EXHIBIT 10.3  AMENDED AND RESTATED EMPLOYMENT AGREEMENT ~ NICHOLAS VANDENBREKEL


                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT
                               (Nick VandenBrekel)

     This  AMENDED  AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made
effective  as  of  the  1st  day  of October, 2002 (the "Effective Date") by and
between  NICHOLAS VANDENBREKEL, an individual ("Employee"); SEQUIAM CORPORATION,
a  California  corporation  (the  "Corporation");  SEQUIAM  SOFTWARE,  INC.,  a
California  corporation  ("Sequiam");  and  BREKEL  GROUP,  INC.,  a  Delaware
corporation  ("BGI"),  with  reference  to  the  following  recitals:

     A.     Employee  is  employed  by Sequiam, a wholly-owned subsidiary of the
Corporation,  pursuant  to  an  employment  agreement  dated  March 1, 2002 (the
"Sequiam  Agreement").

     B.     Employee  is  employed  by  BGI,  a majority-owned subsidiary of the
Corporation,  pursuant  to an employment agreement dated June 10, 2000 (the "BGI
Agreement").

     C.     Employee  is  employed  by  the  Corporation  pursuant  to  an  oral
agreement  entered  into  on  or  about  April  1, 2002 (the "Prior Agreement").

     D.     Each  of Employee, the Corporation, Sequiam and BGI agree that is in
the  best  interest  of  the  parties  to  consolidate,  amend  and  restate the
employment  agreements  with  each  of  Sequiam,  BGI  and  the  Corporation.

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

     1.     Employment.  Each  of  the  Corporation,  Sequiam  and  BGI (each, a
            ----------
"Related  Company")  hereby  employs  Employee  and  hereby  affirms, renews and
extends  the  employment  of Employee as (a) the Chief Executive Officer of each
such  Related  Company,  and  (b)  the President of the Corporation and BGI, and
Employee  hereby affirms, renews and accepts such employment, for the "Term" (as
defined  in  Section  3  below), upon the terms and conditions set forth herein.
This  Agreement  constitutes  an  amendment  and  restatement  of  the  Sequiam
Agreement,  BGI  Agreement  and Prior Agreement in their entirety, and as of the
Effective  Date  hereof,  the  terms,  conditions  and  other provisions of this
Agreement  shall  supersede  all  terms,  conditions and other provisions of the
Sequiam  Agreement,  BGI  Agreement  and  Prior  Agreement.

     2.     Duties.  During  the Term, Employee shall serve each Related Company
            ------
faithfully,  diligently  and  to the best of his ability, under the direction of
the  Board  of  Directors  of  such Related Company.  Employee shall render such
services  during  the  Term at the Corporation's principal place of business, as
each  Related Company 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 respective office, subject
to the control of the Board of Directors of the respective Related Company.  The
precise  services and duties that Employee is obligated to perform hereunder may
from  time  to  time  be changed, amended, extended or curtailed by the Board of
Directors  of  the  respective  Related  Company.

     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 Related Company


                                                          Exhibit 10.3 - Page 1
<PAGE>
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 with
respect  to  such  Related  Company  only,  and neither such Related Company nor
Employee shall have any further obligation to the other thereafter arising under
this  Agreement,  except  as  explicitly  set  forth  herein  to  the  contrary.

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

          4.1     Salary.  The  Corporation,  Sequiam and BGI shall collectively
                  ------
pay  to  Employee  a  total minimum annual salary of One Hundred and Eighty-five
Thousand  Dollars  ($185,000)  (the  "Minimum  Salary"),  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.  The  Minimum  Salary  shall be paid to
Employee  by  the Corporation, subject to the terms of Sections 23 and 24 below.
In  addition,  any  Related Company may pay additional salary from time to time,
and  award  bonuses  in  cash,  stock  or  stock  options  or other property and
services,  as  such  Related  Company  may  determine  in its sole discretion or
pursuant  to  separate  agreements  with  Employee.

          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 option plans, stock
appreciation  rights,  and  other  employee  benefits,  provided  by any Related
Company  to  employees  similarly  situated.

          4.3     Expense Reimbursement.  The Corporation, Sequiam and BGI shall
                  ---------------------
reimburse  Employee  for  reasonable  and  necessary expenses incurred by him on
behalf  of any Related Company in the performance of his duties hereunder during
the  Term,  provided  that such expenses are adequately documented in accordance
with  such  Related  Company's  then  customary  policies.  Additionally,  the
Corporation,  Sequiam  and  BGI  shall  collectively pay Employee a total of One
Thousand  Dollars  ($1,000)  per  month  as  an  automobile  allowance.

     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 each Related Company's business and affairs as is
necessary  to ensure the success of such Related Company 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.  Each Related
Company hereby acknowledges and agrees that Employee may, in good faith, use his
discretion  in  resolving  any  conflicts  between  the  Related  Companies, and
Employee shall be entitled to rely upon the direction of the Corporation and the
Corporation's  Board  of  Directors  to  resolve any such conflicts of interest.
Each  Related Company hereby waives any claim against Employee that may arise as
the  result  of such Employee's service to any other Related Company, including,
without  limitation,  any  breach of fiduciary duty to such Related Company as a
result of any conflict of interest, lost business opportunity or unfair business
practices.

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


                                                          Exhibit 10.3 - Page 2
<PAGE>
          6.1     Third Party Actions.  Each of the Corporation, Sequiam and BGI
                  -------------------
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  any  Related  Company  to procure a judgment in such Related
Company's  favor)  by reason of Employee's status as an officer, director, agent
or  employee  of  such  Related  Company,  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 such Related Company'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  such  Related Company's best interests or (b) Employee had no reasonable
cause  to  believe  that  Employee's  conduct  was  unlawful.

          6.2     Actions  By  the  Related  Company.  Each  of the Corporation,
                  ----------------------------------
Sequiam and BGI 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 any Related Company to procure a judgment
in  such  Related  Company's favor by reason of Employee's status as an officer,
director,  agent  or employee of such Related Company, 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 such Related Company and such Related
Company's shareholders.  No indemnification shall be made under this Section 6.2
by  a  Related  Company  with  respect  to  any claim, issue, or matter on which
Employee  has  been  adjudged  to  be  liable  to  such  Related  Company in the
performance  of  Employee's  duty  to  such Related Company and/ or such Related
Company'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, each
of  the  Corporation,  Sequiam and BGI shall indemnify Employee against expenses
actually  and  reasonably  incurred  by  Employee  in  connection  therewith.

          6.4     Required  Approval.  Except for the indemnifications expressly
                  ------------------
authorized  by Sections 6.1, 6.2 and 6.3, any indemnification of Employee by any
Related  Company  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 of
such  Related  Company  who  are  not  parties  to  such  proceeding;

               6.4.2     Independent  legal  counsel  in  a written opinion if a
quorum  of  directors  of  such  Related  Company  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  such  Related Company 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


                                                          Exhibit 10.3 - Page 3
<PAGE>
               6.4.4     The court in which the proceeding is or was pending, on
application  made  by  such  Related  Company, Employee or any attorney or other
person  rendering  services  in connection with the defense, whether or not such
application  is  opposed  by  such  Related  Company.

          6.5     Advances.  Expenses incurred in defending any proceeding shall
                  --------
be  advanced  by  the  Related  Companies  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, Sequiam and BGI shall collectively purchase
and  maintain  insurance  on  behalf  of Employee insuring against any liability
asserted  against  or  incurred  by  Employee  in any capacity or arising out of
Employee's  status  as such, whether or not any Related Company 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.

          6.10     Amendment.  Any  amendment,  repeal,  or  modification  of  a
                   ---------
Related Company'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.  A  Related  Company  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 such Related Company's written consent,
which consent shall not be unreasonably withheld, or (ii) any judicial award, if
such  Related  Company  was  not  given  a  reasonable and timely opportunity to
participate,  at  such Related Company's expense, in the defense of such action.

          6.12     Subrogation.  In  the  event of payment under this Section 6,
                   -----------
the  Related  Company  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 such
Related  Company  effectively  bringing  suit  to  enforce  such  rights.

          6.13     No  Duplication  Of Payments.  A Related Company shall not be
                   ----------------------------
liable  under  this  Section  6 to make any payment in connection with any claim
made  against  Employee  to  the extent


                                                          Exhibit 10.3 - Page 4
<PAGE>
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  (except  another  Related  Company),  any  confidential information
concerning  any  matters  not generally known in a Related Company's industry or
otherwise made public by a Related Company which affects or relates to a Related
Company'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 Related Company's industry, such item is
important, material, and confidential and affects the successful conduct of such
Related  Company'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  a  Related  Company  and  relating  to such Related
Company's  business  or  prospective business are and shall remain the exclusive
property of such Related Company as the case may be.  Employee shall deliver all
such documents and materials to such Related Company 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 such Related Company upon such expiration
or  earlier  termination  shall be conditioned upon returning all such documents
and  materials,  and  Employee  expressly  authorizes  such  Related  Company 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 during working hours, that are within the
scope  of the business of a Related Company or that relate to or result from any
of  a Related Company's work or projects or the services provided by Employee to
a Related Company pursuant to this Agreement, shall be the exclusive property of
such Related Company.  Employee agrees to assist each Related Company during the
term, at such Related Company'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
such  Related  Company.

     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 any Related Company that remains a party to
this  Agreement; (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  any  such  Related Company; (c) soliciting or taking away any employee,
agent,  representative,  contractor,  supplier,  vendor,  customer,  franchisee,
lender  or  investor of any such Related Company, or attempting to so solicit or
take  away;  (d)  interfering with any contractual or other relationship between
any  such  Related  Company and any employee, agent,


                                                          Exhibit 10.3 - Page 5
<PAGE>
representative,  contractor,  supplier,  vendor, customer, franchisee, lender or
investor;  or  (e) using, for the benefit of any person or entity other than any
such  Related  Company,  any  Confidential Information of a Related Company. 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  a  Related  Company.

     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 Related Company'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 such
Related Company irreparable injury for which adequate remedies are not available
at law.  Therefore, Employee agrees that the Related Companies 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
Related  Companies  may  have  at  law  or  in  equity.

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

          11.1     Termination  by  Employee.  Employee  may  terminate  this
                   -------------------------
Agreement with respect to any one or more Related Companies without cause at any
time  and  for  any reason upon thirty (30) days notice to such Related Company.
Employee  may  immediately  terminate  this Agreement with respect to any one or
more  Related  Companies for cause at any time by written notice to such Related
Company.  For  purposes  of  this Agreement, the term "cause" for termination by
Employee  shall be (a) a material breach by such Related Company of any material
covenant  or  obligation  hereunder;  or  (b)  the  voluntary  or  involuntary
dissolution  of  such  Related  Company.  The  written notice given hereunder by
Employee to any Related Company 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 such
Related Company's receipt of such notice, during which time such Related Company
shall  have  the  right  to  respond to Employee's notice and cure the breach or
other  event  giving  rise  to  the  termination.

          11.2     Termination  by the Related Company.  Any Related Company 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.  Any Related
Company  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 a Related Company 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 as set forth from time to time in the employee
manual.  The  written  notice  given  hereunder by a Related Company 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,


                                                          Exhibit 10.3 - Page 6
<PAGE>
during  which  time  Employee  shall  have  the right to respond to such Related
Company'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 a Related Company, such Related Company shall
immediately  pay  to Employee all accrued and unpaid compensation as of the date
of  such  termination.  Upon  a  termination  of  this  Agreement  with cause by
Employee  or  without  cause  by  a  Related Company, such Related Company shall
immediately  pay  to Employee all accrued and unpaid compensation as of the date
of  such termination and the "Severance Payment."  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), but in no event less than one year's
salary  payable  under  Section  4.1  hereof.  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  any  Related  Company  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 such Related Company.
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.     Change  In  Control.  In  the event that a change in control of any
             -------------------
Related  Company occurs without the prior approval of the then existing Board of
Directors,  whether  by  proxy  contest, or as the result of a tender offer made
without  the  approval  of the then existing Board of Directors, or by any other
means,  then  this  contract  shall  be  deemed  terminated  and  the  following
termination  compensation  will  be  immediately  due  and  payable to Employee.

          14.1     Lump  Sum Cash Payment.  Five million dollars ($5,000,000) is
                   -----------------------
due and payable thirty days following the termination of this contract.

          14.2     Annual Payments.  One million dollars ($1,000,000) is due and
                   ----------------
payable  on the anniversary of the termination date of this contract for each of
the  five  years  subsequent  to  the  termination  date  of  this  contract.

     15.     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 such Related Company's
employees  as the same may be interpreted, adopted, revised or deleted from time
to  time, during the term of this Agreement, by such Related Company in its sole
discretion.  During  the  term  hereof,  Employee  shall  receive the following:

          15.1     Term Life Insurance.  In addition to Employee's participation
                   -------------------
in  any  life  insurance plan or plans available to all employees of any Related
Company,  the  Corporation,  Sequiam and BGI shall collectively provide Employee
with  term  life  insurance in the amount of One Million


                                                          Exhibit 10.3 - Page 7
<PAGE>
Dollars ($1,000,000) if available at standard rates or, in the alternative, term
life  insurance  in  such  lesser  amount  as  the standard, unrated premium for
coverage  of  $1,000,000.00  will  purchase.

          15.2     Vacation.  Employee shall be entitled to vacation during each
                   --------
year  of  the  term  at  the  rate  of five (5) weeks per year; provided that no
vacation  shall  accrue  from  year  to  year  during  the  term.

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

     17.     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.

     18.     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.

     19.     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.  Each Related 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.

     20.     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 any Related Company or
Employee  other  than  contained  herein.

     21.     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.

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

     23.     Joint  &  Several  Liability.  The  collective  obligations  of the
             ----------------------------
Corporation, Sequiam and BGI to Employee under this Agreement shall be joint and
several.

     24.     Allocation  of  Costs.   The  Corporation,  Sequiam  and  BGI shall
             ---------------------
allocate  among them all liabilities to Employee hereunder to fairly reflect the
proportion  of  time  devoted  by  Employee  to  each  such  Related  Company.

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

the  "RELATED  COMPANIES"

SEQUIAM CORPORATION, a California corporation


                                                          Exhibit 10.3 - Page 8
<PAGE>
By:  /s/ Nicolaas Van den Brekel
   -------------------------------------------
   Nicolaas Van den Brekel, Chairman and CEO



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


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


BREKEL GROUP, INC., a Delaware corporation


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



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

"Employee"


     /s/ Nicolaas Van den Brekel
----------------------------------------------
NICOLAAS VAN DEN BREKEL, an individual


                                                          Exhibit 10.3 - Page 9
<PAGE>