SEQUIAM CORP
SUBSIDIARY GUARANTY
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>7
<FILENAME>doc7.txt
<DESCRIPTION>SUBSIDIARY GUARANTY
<TEXT>

Exhibit  10.6

                               SUBSIDIARY GUARANTY

New York, New York                                                April 27, 2004

     FOR VALUE RECEIVED, and in consideration of note purchases from, loans made
or  to  be  made or credit otherwise extended or to be extended by Laurus Master
Fund, Ltd. ("Laurus") 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 Laurus, in its discretion, to purchase such
notes,  make  such  loans  or  extensions  of  credit  and to make or grant such
renewals,  extensions, releases of collateral or relinquishments of legal rights
as  Laurus 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  Laurus, 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 Laurus 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  Laurus,  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 Laurus, whether arising under, out of, or in
connection  with  (i) that certain Securities Purchase Agreement dated as of the
date  hereof  by  and  between  the  Debtor  and  Laurus  Master Fund, Ltd. (the
"Securities  Purchase  Agreement"),  (ii)  that certain Secured Convertible Note
dated  as  of  the  date hereof made by the Debtor in favor of Laurus (the "Term
Note"),  (iii)  that  certain  Warrant  dated  as of the date hereof made by the
Debtor in favor of Laurus (the "Warrant"), (iv) that certain Registration Rights
Agreement  dated as of the date hereof by and between the Debtor and Laurus (the
"Registration  Rights  Agreement"),  (v)  that certain Master Security Agreement
dated  as  of the date hereof by and between the Debtor, certain subsidiaries of
the Debtor and Laurus (the "Master Security Agreement"), (vi) that certain Stock
Pledge  Agreement  dated  as  of  the  date  hereof  among  the  Debtor, certain
subsidiaries of the Debtor and Laurus (the "Stock Pledge Agreement"), (vii) that
certain  Escrow  Agreement  dated as of the date hereof among the Debtor, Laurus
and  the  escrow  agent  referred to therein (the "Escrow Agreement") and (viii)
this  Guaranty,  (ix)  any  incremental  funding  referred  to  in  that certain
Incremental  Funding  Side Letter, dated the date hereof, between the Debtor and
Laurus (the "Incremental Funding Side Letter"), (x) any other additional funding
provided  by  Laurus  to, or investments made by Laurus in, the Debtor after the
date  hereof  (the  agreements  and  documents  evidencing  such  funding and/or
investments,  collectively,  the  "Additional  Funding Agreements") and (xi) the
Subordination Agreement dated as of the date hereof among Mark Mroczkowski, Nick
VandenBrekel  and  the Purchaser (the "Subordination Agreement") (the Securities
Purchase  Agreement,  the  Term  Note,  the  Warrant,  the  Registration  Rights
Agreement, the Master Security Agreement, the Stock Pledge Agreement, the Escrow
Agreement,  this  Guaranty,  the Incremental Funding Side Letter, the Additional
Funding  Agreements  and  the  Subordination  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


                                        1
<PAGE>
documents,  instruments  or  agreements referred to therein or otherwise, or any
other  indebtedness, obligations or liabilities of the Debtor to Laurus, 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.
Terms not otherwise defined herein shall have the meaning assigned such terms in
the  Securities  Purchase  Agreement.  In  furtherance  of  the  foregoing,  the
undersigned  hereby  agrees  as  follows:

     1.      No  Impairment.  Laurus  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  Laurus and Debtor or any such other party or person, or
make  any  election  of rights Laurus 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
<PAGE>
     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 Laurus 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 Laurus or its assignees or any
acceptance  thereof  or  any release of any security by Laurus 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 Laurus 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.
             -------

          3.1      This Guaranty is a guaranty of payment and not of collection.
Laurus  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  Laurus


                                        3
<PAGE>
to  do  any of the foregoing. Each of the Guarantors further consents and agrees
that  Laurus  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 Laurus, 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.

          3.2      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.

          3.3      Notwithstanding  any  payment  or  payments  made  by  the
undersigned  hereunder, or any setoff or application of funds of the undersigned
by  Laurus, the undersigned shall not be entitled to be subrogated to any of the
rights  of Laurus against Debtor or against any collateral or guarantee or right
of  offset  held  by  Laurus  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 Laurus by Debtor on account of the Obligations are paid in full
and  Laurus'  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 Laurus' obligation to extend
credit  pursuant  to  the  Documents shall not have been terminated, such amount
shall  be  held  by  the  undersigned in trust for Laurus, 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 Laurus in
the  exact form received by the undersigned (duly endorsed by the undersigned to
Laurus,  if required), to be applied against the Obligations, whether matured or
unmatured,  in  such order as Laurus 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  Laurus.

     4.      Security.  All  sums  at  any time to the credit of the undersigned
             --------
and  any  property of the undersigned in Laurus' 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, Laurus (each such entity, an "Affiliate") shall be deemed
held  by  Laurus  or such Affiliate, as the case may be, as security for any and
all  of  the undersigned's obligations to Laurus and to any Affiliate of Laurus,
no  matter  how  or when arising and whether under this or any other instrument,
agreement  or  otherwise.


                                        4
<PAGE>
     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:

          5.1      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.

          5.2      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.

          5.3      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.

          5.4      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  Laurus 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.

          5.5      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.

          5.6      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.


                                        5
<PAGE>
          5.7      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
Laurus.

     6.      Acceleration.
             ------------

          6.1      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 Laurus
(including  without  limitation,  under  any Document) , any and all Obligations
shall  for purposes hereof, at Laurus' option, be deemed due and payable without
notice  notwithstanding  that any such Obligation is not then due and payable by
Debtor.

          6.2      Each  of  the  undersigned will promptly notify Laurus 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, Laurus shall have the right to accelerate
such  undersigned's  obligations  hereunder.

     7.      Payments  from  Guarantors.  Laurus,  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 Laurus 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 Laurus' 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.


                                        6
<PAGE>
     10.     Recapture.  Anything  in  this  Guaranty  to  the  contrary
             ---------
notwithstanding,  if  Laurus  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  Laurus, the undersigned's obligations to Laurus
shall  be reinstated and this Guaranty shall remain in full force and effect (or
be reinstated) until payment shall have been made to Laurus, which payment shall
be  due  on  demand.

     11.     Books  and  Records.  The  books  and records of Laurus showing the
             -------------------
account  between Laurus 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 Laurus 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 Laurus 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  Laurus  or allowed it by law or other agreement shall be cumulative
and  not  exclusive of any other, and may be exercised by Laurus 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 LAURUS HAS
REPRESENTED,  EXPRESSLY  OR  OTHERWISE,  THAT  LAURUS WOULD NOT, IN THE EVENT OF
LITIGATION,  SEEK  TO  ENFORCE  THIS  WAIVER  OF  RIGHT TO JURY TRIAL PROVISION.


                                        7
<PAGE>
     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 NEW YORK WITHOUT HAVING EFFECT TO PRINCIPLES OF CONFLICTS
OF  LAWS.  EACH  OF  THE  UNDERSIGNED EXPRESSLY CONSENTS TO THE JURISDICTION AND
VENUE  OF THE SUPREME COURT OF THE STATE OF NEW YORK, COUNTY OF NEW YORK, AND OF
THE  UNITED  STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR ALL
PURPOSES  IN  CONNECTION  HEREWITH.  ANY  JUDICIAL PROCEEDING BY THE UNDERSIGNED
AGAINST  LAURUS 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
SUPREME  COURT OF THE STATE OF NEW YORK, COUNTY OF NEW YORK OR THE UNITED STATES
DISTRICT  COURT  FOR THE SOUTHERN DISTRICT OF NEW YORK.  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 NEW YORK
OR  THE  SOUTHERN  DISTRICT  OF NEW YORK 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 Laurus.

     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.


                                        8
<PAGE>
     18.     Successors.  Laurus  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, Laurus 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, Laurus, 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.  Laurus  shall  have an unimpaired right to enforce this Guaranty for its
benefit  with  respect  to  that portion of the Obligations which Laurus 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 Laurus of
written confirmation to the Debtor that (x) all indebtedness obligations owed by
the  Debtor  or  any  Guarantor  to  Laurus have been repaid in full (including,
without  limitation,  all principal, interest and fees related to the Term Note,
any  indebtedness  referred  to  in  the  Incremental  Funding  Side Letter, any
Additional  Funding  Agreements  and  any other indebtedness outstanding at such
time  and  owed  to  Laurus)  and  (y)  all  commitments  by  Laurus to fund any
indebtedness  have  been  terminated  in  their  entirety.

                        [REMAINDER OF THIS PAGE IS BLANK.
                       SIGNATURE PAGE IMMEDIATELY FOLLOWS]


                                        9
<PAGE>
     IN WITNESS WHEREOF, this Guaranty has been executed by the undersigned this
27th  day  of  April,  2004.


                                        SEQUIAM  SOFTWARE,  INC.

                                        By:
                                               ---------------------------------
                                        Name:
                                               ---------------------------------
                                        Title:
                                               ---------------------------------

                                        Address:  300  Sunport  Lane
                                        Orlando,  FL  32809

                                        Telephone:  407-541-0773
                                        Facsimile:  407-240-1431
                                        State  of  Incorporation:  California

                                        SEQUIAM  BIOMETRICS,  INC.

                                        By:
                                        Name:
                                        Title:

                                        Address:  300  Sunport  Lane
                                        Orlando,  FL  32809

                                        Telephone:  407-541-0773
                                        Facsimile:  407-240-1431
                                        State  of  Incorporation:  Florida

                                        SEQUIAM  EDUCATION,  INC.

                                        By:
                                        Name:
                                        Title:

                                        Address:  300  Sunport  Lane
                                        Orlando,  FL  32809

                                        Telephone:  407-541-0773
                                        Facsimile:  407-240-1431
                                        State  of  Incorporation:  Florida


                                       10
<PAGE>
                                        SEQUIAM  SPORTS,  INC.

                                        By:
                                        Name:
                                        Title:

                                        Address:  300  Sunport  Lane
                                        Orlando,  FL  32809

                                        Telephone:  407-541-0773
                                        Facsimile:  407-240-1431
                                        State  of  Incorporation:  Delaware

                                        FINGERPRINT  DETECTION
                                        TECHNOLOGIES,  INC.

                                        By:
                                        Name:
                                        Title:

                                        Address:  300  Sunport  Lane
                                        Orlando,  FL  32809

                                        Telephone:  407-541-0773
                                        Facsimile:  407-240-1431
                                        State  of  Incorporation:  Florida


                                       11
<PAGE>

</TEXT>
</DOCUMENT>
