legal proceedings. Sequiam Biometrics hereby appoints the Secured Party as Sequiam Biometrics' attorney-in-fact to execute and file any and all agreements, instruments, documents and papers as the Secured Party may determine to be necessary or desirable to evidence the Secured Party’s security interest in the Trademarks and Patents or any other element of the T&P Collateral, all acts of such attorney-in-fact being hereby ratified and confirmed.

3.Sequiam Biometrics represents and warrants that the Prior Grant is in full force and effect and, as of the date hereof, the enforcement of the Prior Grant against Sequiam Biometrics is subject to no defenses of any kind.

4.Sequiam Biometrics acknowledges and affirms that the rights and remedies of the Secured Party with respect to the security interest in the T&P Collateral granted hereby are more fully set forth in the Security Agreement and the rights and remedies set forth herein are without prejudice to, and are in addition to, those set forth in the Security Agreement. In the event that any provisions of this Grant are deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall govern.

5.Sequiam Biometrics agrees to execute financing statements or other instruments to the extent required by the Uniform Commercial Code and in executing such other documents or instruments as may be required or deemed necessary by you for purposes of affecting or continuing your security interest in the T&P Collateral.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

CH02/ 22480478.3

IN WITNESS WHEREOF, Sequiam Biometrics has caused this instrument to be executed as of the day and year first above written.

SEQUIAM BIOMETRICS, INC.

By: 

Name: Nicholas VandenBrekel

Title:  CEO

CH02/ 22480478.3

SCHEDULE 1

REGISTERED TRADEMARKS AND TRADEMARK APPLICATIONS

Trademark	Registration or Application Number	Registration or Application Date	Country
Bio Vault	78230757	03/27/03	USA
Smart Biometrics	78230740	03/27/03	USA
Sequiam BioLock
Biometrics is the Key
Consumer Lifestyle Biometrics
Universal Biometrics Interface

CH02/ 22480478.3

SCHEDULE 2

PATENTS AND PATENT APPLICATIONS

Patent	Registration or Application Number	Registration or Application Date	Country
High security storage unit and biometric entry system	10/185,453	06/28/02	USA
Fingerprint Biometric Lock	10/358,013	02/04/03	USA
BioVault	60/302,154		USA

CH02/ 22480478.3

STATE OF FLORIDA)

)ss:

COUNTY OF ORANGE)

On this 30^th day of March 2007, before me personally came Nicholas Vandenbrekel who, being by me duly sworn, did state as follows: that he is CEO of Sequiam Biometrics, Inc. that he is authorized to execute the foregoing Grant on behalf of said corporation and that he did so by authority of the Board of Directors of said corporation.

Notary Public

EX-10.8

Exhibit 10.8

GRANT OF SECURITY INTEREST

IN PATENTS AND TRADEMARKS

THIS GRANT OF SECURITY INTEREST ("Grant"), effective as of March 30, 2007, is executed by Sequiam Software, Inc., a California corporation ("Sequiam Software"), in favor of Biometrics Investors, L.L.C., a Delaware limited liability company (the “Secured Party”).

A.The Secured Party is the holder of a note which was made by Sequiam Corporation (“Borrower”) and which has an outstanding balance as of the date of this Grant, including principal and accrued interest, of $3,965,119.00 (the "Prior Note"). Subject to the terms and conditions of that certain Agreement dated as of the date hereof among the Secured Party, as lender, and Borrower, as borrower (the "Agreement"), the Secured Party has agreed to extend a term loan to Borrower in the amount of $2,500,000 ("Term Loan A") which loan would be consolidated with the indebtedness evidenced by the Prior Note and evidenced by a new note in the face amount of $6,500,000 ("Term Note A").

B.Subject to the terms and conditions of the Agreement, the Secured Party is scheduled to extend a separate term loan to Borrower in the amount of $5,000,000 ("Term Loan B" and collectively with Term Loan A, the “Loans”) evidenced by a note in such amount ("Term Note B").

C.Pursuant to that certain Continuing Security Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”) among Sequiam Software, certain other Debtors (as defined in the Security Agreement), and the Secured Party, the terms and provisions of which are hereby incorporated herein as if fully set forth herein, Sequiam Software and the other Debtors have granted a security interest to the Secured Party in consideration of Secured Party’s agreement to provide loans to Borrower.

D.As security for the Prior Note, Sequiam Software had executed that certain Amended and Restated Grant of Security Interest in Patents and Trademarks in favor of Lee Harrison Corbin, Attorney in-Fact for the Trust Under the Will of John Svenningsen (the "Trust”) dated as of May 18, 2005 (the “Prior Grant”)

E.The Trust has assigned all of its rights under the Prior Grant to Secured Party such that the Secured Party now stands in place of the Trust thereunder.

F.Sequiam Software (1) has adopted, used and is using the trademarks reflected in the trademark registrations and trademark applications in the United States Patent and Trademark Office more particularly described on Schedule 1 annexed hereto as part hereof (the “Trademarks”), and (2) has registered or applied for registration in the United States Patent and Trademark Office of the patents more particularly described on Schedule 2 annexed hereto as part hereof (the “Patents”).

G.Sequiam Software wishes to confirm its grant to the Secured Party of a security interested in all right, title and interest of Sequiam Software in and to the Trademarks and Patents, and all proceeds thereof, together with the business as well as the goodwill of the business symbolized by, or related or pertaining to, the Trademarks, and the customer lists and records related to the Trademarks and Patents and all causes of action which may exist by reason of infringement of any of the Trademarks and Patents (collectively, the “T&P Collateral”), to secure payment, performance and observance of the Obligations (as that term is defined in the Security Agreement).

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged:

1.Sequiam Software does hereby further grant to the Secured Party a security interested in the T&P Collateral to secure the full and prompt payment, performance and observance of the Obligations.

2.Sequiam Software agrees to perform, so long as the Security Agreement is in effect, all acts deemed necessary or desirable by the Secured Party to permit and assist it, at Sequiam Software's expense, in obtaining and enforcing the Trademarks and Patents in any and all countries. Such acts may include, but are not limited to, execution of documents and assistance of cooperation in legal proceedings. Sequiam Software hereby appoints the Secured Party as Sequiam Software's attorney-in-fact to execute and file any and all agreements, instruments, documents and papers as the Secured Party may determine to be necessary or desirable to evidence the Secured Party’s security interest in the Trademarks and Patents or any other element of the T&P Collateral, all acts of such attorney-in-fact being hereby ratified and confirmed.

3.Sequiam Software represents and warrants that the Prior Grant is in full force and effect and, as of the date hereof, the enforcement of the Prior Grant against Sequiam Software is subject to no defenses of any kind.

4.Sequiam Software acknowledges and affirms that the rights and remedies of the Secured Party with respect to the security interest in the T&P Collateral granted hereby are more fully set forth in the Security Agreement and the rights and remedies set forth herein are without prejudice to, and are in addition to, those set forth in the Security Agreement. In the event that any provisions of this Grant are deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall govern.

5.Sequiam Software agrees to execute financing statements or other instruments to the extent required by the Uniform Commercial Code and in executing such other documents or instruments as may be required or deemed necessary by you for purposes of affecting or continuing your security interest in the T&P Collateral.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, Sequiam Software has caused this instrument to be executed as of the day and year first above written.

SEQUIAM SOFTWARE, INC.

By: 

Name:  Nicholas VandenBrekel

Title: CEO

SCHEDULE 1

REGISTERED TRADEMARKS AND TRADEMARK APPLICATIONS

Trademark	Registration or Application Number	Registration or Application Date	Country
Book It, ROVER!	78357256	01/26/04	USA
IRP	78357255	01/26/04	USA

SCHEDULE 2

PATENTS AND PATENT APPLICATIONS

Patent	Registration or Application Number	Registration or Application Date	Country
None

STATE OF FLORIDA)

)ss:

COUNTY OF ORANGE)

On this 30^th day of March 2007, before me personally came Nicholas Vandenbrekel who, being by me duly sworn, did state as follows: that he is CEO of Sequiam Software, Inc. that he is authorized to execute the foregoing Grant on behalf of said corporation and that he did so by authority of the Board of Directors of said corporation.

Notary Public

EX-10.9

Exhibit 10.9

GRANT OF SECURITY INTEREST

IN PATENTS AND TRADEMARKS

THIS GRANT OF SECURITY INTEREST ("Grant"), effective as of March 30, 2007, is executed by Sequiam Sports, Inc., a Delaware corporation ("Sequiam Sports"), in favor of Biometrics Investors, L.L.C., a Delaware limited liability company (the “Secured Party”).

A.The Secured Party is the holder of a note which was made by Sequiam Corporation (“Borrower”) and which has an outstanding balance as of the date of this Grant, including principal and accrued interest, of $3,965,119.00 (the "Prior Note"). Subject to the terms and conditions of that certain Agreement dated as of the date hereof among the Secured Party, as lender, and Borrower, as borrower (the "Agreement"), the Secured Party has agreed to extend a term loan to Borrower in the amount of $2,500,000 ("Term Loan A") which loan would be consolidated with the indebtedness evidenced by the Prior Note and evidenced by a new note in the face amount of $6,500,000 ("Term Note A").

B.Subject to the terms and conditions of the Agreement, the Secured Party is scheduled to extend a separate term loan to Borrower in the amount of $5,000,000 ("Term Loan B" and collectively with Term Loan A, the “Loans”) evidenced by a note in such amount ("Term Note B").

C.Pursuant to that certain Continuing Security Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”) among Sequiam Sports, certain other Debtors (as defined in the Security Agreement), and the Secured Party, the terms and provisions of which are hereby incorporated herein as if fully set forth herein, Sequiam Sports and the other Debtors have granted a security interest to the Secured Party in consideration of Secured Party’s agreement to provide loans to Borrower.

D.As security for the Prior Note, Sequiam Sports had executed that certain Amended and Restated Grant of Security Interest in Patents and Trademarks in favor of Lee Harrison Corbin, Attorney in-Fact for the Trust Under the Will of John Svenningsen (the "Trust”) dated as of May 18, 2005 (the “Prior Grant”)

E.The Trust has assigned all of its rights under the Prior Grant to Secured Party such that the Secured Party now stands in place of the Trust thereunder.

F.Sequiam Sports (1) has adopted, used and is using the trademarks reflected in the trademark registrations and trademark applications in the United States Patent and Trademark Office more particularly described on Schedule 1 annexed hereto as part hereof (the “Trademarks”), and (2) has registered or applied for registration in the United States Patent and Trademark Office of the patents more particularly described on Schedule 2 annexed hereto as part hereof (the “Patents”).

G.Sequiam Sports wishes to confirm its grant to the Secured Party of a security interested in all right, title and interest of Sequiam Sports in and to the Trademarks and Patents, and all proceeds thereof, together with the business as well as the goodwill of the business symbolized by, or related or pertaining to, the Trademarks, and the customer lists and records related to the Trademarks and Patents and all causes of action which may exist by reason of infringement of any of the Trademarks and Patents (collectively, the “T&P Collateral”), to secure payment, performance and observance of the Obligations (as that term is defined in the Security Agreement).

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged:

1.Sequiam Sports does hereby further grant to the Secured Party a security interested in the T&P Collateral to secure the full and prompt payment, performance and observance of the Obligations.

2.Sequiam Sports agrees to perform, so long as the Security Agreement is in effect, all acts deemed necessary or desirable by the Secured Party to permit and assist it, at Sequiam Sports' expense, in obtaining and enforcing the Trademarks and Patents in any and all countries. Such acts may include, but are not limited to, execution of documents and assistance of cooperation in legal proceedings. Sequiam Sports hereby appoints the Secured Party as Sequiam Sports' attorney-in-fact to execute and file any and all agreements, instruments, documents and papers as the Secured Party may determine to be necessary or desirable to evidence the Secured Party’s security interest in the Trademarks and Patents or any other element of the T&P Collateral, all acts of such attorney-in-fact being hereby ratified and confirmed.

3.Sequiam Sports represents and warrants that the Prior Grant is in full force and effect and, as of the date hereof, the enforcement of the Prior Grant against Sequiam Sports is subject to no defenses of any kind.

4.Sequiam Sports acknowledges and affirms that the rights and remedies of the Secured Party with respect to the security interest in the T&P Collateral granted hereby are more fully set forth in the Security Agreement and the rights and remedies set forth herein are without prejudice to, and are in addition to, those set forth in the Security Agreement. In the event that any provisions of this Grant are deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall govern.

5.Sequiam Sports agrees to execute financing statements or other instruments to the extent required by the Uniform Commercial Code and in executing such other documents or instruments as may be required or deemed necessary by you for purposes of affecting or continuing your security interest in the T&P Collateral.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, Sequiam Sports has caused this instrument to be executed as of the day and year first above written.

SEQUIAM SPORTS, INC.

By: 

Name: Nicholas VandenBrekel

Title:  CEO

SCHEDULE 1

REGISTERED TRADEMARKS AND TRADEMARK APPLICATIONS

Trademark	Registration or Application Number	Registration or Application Date	Country
QUESTprint	76315067	09/20/01	USA

SCHEDULE 2

PATENTS AND PATENT APPLICATIONS

Patent	Registration or Application Number	Registration or Application Date	Country
None

STATE OF FLORIDA)

)ss:

COUNTY OF ORANGE)

On this 30^th day of March 2007, before me personally came Nicholas Vandenbrekel who, being by me duly sworn, did state as follows: that he is CEO of Sequiam Sports, Inc. that he is authorized to execute the foregoing Grant on behalf of said corporation and that he did so by authority of the Board of Directors of said corporation.

Notary Public

EX-10.10

Exhibit 10.10

GRANT OF SECURITY INTEREST

IN PATENTS AND TRADEMARKS

THIS GRANT OF SECURITY INTEST ("Grant"), effective as of March 30, 2007, is executed by Fingerprint Detection Technologies, Inc., Inc., a Florida corporation ("Fingerprint Detection"), in favor of Biometrics Investors, L.L.C., a Delaware limited liability company (the “Secured Party”).

A.The Secured Party is the holder of a note which was made by Sequiam Corporation (“Borrower”) and which has an outstanding balance as of the date of this Grant, including principal and accrued interest, of $3,965,119.00 (the "Prior Note"). Subject to the terms and conditions of that certain Agreement dated as of the date hereof among the Secured Party, as lender, and Borrower, as borrower (the "Agreement"), the Secured Party has agreed to extend a term loan to Borrower in the amount of $2,500,000 ("Term Loan A") which loan would be consolidated with the indebtedness evidenced by the Prior Note and evidenced by a new note in the face amount of $6,500,000 ("Term Note A").

B.Subject to the terms and conditions of the Agreement, the Secured Party is scheduled to extend a separate term loan to Borrower in the amount of $5,000,000 ("Term Loan B" and collectively with Term Loan A, the “Loans”) evidenced by a note in such amount ("Term Note B"). .

C.Pursuant to that certain Continuing Security Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”) among Fingerprint Detection, certain other Debtors (as defined in the Security Agreement), and the Secured Party, the terms and provisions of which are hereby incorporated herein as if fully set forth herein, Fingerprint Detection and the other Debtors have granted a security interest to the Secured Party in consideration of Secured Party’s agreement to provide loans to Borrower.

D.As security for the Prior Note, Fingerprint Detection had executed that certain Amended and Restated Grant of Security Interest in Patents and Trademarks in favor of Lee Harrison Corbin, Attorney in-Fact for the Trust Under the Will of John Svenningsen (the "Trust”) dated as of May 18, 2005 (the “Prior Grant”)

E.The Trust has assigned all of its rights under the Prior Grant to Secured Party such that the Secured Party now stands in place of the Trust thereunder.

F.Fingerprint Detection (1) has adopted, used and is using the trademarks reflected in the trademark registrations and trademark applications in the United States Patent and Trademark Office more particularly described on Schedule 1 annexed hereto as part hereof (the “Trademarks”), and (2) has registered or applied for registration in the United States Patent and Trademark Office of the patents more particularly described on Schedule 2 annexed hereto as part hereof (the “Patents”).

G.Fingerprint Detection wishes to confirm its grant to the Secured Party of a security interested in all right, title and interest of Fingerprint Detection in and to the Trademarks and Patents, and all proceeds thereof, together with the business as well as the goodwill of the business symbolized by, or related or pertaining to, the Trademarks, and the customer lists and records related to the Trademarks and Patents and all causes of action which may exist by reason of infringement of any of the Trademarks and Patents (collectively, the “T&P Collateral”), to secure payment, performance and observance of the Obligations (as that term is defined in the Security Agreement).

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged:

1.Fingerprint Detection does hereby further grant to the Secured Party a security interested in the T&P Collateral to secure the full and prompt payment, performance and observance of the Obligations.

2.Fingerprint Detection agrees to perform, so long as the Security Agreement is in effect, all acts deemed necessary or desirable by the Secured Party to permit and assist it, at Fingerprint Detection's expense, in obtaining and enforcing the Trademarks and Patents in any and all countries. Such acts may include, but are not limited to, execution of documents and assistance of cooperation in legal proceedings. Fingerprint Detection hereby appoints the Secured Party as Fingerprint Detection's attorney-in-fact to execute and file any and all agreements, instruments, documents and papers as the Secured Party may determine to be necessary or desirable to evidence the Secured Party’s security interest in the Trademarks and Patents or any other element of the T&P Collateral, all acts of such attorney-in-fact being hereby ratified and confirmed.

3.Fingerprint Detection represents and warrants that the Prior Grant is in full force and effect and, as of the date hereof, the enforcement of the Prior Grant against Fingerprint Detection is subject to no defenses of any kind.

4.Fingerprint Detection acknowledges and affirms that the rights and remedies of the Secured Party with respect to the security interest in the T&P Collateral granted hereby are more fully set forth in the Security Agreement and the rights and remedies set forth herein are without prejudice to, and are in addition to, those set forth in the Security Agreement. In the event that any provisions of this Grant are deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall govern.

5.Fingerprint Detection agrees to execute financing statements or other instruments to the extent required by the Uniform Commercial Code and in executing such other documents or instruments as may be required or deemed necessary by you for purposes of affecting or continuing your security interest in the T&P Collateral.

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CH01/ 12505327.2

IN WITNESS WHEREOF, Fingerprint Detection has caused this instrument to be executed as of the day and year first above written.

FINGERPRINT DETECTION TECHNOLOGIES, INC.

By: 

Name: Nicholas VandenBrekel

Title:  CEO

CH01/ 12505327.2

SCHEDULE 1

REGISTERED TRADEMARKS AND TRADEMARK APPLICATIONS

Trademark Registration or Application Number Registration or Application Date Country

CH01/ 12505327.2

SCHEDULE 2

PATENTS AND PATENT APPLICATIONS

Patent	Registration or Application Number	Registration or Application Date	Country
Briteprint	6,865,285 B1		USA

CH01/ 12505327.2

STATE OF FLORIDA)

)ss:

COUNTY OF ORANGE)

On this 30th day of March 2007, before me personally came Nicholas Vandenbrekel who, being by me duly sworn, did state as follows: that he is CEO of Fingerprint Detection Technologies, Inc., that he is authorized to execute the foregoing Grant on behalf of said corporation and that he did so by authority of the Board of Directors of said corporation.

Notary Public

EX-10.11

Exhibit 10.11

SECOND AMENDED AND RESTATED STOCK PLEDGE AGREEMENT

This Second Amended and Restated Stock Pledge Agreement (this “Pledge Agreement”), dated as of March 30, 2007, among Biometrics Investors, L.L.C. a Delaware limited liability company ("Pledgee"), Sequiam Corporation, a California corporation (the "Company"), and each of the other undersigned pledgors (the Company and each such other undersigned pledgor, a "Pledgor” and collectively, the "Pledgors").

BACKGROUND

WHEREAS, Pledgee is the holder of a note which was made by Pledgor and which has an outstanding balance as of the date of this Pledge Agreement, including principal and accrued interest, of $3,965,119.00 (the "Prior Note"). Subject to the terms and conditions of that certain Agreement dated as of the date hereof among Pledgee, as lender, and Pledgor, as borrower (the "Agreement"), Pledgee has agreed to extend a term loan to Pledgor in the amount of $2,500,000 ("Term Loan A") which loan would be consolidated with the indebtedness evidenced by the Prior Note and evidenced by a new note in the face amount of $6,500,000 ("Term Note A").

WHEREAS, subject to the terms and conditions of the Agreement, Pledgee is scheduled to extend a separate term loan to Pledgor in the amount of $5,000,000 ("Term Loan B" and collectively with Term Loan A, the “Loans”) evidenced by a note in such amount ("Term Note B").

WHEREAS, in connection with extending credits to Pledgor, Pledgor shall also issue warrants to Pledgee which, if both Term Loan A and Term Loan B are funded, would allow to purchase up to 40% of Pledgee’s fully diluted Common Shares, subject to adjustments as set forth in the warrants.

WHEREAS, as security for all Indebtedness (as defined below) of Pledgor owing to Pledgee or any affiliate of Pledgee, pursuant to the Agreement and certain other related agreements, Pledgor has granted to Pledgee a security interest in and to substantially all of the assets of Pledgor.

WHEREAS, as security for the Prior Note, the Company had executed that certain Amended and Restated Stock Pledge Agreement in favor of Lee Harrison Corbin, Attorney in-Fact for the Trust Under the Will of John Svenningsen (the "Trust”) dated as of May 18, 2005 (the “Prior Pledge Agreement”)

WHEREAS, the Trust has assigned all of its rights under the Prior Pledge Agreement to the Lender such that the Lender now stands in place of the Trust thereunder.

WHEREAS, in order to induce the Pledgee to provide or continue to provide the financial accommodations described in the Agreement, Term Note A and Term Note B, each Pledgor has agreed to pledge and grant a security interest in the collateral described herein to the Pledgee on the terms and conditions set forth herein.

WHEREAS, the Pledgee and the Pledgor now wish to amend and restate the Prior Pledge Agreement as provided herein.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration the receipt of which is hereby acknowledged, the parties hereto agree as follows:

1.Defined Terms. All capitalized terms used herein which are not defined shall have the meanings given to them in the Agreement.

2.Pledge and Grant of Security Interest. To secure the full and punctual payment and performance of (the following clauses (a) and (b), the “Indebtedness”) (a) the obligations under the Agreement and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral therefore or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under Title 11, United States Code, including, without limitation, obligations or indebtedness of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security interest to Pledgee in all of the following (the "Collateral"):

(a)the shares of stock set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the "Pledged Stock"), the certificates representing the Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Stock;

(b)all additional shares of stock of any issuer (each, an "Issuer") of the Pledged Stock from time to time acquired by any Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Collateral), and the certificates representing such additional shares, and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares; and

(c)all options and rights, whether as an addition to, in substitution of or in exchange for any shares of any Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such options and rights.

3.Delivery of Collateral. All certificates representing or evidencing the Pledged Stock shall be delivered to and held by or on behalf of Pledgee pursuant hereto and shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Pledgee. Each Pledgor hereby authorizes the Issuer upon demand by the Pledgee to deliver any certificates, instruments or other distributions issued in connection with the Collateral directly to the Pledgee, in each case to be held by the Pledgee, subject to the terms hereof. Upon an Event of Default (as defined below) under the Agreement that has occurred and is continuing beyond any applicable grace period, the Pledgee shall have the right, during such time in its discretion and without notice to the Pledgor, to transfer to or to register in the name of the Pledgee or any of its nominees any or all of the Pledged Stock. In addition, the Pledgee shall have the right at such time to exchange certificates or instruments representing or evidencing Pledged Stock for certificates or instruments of smaller or larger denominations.

4.Representations and Warranties of each Pledgor. Each Pledgor jointly and severally represents and warrants to the Pledgee (which representations and warranties shall be deemed to continue to be made until all of the Indebtedness has been paid in full and the Purchase Agreement and each agreement and instrument entered into in connection therewith has been irrevocably terminated) that:

(a)the execution, delivery and performance by each Pledgor of this Pledge Agreement and the pledge of the Collateral hereunder do not and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to any Pledgor;

(b)this Pledge Agreement constitutes the legal, valid, and binding obligation of each Pledgor enforceable against each Pledgor in accordance with its terms;

(c)(i) all Pledged Stock owned by each Pledgor is set forth on Schedule A hereto and (ii) each Pledgor is the direct and beneficial owner of each share of the Pledged Stock;

(d)all of the shares of the Pledged Stock have been duly authorized, validly issued and are fully paid and nonassessable;

(e)no consent or approval of any person, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery and performance of this Pledge Agreement, (ii) the exercise by the Pledgee of any rights with respect to the Collateral or (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder;

(f)there are no pending or, to the best of Pledgor’s knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral;

(g)each Pledgor has the requisite power and authority to enter into this Pledge Agreement and to pledge and assign the Collateral to the Pledgee in accordance with the terms of this Pledge Agreement;

(h)each Pledgor owns each item of the Collateral and, except for the pledge and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Purchase Agreement, free and clear of any other security interest, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (collectively, "Liens");

(i)there are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporation or by-laws (or equivalent organizational documents) of the Issuer or otherwise which have not otherwise been enforceably and legally waived by the necessary parties;

(j)none of the Pledged Stock has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject;

(k)the pledge and assignment of the Collateral and the grant of a security interest under this Pledge Agreement vest in the Pledgee all rights of each Pledgor in the Collateral as contemplated by this Pledge Agreement;

(l)the Pledged Stock constitutes one hundred percent (100%) of the issued and outstanding shares of capital stock of each Issuer; and

(m)the Prior Pledge Agreement is in full force and effect and, as of the date hereof, the enforcement of the Prior Pledge Agreement against the Pledgor is subject to no defenses of any kind.

5.Covenants. Each Pledgor jointly and severally covenants that, until the Indebtedness shall be satisfied in full and the Purchase Agreement and each agreement and instrument entered into in connection therewith is irrevocably terminated (but subject to Section 18(i)):

(a)No Pledgor will sell, assign, transfer, convey, or otherwise dispose of its rights in or to the Collateral or any interest therein; nor will any Pledgor create, incur or permit to exist any Lien whatsoever with respect to any of the Collateral or the proceeds thereof other than that created hereby.

(b)Each Pledgor will, at its expense, defend Pledgee’s right, title and security interest in and to the Collateral against the claims of any other party.

(c)Each Pledgor shall at any time, and from time to time, upon the written request of Pledgee, execute and deliver such further documents and do such further acts and things as Pledgee may reasonably request in order to effect the purposes of this Pledge Agreement including, but without limitation, delivering to Pledgee upon the occurrence of an Event of Default irrevocable proxies in respect of the Collateral in form satisfactory to Pledgee. Until receipt thereof, upon an Event of Default that has occurred and is continuing beyond any applicable grace period, this Pledge Agreement shall constitute Pledgor’s proxy to Pledgee or its nominee to vote all shares of Collateral then registered in each Pledgor’s name.

(d)No Pledgor will consent to or approve the issuance of (i) any additional shares of any class of capital stock or other equity interests of the Issuer; or (ii) any securities convertible either voluntarily by the holder thereof or automatically upon the occurrence or nonoccurrence of any event or condition into, or any securities exchangeable for, any such shares, unless, in either case, such shares are pledged as Collateral pursuant to this Pledge Agreement.

6.Voting Rights and Dividends. In addition to the Pledgee’s rights and remedies set forth in Section 8 hereof, in case an Event of Default shall have occurred and be continuing, beyond any applicable cure period, the Pledgee shall (i) be entitled to vote the Collateral, (ii) be entitled to give consents, waivers and ratifications in respect of the Collateral (each Pledgor hereby irrevocably constituting and appointing the Pledgee, with full power of substitution, the proxy and attorney-in-fact of each Pledgor for such purposes) and (iii) be entitled to collect and receive for its own use cash dividends paid on the Collateral. No Pledgor shall be permitted to exercise or refrain from exercising any voting rights or other powers if, in the reasonable judgment of the Pledgee, such action would have a material adverse effect on the value of the Collateral or any part thereof; and, provided, further, that each Pledgor shall give at least five (5) days’ written notice of the manner in which such Pledgor intends to exercise, or the reasons for refraining from exercising, any voting rights or other powers other than with respect to any election of directors and voting with respect to any incidental matters. Following the occurrence of an Event of Default, all dividends and all other distributions in respect of any of the Collateral, shall be delivered to the Pledgee to hold as Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Pledgee, be segregated from the other property or funds of any other Pledgor, and be forthwith delivered to the Pledgee as Collateral in the same form as so received (with any necessary endorsement).

7.Event of Default. An Event of Default shall be deemed to have occurred and may be declared by the Pledgee upon the happening of any of the following events:

(a)An "Event of Default" under the Agreement or any agreement or note related to the Agreement shall have occurred and be continuing beyond any applicable cure period;

(b)Any Pledgor shall default in the performance of any of its obligations under any agreement between any Pledgor and Pledgee, including, without limitation, this Pledge Agreement, and such default shall not be cured for a period of thirty (30) business days after the occurrence thereof;

(c)Any representation or warranty of any Pledgor made herein, in the Agreement or in any agreement, statement or certificate given in writing pursuant hereto or thereto or in connection herewith or therewith shall be false or misleading in any material respect and shall not be cured for a period of thirty (30) business days after the occurrence thereof;

(d)Any portion of the Collateral is subjected to levy of execution, attachment, distraint or other judicial process; or any portion of the Collateral is the subject of a claim (other than by the Pledgee) of a Lien or other right or interest in or to the Collateral and such levy or claim shall not be cured, disputed or stayed within a period of thirty (30) business days after the occurrence thereof; or

(e)Any Pledgor shall (i) apply for, consent to, or suffer to exist the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or other fiduciary of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of creditors, (iii) commence a voluntary case under any state or federal bankruptcy laws (as now or hereafter in effect), (iv) be adjudicated a bankrupt or insolvent, (v) file a petition seeking to take advantage of any other law providing for the relief of debtors, (vi) acquiesce to, or fail to have dismissed, within ninety (60) days, any petition filed against it in any involuntary case under such bankruptcy laws, or (vii) take any action for the purpose of effecting any of the foregoing.

8.Remedies. In case an Event of Default shall have occurred and be declared by the Pledgee, the Pledgee may:

(a)transfer any or all of the Collateral into its name, or into the name of its nominee or nominees;

(b)exercise all corporate rights with respect to the Collateral including, without limitation, all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any shares of the Collateral as if it were the absolute owner thereof, including, but without limitation, the right to exchange, at its discretion, any or all of the Collateral upon the merger, consolidation, reorganization, recapitalization or other readjustment of the Issuer thereof, or upon the exercise by the Issuer of any right, privilege or option pertaining to any of the Collateral, and, in connection therewith, to deposit and deliver any and all of the Collateral with any committee, depository, transfer agent, registrar or other designated agent upon such terms and conditions as it may determine, all without liability except to account for property actually received by it; and

(c)subject to any requirement of applicable law, sell, assign and deliver the whole or, from time to time, any part of the Collateral at the time held by the Pledgee, at any private sale or at public auction, with or without demand, advertisement or notice of the time or place of sale or adjournment thereof or otherwise (all of which are hereby waived, except such notice as is required by applicable law and cannot be waived), for cash or credit or for other property for immediate or future delivery, and for such price or prices and on such terms as the Pledgee in its sole discretion may determine, or as may be required by applicable law.

Each Pledgor hereby waives and releases any and all right or equity of redemption, whether before or after sale hereunder. At any such sale, unless prohibited by applicable law, the Pledgee may bid for and purchase the whole or any part of the Collateral so sold free from any such right or equity of redemption. All moneys received by the Pledgee hereunder whether upon sale of the Collateral or any part thereof or otherwise shall be held by the Pledgee and applied by it as provided in Section 10 hereof. No failure or delay on the part of the Pledgee in exercising any rights hereunder shall operate as a waiver of any such rights nor shall any single or partial exercise of any such rights preclude any other or future exercise thereof or the exercise of any other rights hereunder. The Pledgee shall have no duty as to the collection or protection of the Collateral or any income thereon nor any duty as to preservation of any rights pertaining thereto, except to apply the funds in accordance with the requirements of Section 10 hereof. The Pledgee may exercise its rights with respect to property held hereunder without resort to other security for or sources of reimbursement for the Indebtedness. In addition to the foregoing, Pledgee shall have all of the rights, remedies and privileges of a secured party under the Uniform Commercial Code of Illinois regardless of the jurisdiction in which enforcement hereof is sought.

9.Private Sale. Each Pledgor recognizes that the Pledgee may be unable to effect (or to do so only after delay which would adversely affect the value that might be realized from the Collateral) a public sale of all or part of the Collateral by reason of certain prohibitions contained in the Securities Act, and may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor agrees that any such private sale may be at prices and on terms less favorable to the seller than if sold at public sales and that such private sales shall be deemed to have been made in a commercially reasonable manner. Each Pledgor agrees that the Pledgee has no obligation to delay sale of any Collateral for the period of time necessary to permit the Issuer to register the Collateral for public sale under the Securities Act.

10.Proceeds of Sale. The proceeds of any collection, recovery, receipt, appropriation, realization or sale of the Collateral shall be applied by the Pledgee as follows:

(a)First, to the payment of all costs, reasonable expenses and charges of the Pledgee and to the reimbursement of the Pledgee for the prior payment of such costs, reasonable expenses and charges incurred in connection with the care and safekeeping of the Collateral (including, without limitation, the reasonable expenses of any sale or any other disposition of any of the Collateral), the expenses of any taking, attorneys’ fees and reasonable expenses, court costs, any other fees or expenses incurred or expenditures or advances made by Pledgee in the protection, enforcement or exercise of its rights, powers or remedies hereunder;

(b)Second, to the payment of the Indebtedness, in whole or in part, in such order as the Pledgee may elect, whether or not such Indebtedness is then due;

(c)Third, to such persons, firms, corporations or other entities as required by applicable law including, without limitation, Section 9-504(1)(c) of the UCC; and

(d)Fourth, to the extent of any surplus to the Pledgors or as a court of competent jurisdiction may direct.

In the event that the proceeds of any collection, recovery, receipt, appropriation, realization or sale are insufficient to satisfy the Indebtedness, each Pledgor shall be jointly and severally liable for the deficiency plus the costs and fees of any attorneys employed by Pledgee to collect such deficiency.

11.Waiver of Marshaling. Each Pledgor hereby waives any right to compel any marshaling of any of the Collateral.

12.No Waiver. Any and all of the Pledgee’s rights with respect to the Liens granted under this Pledge Agreement shall continue unimpaired, and Pledgor shall be and remain obligated in accordance with the terms hereof, notwithstanding (a) the bankruptcy, insolvency or reorganization of any Pledgor, (b) the release or substitution of any item of the Collateral at any time, or of any rights or interests therein, or (c) any delay, extension of time, renewal, compromise or other indulgence granted by the Pledgee in reference to any of the Indebtedness. Each Pledgor hereby waives all notice of any such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consents to be bound hereby as fully and effectively as if such Pledgor had expressly agreed thereto in advance. No delay or extension of time by the Pledgee in exercising any power of sale, option or other right or remedy hereunder, and no failure by the Pledgee to give notice or make demand, shall constitute a waiver thereof, or limit, impair or prejudice the Pledgee’s right to take any action against any Pledgor or to exercise any other power of sale, option or any other right or remedy.

13.Expenses. The Collateral shall secure, and each Pledgor shall pay to Pledgee on demand, from time to time, all reasonable costs and expenses, (including but not limited to, reasonable attorneys’ fees and costs, taxes, and all transfer, recording, filing and other charges) of, or incidental to, the custody, care, transfer, administration of the Collateral or any other collateral, or in any way relating to the enforcement, protection or preservation of the rights or remedies of the Pledgee under this Pledge Agreement or with respect to any of the Indebtedness.

14.Pledgee Appointed Attorney-In-Fact and Performance by the Pledgee. Upon the occurrence of an Event of Default, each Pledgor hereby irrevocably constitutes and appoints the Pledgee as such Pledgor’s true and lawful attorney-in-fact, with full power of substitution, to execute, acknowledge and deliver any instruments and to do in such Pledgor’s name, place and stead, all such acts, things and deeds for and on behalf of and in the name of such Pledgor, which such Pledgor could or might do or which the Pledgee may deem necessary, desirable or convenient to accomplish the purposes of this Pledge Agreement, including, without limitation, to execute such instruments of assignment or transfer or orders and to register, convey or otherwise transfer title to the Collateral into the Pledgee’s name. Each Pledgor hereby ratifies and confirms all that said attorney-in-fact may so do and hereby declares this power of attorney to be coupled with an interest and irrevocable. If any Pledgor fails to perform any agreement herein contained, the Pledgee may itself perform or cause performance thereof, and any costs and expenses of the Pledgee incurred in connection therewith shall be paid by the Pledgors as provided in Section 10 hereof.

15.Waivers.

(a)EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS PLEDGE AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OTHER AGREEMENT EXECUTED OR DELIVERED BY THEM IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HERETO HEREBY AGREES AND CONSENTS THAT ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

16.Recapture. Notwithstanding anything to the contrary in this Pledge Agreement, if the Pledgee receives any payment or payments on account of the Indebtedness, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver, or any other party under the United States Bankruptcy Code, as amended, or any other federal or state bankruptcy, reorganization, moratorium or insolvency law relating to or affecting the enforcement of creditors’ rights generally, common law or equitable doctrine, then to the extent of any sum not finally retained by the Pledgee, each Pledgor’s obligations to the Pledgee shall be reinstated and this Pledge Agreement shall remain in full force and effect (or be reinstated) until payment shall have been made to Pledgee, which payment shall be due on demand.

17.Captions. All captions in this Pledge Agreement are included herein for convenience of reference only and shall not constitute part of this Pledge Agreement for any other purpose.

18.Miscellaneous.

(a)This Pledge Agreement constitutes the entire and final agreement among the parties with respect to the subject matter hereof and may not be changed, terminated or otherwise varied except by a writing duly executed by the parties hereto.

(b)No waiver of any term or condition of this Pledge Agreement, whether by delay, omission or otherwise, shall be effective unless in writing and signed by the party sought to be charged, and then such waiver shall be effective only in the specific instance and for the purpose for which given.

(c)In the event that any provision of this Pledge Agreement or the application thereof to any Pledgor or any circumstance in any jurisdiction governing this Pledge Agreement shall, to any extent, be invalid or unenforceable under any applicable statute, regulation, or rule of law, such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform to such statute, regulation or rule of law, and the remainder of this Pledge Agreement and the application of any such invalid or unenforceable provision to parties, jurisdictions, or circumstances other than to whom or to which it is held invalid or unenforceable shall not be affected thereby, nor shall same affect the validity or enforceability of any other provision of this Pledge Agreement.

(d)This Pledge Agreement shall be binding upon each Pledgor, and each Pledgor’s successors and assigns, and shall inure to the benefit of the Pledgee and its successors and assigns.

(e)Any notice or other communication required or permitted pursuant to this Pledge Agreement shall be given in accordance with the Purchase Agreement.

(f)This Pledge Agreement shall be governed by and construed and enforced in all respects in accordance with the laws of the State of Illinois applied to contracts to be performed wholly within the State of Illinois.

(g)EACH PLEDGOR EXPRESSLY CONSENTS TO THE JURISDICTION AND VENUE OF EACH COURT OF COMPETENT JURISDICTION LOCATED IN THE STATE OF ILLINOIS FOR ALL PURPOSES IN CONNECTION WITH THIS PLEDGE AGREEMENT. ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY ANY MATTER OR CLAIM IN ANY WAY ARISING OUT OF, RELATED TO OR CONNECTED WITH THIS PLEDGE AGREEMENT SHALL BE BROUGHT ONLY IN A STATE COURT LOCATED IN THE COUNTY OF COOK, STATE OF ILLINOIS. EACH PLEDGOR FURTHER CONSENTS THAT ANY SUMMONS, SUBPOENA OR OTHER PROCESS OR PAPERS (INCLUDING, WITHOUT LIMITATION, ANY NOTICE OR MOTION OR OTHER APPLICATION TO EITHER OF THE AFOREMENTIONED COURTS OR A JUDGE THEREOF) OR ANY NOTICE IN CONNECTION WITH ANY PROCEEDINGS HEREUNDER, MAY BE SERVED INSIDE OR OUTSIDE OF THE STATE OF ILLINOIS OR THE NORTHERN DISTRICT OF ILLINOIS BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR BY PERSONAL SERVICE PROVIDED A REASONABLE TIME FOR APPEARANCE IS PERMITTED, OR IN SUCH OTHER MANNER AS MAY BE PERMISSIBLE UNDER THE RULES OF SAID COURTS. EACH PLEDGOR WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED HEREON AND SHALL NOT ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE OR BASED UPON FORUMNONCONVENIENS.

(h)This Pledge Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same agreement. Any signature delivered by a party by facsimile transmission shall be deemed an original signature hereto.

(i)This Pledge Agreement and the security interests granted by the Pledgors hereunder shall terminate upon the provision by Pledgee of written confirmation to the Company that (x) all indebtedness obligations owed by any Pledgor to Pledgee have been repaid (including, without limitation, all principal, interest and fees related to the Term Note A, Term Note B, any indebtedness referred to in the Agreement, any other Obligations (as defined in the Master Security Agreement) and any other indebtedness outstanding at such time and owed to the Pledgee) and (y) all commitments by the Pledgee to fund any indebtedness have been terminated in their entirety.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties have duly executed this Pledge Agreement as of the day and year first written above.

SEQUIAM CORPORATION

By:

Name:Nicholas VandenBrekel

Title:CEO < /font>

CONSTELLATION BIOMETRICS CORPORATION

By:

Name:Nicholas VandenBrekel

Title:CEO

BIOMETRICS INVESTORS, L.L.C.

By:

Name:Roger Brown

Title:Manager

SCHEDULE A

Pledged Stock

Pledgor	Issuer	Class of Stock	Stock Certificate Number	Par Value	Number of Shares
Sequiam Corporation	Sequiam Software, Inc.	Common	1	$0.001	2,000
Sequiam Corporation	Sequiam Biometrics, Inc.	Common	1	NO PAR	1,000
Sequiam Corporation	Sequiam Sports, Inc.	Common	10,000	$0.0001	12,153,261
Sequiam Corporation	Sequiam Education, Inc.	Common	1	NO PAR	1,000
Sequiam Corporation	Fingerprint Detection Technologies, Inc.	Common	2	$0.01	1,000
Sequiam Corporation	Constellation Biometrics Corporation	Common	6	NO PAR	1,000
Constellation Biometrics Corporation	Biometric Security (Pty) Ltd.	Common	3	1 Rand	100
Sequiam Corporation	Sequiam East, Inc. (f/k/a Magstone Innovation, Inc.)	Common	As set forth in Chapter 3, Article 8 of the Bylaws	No PAR	80%

EX-10.12

                      Exhibit 10.12

SUBORDINATION AGREEMENT

This Subordination Agreement (this "Subordination Agreement") is entered into as of the 30th day of March, 2007, by and among Mark Mroczkowski and Nick VandenBrekel (Mark Mroczkowski and Nick VandenBrekel are collectively referred to herein as the “Subordinated Lenders” and each, a "Subordinated Lender"), and Biometrics Investors, L.L.C., a Delaware limited liability company (the "Senior Lender"). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Agreement referred to below.

BACKGROUND

WHEREASthe Senior Lender is the holder of a note which was made by Sequiam Corporation (the "Company") and which has an outstanding balance as of the date of this Pledge Agreement, including principal and accrued interest, of $ 3,965,119 (the "Prior Note"). Subject to the terms and conditions of that certain Agreement dated as of the date hereof among the Senior Lender, as lender, and the Company, as borrower (the "Agreement"), the Senior Lender has agreed to extend a term loan to the Company in the amount of $2,500,000 ("Term Loan A") which loan would be consolidated with the indebtedness evidenced by the Prior Note and evidenced by a new note in the face amount of $6,500,000 ("Term Note A").

WHEREAS, subject to the terms and conditions of the Agreement, the Senior Lender has agreed to extend a separate term loan to the Company in the amount of $5,000,000 ("Term Loan B" and collectively with Term Loan A, the “Loans”) evidenced by a note in such amount ("Term Note B").

WHEREAS, each of the subsidiaries of the Company (the "Subsidiaries"), pursuant to the terms of that certain Subsidiary Guaranty dated as of the date hereof in favor of the Senior Lender, have unconditionally guaranteed the prompt payment in full of the Loans and all other liabilities due and owing from the Company to the Senior Lender.

WHEREAS, in connection with the Prior Note, the Subordinated Lender had executed that certain Subordination Agreement in favor of Lee Harrison Corbin, Attorney in-Fact for the Trust Under the Will of John Svenningsen (the "Trust”) dated as of May 18, 2005 (the “Prior Subordination Agreement”)

WHEREAS, the Trust has assigned all of its rights under the Prior Subordination Agreement to the Lender such that the Lender now stands in place of the Trust thereunder.

WHEREAS, the Subordinated Lenders are senior officers of the Company and (x) the Company has incurred a loan from Mark Mroczkowski, which loan has an aggregate principal amount outstanding of $50,000.00 as of the date hereof, plus accrued and unpaid interest of $8,750.00 as of the date hereof and (y) the Company has incurred a loan from Nick VandenBrekel, which loan has an aggregate principal amount of $361,000.00 as of the date hereof, plus accrued and unpaid interest of $35,577.00 as of the date hereof (such amounts set forth in this clause, together with the principal, interest and other fees attributable to any other indebtedness owed by the Company to either Mark Mroczkowski or Nick VandenBrekel, whether incurred prior to, on or after the date hereof, shall be referred to as the “Outstanding Indebtedness”).

NOW, THEREFORE, each Subordinated Lender and the Senior Lender agree as follows:

TERMS

1.All obligations of the Company and the Subsidiaries to the Senior Lender, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent or now or hereafter existing, or due or to become due are referred to as "Senior Liabilities". The Accrued Salary Amount and the Outstanding Indebtedness, together with all obligations of the Company or any of its Subsidiaries to any Subordinated Lender to pay the Accrued Salary Amount or any Outstanding Indebtedness (in each case, including any interest, fees or penalties related thereto), howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent or now or hereafter existing, or due or to become due are referred to as "Junior Liabilities". It is expressly understood and agreed that the term "Senior Liabilities", as used in This Subordination Agreement, shall include, without limitation, any and all interest, fees and penalties accruing on any of the Senior Liabilities after the commencement of any proceedings referred to in paragraph 4 of This Subordination Agreement, notwithstanding any provision or rule of law which might restrict the rights of the Senior Lender, as against any Subordinated Lender or anyone else, to collect such interest, fees or penalties, as the case may be.

2.Except as expressly otherwise provided in This Subordination Agreement or as the Senior Lender may otherwise expressly consent in writing, the payment of the Junior Liabilities shall be postponed and subordinated to the payment in full of all Senior Liabilities. Furthermore, no payments or other distributions whatsoever in respect of any Junior Liabilities shall be made, nor shall any property or assets of any Subordinated Lender be applied to the purchase or other acquisition or retirement of any Junior Liability.

3.Each Subordinated Lender hereby subordinates all security interests that have been, or may be, created by any Subordinated Lender in respect of the Junior Liabilities, to the security interests granted by each Subordinated Lender to the Senior Lender in respect of the Senior Liabilities.

4.In the event of any dissolution, winding up, liquidation, readjustment, reorganization or other similar proceedings relating to the Company or its Subsidiaries or to their creditors, as such, or to their property (whether voluntary or involuntary, partial or complete, and whether in bankruptcy, insolvency or receivership, or upon an assignment for the benefit of creditors, or any other marshalling of the assets and liabilities of any Subordinated Lender, or any sale of all or substantially all of the assets of any Subordinated Lender, or otherwise), the Senior Liabilities shall first be paid in full before any Subordinate Lender shall be entitled to receive and to retain any payment or distribution in respect of any Junior Liability.

5.Each Subordinated Lender will mark his books and records so as to clearly indicate that their respective Junior Liabilities are subordinated in accordance with the terms of this Subordination Agreement. Each Subordinated Lender will execute such further documents or instruments and take such further action as the Senior Lender may reasonably request from time to time request to carry out the intent of this Subordination Agreement.

6.Each Subordinated Lender hereby waives all diligence in collection or protection of or realization upon the Senior Liabilities or any security for the Senior Liabilities.

7.No Subordinated Lender will without the prior written consent of the Senior Lender: (a) attempt to enforce or collect any Junior Liability or any rights in respect of any Junior Liability; or (b) commence, or join with any other creditor in commencing, any bankruptcy, reorganization or insolvency proceedings with respect to the Company or any Subsidiary.

8.The Senior Lender may, from time to time, at its sole discretion and without notice to any Subordinated Lender, take any or all of the following actions: (a) retain or obtain a security interest in any property to secure any of the Senior Liabilities; (b) retain or obtain the primary or secondary obligation of any other obligor or obligors with respect to any of the Senior Liabilities; (c) extend or renew for one or more periods (whether or not longer than the original period), alter or exchange any of the Senior Liabilities, or release or compromise any obligation of any nature of any obligor with respect to any of the Senior Liabilities; and (d) release their security interest in, or surrender, release or permit any substitution or exchange for, all or any part of any property securing any of the Senior Liabilities, or extend or renew for one or more periods (whether or not longer than the original period) or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to any such property.

9.The Senior Lender may, from time to time, whether before or after any discontinuance of this Subordination Agreement, without notice to any Subordinated Lender, assign or transfer any or all of the Senior Liabilities or any interest in the Senior Liabilities; and, notwithstanding any such assignment or transfer or any subsequent assignment or transfer of the Senior Liabilities, such Senior Liabilities shall be and remain Senior Liabilities for the purposes of this Subordination Agreement, and every immediate and successive assignee or transferee of any of the Senior Liabilities or of any interest in the Senior Liabilities shall, to the extent of the interest of such assignee or transferee in the Senior Liabilities, be entitled to the benefits of this Subordination Agreement to the same extent as if such assignee or transferee were the Senior Lender, as applicable; provided, however, that, unless the Senior Lender shall otherwise consent in writing, the Senior Lender shall have an unimpaired right, prior and superior to that of any such assignee or transferee, to enforce This Subordination Agreement, for the benefit of the Senior Lender, as to those of the Senior Liabilities which the Senior Lender has not assigned or transferred.

10.The Senior Lender shall not be prejudiced in its rights under this Subordination Agreement by any act or failure to act of any Subordinated Lender, or any noncompliance of any Subordinated Lender with any agreement or obligation, regardless of any knowledge thereof which the Senior Lender may have or with which the Senior Lender may be charged; and no action of the Senior Lender permitted under this Subordination Agreement shall in any way affect or impair the rights of the Senior Lender and the obligations of any Subordinated Lender under this Subordination Agreement.

11.No delay on the part of the Senior Lender in the exercise of any right or remedy shall operate as a waiver of such right or remedy, and no single or partial exercise by the Senior Lender of any right or remedy shall preclude other or further exercise of such right or remedy or the exercise of any other right or remedy; nor shall any modification or waiver of any of the provisions of this Subordination Agreement be binding upon the Senior Lender except as expressly set forth in a writing duly signed and delivered on behalf of the Senior Lender. For the purposes of this Subordination Agreement, Senior Liabilities shall have the meaning set forth in Section 1 above, notwithstanding any right or power of any Subordinated Lender or anyone else to assert any claim or defense as to the invalidity or unenforceability of any such obligation, and no such claim or defense shall affect or impair the agreements and obligations of any Subordinated Lender under this Subordination Agreement.

12.The Subordinated Lender represents and warrants that the the Prior Subordination Agreement is in full force and effect and, as of the date hereof, the enforcement of the Prior Subordination Agreement against the Subordinated Lender is subject to no defenses of any kind.

13.This Subordination Agreement shall be binding upon each Subordinated Lender and upon the heirs, legal representatives, successors and assigns of each Subordinated Lender and the successors and assigns of any Subordinated Lender.

14.This Subordination Agreement shall be construed in accordance with and governed by the laws of Illinois without regard to conflict of laws provisions. Wherever possible each provision of this Subordination Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Subordination Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Subordination Agreement.

15.This Subordination Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Subordination Agreement. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original thereof.

[signature page follows]

IN WITNESS WHEREOF, this Subordination Agreement has been made and delivered this 30th day of March, 2007.

By:_______________________________

Name:Mark Mroczkowski

Title:CFO

By:________________________________

 Name:Nick VandenBrekel

 Title:CEO

BIOMETRICS INVESTORS L.L.C.

By:

Name:Roger Brown

Title:Manager 0;

Acknowledged and Agreed to by:

SEQUIAM CORPORATION

By:

Name: Nicholas VandenBrekel

Title:CEO

EX-10.13

Exhibit 10.13

SHAREHOLDERS AGREEMENT

THIS SHAREHOLDERS AGREEMENT (this “Shareholders Agreement”) is made as of March 30, 2007 by and among Sequiam Corporation, a California corporation (the “Company”); Biometrics Investors, L.L.C., a Delaware limited liability company (“Biometrics”); and such other shareholders of the Company that become a party hereto from time to time (collectively referred to as the “Shareholders” and individually as a “Shareholder”). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 4 hereof.

WHEREAS, Biometrics has agreed to enter into a credit agreement with the Company pursuant to an Agreement, dated as of the date hereof, by and between the Company and Biometrics (the “Agreement”);

WHEREAS, Biometrics is the holder of 2,028,388 of the Company’s common shares, par value $0.001 per share (the “Common Shares”); and

WHEREAS, the execution and delivery of this Shareholders Agreement is a condition to Biometrics’ entering into the Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Shareholders Agreement, intending to be legally bound, agree as follows:

1.Board of Directors.

(a)From and after the date of execution of the Agreement, each Shareholder shall vote all of his Shareholder Shares and shall take all other necessary or desirable actions within his control (whether in his capacity as a shareholder, director, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary or desirable actions solely within its control (including, without limitation. calling special board and shareholder meetings), so that:

(i)the authorized number of directors on the Board shall be increased from three to five directors,

(ii)the two additional directors that shall be elected to the Board shall be two representatives designated by Biometrics.

(iii)the composition of the board of directors of each of the Company’s Subsidiaries (a “Sub Board”) shall be the same as that of the Board;

(iv)the removal from the Board or a Sub Board (with or without cause) of any representative designated under Section 1(a)(ii) above shall be at Biometrics’ written request, but only upon such written request and under no other circumstances; and

(v)in the event that any representative designated under Section 1(a)(ii) ceases for any reason to serve as a member of the Board or Sub Board during his or her term of office, the resulting vacancy on the Board or Sub Board shall be filled by a representative designated by Biometrics.

(b)There shall be at least [four] meetings of the Board during every fiscal year, at least one of which shall be held in each 120-day period during the Company’s fiscal year. The Company shall pay all out-of-pocket expenses incurred by each director in connection with attending regular and special meetings of the Board, any Sub Board and any committee thereof.

(c)So long as any Director designated under Section 1(a)(ii) above serves on the Board and for three years thereafter, the Company shall maintain directors’ and officers’ indemnity insurance coverage satisfactory to such Directors, and the Company’s Articles of Incorporation and bylaws shall provide for indemnification and exculpation of directors to the fullest extent permitted under applicable law.

(d)In the event the aggregate number of Shareholder Shares falls as a result of certain Shareholder Shares having been (x) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them or (y) sold to the public through a broker, dealer or market maker pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, then, the Company:

(i)shall make reasonable efforts to obtain new Shareholders in order to increase the aggregate number of Shareholder Shares to the level at which it was prior to the aggregate number of Shareholder Shares falling; and

(ii)shall not be in breach of this Shareholders Agreement and, consequently, there shall be no Event of Default under the Agreement or any Other Agreement, if, despite the Company’s compliance with Section 1(d)(i) above, the aggregate number of Shareholder Shares falls below the required number of outstanding Common Shares needed, under the Company’s by-laws or otherwise, to vote for and elect any Director designated under Section 1(a)(ii) above.

2.Representations and Warranties. Each Shareholder represents and warrants that (i) this Shareholders Agreement has been duly authorized, executed and delivered by such Shareholder and constitutes the valid and binding obligation of such Shareholder, enforceable in accordance with its terms, and (ii) such Shareholder has not granted and is not a party to any proxy, voting trust or other agreement which is inconsistent with, conflicts with or violates any provision of this Shareholders Agreement. No holder of Shareholder Shares shall grant any proxy or become party to any voting trust or other agreement which is inconsistent with, conflicts with or violates any provision of this Shareholders Agreement.

3.Legend. Each certificate evidencing Shareholder Shares and each certificate issued in exchange for or upon the transfer of any Shareholder Shares (if such shares remain Shareholder Shares after such transfer) shall be stamped or otherwise imprinted with a legend in substantially the following form:

“The securities represented by this certificate are subject to a Shareholders Agreement dated as of March 30, 2007, among the issuer of such securities (the “Company”) and certain of the Company’s Shareholders, as amended and modified from time to time. A copy of such Shareholders Agreement shall be furnished without charge by the Company to the holder hereof upon written request.”

The Company shall imprint such legend on certificates evidencing Shareholder Shares outstanding as of the date hereof, and the Shareholders shall surrender their stock certificates to the Company for such purpose. The legend set forth above shall be removed from the certificates evidencing any shares which cease to be Shareholder Shares.

4.Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Agreement. As used in this Shareholders Agreement, the following terms shall have the following meanings:

“Acquired Common” has the meaning set forth in Section 7.

“Agreement” has the meaning set forth in the preamble.

“Articles of Incorporation” means the Company’s Articles of Incorporation as in effect from time to time.

“Biometrics” has the meaning set forth in the preamble.

“Board” or “Board of Directors” means the Board of Directors of the Company.

“Common Shares” has the meaning set forth in the preamble.

“Company” has the meaning set forth in the preamble.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Securities Act” means the Securities Act of 1933, as amended from time to time.

“Shareholder Shares” means (i) any Common Shares purchased or otherwise acquired by any Shareholder, (ii) any capital stock or other equity securities issued or issuable directly or indirectly with respect to the Common Shares referred to in clause (i) above by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization, and (iii) any other shares of any class or series of capital stock of the Company held by a Shareholder, including without limitation the Series A Preferred and Series B Preferred; providedthat Shareholder Shares shall not include nonvoting shares described in (iii) for purposes of Section 1 hereof. As to any particular shares constituting Shareholder Shares, such shares shall cease to be Shareholder Shares when they have been (x) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them or (y) sold to the public through a broker, dealer or market maker pursuant to Rule 144 (or any similar provision then in force) under the Securities Act.

“Shareholder” or “Shareholders” has the meaning set forth in the preamble.

“Shareholder Agreement” has the meaning set forth in the preamble.

“Sub Board” has the meaning set forth in Section 1(a)(iii).

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the limited liability company. partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the managing director or general partner of such limited liability company, partnership, association or other business entity.

5.Irrevocable Proxy; Conflicting Agreements.

(a)In order to secure each Shareholder’s obligation to vote his Shareholder Shares and other voting securities of the Company in accordance with the provisions of Section 1 hereof, each Shareholder hereby appoints Biometrics as his true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of his Shareholder Shares and other voting securities of the Company for the election and/or removal of directors and all such other matters as expressly provided for in Section 1. Biometrics may exercise the irrevocable proxy granted to it hereunder at any time such Shareholder fails to comply with the provisions of this Shareholders Agreement. The proxies and powers granted by each Shareholder pursuant to this Section 5 are coupled with an interest and are given to secure the performance of such Shareholder’s obligations to Biometrics under this Shareholders Agreement. Such proxies and powers will be irrevocable for the term of this Shareholders Agreement and will survive the death, incompetency and disability of such Shareholder and the respective holders of their Shareholder Shares, except this Shareholders Agreement shall not be binding on a subsequent transferee of Shareholder Shares who purchased the Shareholder Shares pursuant to an effective registration statement or through a broker, dealer or market maker pursuant to Rule 144 (or any similar provision then in force) under the Securities Act.

(b)Each Shareholder represents that he has not granted and is not a party to any proxy, voting trust or other agreement which is inconsistent with or conflicts with the provisions of this Shareholders Agreement, and no holder of Shareholder Shares shall grant any proxy or become party to any voting trust or other agreement which is inconsistent with or conflicts with the provisions of this Shareholders Agreement.

6.Transfers in Violation of Agreement. Prior to affecting a transfer of any Shareholder Shares to any person or entity, the transferring Shareholder shall cause the prospective transferee to execute and deliver to the Company and the other Shareholders a counterpart of this Shareholders Agreement. Any transfer or attempted transfer of any Shareholder Shares in violation of any provision of this Shareholders Agreement shall be void, and the Company shall not record such transfer on its books or treat any purported transferee of such Shareholder Shares as the owner of such shares for any purpose.

7.Additional Parties; Joinder. The Company may permit any Person who acquires Common Shares or rights to acquire Common Shares after the date hereof (the “Acquired Common”) to become a party to this Shareholders Agreement and to succeed to all of the rights and obligations of a “holder of Shareholder Shares” under this Shareholders Agreement by obtaining an executed joinder to this Shareholders Agreement from such Person in the form of Exhibit A attached hereto. Upon the execution and delivery of the joinder by such Person, such Person’s Acquired Common shall be Shareholder Shares hereunder, and such Person shall be a “holder ofShareholder Shares” under this Shareholders Agreement with respect to the Acquired Common.

8.Amendment and Waiver. Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Shareholders Agreement shall be effective against the Company, Biometrics, or the Shareholders unless such modification, amendment or waiver is approved in writing by the Company, Biometrics, and the holders of a majority of the Common Shares held by all Shareholders, respectively. The failure of any party to enforce any of the provisions of this Shareholders Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Shareholders Agreement in accordance with its terms.

9.Severability. Whenever possible, each provision of this Shareholders Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Shareholders Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Shareholders Agreement in such jurisdiction or affect the validity, legality or enforceability of any provision in any other jurisdiction, but this Shareholders Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

10.Entire Agreement. Except as otherwise expressly set forth herein, this Shareholders Agreement embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

11.Successors and Assigns. Except as otherwise provided herein, this Shareholders Agreement shall bind and inure to the benefit of and be enforceable by the Company and its successors and assigns, Biometrics and its successors and assigns, and the Shareholders and any subsequent holders of Shareholder Shares and the respective successors and assigns of each of them, so long as they hold Shareholder Shares, except this Shareholders Agreement shall not be binding on a subsequent transferee of Shareholder Shares who purchased the Shareholder Shares pursuant to an effective registration statement or through a broker, dealer or market maker pursuant to Rule 144 (or any similar provision then in force) under the Securities Act.

12.Counterparts. This Shareholders Agreement may be executed in multiple counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement.

13.Remedies. The Company, Biometrics, and the Shareholders shall be entitled to enforce their rights under this Shareholders Agreement specifically, to recover damages by reason of any breach of any provision of this Shareholders Agreement and to exercise all other rights existing in their favor. The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions of this Shareholders Agreement and that the Company, Biometrics, and any Shareholder may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation of the provisions of this Shareholders Agreement.

14.Notices. All notices, demands and other communications to be given or delivered to Biometrics, the Company, or the Shareholders under or by reason of the provisions of this Shareholders Agreement will be in writing and will be deemed to have been given when personally delivered, sent by reputable overnight courier, transmitted by facsimile or telecopy (with a confirmation copy sent via overnight mail) or mailed by first class mail, return receipt requested, to the addresses indicated below (unless another address is so specified in writing):

If to the Company, to:	Sequiam Corporation 300 Sunport Lane Orlando, FL 32809 Attention:Mark L. Mroczkowski Facsimile:407-240-1431
	with a copy to:
	Greenberg Traurig, P.A. 450 South Orange Avenue, Suite 650 Orlando, Florida 32801
	Attention:Randolph Fields, Esq. Facsimile: 407-650-8472
If to Biometrics, to:	Biometric Investors, L.L.C. 5111 Maryland Way, Suite 201 Brentwood, TN 37027 Attention: Roger Brown Facsimile: (615) 221-1199
	with a copy to:
	Kenneth Hartmann, Esq. 330 W. State Street Suite 200 Geneva, IL 60134 Facsimile: (630) 845-4039 with a copy to: Stephen Tsoris, Esq. Drinker Biddle Gardner Carton 191 N. Wacker Drive Chicago, IL 60601 Facsimile: (312) 569-3142
If to a (the) Shareholder(s), to:	To the address(es) on the Company’s books and records

15.Governing Law; Construction; Forum Selection. THIS SHAREHOLDERS AGREEMENT SHALL BE GOVERNED AND CONTROLLED BY THE INTERNAL LAWS OF THE STATE OF CALIFORNIA AS TO INTERPRETATION, ENFORCEMENT, VALIDITY, CONSTRUCTION, EFFECT, AND IN ALL OTHER RESPECTS. If any provision of this Shareholders Agreement shall be held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or remaining provisions of this Shareholders Agreement.

16.Business Days. If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or legal holiday in the state in which the Company’s chief-executive office is located, the time period shall automatically be extended to the business day immediately following such Saturday, Sunday or legal holiday.

17.Descriptive Headings. The descriptive headings of this Shareholders Agreement are inserted for convenience only and do not constitute a part of this Shareholders Agreement.

18.No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Shareholders Agreement. In the event an ambiguity or question of intent or interpretation arises, this Shareholders Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Shareholders Agreement.

(Signature Pages continue on the next page)

CH02/ 22480467.5

IN WITNESS WHEREOF, the parties hereto have executed this Shareholders Agreement on the day and year first above written.

COMPANY:

SEQUIAM CORPORATION, a California corporation

By:

Name:

Title:

BIOMETRICS:

BIOMETRICS INVESTORS, L.L.C., a Delaware limited liability company

By:

Name: Roger Brown

Title: Manager

(Shareholder Signature Pages continue on next page)

CH02/ 22480467.5

[first name, last name of Shareholder]

[first name, last name of Shareholder]

[first name, last name of Shareholder]

[first name, last name of Shareholder]

[first name, last name of Shareholder]

EXHIBIT A

SHAREHOLDERS AGREEMENT

JOINDER AGREEMENT

Effective upon the execution hereof, the undersigned hereby agrees to become a party to that certain Shareholders Agreement, dated as of March 30, 2007, by and among Sequiam Corporation, a California corporation; Biometrics Investors, L.L.C., a Delaware limited liability company; and the Shareholders party thereto from time to time (as amended or otherwise modified from time to time, the “Shareholders Agreement”). The undersigned, by executing this counterpart signature page, shall be entitled to all of the rights and subject to all of the obligations of Shareholder under the Shareholders Agreement.

Date: _______________________, 200_

______________________________

Signature

______________________________

Printed Name

EX-10.14

Exhibit 10.14

WAIVER AND CONSENT

Reference is made to that certain Securities Purchase Agreement, dated as of May 17, 2006, by and among Sequiam Corporation, a California corporation (the “Company”) and the investors (the “Investors”) identified therein, as amended by that certain Amendment and Additional Issuance Agreement, dated as of June 21, 2006 (the “Purchase Agreement”), to that certain Amended and Restated Certificate of Determination of Preferences, Rights and Limitations of Series B 10% Convertible Preferred Stock, filed with the Secretary of State of the State of California on May 9, 2006 (the “Certificate”), those certain common stock purchase warrants issued to each Investor (the “Warrants”), and to that certain Registration Rights Agreement, dated as of May 17, 2006, by and among the Company and the Investors (the “Registration Rights Agreement”).

WHEREAS, on or about March 8, 2007, Biometric Investors, L.L.C., a Delaware limited liability company (the “New Lender”) acquired from Stephen A. Ross, Attorney-in-Fact for the Trust Under the Will of John Svenningsen (the “Prior Lender”), that certain Second Amended, Restated and Consolidated Senior Secured Term Note, dated November 1, 2005 (the “Note”), made by the Company in the amount of $3,650,000;

WHEREAS, the New Lender has also acquired the interests of the Prior Lender in the Related Agreements, as defined in the Note, and in that certain Forbearance Agreement, dated as of November 22, 2006, made by the Company and the Prior Lender (the “Forbearance Agreement”);

WHEREAS, on March 8, 2007, the Company received written notice (attached as Exhibit A) from the New Lender that an Event of Default occurred under the Note and the Loan Documents (as defined in the Forbearance Agreement) when the Company failed to pay amounts due under the Note as of October 10, 2006, and that the Forbearance Termination Date, as defined in the Forbearance Agreement has passed (the “Default Notice”);

WHEREAS, if the Events of Defaults described in the Default Notice are not cured, the New Lender has indicated that it will provide the Company with notice of the UCC sale which the New Lender will schedule to liquidate the collateral for the Note;

WHEREAS, on March 8, 2007, the Company received a term sheet (the “Term Sheet”) (attached as Exhibit B) stating the terms on which the New Lender is prepared to further amend and restate the Note and enter into a new credit agreement with the Company providing for the advance of an additional loan amount as provided in the Term Sheet and the issuance of warrants to the New Lender as contemplated under the Term Sheet and thereby cure the Event of Default described herein (collectively, the “Proposed Transaction”);

WHEREAS, in connection with the Proposed Transaction, the Company must amend its Articles of Incorporation to increase its total authorized shares from 200,000,000 to 300,000,000 (the “Amendment”);

WHEREAS, the Purchase Agreement, the Certificate, the Registration Rights Agreement and the Warrants issued to the undersigned preclude the Company from completing the Proposed Transaction and the Amendment without obtaining the prior written consent and waiver of the undersigned.

NOW, THEREFORE BE IT RESOLVED, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the Company and the undersigned hereby agree as follows:

1.Consent & Waiver. The undersigned hereby:

(a)acknowledges, approves of and consents to the Proposed Transaction and the Amendment and further acknowledges that the consummation of the Proposed Transaction and the Amendment will not give rise to a termination or default under the Purchase Agreement, the Certificate, the Warrants and the Registration Rights Agreement;

(b) waives Section 4.13 of the Purchase Agreement in connection with the Proposed Transaction and the Amendment and further approves the termination of Section 4.13 of the Purchase Agreement and the replacement of Section 4.13 in its entirety with the following: “Intentionally Deleted”;

(c)waives Section 4.14 of the Purchase Agreement in connection with the Proposed Transaction and the Amendment and further approves the termination of Section 4.14(a) of the Purchase Agreement and the replacement of Section 4.14(a) in its entirety with the following: “Intentionally Deleted”;

(d)approves the amendment of Section 4.14(b) of the Purchase Agreement to read as follows:

“From the date hereof until such time as no Purchaser holds any of the Securities, the Company shall be prohibited from effecting or entering into an agreement to effect any Subsequent Financing involving a “Variable Rate Transaction”. The term “Variable Rate Transaction” shall mean a transaction in which the Company issues or sells (i) any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock, except for any options or warrants exercisable into Common Stock of the Company, either (A) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into any agreement, including, but not limited to, an equity line of credit, whereby the Company may sell securities at a future determined price.”;

(e)waives Section 3(b) of the Warrants in connection with the Proposed Transaction and the Amendment;

(f)waives Sections 7(b), 8(b), 9(a)(vii), (9(a)(ix), 10(a), 10(b), and 10(e) of the Certificate in connection with the Proposed Transaction and the Amendment and further approves the termination of Sections 10(a) and 10(b) of the Certificate and the replacement of Sections 10(a) and 10(b) in their entirety with the following: “Intentionally Deleted”;

(g)acknowledges that a Triggering Event, as defined in Section 9(a) of the Certificate has not previously occurred and to the extent that a Triggering Event has occurred, the undersigned hereby waives any such Triggering Event and any penalties associated therewith;

(h)acknowledges that it has heretofore consented to the withdrawal of the Registration Statement on Form SB-2 previously filed with the SEC pursuant to Rule 477 under the Securities Act of 1933, as amended; and

(i)waives Sections 2(a), 2(b) and 6(b) of the Registration Rights Agreement in connection with the Proposed Transaction and further approves the termination of the Registration Rights Agreement in its entirety.

2.Effect of Consent & Waiver. Except as expressly set forth herein, the transaction documents entered into between the Company and the undersigned (the “Transaction Documents”) shall remain in full force and effect. Except as expressly set forth herein, this instrument shall not be deemed to be a waiver, amendment or modification of any provisions of the Transaction Documents or of any right, power or remedy of the undersigned, or constitute a waiver of any provision of the Transaction Documents (except to the extent herein set forth), or any other document, instrument and/or agreement executed or delivered in connection therewith, in each case whether arising before or after the date hereof or as a result of performance hereunder or thereunder. Except as set forth herein, the undersigned reserves all rights, remedies, powers, or privileges available under the Transaction Documents, at law or otherwise.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of this __ day of March, 2007.

By:

Name:

Title:

EX-10.15

Exhibit 10.15

WAIVER AND CONSENT

Reference is made to that certain Securities Purchase Agreement, dated as of November 30, 2005, by and among Sequiam Corporation, a California corporation (the “Company”) and the investors (the “Investors”) identified therein (the “Purchase Agreement”) and those certain common stock purchase warrants issued to each Investor (the “Warrants”).

WHEREAS, on or about March 8, 2007, Biometric Investors, L.L.C., a Delaware limited liability company (the “New Lender”) acquired from Stephen A. Ross, Attorney-in-Fact for the Trust Under the Will of John Svenningsen (the “Prior Lender”), that certain Second Amended, Restated and Consolidated Senior Secured Term Note, dated November 1, 2005 (the “Note”), made by the Company in the amount of $3,650,000;

WHEREAS, the New Lender has also acquired the interests of the Prior Lender in the Related Agreements, as defined in the Note, and in that certain Forbearance Agreement, dated as of November 22, 2006, made by the Company and the Prior Lender (the “Forbearance Agreement”);

WHEREAS, on March 8, 2007, the Company received written notice (attached as Exhibit A) from the New Lender that an Event of Default occurred under the Note and the Loan Documents (as defined in the Forbearance Agreement) when the Company failed to pay amounts due under the Note as of October 10, 2006, and that the Forbearance Termination Date, as defined in the Forbearance Agreement has passed (the “Default Notice”);

WHEREAS, if the Events of Defaults described in the Default Notice are not cured, the New Lender has indicated that it will provide the Company with notice of the UCC sale which the New Lender will schedule to liquidate the collateral for the Note;

WHEREAS, on March 8, 2007, the Company received a term sheet (the “Term Sheet”) (attached as Exhibit B) stating the terms on which the New Lender is prepared to further amend and restate the Note and enter into a new credit agreement with the Company providing for the advance of an additional loan amount as provided in the Term Sheet and the issuance of warrants to the New Lender as contemplated under the Term Sheet and thereby cure the Event of Default described herein (collectively, the “Proposed Transaction”);

WHEREAS, in connection with the Proposed Transaction, the Company must amend its Articles of Incorporation to increase its total authorized shares from 200,000,000 to 300,000,000 (the “Amendment”);

WHEREAS, the Purchase Agreement and the Warrants issued to the undersigned preclude the Company from completing the Proposed Transaction and the Amendment without obtaining the prior written consent and waiver of the undersigned.

NOW, THEREFORE BE IT RESOLVED, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the Company and the undersigned hereby agree as follows:

1.Consent & Waiver. The undersigned hereby:

(a)acknowledges, approves of and consents to the Proposed Transaction and the Amendment and further acknowledges that the consummation of the Proposed Transaction and the Amendment will not give rise to a termination or default under the Purchase Agreement or the Warrants;

(b) waives Section 4.13 of the Purchase Agreement in connection with the Proposed Transaction and the Amendment and further approves the termination of Section 4.13 of the Purchase Agreement and the replacement of Section 4.13 in its entirety with the following: “Intentionally Deleted”;

(c)waives Section 4.14 of the Purchase Agreement in connection with the Proposed Transaction and the Amendment and further approves the termination of Section 4.14(a) of the Purchase Agreement and the replacement of Section 4.14(a) in its entirety with the following: “Intentionally Deleted”;

(d)approves the amendment of Section 4.14(b) of the Purchase Agreement to read as follows:

“From the date hereof until such time as no Purchaser holds any of the Securities, the Company shall be prohibited from effecting or entering into an agreement to effect any Subsequent Financing involving a “Variable Rate Transaction”. The term “Variable Rate Transaction” shall mean a transaction in which the Company issues or sells (i) any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock, except for any options or warrants exercisable into Common Stock of the Company, either (A) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into any agreement, including, but not limited to, an equity line of credit, whereby the Company may sell securities at a future determined price.”; and

(e)waives Section 3(b) of the Warrants in connection with the Proposed Transaction and the Amendment.

2.Effect of Consent & Waiver. Except as expressly set forth herein, the transaction documents entered into between the Company and the undersigned (the “Transaction Documents”) shall remain in full force and effect. Except as expressly set forth herein, this instrument shall not be deemed to be a waiver, amendment or modification of any provisions of the Transaction Documents or of any right, power or remedy of the undersigned, or constitute a waiver of any provision of the Transaction Documents (except to the extent herein set forth), or any other document, instrument and/or agreement executed or delivered in connection therewith, in each case whether arising before or after the date hereof or as a result of performance hereunder or thereunder. Except as set forth herein, the undersigned reserves all rights, remedies, powers, or privileges available under the Transaction Documents, at law or otherwise.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of this __ day of March, 2007.

By:

Name:

Title:

EX-99.1

                      Exhibit 99.1

Sequiam Obtains up to $11.5 Million in New Credit Facilities, Restructures Debt and Cures Default

ORLANDO, Fla.--On April 5, 2007 Sequiam Corporation (OTCBB:SQUM), a leading provider of innovative consumer lifestyle biometric technologies and services, announced that it has obtained new financing with Biometric Investors, LLC of Brentwood Tennessee in the aggregate amount of up to $11.5 million.

Biometric Investors, LLC, recently acquired from the Svenningsen Trust Sequiam’s original Senior Secured Term Note dated November 1, 2005 in the amount of approximately $4.0 million. Biometric will provide an additional $2.5 million in new financing which together with the original Note is combined into a new amended and restated Secured Term Note “A” for $6.5 million. The new financing under Term Loan A shall be disbursed by Biometrics to the Company in a series of ten disbursements of $250,000, every other week, based on the Company’s satisfaction of the conditions stated in the Loan Agreement. In connection with that Financing, Biometric provided the Company with written notice that it was no longer in default of the Original Note. In connection with that financing Sequiam granted warrants to purchase 65.7 million shares of common stock at $0.01 per share. The new $6.5 million Term Note “A” issued to Biometric has a term of two years. Interest shall be payable monthly in arrears commencing on May 1, 2007 at a rate of 12% per annum. The outstanding principal balance under Term Note A is payable on April 15, 2009 and it is secured by all of the Company’s assets.

Subject to the terms and satisfaction of the conditions stated in the Lending Agreement, Biometric agreed to make a second loan, Term Note “B” to the Company in the principal amount of $5 million. As one of the conditions of Term Note “B” the Company will issue to Biometric of a warrant exercisable into 39.4 million shares of the Company’s common stock at an exercise price of $.01 per share. This Additional Warrant will not be issued to Biometric until such time as the Company determines that it is in its best interest to borrow additional funds from Biometric under Term Note “B”. If any amounts are funded pursuant to Term Loan B, the outstanding principal balance will be payable on April 15, 2009 and it will be secured by all of the Company’s assets.

Mark Mroczkowski, Sequiam’s Chief Financial Officer, said, “Management is pleased that it has been able to cure the original loan default and negotiate this new financing which it believes will increase shareholder value.” “We are excited about having the financing we need to execute our business plan. We are also excited about having Biometric as a business partner who, in addition to financing, brings additional business resources and opportunities.”

About Sequiam

Headquartered in Orlando, Florida, Sequiam Corporation develops, markets, and supports a portfolio of highly robust proprietary biometrically enabled consumer lifestyle and commercial products and OEM solutions. In addition, Sequiam has invested heavily in research and development to develop unique products and solutions for the biometric industry worldwide. Sequiam Biometric' solutions incorporate low-cost, high-volume manufacturing processes targeted at the consumer and commercial market. Sequiam is a global company with offices in Taiwan, China, and South Africa. For more information, please visit www.sequiam.com and www.sequiamBiometric.com.

Safe Harbor Statement -- Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made on behalf of the company and its subsidiaries. All such forward-looking statements are, by necessity, only estimates of future results and actual results achieved by the company may differ materially from these statements due to a number of factors. Any forward-looking statements speak only as of the date made. Statements made in this document that are not purely historical are forward-looking statements, including any statements as to beliefs, plans, expectations, or intentions regarding the future. Risk factors that may cause results to differ from projections include, without limitation, loss of suppliers, loss of customers, inadequate capital, competition, loss of key executives, declining prices, and other economic factors. The company assumes no obligations to update these forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such statements. You should independently investigate and fully understand all risks before making investment decisions. Additional factors can be found in our annual report on form 10-KSB for the fiscal year ended December 31, 2005, and our other filings with the SEC which are available at the SEC's Internet site (www.sec.gov). Forward-looking statements in this press release speak only as of the date of this press release, and we assume no obligation to update forward-looking statements or the reasons why actual results could differ.