Exhibit 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)

     


    
      
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    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: