Exhibit 10.6


    Exhibit
      10.6

    
 

    GRANT
      OF SECURITY INTEREST

    IN
      PATENTS AND TRADEMARKS

    


    


    THIS
      GRANT OF SECURITY INTEREST (“Grant”), effective as of March 30, 2007, is
      executed by Sequiam Corporation, a California corporation (“Sequiam“), 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 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 Sequiam, as borrower (the "Agreement"), the
      Secured Party has agreed to extend a term loan to Sequiam 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 Sequiam 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 the Agreement, the terms and provisions of which are hereby incorporated
      herein as if fully set forth herein, Sequiam has granted a security interest
      to
      the Secured Party of substantially all of its assets and personal property
      in
      consideration of Secured Party’s agreement to provide loans to
      Sequiam.

    


    D
       As
      security for the Prior Note, Sequiam 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
      (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
      wishes to confirm its grant to the Secured Party of a security interested in
      all
      right, title and interest of Sequiam 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 Liabilities (as that term is defined in the
      Agreement).

    


    NOW,
      THEREFORE, for good and valuable consideration, receipt of which is hereby
      acknowledged:

    


    1. Sequiam
      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
      agrees to perform, so long as the Agreement is in effect, all acts deemed
      necessary or desirable by the Secured Party to permit and assist it, at
      Sequiam'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 hereby
      appoints the Secured Party as Sequiam'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
      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 is
      subject to no defenses of any kind.

     

    4. Sequiam
      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 Agreement and the rights and remedies set forth
      herein are without prejudice to, and are in addition to, those set forth in
      the
      Agreement. In the event that any provisions of this Grant are deemed to conflict
      with the Agreement, the provisions of the Agreement shall govern.

    


    5. Sequiam
      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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      OF PAGE INTENTIONALLY LEFT BLANK]


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, Sequiam has caused this instrument to be executed as of the
      day
      and year first above written.

    


    SEQUIAM
      CORPORATION.

    


    


    


    By: 

    Name:
        Nicholas
      VandenBrekel  

    Title:    
      CEO    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SCHEDULE
      1

    


    REGISTERED
      TRADEMARKS AND TRADEMARK APPLICATIONS

    


    


    
      	
              Trademark

            	
              Registration
                or Application Number

            	
              Registration
                or Application Date

            	
              Country

            
	
              Sequiam

            	
              78375254

            	
              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
      Corporation 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