SHAREHOLDERS AGREEMENT

THIS SHAREHOLDERS AGREEMENT (this “ Shareholders Agreement ”) is made as of March 30, 2007 by and among Sequiam Corporation, a California corporation (the “ Company ”); Biometrics Investors, L.L.C., a Delaware limited liability company (“ Biometrics ”); and such other shareholders of the Company that become a party hereto from time to time (collectively referred to as the “ Shareholders ” and individually as a “ Shareholder ”). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 4 hereof.

WHEREAS, Biometrics has agreed to enter into a credit agreement with the Company pursuant to an Agreement, dated as of the date hereof, by and between the Company and Biometrics (the “ Agreement ”);

WHEREAS, Biometrics is the holder of 2,028,388 of the Company’s common shares, par value $0.001 per share (the “ Common Shares ”); and

WHEREAS, the execution and delivery of this Shareholders Agreement is a condition to Biometrics’ entering into the Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Shareholders Agreement, intending to be legally bound, agree as follows:

1.    Board of Directors .

(a)    From and after the date of execution of the Agreement, each Shareholder shall vote all of his Shareholder Shares and shall take all other necessary or desirable actions within his control (whether in his capacity as a shareholder, director, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary or desirable actions solely within its control (including, without limitation. calling special board and shareholder meetings), so that:

(i)    the authorized number of directors on the Board shall be increased from three to five directors,

(ii)    the two additional directors that shall be elected to the Board shall be two representatives designated by Biometrics.

(iii)    the composition of the board of directors of each of the Company’s Subsidiaries (a “ Sub Board ”) shall be the same as that of the Board;

(iv)    the removal from the Board or a Sub Board (with or without cause) of any representative designated under Section 1 ( a )( ii ) above shall be at Biometrics’ written request, but only upon such written request and under no other circumstances; and

(v)    in the event that any representative designated under Section 1 ( a )( ii ) ceases for any reason to serve as a member of the Board or Sub Board during his or her term of office, the resulting vacancy on the Board or Sub Board shall be filled by a representative designated by Biometrics.

(b)    There shall be at least [four] meetings of the Board during every fiscal year, at least one of which shall be held in each 120-day period during the Company’s fiscal year. The Company shall pay all out-of-pocket expenses incurred by each director in connection with attending regular and special meetings of the Board, any Sub Board and any committee thereof.

(c)    So long as any Director designated under Section 1 ( a )( ii ) above serves on the Board and for three years thereafter, the Company shall maintain directors’ and officers’ indemnity insurance coverage satisfactory to such Directors, and the Company’s Articles of Incorporation and bylaws shall provide for indemnification and exculpation of directors to the fullest extent permitted under applicable law.

(d)    In the event the aggregate number of Shareholder Shares falls as a result of certain Shareholder Shares having been (x) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them or (y) sold to the public through a broker, dealer or market maker pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, then, the Company:

(i)    shall make reasonable efforts to obtain new Shareholders in order to increase the aggregate number of Shareholder Shares to the level at which it was prior to the aggregate number of Shareholder Shares falling; and

(ii)    shall not be in breach of this Shareholders Agreement and, consequently, there shall be no Event of Default under the Agreement or any Other Agreement, if, despite the Company’s compliance with Section 1 ( d )( i ) above, the aggregate number of Shareholder Shares falls below the required number of outstanding Common Shares needed, under the Company’s by-laws or otherwise, to vote for and elect any Director designated under Section 1 ( a )( ii ) above.

2.    Representations and Warranties . Each Shareholder represents and warrants that (i) this Shareholders Agreement has been duly authorized, executed and delivered by such Shareholder and constitutes the valid and binding obligation of such Shareholder, enforceable in accordance with its terms, and (ii) such Shareholder has not granted and is not a party to any proxy, voting trust or other agreement which is inconsistent with, conflicts with or violates any provision of this Shareholders Agreement. No holder of Shareholder Shares shall grant any proxy or become party to any voting trust or other agreement which is inconsistent with, conflicts with or violates any provision of this Shareholders Agreement.

3.    Legend . Each certificate evidencing Shareholder Shares and each certificate issued in exchange for or upon the transfer of any Shareholder Shares (if such shares remain Shareholder Shares after such transfer) shall be stamped or otherwise imprinted with a legend in substantially the following form:

“The securities represented by this certificate are subject to a Shareholders Agreement dated as of March 30, 2007, among the issuer of such securities (the “Company”) and certain of the Company’s Shareholders, as amended and modified from time to time. A copy of such Shareholders Agreement shall be furnished without charge by the Company to the holder hereof upon written request.”

The Company shall imprint such legend on certificates evidencing Shareholder Shares outstanding as of the date hereof, and the Shareholders shall surrender their stock certificates to the Company for such purpose. The legend set forth above shall be removed from the certificates evidencing any shares which cease to be Shareholder Shares.

4.    Definitions . Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Agreement. As used in this Shareholders Agreement, the following terms shall have the following meanings:

“ Acquired Common ” has the meaning set forth in Section 7.

“ Agreement ” has the meaning set forth in the preamble.

“ Articles of Incorporation ” means the Company’s Articles of Incorporation as in effect from time to time.

“ Biometrics ” has the meaning set forth in the preamble.

“ Board ” or “ Board of Directors ” means the Board of Directors of the Company.

“ Common Shares ” has the meaning set forth in the preamble.

“ Company ” has the meaning set forth in the preamble.

“ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“ Securities Act ” means the Securities Act of 1933, as amended from time to time.

“ Shareholder Shares ” means (i) any Common Shares purchased or otherwise acquired by any Shareholder, (ii) any capital stock or other equity securities issued or issuable directly or indirectly with respect to the Common Shares referred to in clause (i) above by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization, and (iii) any other shares of any class or series of capital stock of the Company held by a Shareholder, including without limitation the Series A Preferred and Series B Preferred; provided   that Shareholder Shares shall not include nonvoting shares described in (iii) for purposes of Section 1 hereof. As to any particular shares constituting Shareholder Shares, such shares shall cease to be Shareholder Shares when they have been (x) effectively registered under the Securities Act and disposed of in accordance with the