EXHIBIT 10.7 EMPLOYMENT AGREEMENT ~ L. ALAN MCGINN

                              EMPLOYMENT AGREEMENT
                                (L. Alan McGinn)

     This EMPLOYMENT AGREEMENT between Sequiam Software, Inc. and L. Alan McGinn
(this  "Agreement")  is  made  effective as of the 1st day of December 2002 (the
"Effective  Date"),  by  and between L. ALAN MCGINN, an individual ("Employee"),
and  SEQUIAM  SOFTWARE, INC., a California corporation (the "Corporation"), with
reference  to  the  following  recitals:

     A.     The  Corporation has agreed to employ and Employee has agreed to act
as  the  Corporation's  Chief  Technology  Officer.

     NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and
agreements  set  forth herein, the Merger Agreement, and other good and valuable
consideration,  the  receipt  and  sufficiency of which are hereby acknowledged,
Employee  and  the  Corporation  hereby  agree  as  follows:

     1.     Employment.  The  Corporation hereby affirms, renews and extends the
            ----------
employment  of  Employee  as  the  Corporation's  Chief  Technology Officer, and
Employee  hereby affirms, renews and accepts such employment by the Corporation,
for  the  "Term"  (as defined in Section 3 below), upon the terms and conditions
set  forth  herein.

     2.     Duties.  During  the  Term, the Employee shall serve the Corporation
            ------
faithfully,  diligently  and  to the best of his ability, under the direction of
the  Board  of  Directors  of  the  Corporation.  The Employee shall render such
services  during  the  Term at the Corporation's principal place of business, as
the  Corporation  may  from  time  to  time reasonably require of him, and shall
devote all of his business time to the performance thereof.  Employee shall have
those duties and powers as generally pertain to the office of President, subject
to  the control of the Board of Directors.  The precise services and duties that
the Employee is obligated to perform hereunder may from time to time be changed,
amended,  extended  or  curtailed  by the Board of Directors of the Corporation.

     3.     Term.  The  "Term" of this Agreement shall commence on the Effective
            ----
Date  and continue thereafter for a term of two (2) years, as may be extended or
earlier  terminated pursuant to the terms and conditions of this Agreement.  The
Term  of  this  Agreement  shall automatically renew for successive one (1) year
periods  unless,  within  sixty (60) days of the expiration of the then existing
Term,  the  Corporation  or  Employee provides written notice to the other party
that  it  elects  not  to  renew  the  Term.  Upon delivery of such notice, this
Agreement  shall continue until expiration of the Term, whereupon this Agreement
shall  terminate  and neither party shall have any further obligation thereafter
arising  under  this  Agreement,  except  as  explicitly set forth herein to the
contrary.

     4.     Compensation.
            ------------

          4.1     Salary.  The  Corporation  shall  pay  to  Employee an minimum
                  ------
annual  salary  of  Seventy  Five  Thousand  Dollars ($75,000), payable in equal
installments  at  the  end  of  such  regular  payroll accounting periods as are
established  by  the  Corporation,  or in such other installments upon which the
parties  hereto  shall mutually agree.   In addition, the Corporation may adjust
the  salary from time to time, and award bonuses in cash, stock or stock options
or  other  property  and  services.

          4.2     Benefits.  During  the  Term,  Employee  shall  be entitled to
                  --------
participate in all medical and other employee benefit plans, including vacation,
sick  leave,  retirement  accounts,  profit  sharing,  stock


                                                            Exhibit 10.7- Page 1
<PAGE>
option  plans,  stock appreciation rights, and other employee benefits, provided
by  the  Corporation to employees similarly situated. The Corporation represents
that  it  is  completing the process necessary to finalize an approved qualified
stock  option  plan  for  its  executive  officers,  including  Employee,  to be
implemented  by June 30, 2003. Employee shall be eligible to receive options for
500,000 shares of the Corporation's common stock, to be vested 1/3 at the end of
twelve  (12)  months,  and  1/3  at the end of each subsequent twelve (12) month
period,  and  to  expire  five  (5) years after adoption of the plan. The option
price per share will be equal to the average closing trading price per share for
the  ten  (10) trading days immediately preceding the granting of the options to
purchase  500,000  shares of the Corporation's common stock. The remaining terms
shall  be  subject to the qualified incentive stock option plan for employees to
be  adopted  by  the  Corporation's  Board of Directors by June 30, 2003. If the
Corporation's Board of Directors has not adopted as IRS-approved qualified stock
option  plan  by  June  30, 2003, the employee will select between the following
alternatives:

               4.2.1     Alternative I.  Employee may elect to participate in an
                         -------------
IRS-approved qualified stock option plan adopted by the Board of Directors after
June  30, 2003, with said adoption occurring by June 30, 2004.  Participation in
such  plan  would  be  under  the  same  terms and conditions as outlined above.

               4.2.2     Alternative  II.  Employee may elect to accept payments
                         ---------------
of additional compensation to be calculated and paid as follows:

               166,667  shares  multiplied  by the average closing trading price
per share for the 10 days immediately preceding June 30, 2004 = X

               Less  166,667  shares  multiplied  by the average closing trading
price per share for the 10 days immediately preceding June 30, 2003 = (X)

               Additional  compensation to be paid to employee on June 30, 2004.
                X
               ---

               PLUS

               166,667  shares  multiplied  by the average closing trading price
per share for the 10 days immediately preceding June 30, 2005 = X

               Less  166,667  shares  multiplied  by the average closing trading
price per share for the 10 days immediately preceding June 30, 2003 = (X)

               Additional  compensation to be paid to employee on June 30, 2005.
                X
               ---

               PLUS

               166,667  shares  multiplied  by the average closing trading price
per  share  for  the  10  days  immediately  preceding  June  30,  2006  =  X

               Less  166,667  shares  multiplied  by the average closing trading
price  per  share  for  the  10  days  immediately preceding June 30, 2003 = (X)

               Additional  compensation to be paid to employee on June 30, 2006.
                X
               ---


                                                            Exhibit 10.7- Page 2
<PAGE>
          4.3     Expense  Reimbursement.  The  Corporation  shall  reimburse
                  ----------------------
Employee  for reasonable and necessary expenses incurred by him on behalf of the
Corporation in the performance of his duties hereunder during the Term, provided
that  such  expenses  are  adequately  documented  in  accordance  with  the
Corporation's  then  customary  policies.

     5.     Other Employment.  Employee shall devote as much of his business and
            ----------------
professional time and effort, attention, knowledge, and skill to the management,
supervision  and  direction  of  the  Corporation's  business  and affairs as is
necessary  to  ensure  the  success  of  the Corporation as determined solely by
Employee.  Employee  may,  during  the  term  hereof,  be interested directly or
indirectly,  in any manner, as partner, officer, director, stockholder, advisor,
employee  or  in  any  other  capacity in any other business; and nothing herein
contained  shall  prevent  or  limit  the right of Employee to invest any of his
surplus  funds  in  the  capital  stock  or other securities of any corporation,
company  or limited partnership, or whose stock or securities are publicly owned
or  are  regularly  traded  on  any  public  exchange; nor shall anything herein
contained  prevent  Employee  from investing or limit Employee's right to invest
his  surplus  funds  in real estate; nor shall anything herein contained prevent
Employee  from  serving in a volunteer capacity as officer, director, or advisor
for  professional  organizations  with  which  he  is  affiliated.

     6.     Indemnification.
            ---------------

          6.1     Third  Party  Actions.  The  Corporation  hereby  indemnifies
                  ---------------------
Employee  in  the  event that Employee is a party, or is threatened to be made a
party,  to  any  proceeding  (other than an proceeding by or in the right of the
Corporation  to  procure  a  judgment  in  the Corporation's favor) by reason of
Employee's status as an officer, director, agent or employee of the Corporation,
against  expenses, judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with such proceeding if Employee acted in good
faith  and  in  a  manner  that  Employee  reasonably  believed  to  be  in  the
Corporation's best interests and, in the case of a criminal proceeding, Employee
had  no  reasonable  cause  to  believe  Employee's  conduct  was unlawful.  The
termination  of  any  proceeding  by judgment, order, settlement, conviction, or
upon  a  plea  of nolo contendere or its equivalent shall not, of itself, create
any presumption that (a) Employee did not act in good faith or in a manner which
Employee  reasonably  believed  to be in the Corporation's best interests or (b)
Employee  had  no  reasonable  cause  to  believe  that  Employee's  conduct was
unlawful.

          6.2     Actions  By  the  Corporation.  The  Corporation  hereby
                  -----------------------------
indemnifies  Employee  in  the  event  that  Employee  was  or is a party, or is
threatened  to  be made a party, to any threatened, pending, or completed action
by or in the right of the Corporation to procure a judgment in the Corporation's
favor  by reason of Employee's status as an officer, director, agent or employee
of  the  Corporation,  against  expenses  actually  and  reasonably  incurred by
Employee  in  connection  with  the  defense  or  settlement  of that action, if
Employee acted in good faith and in a manner Employee believed to be in the best
interests  of  the  Corporation  and  the  Corporation's  shareholders.  No
indemnification  shall be made under this Section 6.2 with respect to any claim,
issue,  or  matter  on  which  Employee  has  been  adjudged to be liable to the
Corporation in the performance of Employee's duty to the Corporation and/ or the
Corporation's  shareholders,  unless  and  only  to the extent that the court in
which  such proceeding is or was pending shall determine on application that, in
view  of  all  the  circumstances of the case, Employee is fairly and reasonably
entitled  to  indemnity  for expenses and then only to the extent that the court
shall  determine.

          6.3     Successful  Defense  By Employee.  To the extent that Employee
                  --------------------------------
has  been  successful  on the merits in defense of any proceeding referred to in
Sections  6.1  or 6.2, or in defense of any claim, issue, or matter therein, the
Corporation  shall  indemnify  Employee against expenses actually and reasonably
incurred  by  Employee  in  connection  therewith.


                                                            Exhibit 10.7- Page 3
<PAGE>
          6.4     Required  Approval.  Except for the indemnifications expressly
                  ------------------
authorized  by Sections 6.1, 6.2 and 6.3, any indemnification of Employee by the
Corporation  shall  be  made  only  if  authorized in the specific case, after a
determination that indemnification of Employee is proper in the circumstances by
one  of  the  following:

               6.4.1     A majority vote of a quorum consisting of directors who
are  not  parties  to  such  proceeding;

               6.4.2     Independent  legal  counsel  in  a written opinion if a
quorum  of  directors who are not parties to such a proceeding is not available;

               6.4.3     Either (a) the affirmative vote of a majority of shares
in  the Corporation entitled to vote represented at a duly held meeting at which
a  quorum is present; or (b) the written consent of holders of a majority of the
outstanding  shares entitled to vote; provided however that for purposes of this
Section  6.4.3, the shares owned by Employee shall not be considered outstanding
or  entitled  to  vote  thereon);  or

               6.4.4     The court in which the proceeding is or was pending, on
application  made  by  the Corporation, Employee or any attorney or other person
rendering  services  in  connection  with  the  defense,  whether  or  not  such
application  is  opposed  by  the  Corporation.

          6.5     Advances.  Expenses incurred in defending any proceeding shall
                  --------
be  advanced  by the Corporation before the final disposition of such proceeding
upon receipt of an undertaking by or on behalf of Employee to repay such amounts
if  it  shall  be  determined  ultimately  that  Employee  is not entitled to be
indemnified  as  authorized  in  this  Section  7.

          6.6     Other  Contractual  Rights.  The  indemnification  provided by
                  --------------------------
this  Section  6  shall  be  deemed  cumulative, and not exclusive, of any other
rights  to  which  Employee  may be entitled under any bylaw, agreement, vote of
shareholders  or  disinterested directors, or otherwise, both as to action in an
official  capacity  and  as  to  action  in  another capacity while holding such
office.  Nothing  in  this  section shall affect any right to indemnification to
which  Employee  may  be  entitled  by  contract  or  otherwise.

          6.7     Limitations.  No  indemnification  or  advance  shall  be made
                  -----------
under  this  Section  6,  except  as provided in Sections 6.4.3 or 6.4.4, in any
circumstance  if  it appears that it would be inconsistent with (a) an agreement
in  effect at the time of the accrual of the alleged cause of action asserted in
the proceeding in which expenses were incurred or other amounts were paid, which
prohibits  or  otherwise  limits indemnification; or (b) any condition expressly
imposed  by  a  court  in  approving  settlement.

          6.8     Insurance.  To the extent available at commercially reasonable
                  ---------
rates  and  limits,  the  Corporation  shall  purchase and maintain insurance on
behalf  of  Employee insuring against any liability asserted against or incurred
by  Employee  in  that  capacity  or  arising  out of Employee's status as such,
whether  or not the Corporation has the power to indemnify Employee against that
liability  under  the  provisions  of  this  Section  6.

          6.9     Survival.  The rights provided by this Section 6 shall survive
                  --------
the  expiration  or  earlier  termination  of this Agreement pursuant hereto and
shall  inure  to  the benefit of Employee' heirs, executors, and administrators.


                                                            Exhibit 10.7- Page 4
<PAGE>
          6.10     Amendment.  Any  amendment,  repeal,  or  modification of the
                   ---------
Corporation's  articles or bylaws shall not adversely affect Employee's right or
protection  existing  at  the  time  of such amendment, repeal, or modification.

          6.11     Settlements.  The  Corporation  shall  not  be  liable  to
                   -----------
indemnify  Employee  under this Section 6 for (i) any amounts paid in settlement
of any action or claim effected without the Corporation's written consent, which
consent  shall  not be unreasonably withheld, or (ii) any judicial award, if the
Corporation was not given a reasonable and timely opportunity to participate, at
the  Corporation's  expense,  in  the  defense  of  such  action.

          6.12     Subrogation.  In  the  event of payment under this Section 6,
                   -----------
the  Corporation  shall  be  subrogated  to  the  extent  of such payment to all
Employee's  rights  of  recovery; and Employee shall execute all papers required
and  shall  do  everything  necessary  or  appropriate  to  secure  such rights,
including  the  execution  of  any  documents  necessary  or  appropriate to the
Corporation  effectively  bringing  suit  to  enforce  such  rights.

          6.13     No  Duplication  Of  Payments.  The  Corporation shall not be
                   -----------------------------
liable  under  this  Section  6 to make any payment in connection with any claim
made  against  Employee  to  the extent Employee has otherwise actually received
payment,  whether under a policy of insurance, agreement, vote, or otherwise, of
any  amount  which is otherwise subject to indemnification under this Section 6.

          6.14     Proceedings And Expenses. For the purposes of this Section 6,
                   ------------------------
"proceeding"  means  any threatened, pending, or completed action or proceeding,
whether  civil,  criminal,  administrative,  or  investigative;  and  "expenses"
includes,  without  limitation, attorney fees and any expenses of establishing a
right  to  indemnification  under  this  Section  6.

     7.     Confidential  Information/  Inventions.
            --------------------------------------

          7.1     Employee  shall  not,  in  any manner, for any reasons, either
directly  or  indirectly,  divulge  or  communicate  to  any  person,  firm  or
corporation,  any  confidential information concerning any matters not generally
known  in  the document management software industry or otherwise made public by
the  Corporation  which  affects  or  relates  to  the  Corporation's  business,
finances,  marketing  and/  or  operations,  research,  development, inventions,
products, designs, plans, procedures, or other data (collectively, "Confidential
Information")  except  in  the  ordinary  course  of  business or as required by
applicable  law.  Without regard to whether any item of Confidential Information
is deemed or considered confidential, material, or important, the parties hereto
stipulate  that  as between them, to the extent such item is not generally known
in the property casualty insurance industries, such item is important, material,
and  confidential  and  affects  the  successful  conduct  of  the Corporation's
business  and  good  will,  and that any breach of the terms of this Section 7.1
shall  be  a  material  and  incurable  breach  of  this  Agreement.

          7.2     Employee  further  agrees  that  all  documents  and materials
furnished  to  Employee  by  the  Corporation  and relating to the Corporation's
business  or prospective business are and shall remain the exclusive property of
the  Corporation  as the case may be.  Employee shall deliver all such documents
and  materials  to  the  Corporation  upon demand therefor and in any event upon
expiration  or  earlier  termination of this Agreement.  Any payment of sums due
and  owing  to  Employee  by  the  Corporation  upon  such expiration or earlier
termination  shall  be  conditioned  upon  returning  all  such  documents  and
materials,  and  Employee  expressly  authorizes the Corporation to withhold any
payments  due  and  owing  pending  return  of  such  documents  and  materials.

          7.3     All  ideas, inventions, and other developments or improvements
conceived  or  reduced to practice by Employee, alone or with others, during the
term of this Agreement, whether or not


                                                            Exhibit 10.7- Page 5
<PAGE>
during  working  hours,  that  are  within  the  scope  of  the  business of the
Corporation  or  that  relate to or result from any of the Corporation's work or
projects  or  the  services  provided by Employee to the Corporation pursuant to
this  Agreement,  shall  be  the exclusive property of the Corporation. Employee
agrees  to assist the Corporation during the term, at the Corporation's expense,
to  obtain  patents  and copyrights on any such ideas, inventions, writings, and
other developments, and agrees to execute all documents necessary to obtain such
patents  and  copyrights  in  the  name  of  the  Corporation.

     8.     Covenant Not to Compete.  Except as expressly permitted in Section 5
            -----------------------
above,  during  the  term of this Agreement, Employee shall not engage in any of
the following competitive activities: (a) engaging directly or indirectly in any
business  or  activity substantially similar to any business or activity engaged
in  (or  proposed to be engaged in) by the Corporation; (b) engaging directly or
indirectly in any business or activity competitive with any business or activity
engaged  in (or proposed to be engaged in) by the Corporation; (c) soliciting or
taking  away  any employee, agent, representative, contractor, supplier, vendor,
customer, franchisee, lender or investor of the Corporation, or attempting to so
solicit or take away; (d) interfering with any contractual or other relationship
between  the  Corporation  and  any employee, agent, representative, contractor,
supplier,  vendor,  customer,  franchisee, lender or investor; or (e) using, for
the benefit of any person or entity other than the Corporation, any Confidential
Information  of the Corporation.  The foregoing covenant prohibiting competitive
activities shall survive the termination of this Agreement and shall extend, and
shall  remain  enforceable  against  Employee,  for  the  period of one (1) year
following  the  date  this  Agreement  is  terminated.  In  addition, during the
two-year period following such expiration or earlier termination, Employee shall
not  make  or permit the making of any negative statement of any kind concerning
the  Corporation.

     9.     Survival.  Employee  agrees  that the provisions of Sections 7 and 8
            --------
shall  survive  expiration  or  earlier  termination  of  this Agreement for any
reasons,  whether  voluntary  or  involuntary,  with or without cause, and shall
remain  in  full  force  and  effect  thereafter.

     10.     Injunctive  Relief.  Employee  acknowledges  and  agrees  that  the
             ------------------
covenants and obligations of Employee set forth in Sections 7 and 8 with respect
to  non-competition,  non-solicitation,  confidentiality  and  the Corporation's
property  relate  to  special,  unique  and  extraordinary  matters  and  that a
violation  of  any of the terms of such covenants and obligations will cause the
Corporation  irreparable injury for which adequate remedies are not available at
law.  Therefore,  Employee  agrees  that the Corporation shall be entitled to an
injunction,  restraining  order  or  such  other  equitable  relief (without the
requirement  to  post  bond)  as  a  court  of  competent  jurisdiction may deem
necessary  or  appropriate to restrain Employee from committing any violation of
the  covenants and obligations referred to in this Section 10.  These injunctive
remedies  are  cumulative  and  in addition to any other rights and remedies the
Corporation  may  have  at  law  or  in  equity.

     11.     Termination
             -----------

          11.1     Termination  by  Employee.  Employee  may  terminate  this
                   -------------------------
Agreement  without  cause  at  any time and for any reason upon thirty (30) days
notice  to  the  Corporation.  Employee may immediately terminate this Agreement
for  cause  at  any  time by written notice to the Corporation.  For purposes of
this  Agreement,  the  term  "cause"  for termination by Employee shall be (a) a
material  breach  by  the  Corporation  of  any  material covenant or obligation
hereunder;  or  (b) the voluntary or involuntary dissolution of the Corporation.
The  written notice given hereunder by Employee to the Corporation shall specify
in  reasonable  detail  the cause for termination, and, in the case of the cause
described  in  (a)  above,  such termination notice shall not be effective until
thirty  (30)  days  after the Corporation's receipt of such notice, during which
time  the  Corporation  shall have the right to respond to Employee's notice and
cure  the  breach  or  other  event  giving  rise  to  the  termination.


                                                            Exhibit 10.7- Page 6
<PAGE>
          11.2     Termination  by  the  Corporation.  Subject  to the severance
                   ---------------------------------
payments  set  forth  in  Section  11.3 below, the Corporation may terminate its
employment  of  Employee  under this Agreement without cause at any time and for
any  reason  upon  thirty  (30)  days  notice  to Employee.  The Corporation may
terminate  its employment of Employee under this Agreement for cause at any time
by written notice to Employee.  For purposes of this Agreement, the term "cause"
for  termination  by  the  Corporation  shall  be (a) a conviction of or plea of
guilty or nolo contendere by Employee to a felony; (b) the consistent refusal by
Employee  to  perform  his  material  duties  and  obligations hereunder; or (c)
Employee's willful and intentional misconduct in the performance of his material
duties  and  obligations.  The written notice given hereunder by the Corporation
to  Employee  shall  specify in reasonable detail the cause for termination.  In
the case of a termination for the cause described in (a) above, such termination
shall  be  effective  upon  receipt  of  the written notice.  In the case of the
causes  described  in  (b)  and  (c) above, such termination notice shall not be
effective until thirty (30) days after Employee's receipt of such notice, during
which  time Employee shall have the right to respond to the Corporation's notice
and  cure  the  breach  or  other  event  giving  rise  to  the  termination.

          11.3     Severance.  Upon  a  termination  of  this  Agreement without
                   ---------
cause  by  Employee  or  with  cause  by  the Corporation, the Corporation shall
immediately  pay  to Employee all accrued and unpaid compensation as of the date
of  such termination.  In addition, in the case of termination with cause by the
Corporation  (but  not without cause by Employee), Employee shall continue after
termination  to  vest  his  options  pursuant  to  Section  4.2  above.  Upon  a
termination  of  this  Agreement  with cause by Employee or without cause by the
Corporation,  the  Corporation shall immediately pay to Employee all accrued and
unpaid  compensation  as  of  the  date  of  such termination and the "Severance
Payment,"  and  Employee  shall  continue  after termination to vest his options
pursuant  to  Section  4.2 above.  The "Severance Payment" shall equal the total
amount  of  salary  payable to Employee under Section 4.1 of this Agreement from
the  date  of  such  termination  until  the  end  of the term of this Agreement
(prorated  for  any partial month).  The accrued compensation due and payable at
termination  together  with  any  Severance  Payment  due  hereunder  shall bear
interest  at  the  lesser  of  eight  percent (8%) per annum or the maximum rate
permitted  by  law  until  such  amounts  are  paid  in  full.

     12.     Termination  Upon  Death.  If Employee dies during the term of this
             ------------------------
Agreement,  this  Agreement  shall  terminate,  except  that  Employee's  legal
representatives  shall be entitled to receive any earned but unpaid compensation
due  hereunder.

     13.     Termination  Upon  Disability.  If,  during  the  term  of  this
             -----------------------------
Agreement,  Employee  suffers  and  continues  to suffer from a "Disability" (as
defined  below), then the Corporation may terminate this Agreement by delivering
to  Employee  sixty (60) calendar days prior written notice of termination based
on such Disability, setting forth with specificity the nature of such Disability
and  the  determination  of  Disability by the Corporation.  For the purposes of
this  Agreement,  "Disability"  means  Employee's  inability,  with  reasonable
accommodation,  to  substantially  perform  Employee's  duties,  services  and
obligations  under  this  Agreement  due  to physical or mental illness or other
disability  for a continuous, uninterrupted period of ninety (90) calendar days.

     14.     Personnel  Policies, Conditions, And Benefits.  Except as otherwise
             ---------------------------------------------
provided  herein,  Employee's  employment  shall  be  subject  to  the personnel
policies  and benefit plans which apply generally to the Corporation's employees
as  the  same may be interpreted, adopted, revised or deleted from time to time,
during  the  term  of this Agreement, by the Corporation in its sole discretion.
During  the  term  hereof,  Employee  shall  receive  the  following:

          14.1     Term Life Insurance.  In addition to Employee's participation
                   -------------------
in  any  life  insurance  plan  or  plans  available  to  all  employees  of the
Corporation,  the Corporation shall provide Employee with term life insurance in
the  amount  of  One  Million  Dollars  ($100,000.00)  if  available  at


                                                            Exhibit 10.7- Page 7
<PAGE>
standard rates or, in the alternative, term life insurance in such lesser amount
as  the  standard,  unrated  premium  for coverage of $100,000.00 will purchase.

          14.2     Vacation.  Employee shall be entitled to vacation during each
                   --------
year  of  the  term  at  the  rate of three (3) weeks per year; provided that no
vacation  shall  accrue  from  year  to  year  during  the  term.

     15.     Beneficiaries  of  Agreement.  This  Agreement  shall  inure to the
             ----------------------------
benefit  of  the  Corporation  and  any  affiliates, successors, assigns, parent
corporations,  subsidiaries, and/or purchasers of the Corporation as they now or
shall  exist  while  this  Agreement  is  in  effect.

     16.     No  Waiver.  No  failure by either party to declare a default based
             ----------
on  any  breach  by  the  other party of any obligation under this Agreement, or
failure of such party to act quickly with regard thereto, shall be considered to
be  a  waiver  of  any  such  obligation,  or  of  any  future  breach.

     17.     Modification.  No  waiver  or  modification of this Agreement or of
             ------------
any covenant, condition, or limitation herein contained shall be valid unless in
writing  and  duly  executed  by  the  parties  to  be  charged  therewith.

     18.     Choice  Of  Law/Jurisdiction.  This  Agreement shall be governed by
             ----------------------------
and  construed  in  accordance  with  the  laws of the State of Florida, without
regard  to  any  conflict-of-laws  principles.  The  Company and Employee hereby
consent  to  personal  jurisdiction  before  all courts in the County of Orange,
State  of  Florida, and hereby acknowledge and agree that Orange County, Florida
is  and  shall  be  the most proper forum to bring a complaint before a court of
law.

     19.     Entire  Agreement.  This  Agreement  embodies  the  whole agreement
             -----------------
between  the  parties  hereto  and  there  are  no inducements, promises, terms,
conditions,  or  obligations made or entered into by the Corporation or Employee
other  than  contained  herein.

     20.     Severability.  All  agreements  and  covenants contained herein are
             ------------
severable,  and  in the event any of them, with the exception of those contained
in  Sections 1 and 4 hereof, shall be held to be invalid by any competent court,
this  Agreement  shall be interpreted as if such invalid agreements or covenants
were  not  contained  herein.

     21.     Headings.  The headings contained herein are for the convenience of
             --------
reference and are not to be used in interpreting this Agreement.

     IN  WITNESS  WHEREOF,  this Agreement has been duly executed by the parties
hereto  as  of  the  date  first  above  written.

the "CORPORATION"

SEQUIAM SOFTWARE, INC., a California corporation

By:  /s/ Nicolaas Van den Brekel
   -------------------------------------------
   Nicolaas Van den Brekel, Chairman and CEO


By:  /s/ Mark L. Mroczkowski
   -------------------------------------------
   Mark L. Mroczkowski, Secretary and CFO


                                                            Exhibit 10.7- Page 8
<PAGE>
"Employee"


     /s/ L. Alan McGinn
----------------------------------------------
L. ALAN MCGINN, an individual


                                                            Exhibit 10.7- Page 9
<PAGE>