Exhibit 4.1

                                                                               Exhibit
    4.1

    AMENDED
      AND RESATED STOCK
      PURCHASE AGREEMENT

     

    AMENDED
      AND RESATED STOCK
      PURCHASE AGREEMENT
      (this
“Agreement”),
      entered into as of and effective the 8th day of January
      2007,
      by and
      among Sequiam
      Corporation.,
      a
California
      corporation
      (the “Buyer”)
      and
Shixiong
      Chen (the
      “Shareholders”
or
      “Sellers”),
      and
Magstone
      Innovation,
      Inc.
      a
      foreign owned Chinese corporation (the “Company”
or
      “Magstone”)
      operating at Room 508, Tianan
      Hi-Tech Venture Center, No. 730,Yingbin Road, Panyu
      District, Guangzhou,China,511400;

    


    W
      I T N E S S E T H:

     

    WHEREAS,
      the
      Company is engaged in the business of the manufacturing, assembling, packaging
      and sale of biometric technology products (the “Business”);
      and

     

    WHEREAS,
      the
      Shareholder,
      is
      the
      recorded owner of one hundred percent (100%) of the issued and outstanding
      capital stock of the Company (the “Stock”);
      and


     

    WHEREAS,
      the
      Buyer desires to purchase from the Shareholders, and the Shareholders desire
      to
      sell to the Buyer, upon the terms and subject to the conditions set forth in
      this Agreement the Stock in Exhibit A hereto, and through such Stock a majority
      ownership interest in the Business as a going concern; and

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual covenants herein contained, the
      parties hereby agree as of the date hereof, as follows:

     

    1.  RECITALS.
      The
      foregoing recitals are true and accurate and by this reference incorporated
      herein.

     

    2.  ACQUISITION
      OF THE STOCK; CONSIDERATION.

     

    2.1  Purchase
      and Sale of Stock.  Subject
      to the terms and conditions of this Agreement, at the Closing (defined below)
      the Buyer shall purchase and acquire from the Shareholders, and the Shareholder
      shall sell and transfer to the Buyer eighty
      percent (80%) of the
      Stock
of
      the
      Company (“Purchase Shares”),
      in
      exchange for the consideration provided in Section 2.2. In furtherance thereof,
      the Shareholders shall deliver the certificates representing all of their Stock
      (duly endorsed for transfer or accompanied by stock powers executed in blank
      for
      transfer) to Buyer at Closing.

     

    2.2  Consideration..
      In
      exchange for the
      Purchase Shares
      owned by
the
      Shareholder, the
      Buyer
will
      issue and deliver to the Shareholder an
      Installment Note Payable in the amount of $150,000 bearing interest at 8% per
      annum, payable in three quarterly installments of $50,000 beginning April 1,
      2007.
      The note
      is secured by the Magstone shares. Buyer will also agree to repay
      Company’s
      debt to
      ETI Hong Kong for HKD 1,400,000 (approximately $180,000 USD).
      As
      additional consideration, the Company will distribute to the shareholder prior
      to closing the following: Magstone Trademarks and Magstone’s 30% ownership in
      the Chinese Joint Venture
      known as New Era Biometrics,
      except
      that the Company will receive from the shareholder a 9% interest in the
      distributions received by the shareholder from the Joint Venture for so long
      as
      Shixiong Chen serves as President of the Company.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.  CLOSING.

     

    3.1  Closing. 
      Subject
      to the conditions stated in Section 8 and Section 9 and a successful due
      diligence of Magstone’s existing business as deemed so by Sequiam Biometrics,
      Inc., the closing of the transactions contemplated hereby (the “Closing”)
      shall
      be held at 10:00 a.m., Eastern Time, on January
      8,
      2007,
      or if
      the conditions set forth in Section 8 or Section 9 have not been satisfied
      or
      waived on such date, on the fifth (5th)
      business day after all such conditions have been satisfied or waived (the
“Outside
      Closing Date”),
      at
      the offices of Sequiam
      Corporation.
      300
      Sunport Lane,
      Orlando, Florida 32809,
      or at
      such other location, or such earlier or later date or time as the parties may
      mutually agree. The date upon which the Closing occurs is hereinafter referred
      to as the “Closing
      Date.”
      

     

    3.2  Deliveries
      by the Shareholder.
      At or
      prior to the Closing, the Shareholders shall deliver to the Buyer:

     

    (a)  stock
      certificates representing the 80%
      of the
      Stock owned by the sole Shareholder in Magstone, duly endorsed by the
      Shareholders or accompanied by executed stock powers;

     

    (b) a
      certificate executed by each Shareholder to the effect that the conditions
      set
      forth in Section 8 have been satisfied;

     

    (c) any
      other
      documents or instruments deemed reasonably necessary by Buyer or Shareholder
      to
      consummate the transactions contemplated hereby.

     

    3.3  Deliveries
      by Buyer.

     

    (a)  the
      Promissory
      Note
      issued
      in the name of the sole Shareholder as set forth on Exhibit
      A
      hereto,;

     

    (b) a
      certificate executed by the Buyer to the effect that the conditions set forth
      in
      Section 9 have been satisfied;

     

    (c) a
      copy of
      resolutions adopted by Buyer’s Board of Directors authorizing the transactions
      contemplated herein and the issuance of the Sequiam Shares;

     

    (d) a
      certificate of corporate name change from Magstone Innovation, Inc. to Sequiam
      East, Inc.

     

    (e) any
      other
      documents or instruments deemed reasonably necessary by Buyer or Shareholder
      to
      consummate the transactions contemplated hereby.

     

    3.4  Ancillary
      Documents.
      The
      following documents may be sometimes referred to herein collectively as the
      “Ancillary
      Documents”:
      any or
      all other agreements, instruments or documents required or expressly provided
      under this Agreement to be executed and delivered in connection with the
      transactions contemplated by this Agreement.

     

    
      
        
        

      

      
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    3.5  Allocation
      of Closing Costs.
      All
      expenses incurred by the Buyer or the Shareholders in connection with the
      transactions contemplated hereby, including legal, financial advisory,
      accounting, and other expert fees, shall be the responsibility of and for the
      account of the party who ordered the particular service or incurred the
      particular expense.

     

    4.  REPRESENTATIONS
      AND WARRANTIES OF THE
      SHAREHOLDER.

     

    In
      connection with the sale of the Stock to the Buyer, the Shareholder
      represents
      and
      warrants
      to the
      Buyer as follows;

     

    4.1  Title
      to the Stock.
      The
      Shareholder is the valid and lawful record and beneficial owner of all of the
      Purchase
      Shares of the Company all
      of
      which has been duly authorized and validly issued and is fully paid and
      non-assessable, and is free and clear of all pledges, liens, claims, charges,
      options, calls, encumbrances, restrictions and assessments whatsoever (except
      any restrictions which may be created by operation of state or federal
      securities laws). On the Closing Date, the Buyer shall receive from the
      Shareholder good, valid and marketable title to all of the
      Purchase Shares
      hereto
      free and clear of all pledges, liens, claims, charges, options, calls,
      encumbrances, restrictions and assessments whatsoever (except any restrictions
      which may be created by operation of state or federal securities
      laws).

     

    4.2 Rights
      to Acquire Capital Stock.
      To the
      best of Shareholder’s knowledge, there are no outstanding subscriptions,
      options, rights, warrants, convertible securities or other agreements or calls,
      demands or commitments obligating the Company to issue, transfer or purchase
      any
      shares of its capital stock, or obligating the Shareholder to transfer any
      shares of Stock. 

     

    4.3 Valid
      and Binding Agreement; No Breach.
      

     

    (a)  The
      Shareholder has full legal right, power and authority to execute and deliver
      this Agreement and to consummate the transactions contemplated hereby. This
      Agreement constitutes the legal, valid and binding obligations of the
      Shareholder, enforceable against the Shareholder in accordance with their
      respective terms, except as such enforcement may be limited by general equitable
      principles or by applicable bankruptcy, insolvency, reorganization or other
      laws
      and judicial decisions from time to time in effect which affect creditors’
rights generally.

     

    4.4 Affiliated
      Transactions.
      Other
      than as disclosed in this Agreement the Company is not
      a
      debtor
      or creditor of the Shareholder, nor is
      the
      Company subject to any agreement between either of them and the Shareholder.
      

     

    4.5 Brokers.
      No
      broker or finder is involved in this transaction or is entitled to receive
      a
      fee, commission or other compensation from the Shareholder or the Company with
      respect to the transactions contemplated in this Agreement.

     

    4.6 Organization,
      Good Standing and Qualification.
      The
      Company is a corporation, and is duly organized, validly existing and in good
      standing under the laws of its jurisdiction of organization. The Company has
      the
      corporate power and authority to own and operate its properties and assets,
      to
      execute and deliver this Agreement. 

     

    
      
        
        

      

      
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    4.7 Authorization;
      Binding Obligations.
      All
      corporate action on the part of the Company (including the respective officers
      and directors) necessary for the authorization of this Agreement and the Related
      Agreements, and the performance of all obligations of the Company has been
      taken
      or will be taken prior to the Closing. This Agreement and the other Related
      Agreements, when executed and delivered and to the extent it is a party thereto,
      will be valid and binding obligations of each of the Company.

     

    4.8 Liabilities.
      The
      Company has no contingent liabilities, except current liabilities incurred
      in
      the ordinary course of business and liabilities disclosed in its financial
      statements.

     

    4.9 Obligations
      to Related Parties.
      There
      are no obligations of the Company to officers, directors, stockholders or
      employees of the Company or any of its Subsidiaries other than:

     

    (a) for
      payment of salary for services rendered and for bonus payments;

     

    (b) reimbursement
      for reasonable expenses incurred on behalf of the Company and its
      Subsidiaries;

     

    (c) for
      other
      standard employee benefits made generally available to all employees;
      and

     

    (d) obligations
      listed in the Company's financial statements.

     

    4.10 Title
      to Properties and Assets; Liens, Etc.
      The
      Company has good and marketable title to its properties and assets, and good
      title to its leasehold estates, in each case subject to no mortgage, pledge,
      lien, lease, encumbrance or charge, other than:

     

    (a) those
      resulting from taxes which have not yet become delinquent;

     

    (b) minor
      liens and encumbrances which do not materially detract from the value of the
      property subject thereto or materially impair the operations of the Company
      or
      any of its Subsidiaries; and

     

    (c) those
      that have otherwise arisen in the ordinary course of business.

     

    All
      facilities, machinery, equipment, fixtures, vehicles and other properties owned,
      leased or used by the Company and its Subsidiaries are in good operating
      condition and repair and are reasonably fit and usable for the purposes for
      which they are being used. The Company and its Subsidiaries are in compliance
      with all material terms of each lease to which it is a party or is otherwise
      bound.

     

    
      
        
        

      

      
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    4.11 Intellectual
      Property.

     

    (a) The
      Company owns or possesses sufficient legal rights to all patents, trademarks,
      service marks, trade names, copyrights, trade secrets, licenses, information
      and
      other proprietary rights and processes necessary for its business as now
      conducted and to the Company’s knowledge, as presently proposed to be conducted
      (the "Intellectual Property"), without any known infringement of the rights
      of
      others. There are no outstanding options, licenses or agreements of any kind
      relating to the foregoing proprietary rights, nor is the Company or any of
      its
      Subsidiaries bound by or a party to any options, licenses or agreements of
      any
      kind with respect to the patents, trademarks, service marks, trade names,
      copyrights, trade secrets, licenses, information and other proprietary rights
      and processes of any other person or entity other than such licenses or
      agreements arising from the purchase of "off the shelf" or standard
      products.

     

    (b) The
      Company has not received any communications alleging that the Company or any
      of
      its Subsidiaries has violated any of the patents, trademarks, service marks,
      trade names, copyrights or trade secrets or other proprietary rights of any
      other person or entity, nor is the Company or any of its Subsidiaries aware
      of
      any basis therefore.

     

    (c) The
      Company does not believe it is or will be necessary to utilize any inventions,
      trade secrets or proprietary information of any of its employees made prior
      to
      their employment by the Company or any of its Subsidiaries, except for
      inventions, trade secrets or proprietary information that have been rightfully
      assigned to the Company or any of its Subsidiaries.

     

    4.12 Litigation
      There
      is
      no action, suit, proceeding or investigation pending or, to the Company's
      knowledge, currently threatened against the Company that prevents the Company
      from entering into this Agreement or the Related Agreements, or from
      consummating the transactions contemplated hereby or thereby, or which has
      had,
      or could reasonably be expected to have, either individually or in the
      aggregate, a Material Adverse Effect or any change in the current equity
      ownership of the Company, nor is the Company aware that there is any basis
      to
      assert any of the foregoing. 

     

    4.13 Tax
      Returns and Payments.
      The
      Company has timely filed all tax returns (federal, state and local) required
      to
      be filed by it. All taxes shown to be due and payable on such returns, any
      assessments imposed, and all other taxes due and payable by the Company on
      or
      before the Closing, have been paid or will be paid prior to the time they become
      delinquent. 

     

    4.14 Compliance
      with Laws; Permits.
      The
      Company is not in violation of any applicable statute, rule, regulation, order
      or restriction of any domestic or foreign government or any instrumentality
      or
      agency thereof in respect of the conduct of its business or the ownership of
      its
      properties which has had, or could reasonably be expected to have, either
      individually or in the aggregate, a Material Adverse Effect. No governmental
      orders, permissions, consents, approvals or authorizations are required to
      be
      obtained and no registrations or declarations are required to be filed in
      connection with the execution and delivery of this Agreement or any other
      Related Agreement and the issuance of any of the Securities, except such as
      has
      been duly and validly obtained or filed, or with respect to any filings that
      must be made after the Closing, as will be filed in a timely manner. Each of
      the
      Company and its Subsidiaries has all material franchises, permits, licenses
      and
      any similar authority necessary for the conduct of its business as now being
      conducted by it, the lack of which could, either individually or in the
      aggregate, reasonably be expected to have a Material Adverse
      Effect.

     

    
      
        
        

      

      
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    4.15 Full
      Disclosure.
      The
      Company has provided the Purchaser with all information requested by the
      Purchaser in connection with its decision to purchase the Purchase Shares,
      including all information the Company believes is reasonably necessary to make
      such investment decision. Neither this Agreement, the Related Agreements nor
      any
      other document delivered by the Company to Purchaser or its attorneys or agents
      in connection herewith or therewith or with the transactions contemplated hereby
      or thereby, contain any untrue statement of a material fact nor omit to state
      a
      material fact necessary in order to make the statements contained herein or
      therein, in light of the circumstances in which they are made, not misleading.
      

     

     

    5.  
      REPRESENTATIONS AND WARRANTIES OF THE BUYER.

     

    In
      connection with the Buyer’s purchase of the Stock from the Shareholder, the
      Buyer represents and warrants to the Shareholder as follows:

     

    5.1  Existence. The
      Buyer
      is now, and on the Closing Date will be, a corporation, organized and existing
      and in good standing under the laws of the State of California
      and
      has
      the requisite power and authority to own or lease its properties and to carry
      on
      its business as now being conducted.

     

    5.2  Power
      and Authority.
      The
      Buyer has the power, legal capacity and authority to enter into, and perform
      its
      obligations under this Agreement and the Ancillary Documents. The Buyer has
      taken all action necessary to authorize the execution and delivery of this
      Agreement and the Ancillary Documents, the performance of its obligations
      hereunder and thereunder, and the consummation of the transactions contemplated
      hereby and thereby.

     

    5.3  Enforceability.
      This
      Agreement and the Ancillary Documents have been duly authorized by all necessary
      corporate action, executed and delivered by the Buyer and constitute the legal,
      valid and binding obligation of the Buyer, enforceable against it in accordance
      with its terms, except as the same may be limited by applicable bankruptcy,
      insolvency, reorganization, moratorium or similar laws affecting the enforcement
      of creditors’ rights generally and general equitable principles regardless of
      whether such enforceability is considered in a proceeding at law or in
      equity.

     

    5.4  No
      Default or Consents.
      Neither
      the execution or delivery of this Agreement and the Ancillary Documents by
      Buyer, nor the carrying out of the transactions contemplated hereby
      will
      to the
      Buyer’s knowledge:
      (a) violate
      the Articles of Incorporation or Bylaws of the Buyer
      in any
      material respect;
      (b) materially
      violate,
      conflict with, result in a breach of, constitute a default under (whether with
      or without notice or the lapse of time or both), or accelerate or permit the
      acceleration of the performance required by, or give any other party the right
      to terminate, any material contract or other instrument applicable to Buyer;
      (c) result
      in the creation of any material lien, charge or other encumbrance on any
      property of the Buyer; (d) require
      the Buyer to obtain or make any waiver, consent, action, approval or
      authorization of, or registration, declaration, notice of filing with, any
      private non-governmental third party or any governmental agency, except as
      otherwise required under applicable federal securities laws, or (e) violate
      or conflict with any law, statute, ordinance, rule, regulation, judgment, order,
      injunction, or decree to which the Buyer is a party, or by which the Buyer
      is
      bound
      in any
      material respect.

     

    
      
        
        

      

      
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    5.5  No
      Proceedings.
      No
      suit, action or other proceeding is pending or, to the Buyer’s knowledge,
      threatened by any third party seeking to restrain the Buyer or prohibit Buyer’s
      entry into this Agreement or the Ancillary Documents or prohibit the Closing,
      or
      seeking damages against the Buyer or Buyer’s properties as a result of the
      consummation of this Agreement.

     

    5.6 No
      Other Consideration.
      The only
      consideration being paid by the Buyer for the Stock is the Promissory
      Note
      and no
      other consideration in any form whatsoever (including, but not limited to,
      any
      real or personal property, securities or cash) has been or will be received
      by
      the Buyer in exchange for the Sequiam Shares.

     

    5.7 Brokers.
      No
      broker or finder is involved in connection with this transaction or is entitled
      to receive a fee, commission or other compensation from the Buyer with respect
      to the transactions contemplated in this Agreement.

     

     

    6.  THE
      SHAREHOLDERS’ OBLIGATIONS BEFORE THE CLOSING DATE.

     

    The
      Shareholders, jointly and severally, hereby covenant and agree that, from the
      date hereof until the Closing Date:

     

    6.1  Corporate
      Matters.
      Except
      as otherwise contemplated by this Agreement, neither the Company nor the
      Subsidiary will, without the prior written consent of the Buyer, permit the
      Company or the Subsidiary to:

     

    (a)  amend
      its
      Articles of Incorporation or By-Laws or other applicable governing
      document;

     

    (b)  issue
      any
      shares of the Company’s or Subsidiary’s capital stock;

     

    (c)  issue
      or
      create any warrants, obligations, subscriptions, options, convertible securities
      or other commitments under which any additional shares of the Company’s or
      Subsidiary’s capital stock might be directly or indirectly issued; 

     

    (d)  declare,
      pay, set aside or make any dividend(s) or other distribution(s) of cash or
      other
      property, or redeem any outstanding shares of the Company’s or Subsidiary’s
      capital stock;

     

    (e)  forgive
      any liability or indebtedness owed to the Company or Subsidiary by any
      Shareholder or any of his Affiliates; 

     

    (f)  agree
      to
      do, or take any action in furtherance of, any of the foregoing.

     

    
      
        
        

      

      
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    7.  CONDITIONS
      PRECEDENT TO THE BUYER’S PERFORMANCE.

     

    The
      obligations of the Buyer to consummate the transactions contemplated by this
      Agreement are further subject to the satisfaction, at or before the Closing
      Date, of all the following conditions, any one or more of which may be waived
      in
      writing by the Buyer:

     

    7.1  Accuracy
      of Representations and Warranties; .
      All
      representations and warranties made by the Shareholders in this Agreement,
      in
      any Schedule(s) hereto, and/or in any written statement delivered to the Buyer
      under this Agreement shall be true and correct in all material respects on
      and
      as of the Closing Date as though such representations and warranties were made
      on and as of that date. 

     

    7.2  Performance.
      Each
      Shareholder shall have performed, satisfied and complied with all covenants,
      agreements, and conditions required by this Agreement to be performed, satisfied
      or complied with by the Shareholder on or before the Closing Date.

     

    7.3  Certification.
      The
      Buyer shall have received a certificate, dated the Closing Date, signed by
      each
      Shareholder, certifying, in such detail as the Buyer and its counsel may
      reasonably request, that the conditions specified in Sections 8.1 and 8.2 have
      been fulfilled.

     

    7.4  Absence
      of Litigation.
      No
      action, suit or proceeding by or before any court or any governmental body
      or
      authority, against the Company or pertaining to the transactions contemplated
      by
      this Agreement or their consummation, shall have been instituted on or before
      the Closing Date, which action, suit or proceeding would, if determined
      adversely, have a material adverse effect on the Company, the Subsidiary, their
      business or any material portion of their assets.

     

    7.5  Consents.
      All
      necessary disclosures to and agreements and consents of (a) any parties to
      any material contracts and/or any licensing authorities which are material
      to
      the Company’s business, and (b) any governmental authorities or agencies to
      the extent required in connection with the transactions contemplated by this
      Agreement, shall have been obtained and true and complete copies thereof
      delivered to the Buyer.

     

    7.6  No
      Material Adverse Change.
      On the
      Closing Date, there shall not have occurred any event or condition materially
      and adversely affecting the financial condition, results of operations or
      business prospects of the Company, except for matters resulting from adverse
      changes in economic conditions affecting businesses generally.

     

    7.7  Proceedings
      and Instruments Satisfactory.
      All
      proceedings, corporate or other, to be taken in connection with the transactions
      contemplated by this Agreement, and all documents incidental thereto, shall
      be
      reasonably satisfactory in form and substance to the Buyer and its counsel.
      

     

    8.  CONDITIONS
      PRECEDENT TO THE SHAREHOLDERS PERFORMANCE.

     

    The
      obligations of each Shareholder to consummate the transactions contemplated
      by
      this Agreement are further subject to the satisfaction, at or before the Closing
      Date, of all of the following conditions, any one or more of which may be waived
      in writing by the Shareholders:

     

    
      
        
        

      

      
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    8.1  Accuracy
      of Representations and Warranties.
      All
      representations and warranties made by the Buyer in this Agreement and/or in
      any
      written statement delivered by the Buyer under this Agreement shall be true
      and
      correct in all material respects on and as of the Closing Date as though such
      representations and warranties were made on and as of that date.

     

    8.2  Performance.
      The
      Buyer shall have performed, satisfied and complied with all covenants,
      agreements and conditions required by this Agreement to be performed, satisfied
      or complied with by the Buyer on or before the Closing Date.

     

    8.3  Certification.
      The
      Shareholder shall have received a certificate, dated the Closing Date, signed
      by
      the Buyer, certifying, in such detail as the Shareholder and his counsel may
      reasonably request, that the conditions specified in Sections 9.1 and 9.2 have
      been fulfilled.

     

    8.4  Proceedings
      and Instruments Satisfactory.
      All
      proceedings to be taken in connection with the transactions contemplated by
      this
      Agreement, and all documents incidental thereto, shall be reasonably
      satisfactory in form and substance to the Shareholders and their
      counsel.

     

    9.  [RESERVED].

     

    10.  INDEMNIFICATION.

     

    10.1  Survival.
      The
      representations, warranties, and indemnities of the parties set forth in this
      Agreement or in connection with the transactions contemplated hereby shall
      survive the Closing. 

     

    10.2  Indemnity
      by the Shareholder.
      From
      and after the Closing, each Shareholder, individually and not jointly, hereby
      agrees to indemnify and hold harmless the Buyer and the Company and its
      Shareholders, directors, officers and employees
      and
      agents
      (the
“Buyer
      Indemnified Parties”),
      from
      and against any and all damages, liabilities, obligations, penalties, fines,
      interest, judgments, claims, deficiencies, losses, costs, expenses and
      assessments (including without limitation income and other taxes, interest,
      penalties and attorneys’ and accountants’ fees and disbursements) (“Damages”)
      suffered or incurred by the Buyer Indemnified Parties arising out of, resulting
      from or in any way related to a breach of, or the failure to perform or satisfy
      any of, the representations, warranties, covenants and agreements made by the
      Shareholder in this Agreement, or any certificate delivered by the Shareholder
      at the Closing pursuant hereto.

     

    
      
        
        

      

      
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    10.3  Claims
      for Indemnity.
      For
      purposes of this Article 11, a party making a claim for indemnity under this
      Agreement is hereinafter referred to as an “Indemnified
      Party”
and
      the
      party against whom such claim is asserted is hereinafter referred to as the
      “Indemnifying
      Party.”
All
      claims by any Indemnified Party under this Agreement shall be asserted and
      resolved in accordance with the following provisions. If any claim or demand
      for
      which an Indemnifying Party would be liable to an Indemnified Party is asserted
      against or sought to be collected from such Indemnified Party by such third
      party, said Indemnified Party shall with reasonable promptness notify in writing
      the Indemnifying Party of such claim or demand stating with reasonable
      specificity the circumstances of the Indemnified Party’s claim for
      indemnification; provided, however,
      that
      any failure to give such notice will not waive any rights of the Indemnified
      Party. After receipt by the Indemnifying Party of such notice, then upon
      reasonable notice from the Indemnifying Party to the Indemnified Party, or
      upon
      the request of the Indemnified Party, the Indemnifying Party shall defend,
      manage and conduct any proceedings, negotiations or communications involving
      any
      claimant whose claim is the subject of the Indemnified Party’s notice to the
      Indemnifying Party as set forth above, and shall take all actions necessary,
      including but not limited to the posting of such bond or other security as
      may
      be required by any governmental agency, so as to enable the claim to be defended
      against or resolved without expense or other action by the Indemnified Party.
      Upon request of the Indemnifying Party, the Indemnified Party shall, to the
      extent it may legally do so and to the extent that it is compensated in advance
      by the Indemnifying Party for any costs and expenses thereby incurred, (i)
      take
      such action as the Indemnifying Party may reasonably request in connection
      with
      such action, (ii) allow the Indemnifying Party to dispute such action in the
      name of the Indemnified Party and to conduct a defense to such action on behalf
      of the Indemnified Party, and (iii) render to the Indemnifying Party all such
      assistance as the Indemnifying Party may reasonably request in connection with
      such dispute and defense.

     

    11.  MISCELLANEOUS.

     

    11.1  Effect
      of Headings.
      The
      Article and Section headings used in this Agreement and the titles of the
      Schedules hereto are included for purposes of convenience only, and shall not
      affect the construction or interpretation of any of the provisions hereof or
      of
      the information set forth in such Schedules. Whenever required by the context,
      and as used in this Agreement, the singular number shall include the plural
      and
      pronouns and any variations thereof shall be deemed to refer to the masculine,
      feminine, neuter, singular or plural.

     

    11.2  Entire
      Agreement; Waivers.
      This
      Agreement and the other agreements and instruments referred to herein constitute
      the entire agreement between the parties pertaining to the subject matter
      hereof, and supersede all prior agreements or understandings as to such subject
      matter. No party hereto has made any representation or warranty or given any
      covenant to the other except as set forth in this Agreement, the Schedules
      hereto, and the other agreements and instruments referred to herein. No waiver
      of any of the provisions of this Agreement shall be deemed, or shall constitute,
      a waiver of any other provisions, whether or not similar, nor shall any waiver
      constitute a continuing waiver. No waiver shall be binding unless executed
      in
      writing by the party making the waiver.

     

    11.3  Parties
      in Interest.
      Nothing
      in this Agreement, whether expressed or implied, is intended to confer any
      rights or remedies under or by reason of this Agreement on any persons other
      than the parties to it and their respective heirs, executors, administrators,
      personal representatives, successors and permitted assigns, nor is anything
      in
      this Agreement intended to relieve or discharge the obligations or liability
      of
      any third persons to any party to this Agreement, nor shall any provision give
      any third persons any right of subrogation or action over or against any party
      to this Agreement.

     

    
      
        
        

      

      
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    11.4  Notices.
      All
      notices, requests, demands and other communications under this Agreement shall
      be in writing and shall be deemed to have been duly given on the date of service
      if served personally on the party to whom notice is to be given, on the day
      after the delivery thereof to a recognized overnight courier service for
      next-day delivery with all charges prepaid or billed to the account of the
      sender, or on the third day after mailing if mailed to the party to whom notice
      is to be given, by first class mail, registered or certified, postage prepaid,
      and properly addressed to the Shareholder at the address contained in the
      Company’s shareholder records, and if to the Company, c/o Mark Mroczkowski,
      Chief Financial Office, Sequiam Corporation, 300 Support Lane, Orlando, Florida
      32809, or to such other address as either party shall have specified by notice
      in writing given to the other party.

     

    11.5  Amendments
      and Modifications.
      No
      amendment or modification of this Agreement or any Schedule hereto shall be
      valid unless made in writing and signed by the party to be charged therewith.
      

     

    11.6  Non-Assignability;
      Binding Effect.
      Neither
      this Agreement, nor any of the rights or obligations of the parties hereunder,
      shall be assignable by either party hereto without the prior written consent
      of
      the other party hereto. Otherwise, this Agreement shall be binding upon and
      shall inure to the benefit of the parties hereto and their respective heirs,
      executors, administrators, personal representatives, successors and permitted
      assigns.

     

    11.7  Governing
      Law; Jurisdiction; Venue; Waiver of Jury Trial. This
      Agreement and the documents delivered pursuant hereto shall be governed by
      and
      construed in accordance with the laws of the State of Florida without regard
      to
      any conflicts of law rules thereof. Each party hereto irrevocably submits to
      the
      exclusive jurisdiction of the Circuit Court of the State of Florida, Orange
      County, in any action or proceeding arising out of or relating to this Agreement
      or any of the Ancillary Documents, and each party hereby irrevocably agrees
      that
      all claims in respect of any such action or proceeding must be brought and/or
      defended in such court; provided, however, that matters which are under the
      exclusive jurisdiction of the Federal courts shall be brought in the Federal
      District Court for the Middle District of Florida. Each party hereto consents
      to
      service of process by any means authorized by the applicable law of the forum
      in
      any action brought under or arising out of this Agreement or any of the
      Ancillary Documents, and each party irrevocably waives, to the fullest extent
      each may effectively do so, the defense of an inconvenient forum to the
      maintenance of such action or proceeding in any such court. EACH PARTY HERETO
      HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY
      LEGALLY AND EFFECTIVELY DO SO, TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING
      ARISING HEREUNDER.

     

    11.8  Remedies.
      Except
      as set forth in Article 11, the rights and remedies provided by this Agreement
      are cumulative, and the use of any one right or remedy by any party hereto
      shall
      not preclude or constitute a waiver of its right to use any or all other
      remedies. Such rights and remedies are given in addition to any other rights
      and
      remedies a party may have by law, statute or otherwise.

     

    
      
        
        

      

      
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    11.9  Survival.
      Any
      provision of this Agreement which contemplates performance or the existence
      of
      obligations after the Closing Date, and any and all representations and
      warranties set forth in this Agreement, shall not be deemed to be merged into
      or
      waived by the execution and delivery of the instruments executed at the Closing,
      but shall expressly survive Closing and shall be binding upon the party or
      parties obligated thereby in accordance with the terms of this Agreement,
      subject to any limitations expressly set forth in this Agreement.

     

    11.10  Attorneys’
      Fees.
      In the
      event any suit or other legal proceeding is brought for the enforcement of
      any
      of the provisions of this Agreement, the parties hereto agree that the
      prevailing party or parties shall be entitled to recover from the other party
      or
      parties upon final judgment on the merits reasonable attorneys’ fees (and sales
      taxes thereon, if any), including attorneys’ fees for any appeal, and costs
      incurred in bringing such suit or proceeding.

     

    11.11  Severability.
      If any
      provision of this Agreement is held by a court of competent jurisdiction to
      be
      contrary to law, then the remaining provisions of this Agreement, as applicable,
      if capable of substantial performance, shall remain in full force and
      effect.

     

    11.12  Further
      Assurances.
      From
      time to time from and after the Closing Date, the parties will execute and
      deliver to each other any and all further agreements, instruments, certificates
      and other documents as may reasonably be requested by the other party in order
      more fully to consummate the transactions contemplated hereby.

     

    11.13  Counterparts.
      This
      Agreement may be executed simultaneously in any number of counterparts, each
      of
      which shall be deemed an original, but all of which together shall constitute
      one and the same instrument.

     

    IN
      WITNESS WHEREOF, the
      parties have executed this Agreement on and as of the date first set forth
      above.

     

    
      	
              COMPANY:

               

              MAGSTONE
                INNOVATION, INC.

               

              By:_________________________

              Name:
                _________________________

              Title:
                _________________________

            	
              BUYER:

               

              SEQUIAM
                CORPORATION

               

              By:
                ________________________________

              Name:
                ______________________________

              Title:
                _______________________________

            
	 	
               

              SELLERS:

               

              _______________________________

              Shixiong
                Chen 

            


    

     

     

     

    
      
        
        

      

      
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