Exhibit 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: