Exhibit 10.11


    Exhibit
      10.11

    
 

    SECOND
      AMENDED AND RESTATED STOCK PLEDGE AGREEMENT

     

    This
      Second Amended and Restated Stock Pledge Agreement (this “Pledge Agreement”),
      dated as of March 30, 2007, among Biometrics Investors, L.L.C. a Delaware
      limited liability company ("Pledgee"), Sequiam Corporation, a California
      corporation (the "Company"), and each of the other undersigned pledgors (the
      Company and each such other undersigned pledgor, a "Pledgor”
and
      collectively, the "Pledgors").

     

    BACKGROUND

     

    WHEREAS,
      Pledgee is the holder of a note which was made by Pledgor and which has an
      outstanding balance as of the date of this Pledge Agreement, 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
      Pledgee, as lender, and Pledgor, as borrower (the "Agreement"), Pledgee has
      agreed to extend a term loan to Pledgor 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"). 

     

    WHEREAS,
      subject to the terms and conditions of the Agreement, Pledgee is scheduled
      to
      extend a separate term loan to Pledgor 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"). 

     

    WHEREAS,
      in connection with extending credits to Pledgor, Pledgor shall also issue
      warrants to Pledgee which, if both Term Loan A and Term Loan B are funded,
      would
      allow to purchase up to 40% of Pledgee’s fully diluted Common Shares, subject to
      adjustments as set forth in the warrants.

     

    WHEREAS,
      as security for all Indebtedness (as defined below) of Pledgor owing to Pledgee
      or any affiliate of Pledgee, pursuant to the Agreement and certain other related
      agreements, Pledgor has granted to Pledgee a security interest in and to
      substantially all of the assets of Pledgor. 

     

    WHEREAS,
      as security for the Prior Note, the Company had executed that certain Amended
      and Restated Stock Pledge Agreement 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 Pledge Agreement”) 

     

    WHEREAS,
      the Trust has assigned all of its rights under the Prior Pledge Agreement to
      the
      Lender such that the Lender now stands in place of the Trust thereunder.


     

    WHEREAS,
      in order to induce the Pledgee to provide or continue to provide the financial
      accommodations described in the Agreement, Term Note A and Term Note B, each
      Pledgor has agreed to pledge and grant a security interest in the collateral
      described herein to the Pledgee on the terms and conditions set forth
      herein.

     

    WHEREAS,
      the Pledgee and the Pledgor now wish to amend and restate the Prior Pledge
      Agreement as provided herein.

     

    NOW,
      THEREFORE, in consideration of the premises and for other good and valuable
      consideration the receipt of which is hereby acknowledged, the parties hereto
      agree as follows:

     

    1. Defined
      Terms.
      All
      capitalized terms used herein which are not defined shall have the meanings
      given to them in the Agreement.

     

    2. Pledge
      and Grant of Security Interest.
      To
      secure the full and punctual payment and performance of (the following clauses
      (a) and (b), the “Indebtedness”) (a) the obligations under the Agreement and (b)
      all other indebtedness, obligations and liabilities of each Pledgor to the
      Pledgee whether now existing or hereafter arising, direct or indirect,
      liquidated or unliquidated, absolute or contingent, due or not due and whether
      under, pursuant to or evidenced by a note, agreement, guaranty, instrument
      or
      otherwise (in each case, irrespective of the genuineness, validity, regularity
      or enforceability of such Indebtedness, or of any instrument evidencing any
      of
      the Indebtedness or of any collateral therefore or of the existence or extent
      of
      such collateral, and irrespective of the allowability, allowance or disallowance
      of any or all of such in any case commenced by or against any Pledgor under
      Title 11, United States Code, including, without limitation, obligations or
      indebtedness of each Pledgor for post-petition interest, fees, costs and charges
      that would have accrued or been added to the Indebtedness but for the
      commencement of such case), each Pledgor hereby pledges, assigns, hypothecates,
      transfers and grants a security interest to Pledgee in all of the following
      (the
      "Collateral"):

     

    (a) the
      shares of stock set forth on Schedule
      A
      annexed
      hereto and expressly made a part hereof (together with any additional shares
      of
      stock or other equity interests acquired by any Pledgor, the "Pledged Stock"),
      the certificates representing the Pledged Stock and all dividends, cash,
      instruments and other property or proceeds from time to time received,
      receivable or otherwise distributed in respect of or in exchange for any or
      all
      of the Pledged Stock;

     

    (b) all
      additional shares of stock of any issuer (each, an "Issuer") of the Pledged
      Stock from time to time acquired by any Pledgor in any manner, including,
      without limitation, stock dividends or a distribution in connection with any
      increase or reduction of capital, reclassification, merger, consolidation,
      sale
      of assets, combination of shares, stock split, spin-off or split-off (which
      shares shall be deemed to be part of the Collateral), and the certificates
      representing such additional shares, and all dividends, cash, instruments and
      other property or proceeds from time to time received, receivable or otherwise
      distributed in respect of or in exchange for any or all of such shares;
      and

     

    (c) all
      options and rights, whether as an addition to, in substitution of or in exchange
      for any shares of any Pledged Stock and all dividends, cash, instruments and
      other property or proceeds from time to time received, receivable or otherwise
      distributed in respect of or in exchange for any or all such options and
      rights.

     

    3. Delivery
      of Collateral.
      All
      certificates representing or evidencing the Pledged Stock shall be delivered
      to
      and held by or on behalf of Pledgee pursuant hereto and shall be accompanied
      by
      duly executed instruments of transfer or assignment in blank, all in form and
      substance satisfactory to Pledgee. Each Pledgor hereby authorizes the Issuer
      upon demand by the Pledgee to deliver any certificates, instruments or other
      distributions issued in connection with the Collateral directly to the Pledgee,
      in each case to be held by the Pledgee, subject to the terms hereof. Upon an
      Event of Default (as defined below) under the Agreement that has occurred and
      is
      continuing beyond any applicable grace period, the Pledgee shall have the right,
      during such time in its discretion and without notice to the Pledgor, to
      transfer to or to register in the name of the Pledgee or any of its nominees
      any
      or all of the Pledged Stock. In addition, the Pledgee shall have the right
      at
      such time to exchange certificates or instruments representing or evidencing
      Pledged Stock for certificates or instruments of smaller or larger
      denominations.

     

    4. Representations
      and Warranties of each Pledgor.
      Each
      Pledgor jointly and severally represents and warrants to the Pledgee (which
      representations and warranties shall be deemed to continue to be made until
      all
      of the Indebtedness has been paid in full and the Purchase Agreement and each
      agreement and instrument entered into in connection therewith has been
      irrevocably terminated) that:

     

    (a) the
      execution, delivery and performance by each Pledgor of this Pledge Agreement
      and
      the pledge of the Collateral hereunder do not and will not result in any
      violation of any agreement, indenture, instrument, license, judgment, decree,
      order, law, statute, ordinance or other governmental rule or regulation
      applicable to any Pledgor;

     

    (b) this
      Pledge Agreement constitutes the legal, valid, and binding obligation of each
      Pledgor enforceable against each Pledgor in accordance with its
      terms;

     

    (c) (i)
      all
      Pledged Stock owned by each Pledgor is set forth on Schedule A hereto and (ii)
      each Pledgor is the direct and beneficial owner of each share of the Pledged
      Stock;

     

    (d) all
      of
      the shares of the Pledged Stock have been duly authorized, validly issued and
      are fully paid and nonassessable;

     

    (e) no
      consent or approval of any person, corporation, governmental body, regulatory
      authority or other entity, is or will be necessary for (i) the execution,
      delivery and performance of this Pledge Agreement, (ii) the exercise by the
      Pledgee of any rights with respect to the Collateral or (iii) the pledge and
      assignment of, and the grant of a security interest in, the Collateral
      hereunder;

     

    (f) there
      are
      no pending or, to the best of Pledgor’s knowledge, threatened actions or
      proceedings before any court, judicial body, administrative agency or arbitrator
      which may materially adversely affect the Collateral;

     

    (g) each
      Pledgor has the requisite power and authority to enter into this Pledge
      Agreement and to pledge and assign the Collateral to the Pledgee in accordance
      with the terms of this Pledge Agreement;

     

    (h) each
      Pledgor owns each item of the Collateral and, except for the pledge and security
      interest granted to Pledgee hereunder, the Collateral shall be, immediately
      following the closing of the transactions contemplated by the Purchase
      Agreement, free and clear of any other security interest, pledge, claim, lien,
      charge, hypothecation, assignment, offset or encumbrance whatsoever
      (collectively, "Liens");

     

    (i) there
      are
      no restrictions on transfer of the Pledged Stock contained in the certificate
      of
      incorporation or by-laws (or equivalent organizational documents) of the Issuer
      or otherwise which have not otherwise been enforceably and legally waived by
      the
      necessary parties;

     

    (j) none
      of
      the Pledged Stock has been issued or transferred in violation of the securities
      registration, securities disclosure or similar laws of any jurisdiction to
      which
      such issuance or transfer may be subject;

     

    (k) the
      pledge and assignment of the Collateral and the grant of a security interest
      under this Pledge Agreement vest in the Pledgee all rights of each Pledgor
      in
      the Collateral as contemplated by this Pledge Agreement;

     

    (l) the
      Pledged Stock constitutes one hundred percent (100%) of the issued and
      outstanding shares of capital stock of each Issuer; and

     

    (m) the
      Prior
      Pledge Agreement is in full force and effect and, as of the date hereof, the
      enforcement of the Prior Pledge Agreement against the Pledgor is subject to
      no
      defenses of any kind.

     

    5. Covenants.
      Each
      Pledgor jointly and severally covenants that, until the Indebtedness shall
      be
      satisfied in full and the Purchase Agreement and each agreement and instrument
      entered into in connection therewith is irrevocably terminated (but subject
      to
      Section 18(i)):

     

    (a) No
      Pledgor will sell, assign, transfer, convey, or otherwise dispose of its rights
      in or to the Collateral or any interest therein; nor will any Pledgor create,
      incur or permit to exist any Lien whatsoever with respect to any of the
      Collateral or the proceeds thereof other than that created hereby. 

     

    (b) Each
      Pledgor will, at its expense, defend Pledgee’s right, title and security
      interest in and to the Collateral against the claims of any other
      party.

     

    (c) Each
      Pledgor shall at any time, and from time to time, upon the written request
      of
      Pledgee, execute and deliver such further documents and do such further acts
      and
      things as Pledgee may reasonably request in order to effect the purposes of
      this
      Pledge Agreement including, but without limitation, delivering to Pledgee upon
      the occurrence of an Event of Default irrevocable proxies in respect of the
      Collateral in form satisfactory to Pledgee. Until receipt thereof, upon an
      Event
      of Default that has occurred and is continuing beyond any applicable grace
      period, this Pledge Agreement shall constitute Pledgor’s proxy to Pledgee or its
      nominee to vote all shares of Collateral then registered in each Pledgor’s
      name.

     

    (d) No
      Pledgor will consent to or approve the issuance of (i) any additional shares
      of
      any class of capital stock or other equity interests of the Issuer; or (ii)
      any
      securities convertible either voluntarily by the holder thereof or automatically
      upon the occurrence or nonoccurrence of any event or condition into, or any
      securities exchangeable for, any such shares, unless, in either case, such
      shares are pledged as Collateral pursuant to this Pledge Agreement.

     

    6. Voting
      Rights and Dividends.
      In
      addition to the Pledgee’s rights and remedies set forth in Section 8 hereof, in
      case an Event of Default shall have occurred and be continuing, beyond any
      applicable cure period, the Pledgee shall (i) be entitled to vote the
      Collateral, (ii) be entitled to give consents, waivers and ratifications in
      respect of the Collateral (each Pledgor hereby irrevocably constituting and
      appointing the Pledgee, with full power of substitution, the proxy and
      attorney-in-fact of each Pledgor for such purposes) and (iii) be entitled to
      collect and receive for its own use cash dividends paid on the Collateral.
      No
      Pledgor shall be permitted to exercise or refrain from exercising any voting
      rights or other powers if, in the reasonable judgment of the Pledgee, such
      action would have a material adverse effect on the value of the Collateral
      or
      any part thereof; and, provided,
      further,
      that
      each Pledgor shall give at least five (5) days’ written notice of the manner in
      which such Pledgor intends to exercise, or the reasons for refraining from
      exercising, any voting rights or other powers other than with respect to any
      election of directors and voting with respect to any incidental matters.
      Following the occurrence of an Event of Default, all dividends and all other
      distributions in respect of any of the Collateral, shall be delivered to the
      Pledgee to hold as Collateral and shall, if received by any Pledgor, be received
      in trust for the benefit of the Pledgee, be segregated from the other property
      or funds of any other Pledgor, and be forthwith delivered to the Pledgee as
      Collateral in the same form as so received (with any necessary
      endorsement).

     

    7. Event
      of Default.
      An
      Event of Default shall be deemed to have occurred and may be declared by the
      Pledgee upon the happening of any of the following events:

     

    (a) An
      "Event
      of Default" under the Agreement or any agreement or note related to the
      Agreement shall have occurred and be continuing beyond any applicable cure
      period;

     

    (b) Any
      Pledgor shall default in the performance of any of its obligations under any
      agreement between any Pledgor and Pledgee, including, without limitation, this
      Pledge Agreement, and such default shall not be cured for a period of thirty
      (30) business days after the occurrence thereof;

     

    (c) Any
      representation or warranty of any Pledgor made herein, in the Agreement or
      in
      any agreement, statement or certificate given in writing pursuant hereto or
      thereto or in connection herewith or therewith shall be false or misleading
      in
      any material respect and shall not be cured for a period of thirty (30) business
      days after the occurrence thereof; 

     

    (d) Any
      portion of the Collateral is subjected to levy of execution, attachment,
      distraint or other judicial process; or any portion of the Collateral is the
      subject of a claim (other than by the Pledgee) of a Lien or other right or
      interest in or to the Collateral and such levy or claim shall not be cured,
      disputed or stayed within a period of thirty (30) business days after the
      occurrence thereof; or

     

    (e) Any
      Pledgor shall (i) apply for, consent to, or suffer to exist the appointment
      of,
      or the taking of possession by, a receiver, custodian, trustee, liquidator
      or
      other fiduciary of itself or of all or a substantial part of its property,
      (ii)
      make a general assignment for the benefit of creditors, (iii) commence a
      voluntary case under any state or federal bankruptcy laws (as now or hereafter
      in effect), (iv) be adjudicated a bankrupt or insolvent, (v) file a petition
      seeking to take advantage of any other law providing for the relief of debtors,
      (vi) acquiesce to, or fail to have dismissed, within ninety (60) days, any
      petition filed against it in any involuntary case under such bankruptcy laws,
      or
      (vii) take any action for the purpose of effecting any of the
      foregoing.

     

    8. Remedies.
      In case
      an Event of Default shall have occurred and be declared by the Pledgee, the
      Pledgee may: 

     

    (a) transfer
      any or all of the Collateral into its name, or into the name of its nominee
      or
      nominees;

     

    (b) exercise
      all corporate rights with respect to the Collateral including, without
      limitation, all rights of conversion, exchange, subscription or any other
      rights, privileges or options pertaining to any shares of the Collateral as
      if
      it were the absolute owner thereof, including, but without limitation, the
      right
      to exchange, at its discretion, any or all of the Collateral upon the merger,
      consolidation, reorganization, recapitalization or other readjustment of the
      Issuer thereof, or upon the exercise by the Issuer  of
      any
      right, privilege or option pertaining to any of the Collateral, and, in
      connection therewith, to deposit and deliver any and all of the Collateral
      with
      any committee, depository, transfer agent, registrar or other designated agent
      upon such terms and conditions as it may determine, all without liability except
      to account for property actually received by it; and

     

    (c) subject
      to any requirement of applicable law, sell, assign and deliver the whole or,
      from time to time, any part of the Collateral at the time held by the Pledgee,
      at any private sale or at public auction, with or without demand, advertisement
      or notice of the time or place of sale or adjournment thereof or otherwise
      (all
      of which are hereby waived, except such notice as is required by applicable
      law
      and cannot be waived), for cash or credit or for other property for immediate
      or
      future delivery, and for such price or prices and on such terms as the Pledgee
      in its sole discretion may determine, or as may be required by applicable
      law.

     

    Each
      Pledgor hereby waives and releases any and all right or equity of redemption,
      whether before or after sale hereunder. At any such sale, unless prohibited
      by
      applicable law, the Pledgee may bid for and purchase the whole or any part
      of
      the Collateral so sold free from any such right or equity of redemption. All
      moneys received by the Pledgee hereunder whether upon sale of the Collateral
      or
      any part thereof or otherwise shall be held by the Pledgee and applied by it
      as
      provided in Section 10 hereof. No failure or delay on the part of the Pledgee
      in
      exercising any rights hereunder shall operate as a waiver of any such rights
      nor
      shall any single or partial exercise of any such rights preclude any other
      or
      future exercise thereof or the exercise of any other rights hereunder. The
      Pledgee shall have no duty as to the collection or protection of the Collateral
      or any income thereon nor any duty as to preservation of any rights pertaining
      thereto, except to apply the funds in accordance with the requirements of
      Section 10 hereof. The Pledgee may exercise its rights with respect to property
      held hereunder without resort to other security for or sources of reimbursement
      for the Indebtedness. In addition to the foregoing, Pledgee shall have all
      of
      the rights, remedies and privileges of a secured party under the Uniform
      Commercial Code of Illinois regardless of the jurisdiction in which enforcement
      hereof is sought.

     

    9. Private
      Sale.
      Each
      Pledgor recognizes that the Pledgee may be unable to effect (or to do so only
      after delay which would adversely affect the value that might be realized from
      the Collateral) a public sale of all or part of the Collateral by reason of
      certain prohibitions contained in the Securities Act, and may be compelled
      to
      resort to one or more private sales to a restricted group of purchasers who
      will
      be obliged to agree, among other things, to acquire such Collateral for their
      own account, for investment and not with a view to the distribution or resale
      thereof. Each Pledgor agrees that any such private sale may be at prices and
      on
      terms less favorable to the seller than if sold at public sales and that such
      private sales shall be deemed to have been made in a commercially reasonable
      manner. Each Pledgor agrees that the Pledgee has no obligation to delay sale
      of
      any Collateral for the period of time necessary to permit the Issuer to register
      the Collateral for public sale under the Securities Act.

    


    10. Proceeds
      of Sale.
      The
      proceeds of any collection, recovery, receipt, appropriation, realization or
      sale of the Collateral shall be applied by the Pledgee as follows:

    


    (a) First,
      to
      the payment of all costs, reasonable expenses and charges of the Pledgee and
      to
      the reimbursement of the Pledgee for the prior payment of such costs, reasonable
      expenses and charges incurred in connection with the care and safekeeping of
      the
      Collateral (including, without limitation, the reasonable expenses of any sale
      or any other disposition of any of the Collateral), the expenses of any taking,
      attorneys’ fees and reasonable expenses, court costs, any other fees or expenses
      incurred or expenditures or advances made by Pledgee in the protection,
      enforcement or exercise of its rights, powers or remedies
      hereunder;

     

    (b) Second,
      to the payment of the Indebtedness, in whole or in part, in such order as the
      Pledgee may elect, whether or not such Indebtedness is then due;

     

    (c) Third,
      to
      such persons, firms, corporations or other entities as required by applicable
      law including, without limitation, Section 9-504(1)(c) of the UCC;
      and

     

    (d) Fourth,
      to the extent of any surplus to the Pledgors or as a court of competent
      jurisdiction may direct.

     

    In
      the
      event that the proceeds of any collection, recovery, receipt, appropriation,
      realization or sale are insufficient to satisfy the Indebtedness, each Pledgor
      shall be jointly and severally liable for the deficiency plus the costs and
      fees
      of any attorneys employed by Pledgee to collect such deficiency.

     

    11. Waiver
      of Marshaling.
      Each
      Pledgor hereby waives any right to compel any marshaling of any of the
      Collateral.

     

    12. No
      Waiver.
      Any and
      all of the Pledgee’s rights with respect to the Liens granted under this Pledge
      Agreement shall continue unimpaired, and Pledgor shall be and remain obligated
      in accordance with the terms hereof, notwithstanding (a) the bankruptcy,
      insolvency or reorganization of any Pledgor, (b) the release or substitution
      of
      any item of the Collateral at any time, or of any rights or interests therein,
      or (c) any delay, extension of time, renewal, compromise or other indulgence
      granted by the Pledgee in reference to any of the Indebtedness. Each Pledgor
      hereby waives all notice of any such delay, extension, release, substitution,
      renewal, compromise or other indulgence, and hereby consents to be bound hereby
      as fully and effectively as if such Pledgor had expressly agreed thereto in
      advance. No delay or extension of time by the Pledgee in exercising any power
      of
      sale, option or other right or remedy hereunder, and no failure by the Pledgee
      to give notice or make demand, shall constitute a waiver thereof, or limit,
      impair or prejudice the Pledgee’s right to take any action against any Pledgor
      or to exercise any other power of sale, option or any other right or
      remedy.

     

    13. Expenses.
      The
      Collateral shall secure, and each Pledgor shall pay to Pledgee on demand, from
      time to time, all reasonable costs and expenses, (including but not limited
      to,
      reasonable attorneys’ fees and costs, taxes, and all transfer, recording, filing
      and other charges) of, or incidental to, the custody, care, transfer,
      administration of the Collateral or any other collateral, or in any way relating
      to the enforcement, protection or preservation of the rights or remedies of
      the
      Pledgee under this Pledge Agreement or with respect to any of the
      Indebtedness.

     

    14. Pledgee
      Appointed Attorney-In-Fact and Performance by the Pledgee.
      Upon
      the occurrence of an Event of Default, each Pledgor hereby irrevocably
      constitutes and appoints the Pledgee as such Pledgor’s true and lawful
      attorney-in-fact, with full power of substitution, to execute, acknowledge
      and
      deliver any instruments and to do in such Pledgor’s name, place and stead, all
      such acts, things and deeds for and on behalf of and in the name of such
      Pledgor, which such Pledgor could or might do or which the Pledgee may deem
      necessary, desirable or convenient to accomplish the purposes of this Pledge
      Agreement, including, without limitation, to execute such instruments of
      assignment or transfer or orders and to register, convey or otherwise transfer
      title to the Collateral into the Pledgee’s name. Each Pledgor hereby ratifies
      and confirms all that said attorney-in-fact may so do and hereby declares this
      power of attorney to be coupled with an interest and irrevocable. If any Pledgor
      fails to perform any agreement herein contained, the Pledgee may itself perform
      or cause performance thereof, and any costs and expenses of the Pledgee incurred
      in connection therewith shall be paid by the Pledgors as provided in Section
      10
      hereof.

     

    15. Waivers.

     

    (a) EACH
      PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
      DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS PLEDGE AGREEMENT OR
      ANY
      OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
      HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
      DEALINGS OF THE PARTIES HERETO OR ANY OTHER AGREEMENT EXECUTED OR DELIVERED
      BY
      THEM IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO,
      IN
      EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN
      CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HERETO HEREBY AGREES AND CONSENTS
      THAT ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT
      TRIAL WITHOUT A JURY, AND THAT ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR
      A
      COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH
      PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY. 

     

    16. Recapture.
      Notwithstanding anything to the contrary in this Pledge Agreement, if the
      Pledgee receives any payment or payments on account of the Indebtedness, which
      payment or payments or any part thereof are subsequently invalidated, declared
      to be fraudulent or preferential, set aside and/or required to be repaid to
      a
      trustee, receiver, or any other party under the United States Bankruptcy Code,
      as amended, or any other federal or state bankruptcy, reorganization, moratorium
      or insolvency law relating to or affecting the enforcement of creditors’ rights
      generally, common law or equitable doctrine, then to the extent of any sum
      not
      finally retained by the Pledgee, each Pledgor’s obligations to the Pledgee shall
      be reinstated and this Pledge Agreement shall remain in full force and effect
      (or be reinstated) until payment shall have been made to Pledgee, which payment
      shall be due on demand.

     

    17. Captions.
      All
      captions in this Pledge Agreement are included herein for convenience of
      reference only and shall not constitute part of this Pledge Agreement for any
      other purpose.

     

    18. Miscellaneous.

     

    (a) This
      Pledge Agreement constitutes the entire and final agreement among the parties
      with respect to the subject matter hereof and may not be changed, terminated
      or
      otherwise varied except by a writing duly executed by the parties
      hereto.

     

    (b) No
      waiver
      of any term or condition of this Pledge Agreement, whether by delay, omission
      or
      otherwise, shall be effective unless in writing and signed by the party sought
      to be charged, and then such waiver shall be effective only in the specific
      instance and for the purpose for which given.

     

    (c) In
      the
      event that any provision of this Pledge Agreement or the application thereof
      to
      any Pledgor or any circumstance in any jurisdiction governing this Pledge
      Agreement shall, to any extent, be invalid or unenforceable under any applicable
      statute, regulation, or rule of law, such provision shall be deemed inoperative
      to the extent that it may conflict therewith and shall be deemed modified to
      conform to such statute, regulation or rule of law, and the remainder of this
      Pledge Agreement and the application of any such invalid or unenforceable
      provision to parties, jurisdictions, or circumstances other than to whom or
      to
      which it is held invalid or unenforceable shall not be affected thereby, nor
      shall same affect the validity or enforceability of any other provision of
      this
      Pledge Agreement.

     

    (d) This
      Pledge Agreement shall be binding upon each Pledgor, and each Pledgor’s
      successors and assigns, and shall inure to the benefit of the Pledgee and its
      successors and assigns.

     

    (e) Any
      notice or other communication required or permitted pursuant to this Pledge
      Agreement shall be given in accordance with the Purchase Agreement.


     

    (f) This
      Pledge Agreement shall be governed by and construed and enforced in all respects
      in accordance with the laws of the State of Illinois applied to contracts to
      be
      performed wholly within the State of Illinois.

     

    (g) EACH
      PLEDGOR EXPRESSLY CONSENTS TO THE JURISDICTION AND VENUE OF EACH COURT OF
      COMPETENT JURISDICTION LOCATED IN THE STATE OF ILLINOIS FOR ALL PURPOSES IN
      CONNECTION WITH THIS PLEDGE AGREEMENT. ANY JUDICIAL PROCEEDING INVOLVING,
      DIRECTLY OR INDIRECTLY ANY MATTER OR CLAIM IN ANY WAY ARISING OUT OF, RELATED
      TO
      OR CONNECTED WITH THIS PLEDGE AGREEMENT SHALL BE BROUGHT ONLY IN A STATE COURT
      LOCATED IN THE COUNTY OF COOK, STATE OF ILLINOIS. EACH PLEDGOR FURTHER CONSENTS
      THAT ANY SUMMONS, SUBPOENA OR OTHER PROCESS OR PAPERS (INCLUDING, WITHOUT
      LIMITATION, ANY NOTICE OR MOTION OR OTHER APPLICATION TO EITHER OF THE
      AFOREMENTIONED COURTS OR A JUDGE THEREOF) OR ANY NOTICE IN CONNECTION WITH
      ANY
      PROCEEDINGS HEREUNDER, MAY BE SERVED INSIDE OR OUTSIDE OF THE STATE OF ILLINOIS
      OR THE NORTHERN DISTRICT OF ILLINOIS BY REGISTERED OR CERTIFIED MAIL, RETURN
      RECEIPT REQUESTED, OR BY PERSONAL SERVICE PROVIDED A REASONABLE TIME FOR
      APPEARANCE IS PERMITTED, OR IN SUCH OTHER MANNER AS MAY BE PERMISSIBLE UNDER
      THE
      RULES OF SAID COURTS. EACH PLEDGOR WAIVES ANY OBJECTION TO JURISDICTION AND
      VENUE OF ANY ACTION INSTITUTED HEREON AND SHALL NOT ASSERT ANY DEFENSE BASED
      ON
      LACK OF JURISDICTION OR VENUE OR BASED UPON FORUM NON CONVENIENS.

     

    (h) This
      Pledge Agreement may be executed in one or more counterparts, each of which
      shall be deemed an original and all of which when taken together shall
      constitute one and the same agreement. Any signature delivered by a party by
      facsimile transmission shall be deemed an original signature
      hereto.

     

    (i) This
      Pledge Agreement and the security interests granted by the Pledgors hereunder
      shall terminate upon the provision by Pledgee of written confirmation to the
      Company that (x) all indebtedness obligations owed by any Pledgor to Pledgee
      have been repaid (including, without limitation, all principal, interest and
      fees related to the Term Note A, Term Note B, any indebtedness referred to
      in
      the Agreement, any other Obligations (as defined in the Master Security
      Agreement) and any other indebtedness outstanding at such time and owed to
      the
      Pledgee) and (y) all commitments by the Pledgee to fund any indebtedness have
      been terminated in their entirety.

     

    [Remainder
      of Page Intentionally Left Blank]


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    IN
      WITNESS WHEREOF, the parties have duly executed this Pledge Agreement as of
      the
      day and year first written above.

    


    SEQUIAM
      CORPORATION

    


    By:      

    Name: Nicholas
      VandenBrekel  

    Title: CEO     

    


     

    


     

    CONSTELLATION
      BIOMETRICS CORPORATION

     

    By:
            

     

    Name: Nicholas
      VandenBrekel  

     

    Title: CEO     

     

    


    


    


    BIOMETRICS
      INVESTORS, L.L.C.

    


    By:      

    Name: Roger
      Brown    

    Title: Manager    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SCHEDULE
      A 

     

    Pledged
      Stock

    


    
      	
              Pledgor

            	
              Issuer

            	
              Class
                of Stock

               

            	
              Stock
                Certificate Number

            	
              Par
                Value

            	
              Number
                of Shares

            
	
              Sequiam
                Corporation

               

            	
              Sequiam
                Software, Inc.

               

            	
              Common

               

            	
              1

               

            	
              $0.001

               

            	
              2,000

               

            
	
              Sequiam
                Corporation

               

            	
              Sequiam
                Biometrics, Inc.

               

            	
              Common

               

            	
              1

               

            	
              NO
                PAR

               

            	
              1,000

               

            
	
              Sequiam
                Corporation

               

            	
              Sequiam
                Sports, Inc.

               

            	
              Common

               

            	
              10,000

               

            	
              $0.0001

               

            	
              12,153,261

               

            
	
              Sequiam
                Corporation

               

            	
              Sequiam
                Education, Inc.

               

            	
              Common

               

            	
              1

               

            	
              NO
                PAR

               

            	
              1,000

               

            
	
              Sequiam
                Corporation

               

            	
              Fingerprint
                Detection Technologies, Inc.

               

            	
              Common

               

            	
              2

               

            	
              $0.01

               

            	
              1,000

               

            
	
              Sequiam
                Corporation

               

            	
              Constellation
                Biometrics

              Corporation

            	
              Common

               

            	
              6

               

            	
              NO
                PAR

               

            	
              1,000

               

            
	
              Constellation
                Biometrics

              Corporation

            	
              Biometric
                Security (Pty) Ltd.

               

            	
              Common

               

            	
              3

               

            	
              1
                Rand 

               

            	
              100

               

            
	
              Sequiam
                Corporation

               

            	
              Sequiam
                East, Inc. (f/k/a Magstone Innovation, Inc.)

            	
              Common

               

            	
              As
                set forth in Chapter 3, Article 8 of the Bylaws 

               

            	
              No
                PAR

               

            	
              80%