ex10-2.htm


     
      
        

      

    

     

    Exhibit
      10.2

     

     

    BOARD
      OF DIRECTORS - RETAINER AGREEMENT

     

    This
      agreement made as of September 6, 2007 between Sequiam Corporation, with its
      principal place of business at 300 Sunport Lane, Orlando, FL 32809 (“Sequiam”)
      and Jake Smith, with an address of 17367 Cardinal Drive, Lake Oswego, OR 97034,
      provides for director services, according to the following:

     

    I.     
      Services Provided

     

    Sequiam
      agrees to engage Jake Smith to serve as a member of the Board of Directors
      (the
“Director”) and to provide those services required of a director under Sequiam’s
      Articles of Incorporation and Bylaws (“Articles and Bylaws”), as both may be
      amended from time to time and under the General Corporation Law of California,
      the federal securities laws and other state and federal laws and regulations,
      as
      applicable. In addition, Sequiam agrees to engage Jake Smith to serve as the
      Chairman of the Audit Committee and as a member of the Compensation
      Committee.

     

    II.     
      Nature of Relationship

     

    The
      Director is an independent contractor and will not be deemed an employee of
      Sequiam for purposes of employee benefits, income tax withholding, F.I.C.A.
      taxes, unemployment benefits or otherwise.  The Director shall not enter
      into any agreement or incur any obligations on Sequiam’s behalf.

     

    Sequiam
      will supply, at no cost to the Director:  periodic briefings on the
      business, director packages for each board and committee meeting, copies of
      minutes of meetings and any other materials that are required under Sequiam’s
      Articles and Bylaws or the charter of any committee of the board on which the
      director serves and any other materials which may, by mutual agreement, be
      necessary for performing the services requested under this
      contract.

     

    III.     
      Director’s Warranties

     

    The
      Director warrants that no other party has exclusive rights to his services
      in
      the specific areas described and that the Director is in no way compromising
      any
      rights or trust between any other party and the Director or creating a conflict
      of interest.  The Director also warrants that no other agreement will be
      entered into that will create a conflict of interest with this agreement. 
The Director further warrants that he will comply with all applicable state
      and
      federal laws and regulations, including Sections 10 and 16 of the Securities
      and
      Exchange Act of 1934.

     

    Throughout
      the term of this agreement and for a period of six months thereafter, the
      Director agrees he will not, without obtaining Sequiam’s prior written consent,
      directly or indirectly engage or prepare to engage in any activity in
      competition with any Sequiam business or product, including products in the
      development stage, accept employment or provide services to (including service
      as a member of a board of directors), or establish a business in competition
      with Sequiam.

     

    IV.     
      Compensation

     

    A. 
      Retainer

     

    Sequiam
      shall pay the Director a nonrefundable retainer of $52,000.00 per year during
      the term of this agreement (prorate for the first year $17,333.33) to provide
      the services described in Section I which shall compensate him for all time
      spent preparing for, traveling to (if applicable) and attending board of
      director meetings during the year.  The retainer shall be provided for
      portions of the term less than a full calendar year.  This retainer may be
      revised by action of Sequiam’s Board of Directors from time to time.  Such
      revision shall be effective as of the date specified in the resolution for
      payments not yet made and need not be documented by an amendment to this
      agreement.

     

    B.   
      Stock Options

     

    Subject
      to approval by the Board of Directors, a grant of an option to purchase Sequiam
      common stock, par value $.001 per share, shall be made to the Director. 
The grant shall consist of an option to purchase a specified number of shares
      under the term of Sequiam’s 2003 Non-Employee Directors and Consultants Stock
      Plan or then effective incentive plan.  The specified number of shares for
      a new appointment to the Board shall be 500,000 shares in 2007, which grant
      has
      already been made.  Thirty-three percent of the option shall vest on each
      anniversary of the date of grant.  The amount and terms of the annual
      option grant may be revised by action of Sequiam’s Board of Directors from time
      to time.  Such revision shall be effective as of the date specified in the
      resolution for any grants not yet made and need not be documented by an
      amendment to this agreement.

     

    C.   
      Stock Grant

     

    Subject
      to approval by the Board of Directors, a grant of Sequiam common stock, par
      value $.001 per share, shall be made to the Director.  The 2007 grant shall
      consist of 500,000 shares, which grant has already been made.

     

    D.   
      Payment

     

    Retainer
      payments shall be made quarterly in cash in advance on the first day of each
      accounting quarter.  Additional payments shall be made in arrears.  No
      invoices need be submitted by the Director for payment of the
      retainer. 

     

    E.   
      Expenses

     

    Sequiam
      will reimburse the Director for reasonable expenses approved in advance, such
      approval not to be unreasonably withheld.  Invoices for expenses, with
      receipts attached, shall be submitted. Such invoices must be approved by
      Sequiam’s Chief Financial Officer as to form and completeness.

     

    V.     
      Indemnification and Insurance

     

    Sequiam
      will execute an indemnity agreement in favor of the Director substantially
      in
      the form of the agreement attached hereto as Exhibit B.  In addition,
      Sequiam will provide directors and officers’ liability insurance with minimum
      liability coverage of $5 million.

     

    VI.     
      Term of Agreement

     

    This
      agreement shall be in effect from September 6, 2007 through the last date of
      the
      Director’s current term as a member of Sequiam’s Board of Directors.  This
      agreement shall be automatically renewed on the date of the Director’s
      reelection as a member of Sequiam’s Board of Director’s for the period of such
      new term unless the Board of Directors determines not to renew this
      agreement.   Any amendment to this agreement must be approved by a
      written action of Sequiam’s Board of Directors.  Amendments to Section IV
      Compensation hereof do not require the Director’s consent to be effective. This
      agreement is subject to shareholder approval.

     

    VII.     
      Termination

     

    This
      agreement shall automatically terminate upon the death of the Director or upon
      his resignation or removal from, or failure to win election or reelection to,
      the Sequiam Board of Directors.

     

    In
      the
      event of any termination of this agreement, the Director agrees to return any
      materials transferred to the Director under this agreement except as may be
      necessary to fulfill any outstanding obligations hereunder.  The Director
      agrees that Sequiam has the right of injunctive relief to enforce this
      provision.

     

    Sequiam’s
      obligation in the event of such termination shall be to pay the Director the
      retainer and other payments due through the date of termination.

     

    Termination
      shall not relieve either party of its continuing obligation under this agreement
      with respect to confidentiality of proprietary information.

     

    VIII.     
      Limitation of Liability

     

    Under
      no
      circumstances shall Sequiam be liable to the Director for any consequential
      damages claimed by any other party as a result of representations made by the
      Director with respect to Sequiam which are different from any to those made
      in
      writing by Sequiam.

     

    Furthermore,
      except for the maintenance of confidentiality, neither party shall be liable
      to
      the other for delay in any performance, or for failure to render any performance
      under this agreement when such delay or failure is caused by Government
      regulations (whether or not valid), fire, strike, differences with workmen,
      illness of employees, flood, accident, or any other cause or causes beyond
      reasonable control of such delinquent party.

     

    IX.     
      Confidentiality

     

    The
      Director agrees to sign and abide by Sequiam’s Board of Directors Proprietary
      Information and Inventions Agreement, a copy of which is attached hereto as
      Exhibit A.

     

    X.     
      Resolution of Dispute

     

    Any
      dispute regarding the agreement (including and without limitation to its
      validity, interpretation, performance, enforcement, termination and damages)
      shall be determined in accordance with the laws of the State of California,
      the
      United States of America.  Any action under this paragraph shall not
      preclude any party hereto from seeking injunctive or other legal relief to
      which
      each party may be entitled.

     

    XI.     
      Sole Agreement

     

    This
      agreement (including agreements executed substantially in the form of the
      exhibits attached hereto) supersedes all prior or contemporaneous written or
      oral understandings or agreements, and may not be added to, modified, or waived,
      in whole or in part, except by a writing signed by the party against whom such
      addition, modification or waiver is sought to be asserted.

     

    XII.     
      Assignment

     

    This
      agreement and all of the provisions hereof shall be binding upon and insure
      to
      the benefit of the parties hereto and their respective successors and permitted
      assigns and, except as otherwise expressly provided herein, neither this
      agreement, nor any of the rights, interests or obligations hereunder shall
      be
      assigned by either of the parties hereto without the prior written consent
      of
      the other party.

     

    XIII.     
      Notices

     

    Any
      and
      all notices, requests and other communications required or permitted hereunder
      shall be in writing, registered mail or by facsimile, to each of the parties
      at
      the addresses set forth above or the numbers set forth below:

     

    
      	
              The
                Director:

            	 	
              Attention:

            	 	
              Mr.
                Jake Smith

            	 
	 	 	
              Telephone:

            	 	
              503-699-2158

            	 
	 	 	
              Facsimile:

            	 	
              503-636-0825

            	 
	 	 	 	 	 	 
	
              Sequiam:

            	 	
              Attention:

            	 	
              Mr.
                Nicholas VandenBrekel

            	 
	 	 	
              Telephone:

            	 	
              407-541-0773

            	 
	 	 	
              Facsimile:

            	 	
              407-240-1431

            	 


    

     

    Any
      such
      notice shall be deemed given when received and notice given by registered mail
      shall be considered to have been given on the tenth (10th) day after having
      been
      sent in the manner provided for above.

     

    XIV.     
      Survival of Obligations

     

    Notwithstanding
      the expiration of termination of this agreement, neither party hereto shall
      be
      released hereunder from any liability or obligation to the other which has
      already accrued as of the time of such expiration or termination (including,
      without limitation, Sequiam’s obligation to make any fees and expense payments
      required pursuant to Article IV hereof) or which thereafter might accrue in
      respect of any act or omission of such party prior to such expiration or
      termination.

     

    XV.     
      Severability

     

    Any
      provision of this agreement which is determined to be invalid or unenforceable
      shall not affect the remainder of this agreement, which shall remain in effect
      as though the invalid or unenforceable provision had not been included herein,
      unless the removal of the invalid or unenforceable provision would substantially
      defeat the intent, purpose or spirit of this agreement.

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
      by
      their duly authorized officers, as of the date first written above.

     

    
      	
              Signature:

            	
              ________________

            	 	
              Date:

            	
               _________

            
	 	 
	
              By:

            	 	
              Jake
                Smith

            
	
              Title:

            	 	
              Director

            
	 	 
	
              Sequiam
                Corporation

            
	 	 
	
              Signature:

            	
              ________________

            	 	
              Date:

            	
               _________

            
	 	 
	
              By:

            	 	
              Nicholas
                VandenBrekel

            
	
              Title:

            	 	
              Chairman,
                President and Chief Executive Officer

            
	 	 	 	 	 	 	 


    

     

     

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    EXHIBIT
      A

     

     BOARD
      OF DIRECTORS PROPRIETARY
      INFORMATION

     

    AND
      INVENTIONS AGREEMENT

     

         
      WHEREAS, the parties desire to assure the confidential status of the information
      which may be disclosed by Sequiam to the Director; NOW THEREFORE, in reliance
      upon and in consideration of the following undertaking, the parties agree as
      follows:

     

         
      1.       Subject to the limitations set forth in
      Paragraph 2, all information disclosed by Sequiam to the Director shall be
      deemed to be "Proprietary Information".  In particular, Proprietary
      Information shall be deemed to include any information, process, technique,
      algorithm, program, design, drawing, formula or test data relating to any
      research project, work in process, future development, engineering,
      manufacturing, marketing, servicing, financing or personnel matter relating
      to
      Sequiam, its present or future products, sales, suppliers, customers, employees,
      investors, or business, whether or oral, written, graphic or electronic
      form.

     

         
      2.       The term "Proprietary Information" shall
      not be deemed to include information which the Director can demonstrate by
      competent written proof that; (i) is now, or hereafter becomes, through no
      act
      or failure to act on the part of the Director, generally known or available;
      (ii) is known by the Director at the time of receiving such information as
      evidenced by its records: (iii) is hereafter furnished to the Director by a
      third party, as a matter of right and without restriction on disclosure; or
      (iv)
      is the subject of a written permission to disclose provided by
      Sequiam.

     

         
      3.       The Director shall maintain in trust and
      confidence and not disclose to any third party or use for any unauthorized
      purpose any Proprietary Information received from Sequiam.  The Director
      may use such Proprietary Information only to the extent required to accomplish
      the purposes of this Agreement.  The Director shall not use Proprietary
      Information for any purpose or in any manner which would constitute a violation
      of any laws or regulations, including without limitation the export control
      laws
      of the United States.  No other rights of licenses to trademarks,
      inventions, copyrights, or patents are implied or granted under this
      Agreement.

     

         
      4.       Proprietary Information supplied shall
      not be reproduced in any form except as required to accomplish the intent of
      this Agreement.

     

         
      5.       The Director represents and warrants that
      he shall protect the Proprietary Information received with at least the same
      degree of care used to protect its own Proprietary Information from unauthorized
      use or disclosure.  The Director shall advise its employees or agents who
      might have access to such Proprietary Information of the confidential nature
      thereof and shall obtain from each of such employers and agents an agreement
      to
      abide by the terms of this Agreement.  The Director shall not disclose any
      Proprietary Information to any officer, employee or agent who does not have
      a
      need for such information.

     

         
      6.       All Proprietary Information (including
      all copies thereof) shall remain in the property of Sequiam, and shall be
      returned to Sequiam after Director's need for it has expired, or upon request
      of
      Sequiam, and in any event, upon completion or termination of this
      Agreement.

     

         
      7.       Notwithstanding any other provision of
      this Agreement, disclosure of Proprietary Information shall not be precluded
      if
      such disclosure:

     

    (a)  
      is in response to a valid order of a court or other governmental body of the
      United States or any political subdivision thereof; provided, however, that
      the
      responding party shall first have given notice to the other party hereto and
      shall have made a reasonable effort to obtain a protective order requiring
      that
      the Proprietary Information so disclosed be used only for the purpose for which
      the order was issued;

     

    (b)  
      is otherwise required by law; or

     

    (c)  
      is otherwise necessary to establish rights or enforced obligations under this
      Agreement, but only to the extent that any such disclosure is
      necessary.

     

         
      8.       This Agreement shall continue in full
      force and effect for so long as the Director continues to receive Proprietary
      Information.  This Agreement may be terminated at any time upon thirty (30)
      days written notice to the other party.  The termination of the Agreement
      shall not relieve the Director of the obligations imposed by Paragraphs 3,
      4, 5
      and 12 of this Agreement with respect to Proprietary information disclosed
      prior
      to the effective date of such termination and the provisions of these Paragraphs
      shall survive the termination of this Agreement for a period of five (5) years
      from the date of such termination.

     

         
      9.       The Director agrees to indemnify Sequiam
      for any loss or damage suffered as a result of any breach by the Director of
      the
      terms of this Agreement, including any reasonable fees incurred by Sequiam
      in
      the collection of such indemnity.

     

         
      10.      This Agreement shall be governed by the laws
      of the State of California as those laws are applied to contracts entered into
      and to be performed entirely in California by California residents.

     

         
      11.      This Agreement contains the final, complete
      and exclusive agreement of the parties relative to the subject matter hereof
      and
      may not be changed, modified, amended or supplemented except by a written
      instrument signed by both parties.

     

         
      12.      Each party hereby acknowledges and agrees that
      in the event of any breach of this Agreement by the Director, including, without
      limitation, an actual or threatened disclosure of Proprietary Information
      without the prior express written consent of Sequiam, Sequiam will suffer an
      irreparable injury, such that no remedy at law will afford it adequate
      protection against, or appropriate compensation for, such injury. 
Accordingly, each party hereby agrees that Sequiam shall be entitled to specific
      performance of the Director's obligations under this Agreement, as well as
      such
      further injunctive relief as may be granted by a court of competent
      jurisdiction.

     

    
      	
              AGREED
                TO:

            	 	
              AGREED
                TO:

            
	
              Sequiam
                Corporation

            	 	
              Mr.
                Jake Smith

            
	
              300
                Sunport Lane

            	 	
              17367
                Cardinal Drive

            
	
              Orlando,
                FL 32809

            	 	
              Lake
                Oswego, OR 97034

            


    

    


    
      	
              By:

            	
              ________________

            	 	
              By:

            	
               _______________

            
	
              Name:

            	
              Nicholas
                VandenBrekel

            	 	
              Name:

            	
              Jake
                Smith

            
	
              Title:

            	
              Chairman,
                President & CEO

            	 	
              Title:

            	
              Director

            


    

     

     

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    EXHIBIT
      B

     

    INDEMNITY
      AGREEMENT

     

    THIS
      AGREEMENT is made and entered into this 6th day of September, 2007 by
      and between SEQUIAM CORPORATION, a California corporation (the
“Corporation”), and Jake Smith (“Agent”).

     

    RECITALS

     

    WHEREAS,
      Agent performs a valuable service to the Corporation in his capacity
      as
      Director of the Corporation;

     

    WHEREAS,
      the stockholders of the Corporation have adopted bylaws (the “Bylaws”)
      providing for the indemnification of the directors, officers, employees and
      other agents of the Corporation, including persons serving at the request of
      the
      Corporation in such capacities with other corporations or enterprises, as
      authorized by the California General Corporation Law, as amended (the
“Code”);

     

    WHEREAS,
      the Bylaws and the Code, by their non-exclusive nature, permit
      contracts between the Corporation and its agents, officers, employees and other
      agents with respect to indemnification of such persons; and

     

    WHEREAS,
      in order to induce Agent to continue to serve as Director of the
      Corporation, the Corporation has determined and agreed to enter into this
      Agreement with Agent;

     

    NOW,
      THEREFORE, in consideration of Agent’s continued service as Director
      after the date hereof, the parties hereto agree as follows:

     

    AGREEMENT

     

    1.
      Services to the Corporation. Agent will serve, at the will of the
      Corporation or under separate contract, if any such contract exists, as Director
      of the Corporation or as a director, officer or other fiduciary of an affiliate
      of the Corporation (including any employee benefit plan of the Corporation)
      faithfully and to the best of his ability so long as he is duly elected and
      qualified in accordance with the provisions of the Bylaws or other applicable
      charter documents of the Corporation or such affiliate; provided, however,
that Agent may at anytime and for any reason resign from such position
      (subject to any contractual obligation that Agent may have assumed apart from
      this Agreement) and that the Corporation or any affiliate shall have no
      obligation under this Agreement to continue Agent in any such
      position.

     

    2.
      Indemnity of Agent. The Corporation hereby agrees to hold harmless and
      indemnify Agent to the fullest extent authorized or permitted by the provisions
      of the Bylaws and the Code, as the same may be amended from time to time (but,
      only to the extent that such amendment permits the Corporation to provide
      broader indemnification rights than the Bylaws or the Code permitted prior
      to
      adoption of such amendment).

     

    3.
      Additional Indemnity. In addition to and not in limitation of the
      indemnification otherwise provided for herein, and subject only to the
      exclusions set forth in Section 4 hereof, the Corporation hereby further agrees
      to hold harmless and indemnify Agent:

     

    (a)
      against any and all expenses (including attorneys’ fees), witness fees,
      damages, judgments, fines and amounts paid in settlement and any other amounts
      that Agent becomes legally obligated to pay because of any claim or claims
      made
      against or by him in connection with any threatened, pending or completed
      action, suit or proceeding, whether civil, criminal, arbitrational,
      administrative or investigative (including an action by or in the right of
      the
      Corporation) to which Agent is, was or at any time becomes a party, or is
      threatened to be made a party, by reason of the fact that Agent is, was or
      at
      any time becomes a director, officer, employee or other agent of Corporation,
      or
      is or was serving or at any time serves at the request of the Corporation as
      a
      director, officer, employee or other agent of another corporation, partnership,
      joint venture, trust, employee benefit plan or other enterprise;
      and

     

    (b)
      otherwise to the fullest extent as may be provided to Agent by the
      Corporation under the non-exclusivity provisions of the Code and Section 41
      of
      the Bylaws.

     

    4.
      Limitations on Additional Indemnity. No indemnity pursuant to Section 3
      hereof shall be paid by the Corporation:

     

    (a)
      on account of any claim against Agent solely for an accounting of
      profits made from the purchase or sale by Agent of securities of the Corporation
      pursuant to the provisions of Section 16(b) of the Securities Exchange Act
      of
      1934 and amendments thereto or similar provisions of any federal, state or
      local
      statutory law;

     

    (b)
      on account of Agent’s conduct that is established by a final judgment
      as knowingly fraudulent or deliberately dishonest or that constituted willful
      misconduct;

     

    (c)
      on account of Agent’s conduct that is established by a final judgment
      as constituting a breach of Agent’s duty of loyalty to the Corporation or
      resulting in any personal profit or advantage to which Agent was not legally
      entitled;

     

    (d)
      for which payment is actually made to Agent under a valid and
      collectible insurance policy or under a valid and enforceable indemnity clause,
      bylaw or agreement, except in respect of any excess beyond payment under such
      insurance, clause, bylaw or agreement;

     

    (e)
      if indemnification is not lawful (and, in this respect, both the
      Corporation and Agent have been advised that the Securities and Exchange
      Commission believes that indemnification for liabilities arising under the
      federal securities laws is against public policy and is, therefore,
      unenforceable and that claims for indemnification should be submitted to
      appropriate courts for adjudication); or

     

    (f)
      in connection with any proceeding (or part thereof) initiated by Agent,
      or any proceeding by Agent against the Corporation or its directors, officers,
      employees or other agents, unless (i) such indemnification is expressly required
      to be made by law, (ii) the proceeding was authorized by the Board of Directors
      of the Corporation, (iii) such indemnification is provided by the Corporation,
      in its sole discretion, pursuant to the powers vested in the Corporation under
      the Code, or (iv) the proceeding is initiated pursuant to Section 9
      hereof.

     

    5.
      Continuation of Indemnity. All agreements and obligations of the
      Corporation contained herein shall continue during the period Agent is a
      director, officer, employee or other agent of the Corporation (or is or was
      serving at the request of the Corporation as a director, officer, employee
      or
      other agent of another corporation, partnership, joint venture, trust, employee
      benefit plan or other enterprise) and shall continue thereafter so long as
      Agent
      shall be subject to any possible claim or threatened, pending or completed
      action, suit or proceeding, whether civil, criminal, arbitrational,
      administrative or investigative, by reason of the fact that Agent was serving
      in
      the capacity referred to herein.

     

    6.
      Partial Indemnification. Agent shall be entitled under this Agreement
      to indemnification by the Corporation for a portion of the expenses (including
      attorneys’ fees), witness fees, damages, judgments, fines and amounts paid in
      settlement and any other amounts that Agent becomes legally obligated to pay
      in
      connection with any action, suit or proceeding referred to in Section 3 hereof
      even if not entitled hereunder to indemnification for the total amount thereof,
      and the Corporation shall indemnify Agent for the portion thereof to which
      Agent
      is entitled.

     

    7.
      Notification and Defense of Claim. Not later than thirty (30) days
      after receipt by Agent of notice of the commencement of any action, suit or
      proceeding, Agent will, if a claim in respect thereof is to be made against
      the
      Corporation under this Agreement, notify the Corporation of the commencement
      thereof; but the omission so to notify the Corporation will not relieve it
      from
      any liability which it may have to Agent otherwise than under this Agreement.
      With respect to any such action, suit or proceeding as to which Agent notifies
      the Corporation of the commencement thereof:

     

    (a)  
      the Corporation will be entitled to participate therein at its own
      expense;

     

    (b)  
      except as otherwise provided below, the Corporation may, at its option
      and jointly with any other indemnifying party similarly notified and electing
      to
      assume such defense, assume the defense thereof, with counsel reasonably
      satisfactory to Agent. After notice from the Corporation to Agent of its
      election to assume the defense thereof, the Corporation will not be liable
      to
      Agent under this Agreement for any legal or other expenses subsequently incurred
      by Agent in connection with the defense thereof except for reasonable costs
      of
      investigation or otherwise as provided below. Agent shall have the right to
      employ separate counsel in such action, suit or proceeding but the fees and
      expenses of such counsel incurred after notice from the Corporation of its
      assumption of the defense thereof shall be at the expense of Agent unless (i)
      the employment of counsel by Agent has been authorized by the Corporation,
      (ii)
      Agent shall have reasonably concluded, and so notified the Corporation, that
      there is an actual conflict of interest between the Corporation and Agent in
      the
      conduct of the defense of such action or (iii) the Corporation shall not in
      fact
      have employed counsel to assume the defense of such action, in each of which
      cases the fees and expenses of Agent’s separate counsel shall be at the expense
      of the Corporation. The Corporation shall not be entitled to assume the defense
      of any action, suit or proceeding brought by or on behalf of the Corporation
      or
      as to which Agent shall have made the conclusion provided for in clause (ii)
      above; and

     

    (c)  
      the Corporation shall not be liable to indemnify Agent under this
      Agreement for any amounts paid in settlement of any action or claim effected
      without its written consent, which shall not be unreasonably withheld. The
      Corporation shall be permitted to settle any action except that it shall not
      settle any action or claim in any manner which would impose any penalty or
      limitation on Agent without Agent’s written consent, which may be given or
      withheld in Agent’s sole discretion.

     

    8.
      Expenses. The Corporation shall advance, prior to the final disposition
      of any proceeding, promptly following request therefor, all expenses incurred
      by
      Agent in connection with such proceeding upon receipt of an undertaking by
      or on
      behalf of Agent to repay said amounts if it shall be determined ultimately
      that
      Agent is not entitled to be indemnified under the provisions of this Agreement,
      the Bylaws, the Code or otherwise.

     

    9.
      Enforcement. Any right to indemnification or advances granted by this
      Agreement to Agent shall be enforceable by or on behalf of Agent in any court
      of
      competent jurisdiction if (i) the claim for indemnification or advances is
      denied, in whole or in part, or (ii) no disposition of such claim is made within
      ninety (90) days of request therefor. Agent, in such enforcement action, if
      successful in whole or in part, shall be entitled to be paid also the expense
      of
      prosecuting his claim. It shall be a defense to any action for which a claim
      for
      indemnification is made under Section 3 hereof (other than an action brought
      to
      enforce a claim for expenses pursuant to Section 8 hereof, provided that
the required undertaking has been tendered to the Corporation) that
      Agent
      is not entitled to indemnification because of the limitations set forth in
      Section 4 hereof. Neither the failure of the Corporation (including its Board
      of
      Directors or its stockholders) to have made a determination prior to the
      commencement of such enforcement action that indemnification of Agent is proper
      in the circumstances, nor an actual determination by the Corporation (including
      its Board of Directors or its stockholders) that such indemnification is
      improper shall be a defense to the action or create a presumption that Agent
      is
      not entitled to indemnification under this Agreement or otherwise.

     

    10.
      Subrogation. In the event of payment under this Agreement, the
      Corporation shall be subrogated to the extent of such payment to all of the
      rights of recovery of Agent, who shall execute all documents required and shall
      do all acts that may be necessary to secure such rights and to enable the
      Corporation effectively to bring suit to enforce such rights.

     

    11.
      Non-Exclusivity of Rights. The rights conferred on Agent by this
      Agreement shall not be exclusive of any other right which Agent may have or
      hereafter acquire under any statute, provision of the Corporation’s Certificate
      of Incorporation or Bylaws, agreement, vote of stockholders or directors, or
      otherwise, both as to action in his official capacity and as to action in
      another capacity while holding office.

     

    12.
      Survival of Rights.

     

    (a)  
      The rights conferred on Agent by this Agreement shall continue after
      Agent has ceased to be a director, officer, employee or other agent of the
      Corporation or to serve at the request of the Corporation as a director,
      officer, employee or other agent of another corporation, partnership, joint
      venture, trust, employee benefit plan or other enterprise and shall inure to
      the
      benefit of Agent’s heirs, executors and administrators.

     

    (b)  
      The Corporation shall require any successor (whether direct or
      indirect, by purchase, merger, consolidation or otherwise) to all or
      substantially all of the business or assets of the Corporation, expressly to
      assume and agree to perform this Agreement in the same manner and to the same
      extent that the Corporation would be required to perform if no such succession
      had taken place.

     

    13.
      Separability. Each of the provisions of this Agreement is a separate
      and distinct agreement and independent of the others, so that if any provision
      hereof shall be held to be invalid for any reason, such invalidity or
      unenforceability shall not affect the validity or enforceability of the other
      provisions hereof. Furthermore, if this Agreement shall be invalidated in its
      entirety on any ground, then the Corporation shall nevertheless indemnify Agent
      to the fullest extent provided by the Bylaws, the Code or any other applicable
      law.

     

    14.
      Governing Law. This Agreement shall be interpreted and enforced in
      accordance with the laws of the State of Florida.

     

    15.
      Amendment and Termination. No amendment, modification, termination or
      cancellation of this Agreement shall be effective unless in writing signed
      by
      both parties hereto.

     

    16.
      Identical Counterparts. This Agreement may be executed in one or more
      counterparts, each of which shall for all purposes be deemed to be an original
      but all of which together shall constitute but one and the same Agreement.
      Only
      one such counterpart need be produced to evidence the existence of this
      Agreement.

     

    17.
      Headings. The headings of the sections of this Agreement are inserted
      for convenience only and shall not be deemed to constitute part of this
      Agreement or to affect the construction hereof.

     

    18.
      Notices. All notices, requests, demands and other communications
      hereunder shall be in writing and shall be deemed to have been duly given (i)
      upon delivery if delivered by hand to the party to whom such communication
      was
      directed or (ii) upon the third business day after the date on which such
      communication was mailed if mailed by certified or registered mail with postage
      prepaid:

     

    (a)  
      If to Agent, to:  17367 Cardinal Drive, Lake Oswego, OR
      97034

     

    (b)  
      If to the Corporation, to:

     

    SEQUIAM
      CORPORATION

     

    300
      Sunport Lane, Orlando, FL 32809

     

    or
      to
      such other address as may have been furnished to Agent by the
      Corporation.

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement on and
      as of the day and year first above written.

     

    
      	
              SEQUIAM
                CORPORATION

            	 
	 	 
	
              By:

            	
               ____________________

            	 
	
              Name:
                Nicholas VandenBrekel

            	 
	
              Title
                President & CEO

               

               

            	 
	
              AGENT

            	 
	 	 
	
               _____________________

            	 
	
              Name:
                Jake Smith