WAIVER AND CONSENT

Reference is made to that certain Securities Purchase Agreement, dated as of May 17, 2006, by and among Sequiam Corporation, a California corporation (the “ Company ”) and the investors (the “ Investors ”) identified therein, as amended by that certain Amendment and Additional Issuance Agreement, dated as of June 21, 2006 (the “ Purchase Agreement ”), to that certain Amended and Restated Certificate of Determination of Preferences, Rights and Limitations of Series B 10% Convertible Preferred Stock, filed with the Secretary of State of the State of California on May 9, 2006 (the “ Certificate ”), those certain common stock purchase warrants issued to each Investor (the “ Warrants ”), and to that certain Registration Rights Agreement, dated as of May 17, 2006, by and among the Company and the Investors (the “ Registration Rights Agreement ”).

WHEREAS , on or about March 8, 2007, Biometric Investors, L.L.C., a Delaware limited liability company (the “ New Lender ”) acquired from Stephen A. Ross, Attorney-in-Fact for the Trust Under the Will of John Svenningsen (the “ Prior Lender ”), that certain Second Amended, Restated and Consolidated Senior Secured Term Note, dated November 1, 2005 (the “ Note ”), made by the Company in the amount of $3,650,000;

WHEREAS , the New Lender has also acquired the interests of the Prior Lender in the Related Agreements, as defined in the Note, and in that certain Forbearance Agreement, dated as of November 22, 2006, made by the Company and the Prior Lender (the “ Forbearance Agreement ”);

WHEREAS , on March 8, 2007, the Company received written notice (attached as Exhibit A) from the New Lender that an Event of Default occurred under the Note and the Loan Documents (as defined in the Forbearance Agreement) when the Company failed to pay amounts due under the Note as of October 10, 2006, and that the Forbearance Termination Date, as defined in the Forbearance Agreement has passed (the “ Default Notice ”);

WHEREAS , if the Events of Defaults described in the Default Notice are not cured, the New Lender has indicated that it will provide the Company with notice of the UCC sale which the New Lender will schedule to liquidate the collateral for the Note;

WHEREAS , on March 8, 2007, the Company received a term sheet (the “ Term Sheet ”) (attached as Exhibit B) stating the terms on which the New Lender is prepared to further amend and restate the Note and enter into a new credit agreement with the Company providing for the advance of an additional loan amount as provided in the Term Sheet and the issuance of warrants to the New Lender as contemplated under the Term Sheet and thereby cure the Event of Default described herein (collectively, the “ Proposed Transaction ”);

WHEREAS , in connection with the Proposed Transaction, the Company must amend its Articles of Incorporation to increase its total authorized shares from 200,000,000 to 300,000,000 (the “ Amendment ”);

WHEREAS , the Purchase Agreement, the Certificate, the Registration Rights Agreement and the Warrants issued to the undersigned preclude the Company from completing the Proposed Transaction and the A