Exhibit  10.10

                             PUT AND CALL AGREEMENT

     This  Put  and  Call  Agreement  (the  "Agreement"),  dated  as  of
April  16,  2003,  is  entered  into  by  and  between  Nick  VandenBrekel
("VandenBrekel")  and  Mark  Mroczkowski ("Mroczkowski"), jointly and severally,
and  La  Jolla  Cove  Investors,  Inc.  a  California corporation ("LJCI"), with
reference  to  the  following:

     WHEREAS, concurrently herewith, LJCI is purchasing from Sequiam Corporation
(the "Company") an 8 % Convertible Debenture in the principal amount of $300,000
(the "Debenture"), which Debenture is convertible into stock of the Company (the
"Stock");  and

     WHEREAS,  VandenBrekel  and  Mroczkowski  desire to have the opportunity to
purchase  the  Debenture  at an agreed upon future price, and LJCI is willing to
grant  such  right provided LJCI gets the opportunity to resell the Debenture at
an  agreed  upon future price. Accordingly, the parties hereto desire to provide
for  certain  put  and  call  provisions  relating  to  the  Debenture.

     WHEREA,  this  Agreement supercedes and replaces the Put and Call Agreement
between  the  parties  dated  as  of  March  5,  2003.

     NOW,  THEREFORE,  in  consideration  of  the mutual promises and convenants
contained  herein,  and  in  consideration of LJCI purchasing the Debenture, the
receipt  and  sufficiency  of  which are hereby acknowledged, the parties hereto
hereby  agree  as  follows:

     1.     Put  Right.     During  the  period  and  from  time to time between
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October  5,  2003  and  January  5, 2004 (the "Put Period"), LJCI shall have the
right  to  sell  in  its  sole  and  absolute  discretion,  and VandenBrekel and
Mroczkowski,  jointly  and  severally,  shall  thereafter have the obligation to
purchase, all or a portion of the Debenture remaining unpaid for a cash purchase
price  of  180% of the principal balance remaining unpaid, such total obligation
under  this  Section  1 not to exceed $540,000. The exercise of VandenBrekel and
Mroczkowski's  Call  and/or the conversion of the Debenture by LJCI, in whole or
in part, shall cancel a corresponding amount of LJCI's Put. The election of LJCI
to  sell  the  Debenture shall be pursuant to written notice to VandenBrekel and
Mroczkowski,  which  notice  shall be sent at least three business days prior to
the effective date of the transfer and shall specify the principal balance, plus
accrued  interest,  of  the  Debenture.  On  the effective date of the transfer,
VandenBrekel  and  Mroczkowski shall pay to LJCI (or its designee), the purchase
price  therefor  in  good  funds, and within three business days thereafter LJCI
shall  deliver  to  VandenBrekel  and Mroczkowski the Debenture together with an
assignment  thereof.  Any  transfer  hereunder  shall  be  without  warranty  or
representation  except  as  to  good  title. The obligations of VandenBrekel and
Mroczkowski  hereunder  shall not be subject to any defense, setoff, recoupment,
impairment  or termination for any reason including, without limitation, whether
the  Debenture or the stock issuable upon conversion thereof is publicly traded,
whether  the  stock  issuable  upon  conversion  of the Debenture is restricted,
whether  any  bankruptcy  proceedings  have  been  instituted  by or against the
Company  or  any  order  has  been  entered  adjudging the Company a bankrupt or
insolvent,  or  whether  the  Company  or  its  transfer  agent  consents  to or
authorizes  the  transfer.  The


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obligations  of  VandenBrekel  and Mroczkowski pursuant to this Section shall be
joint  and  several and the allocation of the Debenture being purchased shall be
as  determined  among  VandenBrekel  and  Mroczkowski.

     2.     Call  Right.     During the period and from time to time between the
            -----------
date  hereof  and  October  5,  2003  (the  "Call  Period"),  VandenBrekel  and
Mroczkowski,  jointly and severally, shall have the option to purchase, and LJCI
shall  thereafter have the obligation to sell, all or a portion of the Debenture
remaining  unpaid  for  a  cash  purchase price of 200% of the principal balance
remaining  unpaid  plus  any  accrued interest. The election of VandenBrekel and
Mroczkowski  to  purchase  the  Debenture shall be pursuant to written notice to
LJCI,  which  notice  shall  be  sent  at least three business days prior to the
effective date of the transfer and shall specify the principal balance, plus any
accrued  interest,  of  the  Debenture.  On  the effective date of the transfer,
VandenBrekel  and  Mroczkowski  shall pay to LJCI (or its designee) the purchase
price  therefor  in  good  funds, and within three business days thereafter LJCI
shall  deliver  to  VandenBrekel  and Mroczkowski the Debenture together with an
assignment  thereof.  Any  transfer  hereunder  shall  be  without  warranty  or
representation  except  as  to good title. The exercise of LJCI's Put and/or the
conversion  of  the  Debenture  by  LJCI,  in  whole  or in part, shall cancel a
corresponding  amount  of  VandenBrekel  and  Mroczkowski's  Call.

     3.     Interest.  At  such time that money is due to any party, and if such
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amount  is not paid within five (5) business days, then that amount shall accrue
interest  at  the  rate  of  nine  percent  (9%)  per  year.

     4.     Governing  Law.  This  Agreement shall in all respects be construed,
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interpreted  and  enforced  in  accordance  with and governed by the laws of the
State  of  California,  United  States  of  America.

     5.     Consent  to  Jurisdiction.  VandenBrekel  and Mroczkowski (i) hereby
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irrevocably  submit  to  the  jurisdiction  of  the United States District Court
sitting  in  the District of San Diego and the courts of the State of California
located  in  San Diego county for the purposes of any suit, action or proceeding
arising  out  of  or relating to this Agreement or the transactions contemplated
hereunder  and  (ii)  hereby  waive,  and  agree not to assert in any such suit,
action  or  proceeding,  any  claim  that  it  is  not personally subject to the
jurisdiction of such court, that the suit, action or proceeding is brought in an
inconvenient  forum  or  that  the  venue  of  the suit, action or proceeding is
improper.  VandenBrekel  and  Mroczkowski consent to process being served in any
such  suit,  action or proceeding by mailing a copy thereof to such party at the
address  in  effect  for  notices to it under this Agreement and agree that such
service  shall  constitute  good  and  sufficient  service of process and notice
thereof.  Nothing  in  this  section  shall  affect  or limit any right to serve
process  in  any  other  manner  permitted  by  law.

     6.     Attorneys'  Fees.  In  the  event  of  any  legal action between the
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parties  with  respect  to  this  Agreement  or  the  subject matter hereof, the
prevailing  party  shall  be  entitled  to recover reasonable attorneys' fees in
addition  to  court costs and litigation expenses incurred in said legal action,
regardless  of  whether  such  legal  action  is  prosecuted  to  judgment.

     7.     Notices.  Any  notice,  demand  or  other  communication required or
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permitted  under  this  Agreement  shall  be  deemed given and delivered when in
writing  and  (a)  personally  served upon the receiving party, or (b) upon hand
delivery  by telex (with correct answer back received), telecopy or facsimile at
the  address  or  number  designated  below  (if  delivered  on  a


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business  day during normal business hours where such notice is to be received),
or (c) upon the third (3rd) calendar day after mailing to the receiving party by
either  (i) United States registered or certified mail, postage prepaid, or (ii)
FedEx  or other comparable overnight delivery service, delivery charges prepaid,
and  addressed  as  follows:

<TABLE>
<CAPTION>
<S>               <C>                              <C>
To VandenBrekel:  Nick VandenBrekel                with a copy to:
                  300 Sunport Lane                 LEE & GODDARD, LLP
                  Orlando, Florida 32809           18500 Von Karman Avenue, # 700
                  Facsimile: 407-240-1431          Irvine, CA 92629
                                                   Telephone:    949-253-0500
                                                   Facsimile:    949-253-0505


To Mroczkowski:   Mark Mroczkowski                 with a copy to:
                  300 Sunport Lane                 LEE & GODDARD, LLP
                  Orlando, Florida 32809           18500 Von Karman Avenue, #700
                  Facsimile: 407-240-1431          Irvine, CA 92629
                                                   Telephone:    949-253-0500
                                                   Facsimile:    949-253-0505


To LJCI:          La Jolla Cove Investors, Inc.
                  7817 Herschel Avenue, Suite 200
                  La Jolla, CA  92037
                  Facsimile:    858-551-0987
</TABLE>


     8.     Severability.  In  the  event  that  any provision of this Agreement
            ------------
becomes  or  is  declared  by  a  court of competent jurisdiction to be illegal,
unenforceable  or  invalid, then this Agreement shall continue in full force and
effect  without  said  provision.  If this Agreement continues in full force and
effect as provided above, the parties shall replace the invalid provision with a
valid  provision  which corresponds as far as possible to the spirit and purpose
of  the  invalid  provision.

     9.     Counterparts.  This  Agreement  may  be  executed  in  any number of
            ------------
counterparts,  each  of  which  may  be executed by less than all of the parties
hereto,  each  of  which  shall  be  enforceable  against  the  parties actually
executing  such  counterparts,  and  all  of which together shall constitute one
document.  Facsimile  execution  shall  be  deemed  originals.

     10.     Entire  Agreement.  This  Agreement constitute the entire agreement
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between the parties with respect to the subject matter hereof, and supersede all
prior  oral  or  written  agreements,  representations or warranties between the
parties  other  than  those  set  forth  herein  or  herein  provided  for.


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     11.     Successors  and  Assigns.  The provisions hereof shall inure to the
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benefit  of,  and  be binding upon, the permitted successors and assigns, heirs,
executors,  and  administrators  of  the  parties  hereto.

     12.     Amendment  and  Waiver.  No modification or waiver of any provision
             ----------------------
of  this  Agreement shall be binding upon the party against whom it is sought to
be  enforced,  unless  specifically set forth in writing signed by an authorized
representative  of  that  party.  A  waiver  by any party of any of the terms or
conditions  of  this  Agreement  in  any  one  instance  shall  not be deemed or
construed  to  be a waiver of such terms or conditions for the future, or of any
subsequent  breach  thereof.  The  failure  by  any  party hereto at any time to
enforce  any  of  the  provisions  of  this Agreement, or to require at any time
performance  of any of the provisions hereof, shall in no way to be construed to
be  a  waiver  of  such  provisions  or  to  affect  either the validity of this
Agreement  or  the  right  of  any  party  to  thereafter enforce each and every
provision  of  this  Agreement.

     14.     Status  of  Shares.  VandenBrekel  and Mroczkowski acknowledge that
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the  Debenture being purchased by LJCI constitutes restricted securities and the
resale  thereof  by  VandenBrekel  and Mroczkowski may be limited and subject to
applicable  securities  laws.  In  the  event  that VandenBrekel and Mroczkowski
acquire  the  Debenture pursuant to the exercise of the Put Right or Call Right,
they  shall acquire the Debenture for investment purposes and not with a view to
distribution.

     IN  WITNESS  WHEREOF, LJCI, VandenBrekel and Mroczkowski have duly executed
this  Agreement  as  of  the  date  first  above  written.

                                          La Jolla Cove Investors, Inc.


----------------------------------
Nick VandenBrekel
                                          By:
                                             -----------------------------------

                                          Title:
----------------------------------              --------------------------------
Mark Mroczkowski



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