March
      1,
      2005





Mr.
      Kevin
      Henderson


655
      Davis
      Road


League
      City, TX 77573





Dear
      Mr.
      Henderson:





Sequiam
      Biometrics, Inc. (“the Company”) is pleased to offer you the position of Vice
      President Product Development with an effective start date of March 1, 2005.





As
      Vice
      President Product Development you will serve
      the
      Company faithfully, diligently and to the best of your ability, under the
      direction of the CTO of the Company. You will render such services during the
      term of employment from your present location in Houston, Texas, although you
      may be required to travel at company’s expense to the Company’s principal place
      of business, or at such alternate locations as may be agreed upon with the
      CTO,
      and you will devote all of your business time to the performance of your duties.





You
      will
      have such duties and powers as
      generally pertain to the office of Vice President Product Development for both
      product development and business development of said products, subject to the
      control of the CTO. The
      precise services and duties that you are obligated to perform may from time
      to
      time be changed, amended, extended or curtailed by the CTO of the
      Company.





The
      Term
      of your employment shall commence on March 1, 2005 and continue thereafter
      for a
      term of two (2) years, or earlier terminated subject to the terms and conditions
      set forth below.





The
      Company will pay you a minimum annual salary of thirty-six thousand dollars
      ($36,000.00), payable in equal installments at the end of such regular payroll
      accounting periods as are established by the Company.





Incentive
      Stock Options will be granted for 500,000 common shares of the Sequiam
      Corporation at the market price as of the date of employment in accordance
      with
      the Sequiam Corporation 2003 Employee Stock Incentive Plan. The options will
      vest in three equal amounts over a three (3) year period. Vesting may be
      accelerated based upon reaching agreed upon stock price goals during the
      three-year term of employment, as follows: 1/3 of the options will vest upon
      the
      stock reaching $1.14 (sustained for a period of at least 1 calendar month),
      2/3
      when stock reaches $2.29 per share (sustained for a period of at least 1
      calendar month), and 100% vesting when the stock reaches $3.43 per share in
      keeping with a five-year goal of reaching $15.00 per share. The stock must
      average the indicated prices for 1 calendar month before the goal is considered
      met.








300
      Sunport Lane • Orlando, Florida 32809


Phone:
      407.541.0773 • Fax: 407.240.1431


www.sequiam.com •
      sales@sequiam.com








The
      strike price at which employee shall be entitled to exercise the option to
      purchase the subject 500,000 shares shall be the closing price at which the
      company stock is sold on March 1, 2005, with the agreement being that the
      options will be exercisable at any time prior to the option expiration. The
      options will be viable and exercisable in accordance with the plan. One third
      (1/3 rd )
      of the
      options will be issued one (1) year from the date of employee’s first date of
      employment, one third (1/3 rd )
      two (2)
      years from the first date of employee’s employment, and the remaining one third
      (1/3 rd )
      three
      (3) years from the first date of employee’s employment, unless sooner issued as
      set forth in the vesting schedule, with the terms “vesting date” and “issuance
      date” having the same meaning.





In
      addition, the Company may adjust the salary upward from time to time, and award
      bonuses in cash, or other property and services.





During
      the term of employment, you shall be entitled to participate in all medical
      and
      other employee benefit plans, including vacation, sick leave, retirement
      accounts, profit sharing, stock option plans, stock appreciation rights, and
      other employee benefits, provided by the Company to employees of the same or
      similar hierarchy.





The
      Company shall reimburse you for reasonable and necessary expenses incurred
      by
      you on behalf of the Company in the performance of your duties provided that
      such expenses are adequately documented in accordance with the Company's written
      policies, which the company will provide to you in advance of your incurring
      such expense.





You
      will
      devote as much of your business and professional time and effort, attention,
      knowledge, and skill to the management, supervision and direction of the
      Company’s business and affairs as is necessary to ensure the success of the
      Company as determined solely by the CTO. You may not, during the term of
      employment be interested directly or indirectly, in any manner, as partner,
      officer, director, advisor, employee or in any other capacity in any other
      business; except that nothing shall prevent or limit your right to invest any
      of
      your surplus funds in the capital stock or other securities of any company
      or
      limited partnership, or whose stock or securities are publicly owned or are
      regularly traded on any public exchange; nor shall anything herein prevent
      you
      from investing or limit your right to invest your surplus funds in real estate;
      nor shall anything herein prevent you from serving in a volunteer capacity
      as
      officer, director, or advisor for professional or charitable organizations
      with
      which you are or may become affiliated. You will be able to provide support
      to
      prior obligations of projects sold to other companies upon disclosure to and
      agreement with the CTO.





Your
      employment can be terminated for cause. The Company shall have no obligations
      beyond thirty days notice in the case of termination by cause. Incentive Stock
      Options vested at date of termination may be exercised in accordance with the
      Sequiam Company 2003 Employee Stock Incentive Plan. Termination for cause shall
      be defined as, and limited to gross dereliction of executive duties, including
      your intentional violation of any written company policies, which violation
      causes the Company substantial damage, violation of any federal or state laws
      that materially impact the company’s financial performance, its reputation or
      relationships with customers.





The
      CEO
      may, at his sole discretion, terminate for reasons other than cause at any
      time
      with thirty days notice. Such reasons may include a desire to restructure the
      management team or change the executive’s role within the Company. Under such
      conditions, the company’s sole obligation is to fully vest all 500,000 shares of
      Incentive Stock Options, which may then be exercised and sold in accordance
      with
      any governing law.





You
      shall
      not, in any manner, for any reasons, either directly or indirectly, divulge
      or
      communicate to any person, firm or company, any confidential information
      concerning any matters not generally known in the biometrics industry or
      otherwise made public by the Company which affects or relates to the Company’s
      business, finances, marketing and operations, research, development, inventions,
      products, designs, plans, procedures, or other data (collectively, “Confidential
      Information”) except in the ordinary course of business or as required by
      applicable law.








300
      Sunport Lane • Orlando, Florida 32809


Phone:
      407.541.0773 • Fax: 407.240.1431


www.sequiam.com •
      sales@sequiam.com








You
      further agree that all documents and materials furnished to you by the Company
      and relating to the Company’s business or prospective business are and shall
      remain the exclusive property of the Company as the case may be. You shall
      deliver all such documents and materials to the Company upon demand and in
      any
      event upon expiration or earlier termination of your employment. Any payment
      of
      sums due and owing to you by the Company upon such expiration or earlier
      termination shall be conditioned upon returning all such documents and
      materials, and you expressly authorizes the Company to withhold any payments
      due
      and owing pending return of such documents and materials.





All
      ideas, inventions, and other developments or improvements conceived or reduced
      to practice by you, alone or with others, during the term of your employment,
      whether or not during working hours, that are within the scope of the business
      of the Company or that relate to or result from any of the Company’s work or
      projects or the services provided by Employee to the Company pursuant to this
      Agreement, shall be the exclusive property of the Company. Employee agrees
      to
      assist the Company during the term, at the Company’s expense, to obtain patents
      and copyrights on any such ideas, inventions, writings, and other developments,
      and agrees to execute all documents necessary to obtain such patents and
      copyrights in the name of the Company.





Welcome
      to Sequiam Biometrics, Inc. We look forward to many successful years
      together.





Sincerely,








Nick
      VandenBrekel


CEO








*Accepted
      and agreed to:*








Kevin
                Henderson
            
            Date








300
      Sunport Lane • Orlando, Florida 32809


Phone:
      407.541.0773 • Fax: 407.240.1431


www.sequiam.com •
      sales@sequiam.com