Exhibit 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.

    


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    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
      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 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