Exhibit 10.13


    Exhibit
      10.13

    
 

    SHAREHOLDERS
      AGREEMENT

     

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

     

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

     

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

     

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

     

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

     

    1.  Board
      of Directors.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Shareholder
      Shares”
means
      (i) any Common Shares purchased or otherwise acquired by any Shareholder, (ii)
      any capital stock or other equity securities issued or issuable directly or
      indirectly with respect to the Common Shares referred to in clause (i) above
      by
      way of stock dividend or stock split or in connection with a combination of
      shares, recapitalization, merger, consolidation or other reorganization, and
      (iii) any other shares of any class or series of capital stock of the Company
      held by a Shareholder, including without limitation the Series A Preferred
      and
      Series B Preferred; provided that
      Shareholder Shares shall not include nonvoting shares described in (iii) for
      purposes of Section
      1
      hereof.
      As to any particular shares constituting Shareholder Shares, such shares shall
      cease to be Shareholder Shares when they have been (x) effectively registered
      under the Securities Act and disposed of in accordance with the registration
      statement covering them or (y) sold to the public through a broker, dealer
      or
      market maker pursuant to Rule 144 (or any similar provision then in force)
      under
      the Securities Act.

     

    “Shareholder”
or
      “Shareholders”
has
      the
      meaning set forth in the preamble.

     

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

     

    “Sub
      Board”
has
      the
      meaning set forth in Section
      1(a)(iii).

     

    “Subsidiary”
means,
      with respect to any Person, any corporation, limited liability company,
      partnership, association or other business entity of which (i) if a corporation,
      a majority of the total voting power of shares entitled (without regard to
      the
      occurrence of any contingency) to vote in the election of directors, managers
      or
      trustees thereof is at the time owned or controlled, directly or indirectly,
      by
      that Person or one or more of the other Subsidiaries of that Person or a
      combination thereof, or (ii) if a limited liability company, partnership,
      association or other business entity, a majority of the limited liability
      company. partnership or other similar ownership interest thereof is at the
      time
      owned or controlled, directly or indirectly, by any Person or one or more
      Subsidiaries of that Person or a combination thereof. For purposes hereof,
      a
      Person or Persons shall be deemed to have a majority ownership interest in
      a
      limited liability company, partnership, association or other business entity
      if
      such Person or Persons shall be allocated a majority of limited liability
      company, partnership, association or other business entity gains or losses
      or
      shall be or control the managing director or general partner of such limited
      liability company, partnership, association or other business
      entity.

     

    5.  Irrevocable
      Proxy; Conflicting Agreements.

     

    (a)  In
      order
      to secure each Shareholder’s obligation to vote his Shareholder Shares and other
      voting securities of the Company in accordance with the provisions of
Section
      1
      hereof,
      each Shareholder hereby appoints Biometrics as his true and lawful proxy and
      attorney-in-fact, with full power of substitution, to vote all of his
      Shareholder Shares and other voting securities of the Company for the election
      and/or removal of directors and all such other matters as expressly provided
      for
      in Section
      1.
      Biometrics may exercise the irrevocable proxy granted to it hereunder at any
      time such Shareholder fails to comply with the provisions of this Shareholders
      Agreement. The proxies and powers granted by each Shareholder pursuant to this
      Section
      5
      are
      coupled with an interest and are given to secure the performance of such
      Shareholder’s obligations to Biometrics under this Shareholders Agreement. Such
      proxies and powers will be irrevocable for the term of this Shareholders
      Agreement and will survive the death, incompetency and disability of such
      Shareholder and the respective holders of their Shareholder Shares, except
      this
      Shareholders Agreement shall not be binding on a subsequent transferee of
      Shareholder Shares who purchased the Shareholder Shares pursuant to an effective
      registration statement or through a broker, dealer or market maker pursuant
      to
      Rule 144 (or any similar provision then in force) under the Securities
      Act.

     

    (b)  Each
      Shareholder represents that he has not granted and is not a party to any proxy,
      voting trust or other agreement which is inconsistent with or conflicts with
      the
      provisions of this Shareholders Agreement, and no holder of Shareholder Shares
      shall grant any proxy or become party to any voting trust or other agreement
      which is inconsistent with or conflicts with the provisions of this Shareholders
      Agreement.

     

    6.  Transfers
      in Violation of Agreement.
      Prior
      to affecting a transfer of any Shareholder Shares to any person or entity,
      the
      transferring Shareholder shall cause the prospective transferee to execute
      and
      deliver to the Company and the other Shareholders a counterpart of this
      Shareholders Agreement. Any transfer or attempted transfer of any Shareholder
      Shares in violation of any provision of this Shareholders Agreement shall be
      void, and the Company shall not record such transfer on its books or treat
      any
      purported transferee of such Shareholder Shares as the owner of such shares
      for
      any purpose.

     

    7.  Additional
      Parties; Joinder.
      The
      Company may permit any Person who acquires Common Shares or rights to acquire
      Common Shares after the date hereof (the “Acquired
      Common”)
      to
      become a party to this Shareholders Agreement and to succeed to all of the
      rights and obligations of a “holder of Shareholder Shares” under this
      Shareholders Agreement by obtaining an executed joinder to this Shareholders
      Agreement from such Person in the form of Exhibit
      A
      attached
      hereto. Upon the execution and delivery of the joinder by such Person, such
      Person’s Acquired Common shall be Shareholder Shares hereunder, and such Person
      shall be a “holder
      of Shareholder
      Shares”
under
      this Shareholders Agreement with respect to the Acquired Common.

     

    8.  Amendment
      and Waiver.
      Except
      as otherwise provided herein, no modification, amendment or waiver of any
      provision of this Shareholders Agreement shall be effective against the Company,
      Biometrics, or the Shareholders unless such modification, amendment or waiver
      is
      approved in writing by the Company, Biometrics, and the holders of a majority
      of
      the Common Shares held by all Shareholders, respectively. The failure of any
      party to enforce any of the provisions of this Shareholders Agreement shall
      in
      no way be construed as a waiver of such provisions and shall not affect the
      right of such party thereafter to enforce each and every provision of this
      Shareholders Agreement in accordance with its terms.

     

    9.  Severability.
      Whenever possible, each provision of this Shareholders Agreement shall be
      interpreted in such manner as to be effective and valid under applicable law,
      but if any provision of this Shareholders Agreement is held to be invalid,
      illegal or unenforceable in any respect under any applicable law or rule in
      any
      jurisdiction, such invalidity, illegality or unenforceability shall not affect
      the validity, legality or enforceability of any other provision of this
      Shareholders Agreement in such jurisdiction or affect the validity, legality
      or
      enforceability of any provision in any other jurisdiction, but this Shareholders
      Agreement shall be reformed, construed and enforced in such jurisdiction as
      if
      such invalid, illegal or unenforceable provision had never been contained
      herein.

     

    10.  Entire
      Agreement.
      Except
      as otherwise expressly set forth herein, this Shareholders Agreement embodies
      the complete agreement and understanding among the parties hereto with respect
      to the subject matter hereof and supersedes and preempts any prior
      understandings, agreements or representations by or among the parties, written
      or oral, which may have related to the subject matter hereof in any
      way.

     

    11.  Successors
      and Assigns.
      Except
      as otherwise provided herein, this Shareholders Agreement shall bind and inure
      to the benefit of and be enforceable by the Company and its successors and
      assigns, Biometrics and its successors and assigns, and the Shareholders and
      any
      subsequent holders of Shareholder Shares and the respective successors and
      assigns of each of them, so long as they hold Shareholder Shares, except this
      Shareholders Agreement shall not be binding on a subsequent transferee of
      Shareholder Shares who purchased the Shareholder Shares pursuant to an effective
      registration statement or through a broker, dealer or market maker pursuant
      to
      Rule 144 (or any similar provision then in force) under the Securities
      Act.

     

    12.  Counterparts.
      This
      Shareholders Agreement may be executed in multiple counterparts, each of which
      shall be an original and all of which taken together shall constitute one and
      the same agreement.

     

    13.  Remedies.
      The
      Company, Biometrics, and the Shareholders shall be entitled to enforce their
      rights under this Shareholders Agreement specifically, to recover damages by
      reason of any breach of any provision of this Shareholders Agreement and to
      exercise all other rights existing in their favor. The parties hereto agree
      and
      acknowledge that money damages would not be an adequate remedy for any breach
      of
      the provisions of this Shareholders Agreement and that the Company, Biometrics,
      and any Shareholder may in its sole discretion apply to any court of law or
      equity of competent jurisdiction for specific performance and/or injunctive
      relief (without posting a bond or other security) in order to enforce or prevent
      any violation of the provisions of this Shareholders Agreement.

     

    14.  Notices.
      All
      notices, demands and other communications to be given or delivered to
      Biometrics, the Company, or the Shareholders under or by reason of the
      provisions of this Shareholders Agreement will be in writing and will be deemed
      to have been given when personally delivered, sent by reputable overnight
      courier, transmitted by facsimile or telecopy (with a confirmation copy sent
      via
      overnight mail) or mailed by first class mail, return receipt requested, to
      the
      addresses indicated below (unless another address is so specified in
      writing):

     

    
      	
              If
                to the Company, to:

            	
              Sequiam
                Corporation

              300
                Sunport Lane

              Orlando,
                FL 32809

              Attention: Mark
                L. Mroczkowski

              Facsimile: 407-240-1431

            
	 	 
	 	
              with
                a copy to:

            
	 	 
	 	
              Greenberg
                Traurig, P.A.

              450
                South Orange Avenue, Suite 650

              Orlando,
                Florida 32801

            
	 	
              Attention: Randolph
                Fields, Esq.

              Facsimile:
                407-650-8472

            
	 	 
	
              If
                to Biometrics, to:

            	
              Biometric
                Investors, L.L.C.

              5111
                Maryland Way, Suite 201

              Brentwood,
                TN 37027

              Attention:
                Roger Brown

              Facsimile:
                (615) 221-1199

            
	 	
              with
                a copy to:

            
	 	
              Kenneth
                Hartmann, Esq.

              330
                W. State Street

              Suite
                200

              Geneva,
                IL 60134

              Facsimile:
                (630) 845-4039

               

              with
                a copy to:

               

              Stephen
                Tsoris, Esq.

              Drinker
                Biddle Gardner Carton

              191
                N. Wacker Drive

              Chicago,
                IL 60601

              Facsimile:
                (312) 569-3142

            
	
              If
                to a (the) Shareholder(s), to:

            	
              To
                the address(es) on the Company’s books and records

            
	 	 


    

    15.  Governing
      Law; Construction; Forum Selection.
      THIS
      SHAREHOLDERS AGREEMENT SHALL BE GOVERNED AND CONTROLLED BY THE INTERNAL LAWS
      OF
      THE STATE OF CALIFORNIA AS TO INTERPRETATION, ENFORCEMENT, VALIDITY,
      CONSTRUCTION, EFFECT, AND IN ALL OTHER RESPECTS.
      If any
      provision of this Shareholders Agreement shall be held to be prohibited by
      or
      invalid under applicable law, such provision shall be ineffective only to the
      extent of such prohibition or invalidity, without invalidating the remainder
      of
      such provision or remaining provisions of this Shareholders
      Agreement.

     

    16.  Business
      Days.
      If any
      time period for giving notice or taking action hereunder expires on a day which
      is a Saturday, Sunday or legal holiday in the state in which the Company’s
      chief-executive office is located, the time period shall automatically be
      extended to the business day immediately following such Saturday, Sunday or
      legal holiday.

     

    17.  Descriptive
      Headings.
      The
      descriptive headings of this Shareholders Agreement are inserted for convenience
      only and do not constitute a part of this Shareholders Agreement.

     

    18.  No
      Strict Construction.
      The
      parties hereto have participated jointly in the negotiation and drafting of
      this
      Shareholders Agreement. In the event an ambiguity or question of intent or
      interpretation arises, this Shareholders Agreement shall be construed as if
      drafted jointly by the parties hereto, and no presumption or burden of proof
      shall arise favoring or disfavoring any party by virtue of the authorship of
      any
      of the provisions of this Shareholders Agreement.

     

    (Signature
      Pages continue on the next page)

     


    
      
        CH02/
          22480467.5 

         

      

      
         

        
          

        

      

      
         

      

    


    


     

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

     

    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

    


    (Shareholder
      Signature Pages continue on next page)

     


    
      
        CH02/
          22480467.5 

         

      

      
         

        
          

        

      

      
         

      

    


    


    [first
      name, last name of Shareholder]

     

    [first
      name, last name of Shareholder]

    


     

    [first
      name, last name of Shareholder]

    


     

    [first
      name, last name of Shareholder]

    


     

    [first
      name, last name of Shareholder]

    


     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    EXHIBIT
      A

    


    SHAREHOLDERS
      AGREEMENT 

    JOINDER
      AGREEMENT

    


    


    Effective
      upon the execution hereof, the undersigned hereby agrees to become a party
      to
      that certain Shareholders Agreement, dated as of March 30, 2007, by and among
      Sequiam Corporation, a California corporation; Biometrics Investors, L.L.C.,
      a
      Delaware limited liability company; and the Shareholders party thereto from
      time
      to time (as amended or otherwise modified from time to time, the “Shareholders
      Agreement”).
      The
      undersigned, by executing this counterpart signature page, shall be entitled
      to
      all of the rights and subject to all of the obligations of Shareholder under
      the
      Shareholders Agreement. 

    


    


    Date:
      _______________________, 200_

    


    


    ______________________________

    Signature

    


    


    ______________________________

    Printed
      Name