SUBSIDIARY GUARANTY

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 undersign