Exhibit 10.5


    Exhibit
      10.5

    
 

    SUBSIDIARY
      GUARANTY

     

    
      	
              Chicago,
                Illinois

            	
              March
                30, 2007

            


    

    


    FOR
      VALUE
      RECEIVED, and in consideration of the loans made or to be made or credit
      otherwise extended or to be extended by Biometrics Investors, L.L.C., a Delaware
      limited liability Company ("Lender") to or for the account of Sequiam
      Corporation, a California corporation ("Debtor"), from time to time and at
      any
      time and for other good and valuable consideration and to induce Lender, in
      its
      discretion, to make such loans or extensions of credit and to make or grant
      such
      renewals, extensions, releases of collateral or relinquishments of legal rights
      as Lender may deem advisable, each of the undersigned (and each of them if
      more
      than one, the liability under this Guaranty being joint and several) (jointly
      and severally referred to as “Guarantors “ or “the undersigned”) unconditionally
      guaranties to Lender, its successors, endorsees and assigns the prompt payment
      when due (whether by acceleration or otherwise) of all present and future
      obligations and liabilities of any and all kinds of Debtor to Lender and of
      all
      instruments of any nature evidencing or relating to any such obligations and
      liabilities upon which Debtor or one or more parties and Debtor is or may become
      liable to Lender, whether incurred by Debtor as maker, endorser, drawer,
      acceptor, guarantors , accommodation party or otherwise, and whether due or
      to
      become due, secured or unsecured, absolute or contingent, joint or several,
      and
      however or whenever acquired by Lender, whether arising under, out of, or in
      connection with (i) that certain Agreement dated as of the date here of between
      Lender and Debtor (the "Agreement"), (ii) that certain Term Note A in the
      principal amount of $6,500,000 dated as of the date hereof made by the Debtor
      in
      favor of the Lender ("Term Note A"), (iii) that certain Term Note B in the
      principal amount of $5,000,000 scheduled to be made by the Debtor in favor
      of
      the Lender ("Term Note B"), (iv) the Common Share Purchase Warrants delivered
      to
      Lender which shall be exercisable immediately for 65,719,041]Common Shares
      of
      Debtor at an exercise price of $0.01 (the "Initial Warrants"), (v) the Common
      Share Purchase Warrants delivered to Lender which shall be exercisable
      immediately for 39,431,424 Common Shares of Debtor at an exercise price of
      $0.01
      (the "Additional Warrants"), (vi) that certain Registration Rights Agreement
      dated as of the date hereof by and between the Debtor and Lender (the
      "Registration Rights Agreement"), (vii) Master Security Agreement dated as
      of
      the date hereof by and between the Guarantors and Lender (the “Master Security
      Agreement”), (viii) that certain Second Amended and Restated Stock Pledge
      Agreement dated as of the date hereof among the Debtor, certain subsidiaries
      of
      the Debtor and Lender (the “Stock Pledge Agreement”), (ix) this Guaranty, and
      (x) the Subordination Agreement dated as of the date hereof among the
      Subordinated Lenders, as defined therein, and Lender (the “Subordination
      Agreement”), (xi) the Account Control Agreement among the Borrower, the Lender
      and the Bank (as defined therein) (the “Account Control Agreement”) (the
      Agreement, Term Note A, Term Note B, the Initial Warrants, the Additional
      Warrants, the Registration Rights Agreement, the Master Security Agreement,
      the
      Stock Pledge Agreement, this Guaranty, the Subordination Agreement, and the
      Account Control Agreement, as each may be amended, modified, restated or
      supplemented from time to time, are collectively referred to herein as the
      "Documents"), or any documents, instruments or agreements relating to or
      executed in connection with the Documents or any documents, instruments or
      agreements referred to therein or otherwise, or any other indebtedness,
      obligations or liabilities of the Debtor to Lender, 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 (all of which are herein
      collectively referred to as the “Obligations”), and irrespective of the
      genuineness, validity, regularity or enforceability of such Obligations, or
      of
      any instrument evidencing any of the Obligations or of any collateral therefor
      or of the existence or extent of such collateral, and irrespective of the
      allowability, allowance or disallowance of any or all of the Obligations in
      any
      case commenced by or against Debtor under Title 11, United States Code,
      including, without limitation, obligations or indebtedness of Debtor for
      post-petition interest, fees, costs and charges that would have accrued or
      been
      added to the Obligations but for the commencement of such case. Previously,
      certain of the Guarantors had executed that certain Amended and Restated
      Subsidiary Guaranty 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 Guaranty”). The Trust has assigned all of its rights under the Prior
      Guaranty to the Lender such that the Lender now stands in place of the Trust
      thereunder. Terms not otherwise defined herein shall have the meaning assigned
      such terms in the Agreement. In furtherance of the foregoing, the undersigned
      hereby agrees as follows:

     

    1. No
      Impairment.
      Lender
      may at any time and from time to time, either before or after the maturity
      thereof, without notice to or further consent of the undersigned, extend the
      time of payment of, exchange or surrender any collateral for, renew or extend
      any of the Obligations or increase or decrease the interest rate thereon, or
      any
      other agreement with Debtor or with any other party to or person liable on
      any
      of the Obligations, or interested therein, for the extension, renewal, payment,
      compromise, discharge or release thereof, in whole or in part, or for any
      modification of the terms thereof or of any agreement between Lender and Debtor
      or any such other party or person, or make any election of rights Lender may
      deem desirable 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 (any of
      the foregoing, an “Insolvency Law”) without in any way impairing or affecting
      this Guaranty. This instrument shall be effective regardless of the subsequent
      incorporation, merger or consolidation of Debtor, or any change in the
      composition, nature, personnel or location of Debtor and shall extend to any
      successor entity to Debtor, including a debtor in possession or the like under
      any Insolvency Law.

     

    2. Guaranty
      Absolute.
      Subject
      to Section 5(c), each of the undersigned jointly and severally guarantees that
      the Obligations will be paid strictly in accordance with the terms of the
      Documents and/or any other document, instrument or agreement creating or
      evidencing the Obligations, regardless of any law, regulation or order now
      or
      hereafter in effect in any jurisdiction affecting any of such terms or the
      rights of Debtor with respect thereto. Guarantors hereby knowingly accept the
      full range of risk encompassed within a contract of “continuing guaranty” which
      risk includes the possibility that Debtor will contract additional indebtedness
      for which Guarantors may be liable hereunder after Debtor’s financial condition
      or ability to pay its lawful debts when they fall due has deteriorated, whether
      or not Debtor has properly authorized incurring such additional indebtedness.
      The undersigned acknowledge that (i) no oral representations, including any
      representations to extend credit or provide other financial accommodations
      to
      Debtor, have been made by Lender to induce the undersigned to enter into this
      Guaranty and (ii) any extension of credit to the Debtor shall be governed solely
      by the provisions of the Documents. The liability of each of the undersigned
      under this Guaranty shall be absolute and unconditional, in accordance with
      its
      terms, and shall remain in full force and effect without regard to, and shall
      not be released, suspended, discharged, terminated or otherwise affected by,
      any
      circumstance or occurrence whatsoever, including, without limitation: (a) any
      waiver, indulgence, renewal, extension, amendment or modification of or
      addition, consent or supplement to or deletion from or any other action or
      inaction under or in respect of the Documents or any other instruments or
      agreements relating to the Obligations or any assignment or transfer of any
      thereof, (b) any lack of validity or enforceability of any Document or other
      documents, instruments or agreements relating to the Obligations or any
      assignment or transfer of any thereof, (c) any furnishing of any additional
      security to Lender or its assignees or any acceptance thereof or any release
      of
      any security by Lender or its assignees, (d) any limitation on any party’s
      liability or obligation under the Documents or any other documents, instruments
      or agreements relating to the Obligations or any assignment or transfer of
      any
      thereof or any invalidity or unenforceability, in whole or in part, of any
      such
      document, instrument or agreement or any term thereof, (e) any bankruptcy,
      insolvency, reorganization, composition, adjustment, dissolution, liquidation
      or
      other like proceeding relating to Debtor, or any action taken with respect
      to
      this Guaranty by any trustee or receiver, or by any court, in any such
      proceeding, whether or not the undersigned shall have notice or knowledge of
      any
      of the foregoing, (f) any exchange, release or nonperfection of any collateral,
      or any release, or amendment or waiver of or consent to departure from any
      guaranty or security, for all or any of the Obligations or (g) any other
      circumstance which might otherwise constitute a defense available to, or a
      discharge of, the undersigned. Any amounts due from the undersigned to Lender
      shall bear interest until such amounts are paid in full at the highest rate
      then
      applicable to the Obligations. Obligations include post-petition interest
      whether or not allowed or allowable.

     

    3. Waivers.

     

    (a) This
      Guaranty is a guaranty of payment and not of collection. Lender shall be under
      no obligation to institute suit, exercise rights or remedies or take any other
      action against Debtor or any other person liable with respect to any of the
      Obligations or resort to any collateral security held by it to secure any of
      the
      Obligations as a condition precedent to the undersigned being obligated to
      perform as agreed herein and each of the Guarantors hereby waives any and all
      rights which it may have by statute or otherwise which would require Lender
      to
      do any of the foregoing. Each of the Guarantors further consents and agrees
      that
      Lender shall be under no obligation to marshal any assets in favor of
      Guarantors, or against or in payment of any or all of the Obligations. The
      undersigned hereby waives all suretyship defenses and any rights to interpose
      any defense, counterclaim or offset of any nature and description which the
      undersigned may have or which may exist between and among Lender, Debtor and/or
      the undersigned with respect to the undersigned’s obligations under this
      Guaranty, or which Debtor may assert on the underlying debt, including but
      not
      limited to failure of consideration, breach of warranty, fraud, payment (other
      than cash payment in full of the Obligations), statute of frauds, bankruptcy,
      infancy, statute of limitations, accord and satisfaction, and usury.


     

    (b) Each
      of
      the undersigned further waives (i) notice of the acceptance of this Guaranty,
      of
      the making of any such loans or extensions of credit, and of all notices and
      demands of any kind to which the undersigned may be entitled, including, without
      limitation, notice of adverse change in Debtor’s financial condition or of any
      other fact which might materially increase the risk of the undersigned and
      (ii)
      presentment to or demand of payment from anyone whomsoever liable upon any
      of
      the Obligations, protest, notices of presentment, non-payment or protest and
      notice of any sale of collateral security or any default of any
      sort.

     

    (c) Notwithstanding
      any payment or payments made by the undersigned hereunder, or any setoff or
      application of funds of the undersigned by Lender, the undersigned shall not
      be
      entitled to be subrogated to any of the rights of Lender against Debtor or
      against any collateral or guarantee or right of offset held by Lender for the
      payment of the Obligations, nor shall the undersigned seek or be entitled to
      seek any contribution or reimbursement from Debtor in respect of payments made
      by the undersigned hereunder, until all amounts owing to Lender by Debtor on
      account of the Obligations are paid in full and Lender's obligation to extend
      credit pursuant to the Documents have been terminated. If, notwithstanding
      the
      foregoing, any amount shall be paid to the undersigned on account of such
      subrogation rights at any time when all of the Obligations shall not have been
      paid in full and Lender's obligation to extend credit pursuant to the Documents
      shall not have been terminated, such amount shall be held by the undersigned
      in
      trust for Lender, segregated from other funds of the undersigned, and shall
      forthwith upon, and in any event within two (2) business days of, receipt by
      the
      undersigned, be turned over to Lender in the exact form received by the
      undersigned (duly endorsed by the undersigned to Lender, if required), to be
      applied against the Obligations, whether matured or unmatured, in such order
      as
      Lender may determine, subject to the provisions of the Documents. Any and all
      present and future debts and obligations of Debtor to any of the undersigned
      are
      hereby waived and postponed in favor of, and subordinated to the full payment
      and performance of, all present and future debts and Obligations of Debtor
      to
      Lender.

     

    4. Security.
      All
      sums at any time to the credit of the undersigned and any property of the
      undersigned in Lender's possession or in the possession of any bank, financial
      institution or other entity that directly or indirectly, through one or more
      intermediaries, controls or is controlled by, or is under common control with,
      Lender (each such entity, an “Affiliate”) shall be deemed held by Lender or such
      Affiliate, as the case may be, as security for any and all of the undersigned’s
      obligations to Lender and to any Affiliate of Lender, no matter how or when
      arising and whether under this or any other instrument, agreement or otherwise.
      

     

    5. Representations
      and Warranties.
      Each of
      the undersigned respectively, hereby jointly and severally represents and
      warrants (all of which representations and warranties shall survive until all
      Obligations are indefeasibly satisfied in full and the Documents have been
      irrevocably terminated), that:

     

    (a) Corporate
      Status.
      It is a
      corporation, partnership or limited liability company, as the case may be,
      duly
      organized, validly existing and in good standing under the laws of its
      jurisdiction of organization indicated on the signature page hereof and has
      full
      power, authority and legal right to own its property and assets and to transact
      the business in which it is engaged.

     

    (b) Authority
      and Execution.
      It has
      full power, authority and legal right to execute and deliver, and to perform
      its
      obligations under, this Guaranty and has taken all necessary corporate,
      partnership or limited liability company, as the case may be, action to
      authorize the execution, delivery and performance of this Guaranty.

     

    (c) Legal,
      Valid and Binding Character.
      This
      Guaranty constitutes its legal, valid and binding obligation enforceable in
      accordance with its terms, except as enforceability may be limited by applicable
      bankruptcy, insolvency, reorganization, moratorium or other laws of general
      application affecting the enforcement of creditor’s rights and general
      principles of equity that restrict the availability of equitable or legal
      remedies. 

     

    (d) Violations.
      The
      execution, delivery and performance of this Guaranty will not violate any
      requirement of law applicable to it or any contract, agreement or instrument
      to
      it is a party or by which it or any of its property is bound or result in the
      creation or imposition of any mortgage, lien or other encumbrance other than
      to
      Lender on any of its property or assets pursuant to the provisions of any of
      the
      foregoing, which, in any of the foregoing cases, could reasonably be expected
      to
      have, either individually or in the aggregate, a Material Adverse
      Effect.

     

    (e) Consents
      or Approvals.
      No
      consent of any other person or entity (including, without limitation, any
      creditor of the undersigned) and no consent, license, permit, approval or
      authorization of, exemption by, notice or report to, or registration, filing
      or
      declaration with, any governmental authority is required in connection with
      the
      execution, delivery, performance, validity or enforceability of this Guaranty
      by
      it, except to the extent that the failure to obtain any of the foregoing could
      not reasonably be expected to have, either individually or in the aggregate,
      a
      Material Adverse Effect.

     

    (f) Litigation.
      No
      litigation, arbitration, investigation or administrative proceeding of or before
      any court, arbitrator or governmental authority, bureau or agency is currently
      pending or, to the best of its knowledge, threatened (i) with respect to this
      Guaranty or any of the transactions contemplated by this Guaranty or (ii)
      against or affecting it, or any of its property or assets, which, in each of
      the
      foregoing cases, if adversely determined, could reasonably be expected to have
      a
      Material Adverse Effect.

     

    (g) Financial
      Benefit.
      It has
      derived or expects to derive a financial or other advantage from each and every
      loan, advance or extension of credit made under the Documents or other
      Obligation incurred by the Debtor to Lender.

     

    (h) Prior
      Guaranty In Full Force and Effect.
      The
      Prior Guaranty is in full force and effect and, as of the date hereof, the
      enforcement of the Prior Guaranty against the undersigned is subject to no
      defenses of any kind.

     

    6. Acceleration.

     

    (a) If
      any
      breach of any covenant or condition or other event of default or Event of
      Default (as defined in any Document) shall occur and be continuing under any
      agreement made by Debtor or any of the Guarantors to Lender (including without
      limitation, under any Document) , any and all Obligations shall for purposes
      hereof, at Lender's option, be deemed due and payable without notice
      notwithstanding that any such Obligation is not then due and payable by
      Debtor.

     

    (b) Each
      of
      the undersigned will promptly notify Lender of any default by such undersigned
      in its respective performance or observance of any term or condition of any
      agreement to which the undersigned is a party if the effect of such default
      is
      to cause, or permit the holder of any obligation under such agreement to cause,
      such obligation to become due prior to its stated maturity (in each case, after
      giving effect to applicable cure and/or grace periods) and, if such an event
      occurs, Lender shall have the right to accelerate such undersigned’s obligations
      hereunder.

     

    7. Payments
      from Guarantors.
      Lender,
      in its sole and absolute discretion, with or without notice to the undersigned,
      may apply on account of the Obligations any payment from the undersigned or
      any
      other guarantors, or amounts realized from any security for the Obligations,
      or
      may deposit any and all such amounts realized in a non-interest bearing cash
      collateral deposit account to be maintained as security for the
      Obligations.

     

    8. Costs.
      The
      undersigned shall pay on demand, all costs, fees and expenses (including
      expenses for legal services of every kind) relating or incidental to the
      enforcement or protection of the rights of Lender hereunder or under any of
      the
      Obligations.

     

    9. No
      Termination.
      This is
      a continuing irrevocable guaranty and shall remain in full force and effect
      and
      be binding upon the undersigned, and each of the undersigned’s successors and
      assigns, until all of the Obligations have been paid in full and Lender's
      obligation to extend credit pursuant to the Documents has been irrevocably
      terminated. If any of the present or future Obligations are guarantied by
      persons, partnerships or corporations in addition to the undersigned, the death,
      release or discharge in whole or in part or the bankruptcy, merger,
      consolidation, incorporation, liquidation or dissolution of one or more of
      them
      shall not discharge or affect the liabilities of any undersigned under this
      Guaranty.

     

    10. Recapture.
      Anything in this Guaranty to the contrary notwithstanding, if Lender receives
      any payment or payments on account of the liabilities guaranteed hereby, 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 any Insolvency Law, common law
      or
      equitable doctrine, then to the extent of any sum not finally retained by
      Lender, the undersigned’s obligations to Lender shall be reinstated and this
      Guaranty shall remain in full force and effect (or be reinstated) until payment
      shall have been made to Lender, which payment shall be due on
      demand.

     

    11. Books
      and Records.
      The
      books and records of Lender showing the account between Lender and Debtor shall
      be admissible in evidence in any action or proceeding, shall be binding upon
      the
      undersigned for the purpose of establishing the items therein set forth and
      shall constitute prima facie proof thereof.

     

    12. No
      Waiver.
      No
      failure on the part of Lender to exercise, and no delay in exercising, any
      right, remedy or power hereunder shall operate as a waiver thereof, nor shall
      any single or partial exercise by Lender of any right, remedy or power hereunder
      preclude any other or future exercise of any other legal right, remedy or power.
      Each and every right, remedy and power hereby granted to Lender or allowed
      it by
      law or other agreement shall be cumulative and not exclusive of any other,
      and
      may be exercised by Lender at any time and from time to time.

     

    13. Waiver
      of Jury Trial.
      EACH OF
      THE UNDERSIGNED DOES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
      THE
      RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED ON OR WITH RESPECT
      TO
      THIS GUARANTY OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR RELATING OR
      INCIDENTAL HERETO. THE UNDERSIGNED DOES HEREBY CERTIFY THAT NO REPRESENTATIVE
      OR
      AGENT OF LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT LENDER WOULD
      NOT,
      IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL
      PROVISION. 

     

    14. Governing
      Law; Jurisdiction; Amendments.
      THIS
      INSTRUMENT CANNOT BE CHANGED OR TERMINATED ORALLY, AND SHALL BE GOVERNED,
      CONSTRUED AND INTERPRETED AS TO VALIDITY, ENFORCEMENT AND IN ALL OTHER RESPECTS
      IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT HAVING EFFECT
      TO
      PRINCIPLES OF CONFLICTS OF LAWS. EACH OF THE UNDERSIGNED EXPRESSLY CONSENTS
      TO
      THE JURISDICTION AND VENUE OF THE CIRCUIT COURT OF COOK COUNTY, AND OF THE
      UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS FOR ALL
      PURPOSES IN CONNECTION HEREWITH. ANY JUDICIAL PROCEEDING BY THE UNDERSIGNED
      AGAINST LENDER INVOLVING, DIRECTLY OR INDIRECTLY ANY MATTER OR CLAIM IN ANY
      WAY
      ARISING OUT OF, RELATED TO OR CONNECTED HEREWITH SHALL BE BROUGHT ONLY IN THE
      CIRCUIT COURT OF COOK COUNTY OR THE UNITED STATES DISTRICT COURT FOR THE
      NORTHERN DISTRICT OF ILLINOIS. THE UNDERSIGNED 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
      OF
      THE UNDERSIGNED 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.

     

    15. Severability.
      To the
      extent permitted by applicable law, any provision of this Guaranty which is
      prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
      be ineffective to the extent of such prohibition or unenforceability without
      invalidating the remaining provisions hereof, and any such prohibition or
      unenforceability in any jurisdiction shall not invalidate or render
      unenforceable such provision in any other jurisdiction.

     

    16. Amendments,
      Waivers.
      No
      amendment or waiver of any provision of this Guaranty nor consent to any
      departure by the undersigned therefrom shall in any event be effective unless
      the same shall be in writing executed by each of the undersigned directly
      affected by such amendment and/or waiver and Lender.

     

    17. Notice.
      All
      notices, requests and demands to or upon the undersigned, shall be in writing
      and shall be deemed to have been duly given or made (a) when delivered, if
      by
      hand, (b) three (3) days after being sent, postage prepaid, if by registered
      or
      certified mail, (c) when confirmed electronically, if by facsimile, or (d)
      when
      delivered, if by a recognized overnight delivery service in each event, to
      the
      numbers and/or address set forth beneath the signature of the
      undersigned.

     

    18. Successors.
      Lender
      may, from time to time, without notice to the undersigned, sell, assign,
      transfer or otherwise dispose of all or any part of the Obligations and/or
      rights under this Guaranty. Without limiting the generality of the foregoing,
      Lender may assign, or grant participations to, one or more banks, financial
      institutions or other entities all or any part of any of the Obligations. In
      each such event, Lender, its Affiliates and each and every immediate and
      successive purchaser, assignee, transferee or holder of all or any part of
      the
      Obligations shall have the right to enforce this Guaranty, by legal action
      or
      otherwise, for its own benefit as fully as if such purchaser, assignee,
      transferee or holder were herein by name specifically given such right. Lender
      shall have an unimpaired right to enforce this Guaranty for its benefit with
      respect to that portion of the Obligations which Lender has not disposed of,
      sold, assigned, or otherwise transferred.

     

    19. Release.
      Nothing
      except cash payment in full of the Obligations shall release any of the
      undersigned from liability under this Guaranty, provided that this Guaranty
      shall be released upon the provision by Lender of written confirmation to the
      Debtor that (x) all indebtedness obligations owed by the Debtor or any Guarantor
      to Lender have been repaid in full (including, without limitation, all
      principal, interest and fees related to the Term Note A, Term Note B, any
      indebtedness referred to in theAgreement and any other indebtedness outstanding
      at such time and owed to Lender) and (y) all commitments by Lender to fund
      any
      indebtedness have been terminated in their entirety. 

     

    IN
      WITNESS WHEREOF, this Guaranty has been executed by the undersigned this 30th
      day of March, 2007.

     

    Very
      truly yours,

     

    


     

    SEQUIAM
      SOFTWARE, INC.

    


    By:
           

    Name: Nicholas
      VandenBrekel 

    Title: CEO    

    Address:
      300 Sunport Lane

    Orlando,
      FL 32809

    


    SEQUIAM
      BIOMETRICS, INC.

    


    By:
           

    Name: Nicholas
      VandenBrekel 

    Title: CEO    

    Address:
      300 Sunport Lane

    Orlando,
      FL 32809

    


    SEQUIAM
      EDUCATION, INC.

    


    By:
           

    Name: Nicholas
      VandenBrekel 

    Title: CEO    

    Address:
      300 Sunport Lane

    Orlando,
      FL 32809

    


    SEQUIAM
      SPORTS, INC.

    


    By:
           

    Name: Nicholas
      VandenBrekel 

    Title: CEO    

    Address:
      300 Sunport Lane

    Orlando,
      FL 32809

    


    FINGERPRINT
      DETECTION TECHNOLOGIES, INC.

    


    By:
           

    Name: Nicholas
      VandenBrekel 

    Title: CEO    

    Address:
      300 Sunport Lane

    Orlando,
      FL 32809

    


    (Signatures
      continue on the next page)

    CONSTELLATION
      BIOMETRICS CORPORATION

    


    By:
           

    Name: Nicholas
      VandenBrekel 

    Title: CEO    

    Address:
      300 Sunport Lane

    Orlando,
      FL 32809

    


    BIOMETRIC
      SECURITY (PTY) LTD.

    


    By:
           

    Name: Nicholas
      VandenBrekel 

    Title: Director    

    Address:
      300 Sunport Lane

    Orlando,
      FL 32809

    


    SEQUIAM
      EAST, INC. (F/K/A MAGSTONE INNOVATION, INC.)

    


    By:
           

    Name: Nicholas
      VandenBrekel 

    Title: Deputy
      General Manager 

    Address:
      300 Sunport Lane

    Orlando,
      FL 32809