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
      March 30,
      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 “Alternate Consideration”)
      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 Holder at
      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.