Exhibit 4.1


    Exhibit
      4.1


    


    REGISTRATION
      RIGHTS AGREEMENT

    


    


    This
      Registration Rights Agreement (this “Registration
      Rights Agreement”)
      is
      made and entered into as of March 30, 2007 by and between Sequiam Corporation,
      a
      California corporation (the “Company”),
      and
      Biometrics Investors, L.L.C., a Delaware limited liability company
      (“Biometrics”).

    


    This
      Registration Rights Agreement is made pursuant to the Agreement dated as of
      the
      date hereof between the Company and Biometrics (the “Agreement”).

    


    The
      Company and Biometrics hereby agree as follows:

    


    1.
      Definitions.
      Capitalized terms used and not otherwise defined herein that are defined in
      the
      Agreement shall have the meanings given such terms in the Agreement. As used
      in
      this Registration Rights Agreement, the following terms shall have the following
      meanings:

    


    “Advice”
shall
      have the meaning set forth in Section 6(d).

    


    “Demand
      Date”
      means
      the date on which a written demand for the filing of a Registration Statement
      is
      made pursuant to Section 2(a).

    


    “Demand
      Registration” shall
      have the meaning set forth in Section
      2(a).

    


    “Effectiveness
      Date”
means,
      with respect to each Registration Statement required to be filed hereunder,
      the
      90th
      calendar
      day following the Demand Date (the 120th
      calendar
      day in the case of a review by the Commission of such Registration Statement);
      provided,
      however,
      in the
      event the Company is notified by the Commission that a Registration Statement
      will not be reviewed or is no longer subject to further review and comments,
      the
      Effectiveness Date as to such Registration Statement shall be the 5th
      Trading
      Day following the date on which the Company is so notified if such date precedes
      the dates required above.

    


    “Effectiveness
      Period”
shall
      have the meaning set forth in Section 2(c).

    


    “Filing
      Date”
means
      30th
      calendar
      day following the Demand Date. 

    


    “Holder”
or
      “Holders”
means
      the holder or holders, as the case may be, from time to time of Registrable
      Securities. 

    


    “Indemnified
      Party”
shall
      have the meaning set forth in Section 5(c).

    


    “Indemnifying
      Party”
shall
      have the meaning set forth in Section 5(c).

    


    “Losses”
shall
      have the meaning set forth in Section 5(a).

    


    “Plan
      of Distribution”
shall
      have the meaning set forth in Section 2(c).

    


    “Prospectus”
means
      the prospectus included in a Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A promulgated under the Securities Act), as amended or supplemented
      by
      any prospectus supplement, with respect to the terms of the offering of any
      portion of the Registrable Securities covered by a Registration Statement,
      and
      all other amendments and supplements to the Prospectus, including post-effective
      amendments, and all material incorporated by reference or deemed to be
      incorporated by reference in such Prospectus.

     

    “Registrable
      Securities”
      means,
      as of the date in question, (i) all shares of Company common stock issuable
      upon
      exercise of the Initial Warrants and the Additional Warrants, (ii) any
      additional shares issuable in connection with any anti-dilution provisions
      associated with the Initial Warrants and the Additional Warrants (without giving
      effect to any limitations on exercise set forth in the Initial Warrants and
      the
      Additional Warrants) and (iii) any securities issued or issuable upon any stock
      split, dividend or other distribution, recapitalization or similar event with
      respect to the Initial Warrants and the Additional Warrants.

    


    “Registration
      Statement”
means
      any registration statement required to be filed under Section 2(a) and 2(b)
      hereof, including the Prospectus, amendments and supplements to such
      registration statement(s) or Prospectus, including pre- and post-effective
      amendments, all exhibits thereto, and all material incorporated by reference
      or
      deemed to be incorporated by reference in such registration statement(s).


    


    “Rule
      415”
means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same purpose and
      effect as such Rule.

    


    “Rule
      424”
means
      Rule 424 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same purpose and
      effect as such Rule.

    


    “Selling
      Shareholder Questionnaire”
shall
      have the meaning set forth in Section 3(a).

    


    2.
      Registration

    


    (a)
      Subject to the other provisions set forth in this Agreement, at any time
      following the date hereof, the Holders of at least 25% of the Registrable
      Securities may request registration under the Securities Act of all or part
      of
      their Registrable Securities. Each request for a Demand Registration shall
      specify the approximate number of Registrable Securities requested to be
      registered. Within ten (10) days after receipt of any such request, the Company
      will give written notice of such requested registration to all other Holders
      and
      will include in such registration all Registrable Securities with respect to
      which the Company has received written requests for inclusion therein within
      fifteen (15) days after the receipt of the Company’s notice. All registrations
      requested pursuant to this Section 2(a) are referred to herein as “Demand
      Registrations”
for
      an
      offering to be made on a continuous basis pursuant to Rule 415. 

    


    (b)
      The
      Holders will be entitled to request an unlimited number of Demand Registrations
      until such time as all of the Registrable Securities are sold by the Holders
      pursuant to a Registration Statement, provided that the Holders shall not
      request a Demand Registration until the later of (i) six months after the
      effective date of any prior Registration Statement, or (ii) sixty days after
      all
      registrable securities registered pursuant to any prior Registration Statement
      have been sold. The total number of shares of Registrable Securities that may
      be
      registered by the Holders or any other person with respect to any Demand
      Registration shall not exceed the maximum number of shares that the Commission
      will permit, at the time of the Demand Registration, to be registered pursuant
      to Rule 415 for an at the market offering to be made on a continuous basis
      by or
      on behalf of a person or persons other than the Company or any company that
      is a
      parent or subsidiary of the Company.

    


    (c)
      Each
      Registration Statement shall be on Form SB-2 (except if the Company is not
      then
      eligible to register for resale the Registrable Securities on Form SB-2, in
      which case such registration shall be on another appropriate form in accordance
      herewith) and shall contain a “Plan
      of Distribution”
      satisfactory in form and substance to the Holders of at least 85% of the
      Registrable Securities included in such Registration Statement. Subject to
      the
      terms of this Registration Rights Agreement, the Company shall use its best
      efforts to cause a Registration Statement to be declared effective under the
      Securities Act as promptly as possible after the filing thereof, but in any
      event prior to the applicable Effectiveness Date, and shall use its best efforts
      to keep such Registration Statement continuously effective under the Securities
      Act until (i) all Registrable Securities covered by such Registration Statement
      have been sold, or may be sold without volume restrictions pursuant to Rule
      144(k), as determined by the counsel to the Company pursuant to a written
      opinion letter to such effect, addressed and acceptable to the Company’s
      transfer agent and the affected Holders, or (ii) the holders of at least 85%
      of
      the Registrable Securities covered by such Registration Statement that remain
      unsold consent in writing to the withdrawal of such Registration Statement
      (the
“Effectiveness
      Period”).
      The
      Company shall request effectiveness of a Registration Statement as of 5:00
      pm
      Eastern Time on a Trading Day. The Company shall immediately notify the Holders
      via facsimile of the effectiveness of a Registration Statement on the same
      Trading Day that the Company confirms effectiveness with the Commission, which
      shall be the date requested for effectiveness of a Registration Statement.
      The
      Company shall, by 9:30 am Eastern Time on the Trading Day after the Effective
      Date (as defined in the Agreement), file a final Prospectus with the Commission
      as required by Rule 424.

    


    3.
      Registration
      Procedures.

    


    In
      connection with the Company’s registration obligations hereunder, the Company
      shall:

    


    (a)
      Not
      less than 5 Trading Days prior to the filing of each Registration Statement
      and
      not less than 1 Trading Day prior to the filing of any related Prospectus or
      any
      amendment or supplement thereto (including any document that would be
      incorporated or deemed to be incorporated therein by reference), the Company
      shall, (i) furnish to each Holder copies of all such documents proposed to
      be
      filed, which documents (other than those incorporated or deemed to be
      incorporated by reference) will be subject to the review of such Holders, and
      (ii) cause its officers and directors, counsel and independent certified public
      accountants to respond to such inquiries as shall be necessary, in the
      reasonable opinion of respective counsel to each Holder to conduct a reasonable
      investigation within the meaning of the Securities Act. The Company shall not
      file a Registration Statement or any such Prospectus or any amendments or
      supplements thereto to which the Holders of a majority of the Registrable
      Securities shall reasonably object in good faith, provided that, the Company
      is
      notified of such objection in writing no later than 5 Trading Days after the
      Holders have been so furnished copies of a Registration Statement or 1 Trading
      Day after the Holders have been so furnished copies of any related Prospectus
      or
      amendment or supplement thereto. Each Holder agrees to furnish to the Company
      a
      completed Questionnaire in the form attached to this Registration Rights
      Agreement as Annex A (a “Selling
      Shareholder Questionnaire”)
      not
      less than 2 Trading Days prior to each Filing Date or by the end of the fourth
      Trading Day following the date on which such Holder receives draft materials
      in
      accordance with this Section.

    


    (b)
      (i)
      Prepare and file with the Commission such amendments, including post-effective
      amendments, to a Registration Statement and the Prospectus used in connection
      therewith as may be necessary to keep a Registration Statement continuously
      effective as to the applicable Registrable Securities for the Effectiveness
      Period and prepare and file with the Commission such additional Registration
      Statements in order to register for resale under the Securities Act all of
      the
      Registrable Securities in accordance with the terms and conditions of this
      Registration Rights Agreement; (ii) cause the related Prospectus to be amended
      or supplemented by any required Prospectus supplement (subject to the terms
      of
      this Registration Rights Agreement), and as so supplemented or amended to be
      filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible
      to
      any comments received from the Commission with respect to a Registration
      Statement or any amendment thereto and as promptly as reasonably possible
      provide the Holders true and complete copies of all correspondence from and
      to
      the Commission relating to a Registration Statement (provided that the Company
      may excise any information contained therein which would constitute material
      non-public information as to any Holder which has not executed a confidentiality
      agreement with the Company); and (iv) comply in all material respects with
      the
      provisions of the Securities Act and the Exchange Act with respect to the
      disposition of all Registrable Securities covered by a Registration Statement
      during the applicable period in accordance (subject to the terms of this
      Registration Rights Agreement) with the intended methods of disposition by
      the
      Holders thereof set forth in such Registration Statement as so amended or in
      such Prospectus as so supplemented.

    


    (c)
      Notify the Holders of Registrable Securities to be sold (which notice shall,
      pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction
      to suspend the use of the Prospectus until the requisite changes have been
      made)
      as promptly as reasonably possible (and, in the case of (i)(A) below, not less
      than 1 Trading Day prior to such filing) and (if requested by any such Person)
      confirm such notice in writing no later than 1 Trading Day following the day
      (i)(A) when a Prospectus or any Prospectus supplement or post-effective
      amendment to a Registration Statement is proposed to be filed; (B) when the
      Commission notifies the Company whether there will be a “review” of such
      Registration Statement and whenever the Commission comments in writing on such
      Registration Statement; and (C) with respect to a Registration Statement or
      any
      post-effective amendment, when the same has become effective; (ii) of any
      request by the Commission or any other Federal or state governmental authority
      for amendments or supplements to a Registration Statement or Prospectus or
      for
      additional information; (iii) of the issuance by the Commission or any other
      federal or state governmental authority of any stop order suspending the
      effectiveness of a Registration Statement covering any or all of the Registrable
      Securities or the initiation of any Proceedings for that purpose; (iv) of the
      receipt by the Company of any notification with respect to the suspension of
      the
      qualification or exemption from qualification of any of the Registrable
      Securities for sale in any jurisdiction, or the initiation or threatening of
      any
      Proceeding for such purpose; (v) of the occurrence of any event or passage
      of
      time that makes the financial statements included in a Registration Statement
      ineligible for inclusion therein or any statement made in a Registration
      Statement or Prospectus or any document incorporated or deemed to be
      incorporated therein by reference untrue in any material respect or that
      requires any revisions to a Registration Statement, Prospectus or other
      documents so that, in the case of a Registration Statement or the Prospectus,
      as
      the case may be, it will not contain any untrue statement of a material fact
      or
      omit to state any material fact required to be stated therein or necessary
      to
      make the statements therein, in light of the circumstances under which they
      were
      made, not misleading; and (vi) the occurrence or existence of any pending
      corporate development with respect to the Company that the Company believes
      may
      be material and that, in the determination of the Company, makes it not in
      the
      best interest of the Company to allow continued availability of a Registration
      Statement or Prospectus; provided that any and all of such information shall
      remain confidential to each Holder until such information otherwise becomes
      public, unless disclosure by a Holder is required by law; provided,
      further,
      notwithstanding each Holder’s agreement to keep such information confidential,
      the Holders make no acknowledgement that any such information is material,
      non-public information. 

    


    (d)
      Use
      its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal
      of (i) any order suspending the effectiveness of a Registration Statement,
      or
      (ii) any suspension of the qualification (or exemption from qualification)
      of
      any of the Registrable Securities for sale in any jurisdiction, at the earliest
      practicable moment.

    


    (e)
      Furnish to each Holder, without charge, at least one conformed copy of each
      such
      Registration Statement and each amendment thereto, including financial
      statements and schedules, all documents incorporated or deemed to be
      incorporated therein by reference to the extent requested by such Person, and
      all exhibits to the extent requested by such Person (including those previously
      furnished or incorporated by reference) promptly after the filing of such
      documents with the Commission.

    


    (f)
      Subject to the terms of this Registration Rights Agreement, the Company hereby
      consents to the use of such Prospectus and each amendment or supplement thereto
      by each of the selling Holders in connection with the offering and sale of
      the
      Registrable Securities covered by such Prospectus and any amendment or
      supplement thereto, except after the giving of any notice pursuant to Section
      3(c).

    


    (g)
      If
      NASDR Rule 2710 requires any broker-dealer to make a filing prior to executing
      a
      sale by a Holder, the Company shall (i) make an Issuer Filing with the NASDR,
      Inc. Corporate Financing Department pursuant to proposed NASDR Rule
      2710(b)(10)(A)(i), (ii) respond within 5 Trading Days to any comments received
      from NASDR in connection therewith, and (iii) pay the filing fee required in
      connection therewith.

    


    (h)
      Prior
      to any resale of Registrable Securities by a Holder, use its commercially
      reasonable efforts to register or qualify or cooperate with the selling Holders
      in connection with the registration or qualification (or exemption from the
      Registration or qualification) of such Registrable Securities for the resale
      by
      the Holder under the securities or Blue Sky laws of such jurisdictions within
      the United States as any Holder reasonably requests in writing, to keep each
      registration or qualification (or exemption therefrom) effective during the
      Effectiveness Period and to do any and all other acts or things reasonably
      necessary to enable the disposition in such jurisdictions of the Registrable
      Securities covered by each Registration Statement; provided, that the Company
      shall not be required to qualify generally to do business in any jurisdiction
      where it is not then so qualified, subject the Company to any material tax
      in
      any such jurisdiction where it is not then so subject or file a general consent
      to service of process in any such jurisdiction.

    


    (i)
      If
      requested by the Holders, cooperate with the Holders to facilitate the timely
      preparation and delivery of certificates representing Registrable Securities
      to
      be delivered to a transferee pursuant to a Registration Statement, which
      certificates shall be free, to the extent permitted by the Agreement, of all
      restrictive legends, and to enable such Registrable Securities to be in such
      denominations and registered in such names as any such Holders may
      request.

    


    (j)
      Upon
      the occurrence of any event contemplated by this Section 3, as promptly as
      reasonably possible under the circumstances taking into account the Company’s
      good faith assessment of any adverse consequences to the Company and its
      shareholders of the premature disclosure of such event, prepare a supplement
      or
      amendment, including a post-effective amendment, to a Registration Statement
      or
      a supplement to the related Prospectus or any document incorporated or deemed
      to
      be incorporated therein by reference, and file any other required document
      so
      that, as thereafter delivered, neither a Registration Statement nor such
      Prospectus will contain an untrue statement of a material fact or omit to state
      a material fact required to be stated therein or necessary to make the
      statements therein, in light of the circumstances under which they were made,
      not misleading. If the Company notifies the Holders in accordance with clauses
      (iii) through (vi) of Section 3(c) above to suspend the use of any Prospectus
      until the requisite changes to such Prospectus have been made, then the Holders
      shall suspend use of such Prospectus. The Company will use its best efforts
      to
      ensure that the use of the Prospectus may be resumed as promptly as is
      practicable. The Company shall be entitled to exercise its right under this
      Section 3(j) to suspend the availability of a Registration Statement and
      Prospectus for a period not to exceed 60 calendar days (which need not be
      consecutive days) in any 12 month period.

    


    (k)
      Comply with all applicable rules and regulations of the Commission.

    


    (l)
      The
      Company may require each selling Holder to furnish to the Company a certified
      statement as to the number of Common Shares beneficially owned by such Holder
      and, if required by the Commission, the natural persons thereof that have voting
      and dispositive control over the Shares.

    


    4.
      Registration
      Expenses.
      All
      fees and expenses incident to the performance of or compliance with this
      Registration Rights Agreement by the Company shall be borne by the Company
      whether or not any Registrable Securities are sold pursuant to a Registration
      Statement. The fees and expenses referred to in the foregoing sentence shall
      include, without limitation, (i) all registration and filing fees (including,
      without limitation, fees and expenses (A) with respect to filings required
      to be
      made with any Trading Market on which the Common Shares is then listed for
      trading, (B) in compliance with applicable state securities or Blue Sky laws
      reasonably agreed to by the Company in writing (including, without limitation,
      fees and disbursements of counsel for the Company in connection with Blue Sky
      qualifications or exemptions of the Registrable Securities) and (C) if not
      previously paid by the Company in connection with an Issuer Filing, with respect
      to any filing that may be required to be made by any broker through which a
      Holder intends to make sales of Registrable Securities with NASD Regulation,
      Inc. Pursuant to the NASD Rule 2710, so long as the broker is receiving no
      more
      than a customary brokerage commission in connection with such sale, (ii)
      printing expenses (including, without limitation, expenses of printing
      certificates for Registrable Securities and of printing prospectuses if the
      printing of prospectuses is reasonably requested by the holders of a majority
      of
      the Registrable Securities included in a Registration Statement), (iii)
      messenger, telephone and delivery expenses, (iv) fees and disbursements of
      counsel for the Company, (v) Securities Act liability insurance, if the Company
      so desires such insurance, and (vi) fees and expenses of all other Persons
      retained by the Company in connection with the consummation of the transactions
      contemplated by this Registration Rights Agreement. In addition, the Company
      shall be responsible for all of its internal expenses incurred in connection
      with the consummation of the transactions contemplated by this Registration
      Rights Agreement (including, without limitation, all salaries and expenses
      of
      its officers and employees performing legal or accounting duties), the expense
      of any annual audit and the fees and expenses incurred in connection with the
      listing of the Registrable Securities on any securities exchange as required
      hereunder. In no event shall the Company be responsible for any broker or
      similar commissions of any Holder or, except to the extent provided for in
      the
      Transaction Documents, any legal fees or other costs of the
      Holders.

    


    5.
      Indemnification

    


    (a)
      Indemnification
      by the Company.
      The
      Company shall, notwithstanding any termination of this Registration Rights
      Agreement, indemnify and hold harmless each Holder, the officers, directors,
      members, partners, agents, brokers (including brokers who offer and sell
      Registrable Securities as principal as a result of a pledge or any failure
      to
      perform under a margin call of Common Shares), investment advisors and employees
      (and any other Persons with a functionally equivalent role of a Person holding
      such titles, notwithstanding a lack of such title or any other title) of each
      of
      them, each Person who controls any such Holder (within the meaning of Section
      15
      of the Securities Act or Section 20 of the Exchange Act) and the officers,
      directors, members, shareholders, partners, agents and employees (and any other
      Persons with a functionally equivalent role of a Person holding such titles,
      notwithstanding a lack of such title or any other title) of each such
      controlling Person, to the fullest extent permitted by applicable law, from
      and
      against any and all losses, claims, damages, liabilities, costs (including,
      without limitation, reasonable attorneys’ fees) and expenses (collectively,
“Losses”),
      as
      incurred, arising out of or relating to (1) any untrue or alleged untrue
      statement of a material fact contained in a Registration Statement, any
      Prospectus or any form of prospectus or in any amendment or supplement thereto
      or in any preliminary prospectus, or arising out of or relating to any omission
      or alleged omission of a material fact required to be stated therein or
      necessary to make the statements therein (in the case of any Prospectus or
      form
      of prospectus or supplement thereto, in light of the circumstances under which
      they were made) not misleading, or (2) any violation or alleged violation by
      the
      Company of the Securities Act, Exchange Act or any state securities law, or
      any
      rule or regulation thereunder, in connection with the performance of its
      obligations under this Registration Rights Agreement, except to the extent,
      but
      only to the extent, that (i) such untrue statements or omissions are based
      solely upon information regarding such Holder furnished in writing to the
      Company by such Holder expressly for use therein, or to the extent that such
      information relates to such Holder or such Holder’s proposed method of
      distribution of Registrable Securities and was reviewed and expressly approved
      in writing by such Holder expressly for use in a Registration Statement, such
      Prospectus or such form of Prospectus or in any amendment or supplement thereto
      (it is being understood that the Holder has approved the Plan of Distribution)
      or (ii) in the case of an occurrence of an event of the type specified in
      Section 3(c)(iii)-(vi), the use by such Holder of an outdated or defective
      Prospectus after the Company has notified such Holder in writing that the
      Prospectus is outdated or defective and prior to the receipt by such Holder
      of
      the Advice contemplated in Section 6(d). The Company shall notify the Holders
      promptly of the institution, threat or assertion of any Proceeding arising
      from
      or in connection with the transactions contemplated by this Registration Rights
      Agreement of which the Company is aware.

    


    (b)
      Indemnification
      by Holders.
      Each
      Holder shall, severally and not jointly, indemnify and hold harmless the
      Company, its directors, officers, agents and employees, each Person who controls
      the Company (within the meaning of Section 15 of the Securities Act and Section
      20 of the Exchange Act), and the directors, officers, agents or employees of
      such controlling Persons, to the fullest extent permitted by applicable law,
      from and against all Losses, as incurred, to the extent arising out of or based
      solely upon: (x) such Holder’s failure to comply with the prospectus delivery
      requirements of the Securities Act or (y) any untrue or alleged untrue statement
      of a material fact contained in any Registration Statement, any Prospectus,
      or
      any form of prospectus, or in any amendment or supplement thereto or in any
      preliminary prospectus, or arising out of or relating to any omission or alleged
      omission of a material fact required to be stated therein or necessary to make
      the statements therein not misleading (i) to the extent, but only to the extent,
      that such untrue statement or omission is contained in any information so
      furnished in writing by such Holder to the Company specifically for inclusion
      in
      such Registration Statement or such Prospectus or (ii) to the extent that such
      information relates to such Holder’s proposed method of distribution of
      Registrable Securities and was reviewed and expressly approved in writing by
      such Holder expressly for use in a Registration Statement (it being understood
      that the Holder has approved Annex A hereto for this purpose), such Prospectus
      or such form of Prospectus or in any amendment or supplement thereto or (ii)
      in
      the case of an occurrence of an event of the type specified in Section
      3(c)(iii)-(vi), the use by such Holder of an outdated or defective Prospectus
      after the Company has notified such Holder in writing that the Prospectus is
      outdated or defective and prior to the receipt by such Holder of the Advice
      contemplated in Section 6(d). In no event shall the liability of any selling
      Holder hereunder be greater in amount than the dollar amount of the net proceeds
      received by such Holder upon the sale of the Registrable Securities giving
      rise
      to such indemnification obligation.

    


    (c)
      Conduct
      of Indemnification Proceedings.
      If any
      Proceeding shall be brought or asserted against any Person entitled to indemnity
      hereunder (an “Indemnified
      Party”),
      such
      Indemnified Party shall promptly notify the Person from whom indemnity is sought
      (the “Indemnifying
      Party”)
      in
      writing, and the Indemnifying Party shall have the right to assume the defense
      thereof, including the employment of counsel reasonably satisfactory to the
      Indemnified Party and the payment of all fees and expenses incurred in
      connection with defense thereof; provided, that the failure of any Indemnified
      Party to give such notice shall not relieve the Indemnifying Party of its
      obligations or liabilities pursuant to this Registration Rights Agreement,
      except (and only) to the extent that it shall be finally determined by a court
      of competent jurisdiction (which determination is not subject to appeal or
      further review) that such failure shall have prejudiced the Indemnifying
      Party.

    


    An
      Indemnified Party shall have the right to employ separate counsel in any such
      Proceeding and to participate in the defense thereof, but the fees and expenses
      of such counsel shall be at the expense of such Indemnified Party or Parties
      unless: (1) the Indemnifying Party has agreed in writing to pay such fees and
      expenses; (2) the Indemnifying Party shall have failed promptly to assume the
      defense of such Proceeding and to employ counsel reasonably satisfactory to
      such
      Indemnified Party in any such Proceeding; or (3) the named parties to any such
      Proceeding (including any impleaded parties) include both such Indemnified
      Party
      and the Indemnifying Party, and counsel to the Indemnified Party shall
      reasonably believe that a material conflict of interest is likely to exist
      if
      the same counsel were to represent such Indemnified Party and the Indemnifying
      Party (in which case, if such Indemnified Party notifies the Indemnifying Party
      in writing that it elects to employ separate counsel at the expense of the
      Indemnifying Party, the Indemnifying Party shall not have the right to assume
      the defense thereof and the reasonable fees and expenses of no more than one
      separate counsel shall be at the expense of the Indemnifying Party). The
      Indemnifying Party shall not be liable for any settlement of any such Proceeding
      effected without its written consent, which consent shall not be unreasonably
      withheld or delayed. No Indemnifying Party shall, without the prior written
      consent of the Indemnified Party, effect any settlement of any pending
      Proceeding in respect of which any Indemnified Party is a party, unless such
      settlement includes an unconditional release of such Indemnified Party from
      all
      liability on claims that are the subject matter of such Proceeding.

    


    Subject
      to the terms of this Registration Rights Agreement, all reasonable fees and
      expenses of the Indemnified Party (including reasonable fees and expenses to
      the
      extent incurred in connection with investigating or preparing to defend such
      Proceeding in a manner not inconsistent with this Section) shall be paid to
      the
      Indemnified Party, as incurred, within 10 Trading Days of written notice thereof
      to the Indemnifying Party; provided, that the Indemnified Party shall promptly
      reimburse the Indemnifying Party for that portion of such fees and expenses
      applicable to such actions for which such Indemnified Party is judicially
      determined to be not entitled to indemnification hereunder.

    


    (d)
      Contribution.
      If the
      indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified
      Party or insufficient to hold an Indemnified Party harmless for any Losses,
      then
      each Indemnifying Party shall contribute to the amount paid or payable by such
      Indemnified Party, in such proportion as is appropriate to reflect the relative
      fault of the Indemnifying Party and Indemnified Party in connection with the
      actions, statements or omissions that resulted in such Losses as well as any
      other relevant equitable considerations. The relative fault of such Indemnifying
      Party and Indemnified Party shall be determined by reference to, among other
      things, whether any action in question, including any untrue or alleged untrue
      statement of a material fact or omission or alleged omission of a material
      fact,
      has been taken or made by, or relates to information supplied by, such
      Indemnifying Party or Indemnified Party, and the parties’ relative intent,
      knowledge, access to information and opportunity to correct or prevent such
      action, statement or omission. The amount paid or payable by a party as a result
      of any Losses shall be deemed to include, subject to the limitations set forth
      in this Registration Rights Agreement, any reasonable attorneys’ or other fees
      or expenses incurred by such party in connection with any Proceeding to the
      extent such party would have been indemnified for such fees or expenses if
      the
      indemnification provided for in this Section was available to such party in
      accordance with its terms.

    


    The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 5(d) were determined by pro rata allocation or by
      any
      other method of allocation that does not take into account the equitable
      considerations referred to in the immediately preceding paragraph.
      Notwithstanding the provisions of this Section 5(d), no Holder shall be required
      to contribute, in the aggregate, any amount in excess of the amount by which
      the
      proceeds actually received by such Holder from the sale of the Registrable
      Securities subject to the Proceeding exceeds the amount of any damages that
      such
      Holder has otherwise been required to pay by reason of such untrue or alleged
      untrue statement or omission or alleged omission, except in the case of fraud
      by
      such Holder.

    


    The
      indemnity and contribution agreements contained in this Section are in addition
      to any liability that the Indemnifying Parties may have to the Indemnified
      Parties.

    


    6.
      Miscellaneous

    


    (a)
      Remedies.
      In the
      event of a breach by the Company or by a Holder, of any of their respective
      obligations under this Registration Rights Agreement, each Holder or the
      Company, as the case may be, in addition to being entitled to exercise all
      rights granted by law and under this Registration Rights Agreement, including
      recovery of damages, will be entitled to specific performance of its rights
      under this Registration Rights Agreement. The Company and each Holder agree
      that
      monetary damages would not provide adequate compensation for any losses incurred
      by reason of a breach by it of any of the provisions of this Registration Rights
      Agreement and hereby further agrees that, in the event of any action for
      specific performance in respect of such breach, it shall not assert or shall
      waive the defense that a remedy at law would be adequate.

    


    (b)
      No
      Piggyback on Registrations.
      Except
      as set forth on Schedule
      6(b)
      attached
      hereto, neither the Company nor any of its security holders (other than the
      Holders in such capacity pursuant hereto) may include securities of the Company
      in the Registration Statements required to be filed under Section 2 other than
      the Registrable Securities. 

    


    (c)
      Compliance.
      Each
      Holder covenants and agrees that it will comply with the prospectus delivery
      requirements of the Securities Act as applicable to it in connection with sales
      of Registrable Securities pursuant to a Registration Statement.

    


    (d)
      Discontinued
      Disposition.
      Each
      Holder agrees by its acquisition of Registrable Securities that, upon receipt
      of
      a notice from the Company of the occurrence of any event of the kind described
      in Section 3(c)(iii) through (vi), such Holder will forthwith discontinue
      disposition of such Registrable Securities under a Registration Statement until
      it is advised in writing (the “Advice”)
      by the
      Company that the use of the applicable Prospectus (as it may have been
      supplemented or amended) may be resumed. The Company will use its best efforts
      to ensure that the use of the Prospectus may be resumed as promptly as is
      practicable.

    


    (e)
      Piggy-Back
      Registrations.
      If at
      any time during the Effectiveness Period there is not an effective Registration
      Statement covering all of the Registrable Securities and the Company shall
      determine to prepare and file with the Commission a registration statement
      relating to an offering for its own account or the account of others under
      the
      Securities Act of any of its equity securities, other than on Form S-4 or Form
      S-8 (each as promulgated under the Securities Act) or their then equivalents
      relating to equity securities to be issued solely in connection with any
      acquisition of any entity or business or equity securities issuable in
      connection with the stock option or other employee benefit plans, then the
      Company shall send to each Holder a written notice of such determination and,
      if
      within 15 days after the date of such notice, any such Holder shall so request
      in writing, the Company shall include in such registration statement all or
      any
      part of such Registrable Securities such Holder requests to be registered;
      provided,
      however,
      that,
      the Company shall not be required to register any Registrable Securities
      pursuant to this Section 6(e) that are eligible for resale pursuant to Rule
      144(k) promulgated under the Securities Act or that are the subject of a then
      effective Registration Statement.

    


    (f)
      Amendments
      and Waivers.
      The
      provisions of this Registration Rights Agreement, including the provisions
      of
      this sentence, may not be amended, modified or supplemented, and waivers or
      consents to departures from the provisions hereof may not be given, unless
      the
      same shall be in writing and signed by the Company and each Holder of the then
      outstanding Registrable Securities. Notwithstanding the foregoing, a waiver
      or
      consent to depart from the provisions hereof with respect to a matter that
      relates exclusively to the rights of Holders and that does not directly or
      indirectly affect the rights of other Holders may be given by Holders of all
      of
      the Registrable Securities to which such waiver or consent relates; provided,
      however,
      that
      the provisions of this sentence may not be amended, modified, or supplemented
      except in accordance with the provisions of the immediately preceding
      sentence.

    


    (g)
      Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be delivered as set forth in the Agreement.


    


    (h)
      Successors
      and Assigns.
      This
      Registration Rights Agreement shall inure to the benefit of and be binding
      upon
      the successors and permitted assigns of each of the parties and shall inure
      to
      the benefit of each Holder. The Company may not assign (except by merger) its
      rights or obligations hereunder without the prior written consent of all of
      the
      Holders of the then-outstanding Registrable Securities. Each Holder may assign
      their respective rights hereunder in the manner and to the Persons as permitted
      under the Agreement.

    


    (i)
      No
      Inconsistent Agreements.
      Neither
      the Company nor any of its Subsidiaries has entered, as of the date hereof,
      nor
      shall the Company or any of its Subsidiaries, on or after the date of this
      Registration Rights Agreement, enter into any agreement with respect to its
      securities, that would have the effect of impairing the rights granted to the
      Holders in this Registration Rights Agreement or otherwise conflicts with the
      provisions hereof. Except as set forth on Schedule
      6(i),
      neither
      the Company nor any of its subsidiaries has previously entered into any
      agreement granting any registration rights with respect to any of its securities
      to any Person that have not been satisfied in full.

     

    (j)
      Execution
      and Counterparts.
      This
      Registration Rights Agreement may be executed in two or more counterparts,
      all
      of which when taken together shall be considered one and the same agreement
      and
      shall become effective when counterparts have been signed by each party and
      delivered to the other party, it being understood that both parties need not
      sign the same counterpart. In the event that any signature is delivered by
      facsimile transmission or by e-mail delivery of a “.pdf” format data file, such
      signature shall create a valid and binding obligation of the party executing
      (or
      on whose behalf such signature is executed) with the same force and effect
      as if
      such facsimile or “.pdf” signature page were an original thereof.

    


    (k)
      Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Registration Rights Agreement shall be determined in accordance with
      the
      provisions of the Agreement.

    


    (l)
      Cumulative
      Remedies.
      The
      remedies provided herein are cumulative and not exclusive of any other remedies
      provided by law.

    


    (m)
      Severability.
      If any
      term, provision, covenant or restriction of this Registration Rights Agreement
      is held by a court of competent jurisdiction to be invalid, illegal, void or
      unenforceable, the remainder of the terms, provisions, covenants and
      restrictions set forth herein shall remain in full force and effect and shall
      in
      no way be affected, impaired or invalidated, and the parties hereto shall use
      their commercially reasonable efforts to find and employ an alternative means
      to
      achieve the same or substantially the same result as that contemplated by such
      term, provision, covenant or restriction. It is hereby stipulated and declared
      to be the intention of the parties that they would have executed the remaining
      terms, provisions, covenants and restrictions without including any of such
      that
      may be hereafter declared invalid, illegal, void or unenforceable.

    


    (n)
      Headings.
      The
      headings in this Registration Rights Agreement are for convenience only, do
      not
      constitute a part of this Registration Rights Agreement and shall not be deemed
      to limit or affect any of the provisions hereof.

    


    (o)
      Independent
      Nature of Holders’ Obligations and Rights.
      The
      obligations of each Holder hereunder are several and not joint with the
      obligations of any other Holder hereunder, and no Holder shall be responsible
      in
      any way for the performance of the obligations of any other Holder hereunder.
      Nothing contained herein or in any other agreement or document delivered at
      any
      closing, and no action taken by any Holder pursuant hereto or thereto, shall
      be
      deemed to constitute the Holders as a partnership, an association, a joint
      venture or any other kind of entity, or create a presumption that the Holders
      are in any way acting in concert with respect to such obligations or the
      transactions contemplated by this Registration Rights Agreement. Each Holder
      shall be entitled to protect and enforce its rights, including without
      limitation the rights arising out of this Registration Rights Agreement, and
      it
      shall not be necessary for any other Holder to be joined as an additional party
      in any proceeding for such purpose.

    


    


    (Signature
      page continues on the next page)


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
      as
      of the date first written above.

    


     

    COMPANY:

    SEQUIAM
      CORPORATION,
      a
      California corporation

    By:
       

    Name:
       

    Title:
       

    


    BIOMETRICS:

    BIOMETRICS
      INVESTORS, L.L.C.,
      a
      Delaware limited liability company 

    By:
       

    Name:
      Roger Brown

    Title:
      Manager

    


    


    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    LIST
      OF SCHEDULES

    


    6(b) - List
      of
      entities that may
      include securities of the Company in the Registration Statement(s)

    6(i) - List
      of
      entities with which the
      Company and/or its subsidiaries have previously entered into agreement(s)
      granting registration rights with respect to any of the Company and/or the
      Company’s subsidiaries’ securities that have not been satisfied in
      full.

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SCHEDULE
      6(b)


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SCHEDULE
      6(i)


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    ANNEX
      A

    


    SEQUIAM
      CORPORATION

    


    Selling
      Securityholder Notice and Questionnaire

    


    The
      undersigned beneficial owner of common shares, par value $.001 per share (the
      “Common
      Shares”),
      of
      Sequiam Corporation, a California corporation (the “Company”)
      (the
“Registrable
      Securities”),
      understands that the Company has filed or intends to file with the Securities
      and Exchange Commission (the “Commission”)
      a
      registration statement on Form SB-2 (the “Registration
      Statement”)
      for
      the registration and resale under Rule 415 of the Securities Act of 1933, as
      amended (the “Securities
      Act”),
      of
      the Registrable Securities, in accordance with the terms of the Registration
      Rights Agreement, dated as of March 30, 2007 (the “Registration
      Rights Agreement”),
      by
      and between the Company and Biometrics named therein. A copy of the Registration
      Rights Agreement is available from the Company upon request at the address
      set
      forth below. All capitalized terms not otherwise defined herein shall have
      the
      meanings ascribed thereto in the Registration Rights Agreement.

    


    Certain
      legal consequences arise from being named as a selling securityholder in the
      Registration Statement and the related prospectus. Accordingly, holders and
      beneficial owners of Registrable Securities are advised to consult their own
      securities law counsel regarding the consequences of being named or not being
      named as a selling securityholder in the Registration Statement and the related
      prospectus.

    


    NOTICE

    


    The
      undersigned beneficial owner (the “Selling
      Securityholder”)
      of
      Registrable Securities hereby elects to include the Registrable Securities
      owned
      by it and listed below in Item 3 (unless otherwise specified under such Item
      3)
      in the Registration Statement.

     

    


    The
      undersigned hereby provides the following information to the Company and
      represents and warrants that such information is accurate:

    


    QUESTIONNAIRE

    


    1.
      Name.

    


    
      	
               

            	
              (a)

            	
              Full
                Legal Name of Selling Securityholder

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            


    

     

     

    
      	
               

            	
              (b)

            	
              Full
                Legal Name of Registered Holder (if not the same as (a) above) through
                which Registrable Securities Listed in Item 3 below are
                held:

            
	
               

            	
               

            	
               

            


    

     

     

    


    
      	
               

            	
              (c)

            	
              Full
                Legal Name of Natural Control Person (which means a natural person
                who
                directly or indirectly alone or with others has power to vote or
                dispose
                of the securities covered by the questionnaire):

            
	
               

            	
               

            	
               

            


    

     

     

    


    


    2.
      Address for Notices to Selling Securityholder:

    
      	
               

            
	
               

            
	
               

            
	
              Telephone:
                

            
	
              Fax:
                

            
	
              Contact
                Person: 

            


    

    


    3.
      Beneficial Ownership of Registrable Securities:

    


    
      	
               

            	
              (a)

            	
              Type
                and Number of Registrable Securities beneficially owned (not including
                the
                Registrable Securities that are issuable pursuant to the
                Agreement):

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            


    

     

    
      	
               

            


    

     

    4.
      Broker-Dealer Status:

    


    
      	
               

            	
              (a)

            	
              Are
                you a broker-dealer?

            


    

    


    Yes
      o No
      o

    


    
      	
               

            	
              (b)

            	
              If
                “yes” to Section 4(a), did you receive your Registrable Securities as
                compensation for investment banking services to the
                Company.

            


    

    


    Yes
      o No
      o

    


    
      	
               

            	
              Note:

            	
              If
                no, the Commission’s staff has indicated that you should be identified as
                an underwriter in the Registration
                Statement.

            


    

    


    
      	
               

            	
              (c)

            	
              Are
                you an affiliate of a
                broker-dealer?

            


    

    


    Yes
      o No
      o

    


    
      	
               

            	
              (d)

            	
              If
                you are an affiliate of a broker-dealer, do you certify that you
                bought
                the Registrable Securities in the ordinary course of business, and
                at the
                time of the purchase of the Registrable Securities to be resold,
                you had
                no agreements or understandings, directly or indirectly, with any
                person
                to distribute the Registrable
                Securities?

            


    

    


    Yes
      o No
      o

    


    
      	
               

            	
              Note:

            	
              If
                no, the Commission’s staff has indicated that you should be identified as
                an underwriter in the Registration
                Statement.

            


    

    


    5.
      Beneficial Ownership of Other Securities of the Company Owned by the Selling
      Securityholder.

    


    Except
      as set forth below in this Item 5, the undersigned is not the beneficial or
      registered owner of any securities of the Company other than the Registrable
      Securities listed above in Item 3.

    


    
      	
               

            	
              (a)

            	
              Type
                and Amount of Other Securities beneficially owned by the Selling
                Securityholder:

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            


    

     

     

    6.
      Relationships with the Company:

    


    Except
      as set forth below, neither the undersigned nor any of its affiliates, officers,
      directors or principal equity holders (owners of 5% of more of the equity
      securities of the undersigned) has held any position or office or has had any
      other material relationship with the Company (or its predecessors or affiliates)
      during the past three years.

    


    State
      any
      exceptions here:

     

    
      	
               

            
	
               

            
	
               

            


    

     

    


    


    The
      undersigned agrees to promptly notify the Company of any inaccuracies or changes
      in the information provided herein that may occur subsequent to the date hereof
      at any time while the Registration Statement remains effective.

    


    By
      signing below, the undersigned consents to the disclosure of the information
      contained herein in its answers to Items 1 through 6 and the inclusion of such
      information in the Registration Statement and the related prospectus and any
      amendments or supplements thereto. The undersigned understands that such
      information will be relied upon by the Company in connection with the
      preparation or amendment of the Registration Statement and the related
      prospectus.

    


    IN
      WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice
      and Questionnaire to be executed and delivered either in person or by its duly
      authorized agent.

    
      	
               

            	
               

            	
               

            
	
              Dated: 

            	
              Beneficial
                Owner:

            
	
               

            	
               

            
	
               

            	
              By:
                

            	
               

            
	
               

            	
              Name:

            
	
               

            	
              Title:

            


    

    


    


    PLEASE
      FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN
      THE ORIGINAL BY OVERNIGHT MAIL, TO: