ex10-1.htm


    
      
        

      

    

    Exhibit
      10.1


    EMPLOYMENT
      AGREEMENT

    


    This
      Employment Agreement ("Agreement") is made and entered into on this 1st day
      of
September
      2007 effective as of October 15, 2007 by and between Sequiam Corporation, a
      California corporation (the "Company"), and Chris Barrow (hereinafter, the
      "Executive").

    


    R
      E C I T
      A L S

    


    A.           The
      Executive is not now currently employed by the Company.

    


    B.           The
      Executive possesses intimate knowledge of the business and affairs of the
      Company, its policies, methods and personnel.

    


    C.           The
      Board of Directors of the Company (the "Board") recognizes that the Executive
      will contribute to the growth and success of the Company, and desires to assure
      the Company of the Executive's continued employment and to compensate him
      therefore.

    


    D.           The
      Board has determined that this Agreement will reinforce and encourage the
Executive's
      continued attention and dedication to the Company.

    


    E.           The
      Executive is willing to make his services available to the Company and on the
      terms and conditions hereinafter set forth.

    


    AGREEMENT

    


    NOW,
      THEREFORE, in consideration of the premises and mutual covenants set forth
      herein, the parties agree as follows:

    


    1.
      Employment.

    


    1.1
      Employment and Term. The Company hereby agrees to employ the Executive and
      the
      Executive hereby agrees to serve the Company on the terms and conditions set
      forth herein.

    


    1.2
      Duties of Executive. During the Term of Employment under this Agreement, the
      Executive shall serve as the Executive Vice President and Chief Operating
      Officer (“COO”) of the Company, shall faithfully and diligently perform all
      services as may be assigned to him by the Chief Executive Officer of the Company
      (the “CEO”) or the Board, and shall exercise such power and authority as may
      from time to time be delegated to him by the CEO or the Board. The Executive
      shall devote his full time and attention to the business and affairs of the
      Company, render such services to the best of his ability, and use his reasonable
      best efforts to promote the interests of the Company. Notwithstanding the
      foregoing or any other provision of this Agreement, it shall not be a breach
      or
      violation of this Agreement for the Executive to (i) serve on corporate, civic
      or charitable boards or committees, (ii) deliver lectures, fulfill speaking
      engagements or teach at educational institutions, or (iii) manage personal
      investments, so long as such activities do not significantly interfere with
      or
      significantly detract from the performance of the Executive’s responsibilities
      to the Company in accordance with this Agreement.

    


    2.
      Term.

    


    2.1
      Initial Term. The [initial] Term of Employment (as defined) below under this
      Agreement and the employment of the Executive hereunder, shall commence on
      October 1, 2007 (the "Commencement Date") and shall expire on September 30,
      2010, unless sooner terminated in accordance with Section 5 hereof (the “Initial
      Term”).

    


    2.2
      Renewal Terms. At the end of the Initial Term, the Term of Employment
      automatically shall renew for successive one year terms (subject to earlier
      termination as provided in Section 5 hereof), unless the Company or the
      Executive delivers written notice to the other at least three (3) months prior
      to the Expiration Date of its or his election not to renew the Term of
      Employment.

    


    2.3
      Term
      of Employment and Expiration Date. The period during which the Executive
      shall be employed by the Company pursuant to the terms of this Agreement is
      sometimes referred to in this Agreement as the “Term of Employment”, and the
      date on which the Term of Employment shall expire (including the date on which
      any renewal term shall expire), is sometimes referred to in this Agreement
      as
      the “Expiration Date”.

    


    3.
      Compensation.

    


    3.1
      Base
      Salary. The Executive shall receive a base salary at the annual rate of $225,000
      (the "Base Salary") during the Term of Employment, with such Base Salary payable
      in installments consistent with the Company's normal payroll schedule, subject
      to applicable withholding and other taxes. The Base Salary shall be reviewed,
      at
      least annually, for merit increases and may, by action and in the discretion
      of
      the Board, be increased at any time or from time to time, but may not be
      decreased.

    


    3.2
      Bonuses.

    


    a.
      During
      the Term of Employment, the Executive shall be eligible to receive bonuses
      pursuant to the annual sales plan as may be amended from bonus formula,
      discretionary bonus; Partial year Bonus (the “Bonus”).

    


    b.
      For
      the Bonus Period in which the Executive’s employment with the Company terminates
      for any reason other than by the Company for Cause under Section 5.1hereof,
      the
      Company shall pay the Executive a pro rata portion (based upon the period ending
      on the date on which the Executive’s employment with the Company terminates) of
      the bonus otherwise payable under Section 3.2a for the Bonus Period in which
      such termination of employment occurs; provided, however, that (i) the Bonus
      Period shall be deemed to end on the last day of the fiscal quarter of the
      Company in which the Executive’s employment so terminates, and (ii) the business
      criteria used to determine the bonus for this short Bonus Period shall be
      annualized and shall be determined based upon unaudited financial information
      prepared in accordance with generally accepted accounting principles, applied
      consistently with prior periods, and reviewed and approved by the Compensation
      Committee of the Board. The Incentive Compensation for this Bonus Period is
      sometimes hereinafter referred to as the “Termination Year Bonus”.

    


               
         d. The Executive shall receive such additional bonuses, if
      any, as the Board may in its sole and absolute discretion
      determine.

    


    e.
      Any
      bonuses payable pursuant to this Section 3.2 are sometimes hereinafter referred
      to as “Incentive Compensation.” Each period for which Incentive Compensation is
      payable is sometimes hereinafter referred to as a Bonus Period. Unless otherwise
      specified by the Board, the Bonus Period shall be the fiscal year of the
      Company.

    


    f.
      Any
      Incentive Compensation payable pursuant to this Section 3.2shall be paid by
      the
      Company to the Executive within 2 1⁄2 months after the end of the Bonus Period for
      which it is payable.

    


    4.
      Expense Reimbursement and Other Benefits.

    


    4.1
      Reimbursement of Expenses. Upon the submission of proper substantiation by
      the
      Executive, and subject to such rules and guidelines as the Company may from
      time
      to time adopt with respect to the reimbursement of expenses of executive
      personnel, the Company shall reimburse the Executive for all reasonable expenses
      actually paid or incurred by the Executive during the Term of Employment in
      the
      course of and pursuant to the business of the Company. The Executive shall
      account to the Company in writing for all expenses for which reimbursement
      is
      sought and shall supply to the Company copies of all relevant invoices, receipts
      or other evidence reasonably requested by the Company.

    


    4.2
      Compensation/Benefit Programs. During the Term of Employment, the Executive
      shall be entitled to participate in all medical, dental, hospitalization,
      accidental death and dismemberment, disability, travel and life insurance plans,
      and any and all other plans as are presently and hereinafter offered by the
      Company to its executive personnel, including savings, pension, profit-sharing
      and deferred compensation plans, subject to the general eligibility and
      participation provisions set forth in such plans.

    


    4.3
      Working Facilities. During the Term of Employment, the Company shall furnish
      the
      Executive with an office, secretarial help and such other facilities and
      services suitable to his position and adequate for the performance of his duties
      hereunder.

    


    4.4
      During the Term of Employment, the Company shall reimburse the Executive for
      all
      costs of gasoline, oil, repairs, maintenance, insurance and other expenses
      incurred by Executive by reason of the use of Executive’s automobile for Company
      business from time to time.

    


    4.5
      Stock
      Options. During the Term of Employment, the Executive shall be eligible to
      be
      granted options (the “Stock Options”) to purchase common stock (the "Common
      Stock") of Sequiam Corporation under (and therefore subject to all terms and
      conditions of) the Company’s 2003
      Employee Stock Incentive Plan as amended, and any successor
      plan thereto (the "Stock Option Plan") and all rules of regulation of the
      Securities and Exchange Commission applicable to stock option plans then in
      effect. The number of Stock Options and terms and conditions of the Stock
      Options shall be determined by the committee of the Board appointed pursuant
      to
      the Stock Option Plan, or by the Board of Directors of the Company, in its
      discretion and pursuant to the Stock Option Plan.

    


    4.6
      Other
      Benefits. The Executive shall be entitled to three weeks of paid vacation each
      calendar year during the Term of Employment, to be taken at such times as the
      Executive and the Company shall mutually determine and provided that no vacation
      time shall significantly interfere with the duties required to be rendered
      by
      the Executive hereunder. Any vacation time not taken by Executive during any
      calendar year may not be carried forward into any succeeding calendar year.
      The
      Executive shall receive such additional benefits, if any, as the Board of the
      Company shall from time to time determine.

    


    4.7
      Withholding. Anything in this Agreement to the contrary notwithstanding, all
      payments required to be made by the Company hereunder to the Executive or his
      estate or beneficiaries shall be subject to the withholding of such amounts
      relating to taxes as the Company may reasonably determine it should withhold
      pursuant to any applicable law or regulation. In lieu of withholding such
      amounts, in whole or in part, the Company may, in its sole discretion, accept
      other provisions for payment of taxes and withholding as required by law,
      provided it is satisfied that all requirements of law affecting its
      responsibilities to withhold have been satisfied.

    


    5.
      Termination.

    


    5.1
      Termination for Cause. The Company shall at all times have the right, upon
      written notice to the Executive, to terminate the Term of Employment, for Cause
      as defined below. For purposes of this Agreement, the term "Cause" shall mean
      (i) an action or omission of the Executive which constitutes a willful and
      material breach of, or willful and material failure or refusal (other than
      by
      reason of his disability or incapacity) to perform his duties under, this
      Agreement which is not cured within fifteen (15) days after receipt by the
      Executive of written notice of same, (ii) fraud, embezzlement, misappropriation
      of funds or breach of trust in connection with his services hereunder, (iii)
      a
      conviction of any crime which involves dishonesty or a breach of trust, or
      (iv)
      negligence in connection with the performance of the Executive's duties
      hereunder, and which the Board in its reasonable discretion deems to be good
      and
      sufficient cause to terminate the Executive’s employment with the Company. Any
      termination for Cause shall be made by notice in writing to the Executive,
      which
      notice shall set forth in reasonable detail all acts or omissions upon which
      the
      Company is relying for such termination. The Executive shall have the right
      to
      address the Board regarding the acts set forth in the notice of termination
      and
      may be represented by counsel at that meeting of the Board. For purposes of
      this
      Section 5.1, any good faith determination by the Board of Cause shall be binding
      and conclusive on all interested parties. Upon any termination pursuant to
      this
      Section 5.1, the Company shall pay to the Executive any unpaid Base Salary
      through the date of termination. Upon any termination effected and compensated
      pursuant to this Section 5.1, the Company shall have no further liability
      hereunder (other than for reimbursement for reasonable business expenses
      incurred prior to the date of termination, subject, however, to the provisions
      of Section 4.1.

    


    5.2
      Disability. In the event the Executive shall be unable, or fail, to perform
      the
      essential functions of his position, with or without reasonable accommodation,
      for any period of three months or more in any 12 month period, the Company
      shall
      have the option, in accordance with applicable law, to terminate this Agreement
      upon written notice to the Executive. Upon termination pursuant to this Section
      5.2, the Company shall (i) pay to the Executive any unpaid Base Salary through
      the effective date of termination specified in such notice, (ii) pay to the
      Executive his accrued but unpaid Incentive Compensation, if any, for any Bonus
      Period ending on or before the date of termination of the Executive’s employment
      with the Company  Upon any termination effected and compensated
      pursuant to this Section 5.2, the Company shall have no further liability
      hereunder (other than for reimbursement for reasonable business expenses
      incurred prior to the date of termination, subject, however to the provisions
      of
      Section 4.1, and payment of compensation for unused vacation days that have
      accumulated during the calendar year in which such termination
      occurs).

    


    5.3
      Death. Upon the death of the Executive during the Term of Employment, the
      Company shall (i) pay to the estate of the deceased Executive any unpaid Base
      Salary through the Executive's date of death, (ii) pay to the estate of the
      deceased Executive his accrued but unpaid Incentive Compensation, if any, for
      any Bonus Period ending on or before the Executive’s date of death, and (iii)
      pay to the estate of the deceased Executive, the Executive’s Termination Year
      Bonus, if any, at the time provided in Section 3.2 hereof. Upon any termination
      effected and compensated pursuant to this Section 5.3, the Company shall have
      no
      further liability hereunder (other than for reimbursement for reasonable
      business expenses incurred prior to the date of the Executive's death, subject,
      however to the provisions of Section 4.1, and payment of compensation for unused
      vacation days that have accumulated during the calendar year in which such
      termination occurs).

    


    5.4
      Termination Without Cause. The Company shall have the right to terminate the
      Term of Employment at any time by written notice to the Executive not less
      than
30
      days
      prior to the effective date of such termination. Upon any termination pursuant
      to this Section 5.4 (that is not a termination under any of Sections 5.1, 5.2,
      5.3 [or] 5.5 [or 5.6], the Company shall (i) pay to the Executive any unpaid
      Base Salary through the date of termination specified in such notice, (ii)
      pay
      to the Executive the accrued but unpaid Incentive Compensation, if any, for
      any
      Bonus Period ending on or before the termination of the Term of Employment,
      (iii) continue to pay the Executive's Base Salary for a period (the “
Continuation Period”) of three months following the termination of the
      Executive’s employment with the Company, in the manner and at such times as the
      Base Salary otherwise would have been payable to the Executive, (iv) continue
      to
      pay the Executive Incentive Compensation and continue to provide the Executive
      with benefits that are comparable, in the aggregate, to the benefits he was
      receiving under Sections 4.2 and 4.4 hereof (the “Benefits”), through the end of
      the Continuation Period in the manner and at such times as the Incentive
      Compensation and Benefits otherwise would have been payable or provided to
      the
      Executive; (v) pay to the Executive his Termination Year Bonus, if any, at
      the
      time provided in Section 3.2; and (vi) pay to the Executive as a single lump
      sum
      payment, within 30 days of the Expiration Date, a lump sum benefit equal to
      the
      value of the portion of his benefits under any savings, pension, profit sharing
      or deferred compensation plans that are forfeited under such plans by reason
      of
      the termination of his employment hereunder prior to the end of the Continuation
      Period, and the Benefits shall not be in less, in the aggregate, than the
      Benefits provided to the Executive during the calendar year in which the Term
      of
      Employment terminates. In the event that the Company is unable to provide the
      Executive with any Benefits required hereunder by reason of the termination
      of
      the Term of Employment pursuant to this Section 5.4, then the Company shall
      pay
      the Executive cash equal to the value of the Benefit that otherwise would have
      accrued for the Executive's benefit under the plan, for the period during which
      such Benefits could not be provided under the plans, said cash payments to
      be
      made monthly throughout the Continuation Period. The Company's good faith
      determination of the amount that would have been contributed or the value of
      any
      Benefits that would have accrued under any plan shall be binding and conclusive
      on the Executive. For this purpose, the Company may use as the value of any
      Benefit the cost to the Company of providing that Benefit to the Executive
      Further, the Executive shall continue to vest in the Executive's Stock Options
      through the end of the Continuation Period in the same manner and to the same
      extent as if his employment hereunder terminated on the last day of the
      Continuation Period. Upon any termination effected and compensated pursuant
      to
      this Section 5.4, the Company shall have no further liability hereunder (other
      than for reimbursement for reasonable business expenses incurred prior to the
      date of termination, subject, however, to the provisions of Section 4.1, and
      payment of compensation for unused vacation days that have accumulated during
      the calendar year in which such termination occurs)].

    


    5.5
      Termination by Executive.

    


    a.
      The
      Executive shall at all times have the right, by written notice not less than
      (30) days prior to the termination date, to terminate the Term of
      Employment.

    


    b.
      Upon
      termination of the Term of Employment pursuant to this Section 5.5 (that is
      not
      a termination under Section 5.6) by the Executive without Good Reason (as
      defined below), the Company shall (i) pay to the Executive any unpaid Base
      Salary through the effective date of termination of the Term of Employment
      specified in such notice and (ii) pay to the Executive his accrued but unpaid
      Incentive Compensation, if any, for any Bonus Period ending on or before the
      date on which the Term of Employment terminates. Upon any termination effected
      and compensated pursuant to this Section 5.5(b), the Company shall have no
      further liability hereunder (other than for reimbursement for reasonable
      business expenses incurred prior to the date of termination, subject, however,
      to the provisions of Section 4.1, and payment of compensation for unused
      vacation days that have accumulated during the calendar year in which such
      termination occurs).

    


    c.
      Upon
      termination of the Term of Employment pursuant to this Section 5.5 (that is
      not
      a termination under Section 5.6) by the Executive for Good Reason, the Company
      shall pay to the Executive the same amounts, and shall continue or compensate
      for Benefits in the same amounts, that would have been payable or provided
      by
      the Company to the Executive under Section 5.4 of this Agreement if the Term
      of
      Employment had been terminated by the Company without Cause. Upon any
      termination effected and compensated pursuant to this Section 5.5(c), the
      Company shall have no further liability hereunder (other than for reimbursement
      for reasonable business expenses incurred prior to the date of termination,
      subject, however, to the provisions of Section 4.1, and payment of compensation
      for unused vacation days that have accumulated during the calendar year in
      which
      such termination occurs).

    


    d.
      For
      purposes of this Agreement, “Good Reason” shall mean (i) the assignment to the
      Executive of any duties inconsistent in any respect with the Executive's
      position (including status, offices, titles and reporting requirements),
      authority, duties or responsibilities as contemplated by Section 1.2 of this
      Agreement, or any other action by the Company which results in a material
      diminution in such position, authority, duties or responsibilities, excluding
      for this purpose an isolated, insubstantial and inadvertent action not taken
      in
      bad faith and which is remedied by the Company promptly after receipt of notice
      thereof given by the Executive; (ii) any material failure by the Company to
      comply with any of the provisions of Article 3 of this Agreement, other than
      an
      isolated, insubstantial and inadvertent failure not occurring in bad faith
      and
      which is remedied by the Company promptly after receipt of notice thereof given
      by the Executive; (iii) the Company's requiring the Executive to be based at
      any
      office or location outside of the United States, except for travel reasonably
      required in the performance of the Executive's responsibilities. For purposes
      of
      this Section 5.5(d), any good faith determination of "Good Reason" made by
      the
      Board, shall be binding and conclusive on all interested parties.

    


    5.6
      Change in Control of the Company.

    


    a.
      Unless
      otherwise provided in Section 5.7 hereof, In the event that (i) a Change in
      Control (as defined in paragraph (b) of this Section 5.6) in the Company shall
      occur during the Term of Employment, and (ii) either (x) prior to the earlier
      of
      the Expiration Date
      and
      one year after the date of the Change in Control, either (1) the Term of
      Employment is terminated by the Company without Cause, pursuant to Section
      5.4
      hereof or (2) the Executive terminates the Term of Employment for Good Reason
      pursuant to Section 5.5(b) hereof as defined in Section 5.5(d) hereof, or (y)
      the Executive terminates the Term of Employment for any reason within 30 days
      after (x) his first anniversary of the date on which the Change in Control
      occurs, the Company shall (1) pay to the Executive any unpaid Base Salary
      through the effective date of termination, (2) pay to the Executive the
      Incentive Compensation, if any, not yet paid to the Executive for any year
      prior
      to such termination, at such time as the Incentive Compensation otherwise would
      have been payable to the Executive, (3) pay to the Executive his Termination
      Year Bonus, if any, at the time provided in Section 3.2 hereof, and (4) pay
      to
      the Executive as a single lump sum payment, within 30 days of the termination
      of
      the Term of Employment, a lump sum payment equal to the sum of (x) [two] times
      the sum of the Executive's annual Base Salary, Incentive Compensation, and
      the
      value of the annual fringe benefits (based upon their cost to the Company)
      required to be provided to the Executive under Sections 4.2 and 4.4 hereof,
      for
      the fiscal year immediately preceding the year in which the Term of Employment
      terminates, plus (y) the value of the portion of his benefits under any savings,
      pension, profit sharing or deferred compensation plans that are forfeited under
      those plans by reason of the termination of his employment hereunder. Further,
      upon the Change in Control, the Executive's Stock Options shall immediately
      vest. The Company shall have no further liability hereunder (other than for
      (1)
      reimbursement for reasonable business expenses incurred prior to the date of
      termination, subject, however, to the provisions of Section 4.1, and (2) payment
      of compensation for unused vacation days that have accumulated during the
      calendar year in which such termination occurs).

    


    b.
      For
      purposes of this Agreement, the term “Change in Control” shall mean: (i) The
      acquisition by any Person of Beneficial Ownership (within the meaning of Rule
      13d-3 promulgated under the Securities Exchange Act of 1934) of more than fifty
      percent (50%) of either (A) the then outstanding shares of common stock of
      the
      Company (the “Outstanding Company Common Stock”) or (B) the combined voting
      power of the then outstanding voting securities of the Company entitled to
      vote
      generally in the election of
      directors (the “Outstanding Company Voting Securities) (the foregoing Beneficial
      Ownership hereinafter being referred to as a "Controlling Interest"); provided,
      however, that for purposes of this Section 5.6(b), the following acquisitions
      shall not constitute or result in a Change of Control: (v) any acquisition
      directly from the Company; (w) any acquisition by the Company; (x) any
      acquisition by any person that as of the Commencement Date owns Beneficial
      Ownership of a Controlling Interest; (y) any acquisition by any employee benefit
      plan (or related trust) sponsored or maintained by the Company or any subsidiary
      of the Company; or (z) any acquisition by any corporation pursuant to a
      transaction which complies with clauses (A), (B) and (C) of subsection (iii)
      below; or (ii) During any period of two (2) consecutive years (not including
      any
      period prior to the Commencement Date) individuals who constitute the Board
      on
      the Commencement Date (the “Incumbent Board”) cease for any reason to constitute
      at least a majority of the Board; provided, however, that any individual
      becoming a director subsequent to the Commencement Date whose election, or
      nomination for election by the Company’s shareholders, was approved by a vote of
      at least a majority of the directors then comprising the Incumbent Board shall
      be considered as though such individual were a member of the Incumbent Board,
      but excluding, for this purpose, any such individual whose initial assumption
      of
      office occurs as a result of an actual or threatened election contest with
      respect to the election or removal of directors or other actual or threatened
      solicitation of proxies or consents by or on behalf of a Person other than
      the
      Board; or (iii) Consummation of a reorganization, merger, statutory share
      exchange or consolidation or similar corporate transaction involving the Company
      or any of its subsidiaries, a sale or other disposition of all or substantially
      all of the assets of the Company, or the acquisition of assets or stock of
      another entity by the Company or any of its subsidiaries (each a “Business
      Combination”), in each case, unless, following such Business Combination, (A)
      all or substantially all of the individuals and entities who were the Beneficial
      Owners, respectively, of the Outstanding Company Common Stock and Outstanding
      Company Voting Securities immediately prior to such Business Combination
      beneficially own, directly or indirectly, more than fifty percent (50%) of
      the
      then outstanding shares of common stock and the combined voting power of the
      then outstanding voting securities entitled to vote generally in the election
      of
      directors, as the case may be, of the corporation resulting from such Business
      Combination (including, without limitation, a corporation which as a result
      of
      such transaction owns the Company or all or substantially all of the Company’s
      assets either directly or through one or more subsidiaries) in substantially
      the
      same proportions as their ownership, immediately prior to such Business
      Combination of the Outstanding Company Common Stock and Outstanding Company
      Voting Securities, as the case may be, (B) no Person (excluding any employee
      benefit plan (or related trust) of the Company or such corporation resulting
      from such Business Combination beneficially owns, directly or indirectly, twenty
      percent (20%) or more of, respectively, the then outstanding shares of common
      stock of the corporation resulting from such Business Combination or any Person
      that as of the Commencement Date owns Beneficial Ownership of a Controlling
      Interest beneficially owns, directly or indirectly, more than fifty percent
      (50%) of the then outstanding shares of common stock of the corporation
      resulting from such Business Combination or the combined voting power of the
      then outstanding voting securities of such corporation except to the extent
      that
      such ownership existed prior to the Business Combination, and (C) at least
      a
      majority of the members of the Board of Directors of the corporation resulting
      from such Business Combination were members of the Incumbent Board at the time
      of the execution of the initial agreement, or of the action of the Board,
      providing for such Business Combination; or (iv) approval by the shareholders
      of
      the Company of a complete liquidation or dissolution of the
      Company.

    


    c.
      For
      purposes of this Section 5.6(b), the term “Person” shall have the meaning
      ascribed to such term in Section 3(a)(9) of the Securities Exchange Act of
      1934
      and used in Sections 13(d) and 14(d) thereof, and shall include a “group” as
      defined in Section  3(d) thereof.

    


    5.7
      Obligation to Mitigate Damages. In the event of termination of the Term
      of
      Employment, the Executive shall make reasonable efforts to mitigate damages
      by
      seeking other employment, provided, however, that the Executive shall not be
      required to accept a position of substantially different character than the
      position from which the Executive was terminated. To the extent that the
      Executive shall receive compensation, benefits and service credit for benefits
      from such other employment, the payment to be made and the benefits and service
      credit for benefits to be provided by the Company under the provisions of this
      Article 5 shall be correspondingly reduced.

    


    5.8
      Resignation. Upon any termination of employment pursuant to this Article 5,
      the
      Executive shall be deemed to have resigned as an officer of the Company and
      its
      subsidiaries, and if he or she was then serving as a director of the Company
      or
      any of its subsidiaries, as a director of the Company and its subsidiaries,
      and
      if required by the Board, the Executive shall upon such termination execute
      a
      resignation letter to the applicable board.

    


    5.10
      Survival. The provisions of this Article 5 shall survive the termination of
      the
      Term
      of Employment or expiration of the term of this Agreement.

    


    6.
      Restrictive Covenants.

    


    6.1
      Non-competition.

    


    a.
      At all
      times during the Restricted Period, the Executive shall not, directly or
      indirectly, engage in any competition with, or have any interest in any sole
      proprietorship, corporation, company, partnership, association, venture or
      business or any other person or entity (whether as an employee, officer,
      director, partner, agent, security holder, creditor, consultant or otherwise)
      that directly or indirectly (or through any affiliated entity) a Competing
      Business; provided that such provision shall not apply to the Executive's
      ownership of Common Stock of the Company or the acquisition by the Executive,
      solely as an investment, of securities of any issuer that is registered under
      Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended,
      and
      that are listed or admitted for trading on any United States national securities
      exchange or that are quoted on the Nasdaq Stock Market, or any similar system
      or
      automated dissemination of quotations of securities prices in common use, so
      long as the Executive does not control, acquire a controlling interest in or
      become a member of a group which exercises direct or indirect control of, more
      than two percent (2%) of any class of capital stock of such
      corporation.

    


    b.
      For
      purposes of this Agreement, the “Restricted Period” shall be the Term of
      Employment and if the Term of Employment is terminated for any reason other
      than
      by the Company for Cause (as defined in Section 5.1 hereof) or by the Executive
      for Good Reason (as defined in Section 5.5(d) hereof), the two (2) year period
      immediately following termination of the Term of Employment.

    


    c.
      For
      purposes of this Agreement, a Competing Business shall mean any
      business of providing Biometrically enabled  products, solutions,
      software, hardware OEM or ODM services.

    


    6.2
      Confidential Information. The Executive shall not at any time divulge,
      communicate, use to the detriment of the Company or for the benefit of any
      other
      person or persons, or misuse in any way, any Confidential Information (as
      hereinafter defined) pertaining to the business of the Company. Any Confidential
      Information or data now or hereafter acquired by the Executive with respect
      to
      the business of the Company (which shall include, but not be limited to,
      information concerning the Company's financial condition, prospects, technology,
      customers, suppliers, sources of leads and methods of doing business) shall
      be
      deemed a valuable, special and unique asset of the Company that is received
      by
      the Executive in confidence and as a fiduciary, and Executive shall remain
      a
      fiduciary to the Company with respect to all of such information. For purposes
      of this Agreement, "Confidential Information" means all trade secrets and
      information disclosed to the Executive or known by the Executive as a
      consequence of or through the unique position of his employment with the Company
      (including information conceived, originated, discovered or developed by the
      Executive and information acquired by the Company from others) prior to or
      after
      the date hereof, and not generally or publicly known (other than as a result
      of
      unauthorized disclosure by the Executive), about the Company or its business.
      Notwithstanding the foregoing, nothing herein shall be deemed to restrict the
      Executive from disclosing Confidential Information as required to perform his
      duties under this Agreement or to the extent required by law. Upon request
      by
      the Company, the Executive shall deliver promptly to the Company upon
      termination of his services for the Company, or at any time thereafter as the
      Company may request, all Company memoranda, notes, records, reports, manuals,
      drawings, designs, computer files in any media and other documents (and all
      copies thereof) containing such Confidential Information and all property of
      the
      Company or any other Company affiliate, which he may then possess or have under
      his control.

    


    6.3
      Nonsolicitation of Employees and Customers. At all times during the Restricted
      Period, the Executive shall not, directly or indirectly, for himself or for
      any
      other person, firm, corporation, partnership, association or other entity (a)
      employ or attempt to employ or enter into any contractual arrangement with
      any
      employee or former employee of the Company, unless such employee or former
      employee has not been employed by the Company for a period in excess of six
      months, and/or (b) call on or solicit any of the actual or targeted prospective
      customers or clients of the Company on behalf of any person or entity in
      connection with any Competing Business nor shall the Executive make known the
      names and addresses of such clients or any information relating in any manner
      to
      the Company's trade or business relationships with such customers, other than
      in
      connection with the performance of Executive's duties under this
      Agreement.

    


    6.4
      Ownership of Developments. All processes, concepts, techniques, inventions
      and
      works of authorship, including new contributions, improvements, formats,
      packages, programs, systems, machines, compositions of matter manufactured,
      developments, applications and discoveries, and all copyrights, patents, trade
      secrets, or other  intellectual property rights associated therewith
      conceived, invented, made, developed or created by the Executive during the
      Term
      of Employment either during the course of performing work for the Companies
      or
      their clients or which are related in any manner to the business (commercial
      or
      experimental) of the Company or its clients (collectively, the “Work Product”)
      shall belong exclusively to the Company and shall, to the extent possible,
      be
      considered a work made by the Executive for hire for the Company within the
      meaning of Title 17 of the United States Code. To the extent the Work Product
      may not be considered work made by the Executive for hire for the Company,
      the
      Executive agrees to assign, and automatically assign at the time of creation
      of
      the Work Product, without any requirement of further consideration, any right,
      title, or interest the Executive may have in such Work Product. Upon the request
      of the Company, the Executive shall take such further actions, including
      execution and delivery of instruments of conveyance, as may be appropriate
      to
      give full and proper effect to such assignment. The Executive shall further:
      (a)
      promptly disclose the Work Product to the Company; (b) assign to the Company,
      without additional compensation, all patent or other rights to such Work Product
      for the United States and foreign countries; (c) sign all papers necessary
      to
      carry out the foregoing; and (d) give testimony in support of his inventions,
      all at the sole cost and expense of the Company.

    


    6.5
      Books
      and Records. All books, records, and accounts relating in any manner to the
      customers or clients of the Company, whether prepared by the Executive or
      otherwise coming into the Executive's possession, shall be the exclusive
      property of the Company
      and shall be returned immediately to the Company on termination of the
      Executive's employment hereunder or on the Company's request at any
      time.

    


    6.6
      Definition of Company. Solely for purposes of this Article 6, the term
"Company"
      also shall include any existing or future subsidiaries of the Company that
      are
      operating during the time periods described herein and any other entities that
      directly or indirectly, through one or more intermediaries, control, are
      controlled by or are under common control with the Company during the periods
      described herein.

    


    6.7
      Acknowledgment by Executive. The Executive acknowledges and confirms that the
      restrictive covenants contained in this Article 6 (including without limitation
      the length of the term of the provisions of this Article 6) are reasonably
      necessary to protect the legitimate business interests of the Company, and
      are
      not overbroad, overlong, or unfair and are not the result of overreaching,
      duress or coercion of any kind. The Executive further acknowledges and confirms
      that the compensation payable to the Executive under this Agreement is in
      consideration for the duties and obligations of the Executive hereunder,
      including the restrictive covenants contained in this Article 6, and that such
      compensation is sufficient, fair and reasonable. The Executive further
      acknowledges and confirms that his full, uninhibited and faithful observance
      of
      each of the covenants contained in this Article 6 will not cause him any undue
      hardship, financial or otherwise, and that enforcement of each of the covenants
      contained herein will not impair his ability to obtain employment commensurate
      with his abilities and on terms fully acceptable to him or otherwise to obtain
      income required for the comfortable support of him and his family and the
      satisfaction of the needs of his creditors. The Executive
      acknowledges and confirms that his special knowledge of the business of the
      Company
      is such as would cause the Company serious injury or loss if he were to use
      such
      ability and knowledge to the benefit of a competitor or were to compete with
      the
      Company in violation of the terms of this Article 6. The Executive further
      acknowledges that the restrictions contained in this Article 6 are intended
      to
      be, and shall be, for the benefit of and shall be enforceable by, the Company’s
      successors and assigns. The Executive expressly agrees that upon any breach
      or
      violation of the provisions of this Article 6, the Company shall be entitled,
      as
      a matter of right, in addition to any other rights or remedies it may have,
      to
      (a) temporary and/or permanent injunctive relief in any court of competent
      jurisdiction as described in Section 6.10 hereof, and (b) such damages as are
      provided at law or in equity. The existence of any claim or cause of action
      against the Company or its affiliates, whether predicated upon this Agreement
      or
      otherwise, shall not constitute a defense to the enforcement of the restrictions
      contained in this Article 6.

    


    6.8
      Reformation by Court. In the event that a court of competent jurisdiction shall
      determine that any provision of this Article 6 is invalid or more restrictive
      than permitted under the governing law of such jurisdiction, then only as to
      enforcement of this Article 6 within the jurisdiction of such court, such
      provision shall be interpreted or reformed and enforced as if it provided for
      the maximum restriction permitted under such governing law.

    


    6.9
      Extension of Time. If the Executive shall be in violation of any provision
      of
      this Article 6, then each time limitation set forth in this Article 6 shall
      be
      extended for a period of time equal to the period of time during which such
      violation or violations occur. If the Company seeks injunctive relief from
      such
      violation in any court, then the covenants set forth in this Article 6 shall
      be
      extended for a period of time equal to the pendency of such proceeding including
      all appeals by the Executive.

    


    6.10
      Injunction. It is recognized and hereby acknowledged by the parties hereto
      that
      a breach by the Executive of any of the covenants contained in Article 6 of
      this
Agreement
      will cause irreparable harm and damage to the Company, the monetary amount
      of
      which may be virtually impossible to ascertain. As a result, the Executive
      recognizes and hereby acknowledges that the Company shall be entitled to an
      injunction from any court of competent jurisdiction enjoining and restraining
      any violation of any or all of the covenants contained in Article 6 of this
      Agreement by the Executive or any of his affiliates, associates, partners or
      agents, either directly or indirectly, and that such right to injunction shall
      be cumulative and in addition to whatever other remedies the Company may
      possess.

    


    6.11
      Survival. The provisions of this Article 6 shall survive the termination of
      the
      Term of Employment or expiration of the term of Agreement.

    


    7.
      Mediation. Except to the extent the Company has the right to seek an injunction
      under Section 6.10 hereof, in the event a dispute arises out of or relates
      to
      this Agreement, or the breach thereof, and if the dispute cannot be settled
      through negotiation, the parties hereby agree first to attempt in good faith
      to
      settle the dispute by mediation administered by the American Arbitration
      Association under its Employment Mediation Rules before resorting to arbitration
      pursuant to Section 8 hereof.

    


    8.
      Arbitration.

    


    8.1
      Exclusive Remedy. The parties recognize that litigation in federal or state
      courts or before federal or state administrative agencies of disputes arising
      out of the Executive’s employment with the Company or out of this Agreement, or
      the Executive’s termination of employment or termination of this Agreement, may
      not be in the best interests of either the Executive or the Company, and may
      result in unnecessary costs, delays, complexities, and uncertainty. The parties
      agree that any dispute between the parties arising out of or relating to the
      Executive’s employment, or to the negotiation, execution, performance or
      termination of this Agreement or the Executive’s employment, including, but not
      limited to, any claim arising out of this Agreement, claims under Title VII
      of
      the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the
      Age
      Discrimination in Employment Act of 1967, the Americans with Disabilities Act
      of
      1990, Section 1981 of the Civil Rights Act of 1966, as amended, the Family
      Medical Leave Act, the Employee Retirement Income Security Act, and any similar
      federal, state or local law, statute, regulation, or any common law doctrine,
      whether that dispute arises during or after employment shall be resolved by
      arbitration in the Broward County, Florida area, in accordance with the National
      Employment Arbitration Rules of the American Arbitration Association, as
      modified by the provisions of this Section 8. Except as set forth below with
      respect to Section 6 of this Agreement, the parties each further agree that
      the
      arbitration provisions of this Agreement shall provide each party with its
      exclusive remedy, and each party expressly waives any right it might have to
      seek redress in any other forum, except as otherwise expressly provided in
      this
      Agreement. Notwithstanding anything in this Agreement to the contrary, the
      provisions of this Section 8 shall not apply to any injunctions that may be
      sought with respect to disputes arising out of or relating to Section 6 of
      this
      Agreement. The parties acknowledge and agree that their obligations under this
      arbitration agreement survive the expiration or termination of this Agreement
      and continue after the termination of the employment relationship between the
      Executive and the Company. By election of arbitration as the means for final
      settlement of all claims, the parties hereby waive their respective rights
      to,
      and agree not to, sue each other in any action in a Federal, State or local
      court with respect to such claims, but may seek to enforce in court an
      arbitration award rendered pursuant to this Agreement. The parties specifically
      agree to waive their respective rights to a trial by jury, and further agree
      that no demand, request or motion will be made for trial by jury.

    


    8.2
      Arbitration Procedure and Arbitrator’s Authority. In the arbitration proceeding,
      each party shall be entitled to engage in any type of discovery permitted by
      the
      Federal Rules of Civil Procedure, to retain its own counsel, to present evidence
      and crossexamine witnesses, to purchase a stenographic record of the
      proceedings, and to submit posthearing briefs. In reaching his/her decision,
      the
      arbitrator shall have no authority to add to, detract from, or otherwise modify
      any provision of this Agreement. The arbitrator shall submit with the award
      a
      written opinion which shall include findings of fact and conclusions of law.
      Judgment upon the award rendered by the arbitrator may be entered in any court
      having competent jurisdiction.

    


    8.3.
      Effect of Arbitrator’s Decision: Arbitrator’s Fees. The decision of the
      arbitrator shall be final and binding between the parties as to all claims
      which
      were or could have been raised in connection with the dispute, to the full
      extent permitted by law. In all cases in which applicable federal law precludes
      a waiver of judicial remedies, the parties agree that the decision of the
      arbitrator shall be a condition precedent to the institution or maintenance
      of
      any legal, equitable, administrative, or other formal proceeding by the
      Executive in connection with the dispute, and that the decision and opinion
      of
      the arbitrator may be presented in any other forum on the merits of the dispute.
      If the arbitrator finds that the Executive was terminated in violation of law
      or
      this Agreement, the parties agree that the arbitrator acting hereunder shall
      be
      empowered to provide the Executive with any remedy available should the matter
      have been tried in a court, including equitable and/or legal remedies,
      compensatory damages and back pay. The
      arbitrator’s fees and expenses and all administrative fees and expenses
      associated with the filing of the arbitration (the “Fees”) shall be borne by the
      non-prevailing party.

    


    9.
      Section 162(m) Limits. Notwithstanding any other provision of this Agreement
      to
      the contrary, if and to the extent that any remuneration payable by the Company
      to the Executive
      for any year would exceed the maximum amount of remuneration that the Company
      may deduct for that year under Section 162(m) (“Section 162(m)”) of the Internal
      Revenue Code of 1986, as amended (the “Code”), payment of the portion of the
      remuneration for that year that would not be so deductible under Section 162(m)
      shall, in the sole discretion of the Board, be deferred and become payable
      at
      such time or times as the Board determines that it first would be deductible
      by
      the Company under Section 162(m), with interest at the “short-term applicable
      rate” as such term is defined in Section 1274(d) of the Code. The limitation set
      forth under this Section 9 shall not apply with respect to any amounts payable
      to the Executive pursuant to Article 5 hereof.

    


    10.
      Assignment. The Company shall have the right to assign this Agreement and its
      rights and obligations hereunder in whole, but not in part, to any corporation
      or other entity with or into which the Company may hereafter merge or
      consolidate or to which the Company may transfer all or substantially all of
      its
      assets, if in any such case said corporation or other entity shall by operation
      of law or expressly in writing assume all obligations of the Company hereunder
      as fully as if it had been originally made a party hereto, but may not otherwise
      assign this Agreement or its rights and obligations hereunder. The Executive
      may
      not assign or transfer this Agreement or any rights or obligations
      hereunder.

    


    11.
      Governing Law;. This Agreement shall be governed by and construed and enforced
      in accordance with the internal laws of the State of Florida, without regard
      to
      principles of conflict of laws.

    


    12.
      Jurisdiction and Venue;. The parties acknowledge that a substantial portion
      of
      the negotiations, anticipated performance and execution of this Agreement
      occurred or shall occur in Orlando, Florida, and that, therefore, without
      limiting the jurisdiction or venue of any other federal or state courts, each
      of
      the parties irrevocably and unconditionally (a) agrees that any suit, action
      or
      legal proceeding arising out of or relating to this Agreement which is expressly
      permitted by the terms of this Agreement to be brought in a court of law, shall
      be brought in the courts of record of the State of Florida in Orange County
      or
      the court of the United States, Middle District of Florida; (b) consents to
      the
      jurisdiction of each such court in any such suit, action or proceeding; (c)
      waives any objection which it or he may have to the laying of venue of any
      such
      suit, action or proceeding in any of such courts; and (d) agrees that service
      of
      any court papers may be effected on such party by mail, as provided in this
      Agreement, or in such other manner as may be provided under applicable laws
      or
      court rules in such courts.

     

    13.
      Entire Agreement. This Agreement constitutes the entire agreement between the
      parties hereto with respect to the subject matter hereof and, upon its
      effectiveness, shall supersede all prior agreements, understandings and
      arrangements, both oral and written, between the Executive and the Company
      (or
      any of its affiliates) with respect to such subject matter. This Agreement
      may
      not be modified in any way unless by a written instrument signed by both the
      Company and the Executive.

    


    14.
      Notices: All notices required or permitted to be given hereunder shall be in
      writing and shall be personally delivered by courier, sent by registered or
      certified mail, return receipt requested or sent by confirmed facsimile
      transmission addressed as set forth herein. Notices personally delivered, sent
      by facsimile or sent by overnight courier shall be deemed given on the date
      of
      delivery and notices mailed in accordance with the foregoing shall be deemed
      given upon the earlier of receipt by the addressee, as evidenced by the return
      receipt thereof, or three (3) days after deposit in the U.S. mail. Notice shall
      be sent (i) if to the Company, addressed to 300 Sunport Lane Orlando, Florida
      32809, Attention: Mark L. Mroczkowski , and (ii) if to the Executive, to his
      address as reflected on the payroll records of the Company, or to such other
      address as either party shall request by notice to the other in accordance
      with
      this provision.

    


    15.
      Benefits; Binding Effect. This Agreement shall be for the benefit of and binding
      upon the parties hereto and their respective heirs, personal representatives,
      legal representatives, successors and, where permitted and applicable, assigns,
      including, without limitation, any successor to the Company, whether by merger,
      consolidation, sale of stock, sale of assets or otherwise.

    


    16.
      Right
      to Consult with Counsel; No Drafting Party. The Executive acknowledges having
      read and considered all of the provisions of this Agreement carefully, and
      having had the opportunity to consult with counsel of his own choosing, and,
      given this, the Executive agrees that the obligations created hereby are not
      unreasonable. The Executive acknowledges that he has had an opportunity to
      negotiate any and all of these provisions and no rule of construction shall
      be
      used that would interpret any provision in favor of or against a party on the
      basis of who drafted the Agreement.

    


    17.
      Severability. The invalidity of any one or more of the words, phrases,
      sentences, clauses, provisions, sections or articles contained in this Agreement
      shall not affect the enforceability of the remaining portions of this Agreement
      or any part thereof, all of which are inserted conditionally on their being
      valid in law, and, in the event that any one or more of the words, phrases,
      sentences, clauses, provisions, sections or articles contained in this Agreement
      shall be declared invalid, this Agreement shall be construed as if such invalid
      word or words, phrase or phrases, sentence or sentences, clause or clauses,
      provisions or provisions, section or sections or article or articles had not
      been inserted. If such invalidity is caused by length of time or size of area,
      or both, the otherwise invalid provision will be considered to be reduced to
      a
      period or area which would cure such invalidity.

    


    18.
      Waivers. The waiver by either party hereto of a breach or violation of any
      term
      or provision of this Agreement shall not operate nor be construed as a waiver
      of
      any subsequent breach or violation.

    


    19.
      Damages; Attorneys Fees.. Nothing contained herein shall be construed to prevent
      the Company or the Executive from seeking and recovering from the other damages
      sustained by either or both of them as a result of its or his breach of any
      term
      or provision of this Agreement. In the event that either party hereto seeks
      to
      collect any damages resulting from, or the injunction of any action
      constituting, a breach of any of the terms or provisions of this Agreement,
      then
      the party found to be at fault shall pay all reasonable costs and attorneys'
      fees of the other.

    


    20.
      Waiver of Jury Trial. The Executive hereby knowingly, voluntarily and
      intentionally waives any right that the Executive may have to a trial by jury
      in
      respect of any litigation based hereon, or arising out of, under or in
      connection with this Agreement and any agreement, document or instrument
      contemplated to be executed in connection herewith, or any course of conduct,
      course of dealing statements (whether verbal or written) or actions of any
      party
      hereto.

    


    21.
      No
      Set-off or Mitigation.. The Company’s obligation to make the payments provided
      for in this Agreement and otherwise to perform its obligations hereunder shall
      not be affected by any set-off, counterclaim, recoupment, defense or other
      claim, right or action which the Company may have against the Executive or
      others. In no event shall the Executive be obligated to seek other employment
      or
      take any other action by way of mitigation of the amounts payable to the
      Executive under any of the provisions of this Agreement.

    


    22.
      Section Headings. The article, section and paragraph headings contained in
      this
      Agreement are for reference purposes only and shall not affect in any way the
      meaning or interpretation of this Agreement.

    


    23.
      No
      Third Party Beneficiary. Nothing expressed or implied in this Agreement is
      intended, or shall be construed, to confer upon or give any person other than
      the Company, the parties hereto and their respective heirs, personal
      representatives, legal representatives, successors and permitted assigns, any
      rights or remedies under or by reason of this Agreement.

    


    24.
      Counterparts. This Agreement may be executed in one or more counterparts, each
      of which shall be deemed to be an original but all of which together shall
      constitute one and the same instrument and agreement.

    


    25.
      Indemnification.

    


    a.
      Subject to limitations imposed by law, the Company shall indemnify and hold
      harmless the Executive to the fullest extent permitted by law from and against
      any and all claims, damages, expenses (including attorneys' fees), judgments,
      penalties, fines, settlements, and all other liabilities incurred or paid by
      him
      in connection with the investigation, defense, prosecution, settlement or appeal
      of any threatened, pending or completed action, suit or proceeding, whether
      civil, criminal, administrative or investigative and to which the Executive
      was
      or is a party or is threatened to be made a party by reason of the fact that
      the
      Executive is or was an officer, employee or agent of the Company, or by reason
      of anything done or not done by the Executive in any such capacity or
      capacities, provided that the Executive acted in good faith, in a manner that
      was not grossly negligent or constituted willful misconduct and in a manner
      he
      reasonably believed to be in or not opposed to the best interests of the
      Company, and, with respect to any criminal action or proceeding, had no
      reasonable cause to believe his conduct was unlawful. The Company also shall
      pay
      any and all expenses (including attorney's fees) incurred by the Executive
      as a
      result of the Executive being called as a witness in connection with any matter
      involving the Company and/or any of its officers or directors.

    


    b.
      The
      Company shall pay any expenses (including attorneys' fees), judgments,
      penalties, fines, settlements, and other liabilities incurred by the Executive
      in investigating, defending, settling or appealing any action, suit or
      proceeding described in this Section in advance of the final disposition of
      such
      action, suit or proceeding. The Company shall promptly pay the amount of such
      expenses to the Executive, but in no event later than 10 days following the
      Executive's delivery to the Company of a written request for an advance pursuant
      to this Section, together with a reasonable accounting of such
      expenses.

    


    c.
      The
      Executive hereby undertakes and agrees to repay to the Company any advances
      made
      pursuant to this Section if and to the extent that it shall ultimately be found
      that the Executive is not entitled to be indemnified by the Company for such
      amounts.

    


    d.
      The
      Company shall make the advances contemplated by this Section regardless of
      the
      Executive's financial ability to make repayment, and regardless whether
      indemnification of the Indemnitee by the Company will ultimately be required.
      Any advances and undertakings to repay pursuant to this Section shall be
      unsecured and interest free.

    


    e.
      The
      provisions of this Section shall survive the termination of the Term of
      Employment or expiration of the term of this Agreement.

     

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

    


    COMPANY:

    Sequiam
      Corporation

    By:

    Name:

    Title:

     

    EXECUTIVE:

    Chris
      Barrow