Exhibit 10.2


    Exhibit
      10.2 Letter of Intent and Term Sheet

     

    March
      8,
      2007

     

    Sequiam
      Corporation

    300
      Sunport Lane

    Orlando,
      FL 32809

    Attention:
      Mark Mroczkowski

     

    Re:
      Proposed Loan to Sequiam Corporation from Biometrics Investors, L.L.C.


     

    Dear
      Sirs:

     

    Biometrics
      Investors, L.L.C., a Delaware limited liability company (“Lender”) has acquired
      that Second Amended, Restated and Consolidated Senior Secured Term Note dated
      November 1, 2005 (the "Note") made by Sequiam Corporation (the “Company”) in the
      initial aggregate principal amount of $3,650,000. This letter of intent states
      the terms on which Biometrics Investors, L.L.C. (“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
      below. The parties intend to be contractually bound by the terms stated in
      this
      letter of intent only upon execution and delivery of final loan and security
      documents.

     

    This
      offer of terms stated in this letter of intent is valid for ten (10) days from
      the date stated above.

     

    
      	
               

              Issue

               

            	
               

              Terms

               

            
	
               

              A.  
                The Note

               

            	
               

              Subject
                to the terms and conditions of this letter of intent, the Note would
                be
                amended and restated as follows:

               

            
	
               

              1.  
                Principal Amount: $6,500,000

               

            	
               

              The
                principal amount of the existing loan would be increased from $4,000,000
                to $6,500,000

               

            
	
               

              2.  
                Interest Rate:

               

            	
               

              The
                interest rate on the Note would be twelve percent (12%) per annum.
                Interest would be payable monthly in arrears.

               

            
	
               

              3.  
                Maturity Date:

               

            	
               

              The
                Note would be due and payable on April 15, 2009.

               

            
	
               

              4.  
                Principal Amortization:

               

            	
               

              No
                principal amortization would be required.

               

            
	
               

              B.  
                The First Additional Advance

               

            	
               

              Subject
                to the terms and conditions of this letter of intent, Lender would
                advance
                an additional $2,500,000 to the Company.

               

            
	
               

              1.  
                Produce Development Advances.

               

            	
               

              Lender
                would advance working capital to the Company for product development
                purposes in the amount of $1,000,000. Disbursements of this advance
                would
                be conditioned on either the execution of contracts with new customers
                or
                the receipt of additional purchase orders from existing customers,
                with
                those purchase orders and contracts to be in form and on terms
                satisfactory to Lender, including having gross margins acceptable
                to
                Lender..

               

            
	
               

              2.  
                Advances Based on Profitability. 

               

            	
               

              Lender
                and the Company would establish criteria for improvement in the Company's
                cash flow and decreases in the Company's operating losses. Based
                on the
                Company's achievement of these criteria, Lender will advance additional
                working capital in an amount not to exceed $1,500,000.

               

            
	
               

              3.  
                Board Representation.

               

            	
               

              The
                Company will increase the number of seats on its Board of Directors
                from
                three to five, and two Lender representatives would be elected as
                directors of the Company.

               

            
	
               

              C.  
                Collateral for the Loan and Loan Documentation

               

            	 
	
               

              1.  
                Guarantees.

               

            	
               

              All
                subsidiaries of the Company would guarantee the Loan.

               

            
	
               

              2.  
                Collateral.

               

            	
               

              All
                assets of the Company, including the stock of the subsidiaries, would
                be
                pledged to secure the loan.

               

            
	
               

              3.  
                Loan Documentation

               

            	 
	
               

              D.  
                Conditions to the First Additional
                Advance

               

            	
               

              These
                conditions have to be satisfied before additional amounts are
                advanced.

               

            
	
               

              1.  
                Issuance of Warrants to Lender.

               

            	
               

              You
                would receive warrants for an amount of common shares that would
                represent
                25% of the number of shares of common stock that the Company would
                have if
                all warrants and conversion rights were exercised ("Fully Diluted
                Shares"). The Company would obtain waivers of anti-dilution restrictions
                from the existing shareholders, warrant holders and convertible preferred
                holders who have anti-dilution rights. 

               

               

              The
                Company has advised Lender that the number of Fully Diluted Shares
                is
                156,335,113. If that number is correct, the Lender would receive
                warrants
                for 104,223,409 common shares. The price for the warrant exercise
                would be
                $.01.

               

            
	
               

              2.  
                Consent of Existing Holders.

               

            	
               

              All
                shareholders or warrant holders with existing protection against
                dilution
                would consent to the grant of the warrants and would waive dilution
                rights
                and any rights adjusting the price at which their warrants would
                be
                exercised.

               

            
	
               

              3.  
                Securities Law Requirements.

               

            	
               

              The
                Company would both have received advice of counsel regarding securities
                law requirements regarding disclosure of the loan and the issuance
                of the
                warrants. The Company would agree to register the shares issued to
                Lender
                as a result of the exercise of the warrants at no cost to
                Lender.

               

            
	
               

              E.  
                The Additional Advance
                Amounts

               

            	
               

              Subject
                to the terms and conditions of this letter of intent, Lender would
                advance
                an additional $5,000,000 to the Company.

               

            
	
               

              1.  Conditions
                to the Additional Advances.

               

            	
               

              These
                advances would be conditioned entirely on Company achievement of
                profitability and cash flow targets.

               

            
	
               

              2.  
                Advances against inventory and receivables

               

            	
               

              The
                Company would advance _____ % against Qualifying Inventory and _____
                %
                against Qualifying Receivables.

               

            
	
               

              3.  
                Collateral.

               

            	
               

              Same
                as for the first advance.

               

            
	
               

              4.  
                Warrants.

               

            	
               

              You
                would receive warrants for an amount of common shares that would
                represent
                15% of the number of shares of common stock that the Company would
                have if
                all warrants and conversion rights were exercised. The Company would
                obtain waivers of anti-dilution restrictions from the existing
                shareholders, warrant holders and convertible preferred holders who
                have
                anti-dilution rights. The price for the warrant exercise would be
                $.01.
                The total number of common shares that would be issued to the Lender
                would
                represent 40% of the of the number of shares of common stock that
                the
                Company would have if all warrants and conversion rights were
                exercised

               

            
	 	 


    

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

     

                    By:___________________________________
       

                    Name:
      ________________________________

                                                    Title: _________________________________