Exhibit 4.2

                              SEQUIAM CORPORATION
             2003 NON-EMPLOYEE DIRECTORS AND CONSULTANTS STOCK PLAN


1.   Introduction.  This  Plan  shall  be  known  as  "SEQUIAM  CORPORATION
     ------------
Non-Employee  Directors  and Consultants Stock Plan" and is hereinafter referred
to  as the "Plan".  The purposes of this Plan are to enable SEQUIAM CORPORATION,
a  California  corporation  (the  "Company"),  to  promote  the interests of the
Company  and its stockholders by attracting and retaining non-employee Directors
and  Consultants  capable of furthering the future success of the Company and by
aligning  their  economic  interests  more  closely  with those of the Company's
stockholders,  by  paying  their  retainer  or fees in the form of shares of the
Company's  common  stock,  par  value  $0.001  per  share  (the "Common Stock").

2.   Definitions.  The following terms shall have the meanings set forth below:
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     "Board" means the Board of Directors of the Company.

     "Change of Control" has the meaning set forth in Paragraph 12(d) hereof.

     "Code"  means  the Internal Revenue Code of 1986, as amended, and the rules
and  regulations  thereunder. References to any provision of the Code or rule or
regulation  thereunder  shall  be  deemed  to  include  any amended or successor
provision,  rule  or  regulation.

     "Committee"  means  the committee that administers this Plan, as more fully
defined  in  Paragraph  13  hereof.

     "Common Stock" has the meaning set forth in Paragraph 1 hereof.

     "Company" has the meaning set forth in Paragraph 1 hereof.

     "Deferral Election" has the meaning set forth in Paragraph 6 hereof.

     "Deferred  Stock  Account"  means  a  bookkeeping account maintained by the
Company  for a Participant representing the Participant's interest in the shares
credited  to  such  Deferred  Stock  Account  pursuant  to  Paragraph  7 hereof.

     "Delivery Date" has the meaning set forth in Paragraph 6 hereof.

     "Director" means an individual who is a member of the Board of Directors of
the Company.

     "Dividend  Equivalent"  for  a given dividend or other distribution means a
number  of  shares  of  the  Common  Stock having a Fair Market Value, as of the
record date for such dividend or distribution, equal to the amount of cash, plus
the  fair  market  value  on  the  date of distribution of any property, that is
distributed  with  respect  to  one  share  of the Common Stock pursuant to such
dividend  or  distribution;  such  fair  market  value  to  be determined by the
Committee  in  good  faith.

     "Effective Date" has the meaning set forth in Paragraph 3 hereof.


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     "Exchange Act" has the meaning set forth in Paragraph 13(b) hereof.

     "Fair  Market Value" means the mean between the highest and lowest reported
sales  prices  of the Common Stock on the New York Stock Exchange Composite Tape
or, if not listed on such exchange, on any other national securities exchange on
which  the  Common  Stock is listed or on The NASDAQ Stock Market, or, if not so
listed  on  any  other  national securities exchange or The NASDAQ Stock Market,
then  the average closing trading price of the Common Stock during the last five
trading  days  on  the OTC Bulletin Board immediately preceding the last trading
day  prior  to  the  date  with  respect to which the Fair Market Value is to be
determined.

     "Participant" has the meaning set forth in Paragraph 4 hereof.

     "Payment Time" means the time when a Stock Retainer is payable to a
Participant pursuant to Paragraph 5 hereof (without regard to the effect of any
Deferral Election).

     "Stock Retainer" has the meaning set forth in Paragraph 5 hereof.

     "Third Anniversary" has the meaning set forth in Paragraph 6 hereof.

3.   Effective  Date  of the Plan.  This Plan was adopted by the Board effective
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September  23,  2003  (the  "Effective  Date").

4.   Eligibility.  Each  individual  who  is  a  Director  or  Consultant on the
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Effective  Date  and  each  individual  who  becomes  a  Director  or Consultant
thereafter  during  the  term  of  this  Plan,  shall  be  a  participant  (the
"Participant")  in this Plan, in each case during such period as such individual
remains a Director or Consultant and is not an employee of the Company or any of
its  subsidiaries.  Each  credit  of shares of the Common Stock pursuant to this
Plan shall be evidenced by a written agreement duly executed and delivered by or
on  behalf of the Company and a Participant, if such an agreement is required by
the  Company  to  assure  compliance  with  all applicable laws and regulations.

5.   Grants  of  Shares.  Commencing  on  the  Effective  Date,  the  amount  of
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compensation  to directors or consultants for services rendered shall be payable
in  shares  of  the Common Stock (the "Stock Retainer") pursuant to this Plan at
the  deemed  issuance  price  of  the  Fair  Market  Value  per  Share.

6.   Deferral Option.  From and after the Effective Date, a Participant may make
     ---------------
an  election (a "Deferral Election") on an annual basis to defer delivery of the
Stock  Retainer specifying which one of the following ways the Stock Retainer is
to  be  delivered  (a) on the date which is three years after the Effective Date
for  which  it was originally payable (the "Third Anniversary"), (b) on the date
upon  which the Participant ceases to be a Director or Consultant for any reason
(the  "Departure  Date")  or (c) in five equal annual installments commencing on
the  Departure  Date  (the  "Third  Anniversary" and "Departure Date" each being
referred  to  herein as a "Delivery Date").  Such Deferral Election shall remain
in  effect  for each Subsequent Year unless changed, provided that, any Deferral
Election  with  respect  to  a  particular Year may not be changed less than six
months  prior to the beginning of such Year, and provided, further, that no more
than  one  Deferral  Election  or  change  thereof  may  be  made  in  any Year.

     Any Deferral Election and any change or revocation thereof shall be made by
delivering  written  notice  thereof  to  the Committee no later than six months
prior to the beginning of the Year in which it is to be effected; provided that,
with  respect to the Year beginning on the Effective Date, any Deferral Election
or  revocation  thereof must be delivered no later than the close of business on
the  30th  day  after  the  Effective  Date.


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7.   Deferred  Stock  Accounts.  The  Company  shall  maintain  a Deferred Stock
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Account  for  each  Participant  who makes a Deferral Election to which shall be
credited,  as of the applicable Payment Time, the number of shares of the Common
Stock  payable  pursuant  to  the  Stock Retainer to which the Deferral Election
relates.  So  long  as  any amounts in such Deferred Stock Account have not been
delivered  to  the  Participant  under  Paragraph  8 hereof, each Deferred Stock
Account  shall be credited as of the payment date for any dividend paid or other
distribution  made  with respect to the Common Stock, with a number of shares of
the  Common Stock equal to (a) the number of shares of the Common Stock shown in
such Deferred Stock Account on the record date for such dividend or distribution
multiplied  by  (b)  the  Dividend Equivalent for such dividend or distribution.

8.   Delivery of Shares.
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     (a)  The  shares  of  the  Common  Stock  in a Participant's Deferred Stock
Account  with  respect  to  any Stock Retainer for which a Deferral Election has
been  made (together with dividends attributable to such shares credited to such
Deferred  Stock  Account) shall be delivered in accordance with this Paragraph 8
as  soon as practicable after the applicable Delivery Date.  Except with respect
to  a  Deferral  Election  pursuant to Paragraph 6(c) hereof, or other agreement
between  the parties, such shares shall be delivered at one time; provided that,
if  the  number  of shares so delivered includes a fractional share, such number
shall  be rounded to the nearest whole number of shares.  If the Participant has
in  effect  a  Deferral  Election  pursuant  to Paragraph 6(c) hereof, then such
shares  shall  be  delivered  in  five  equal annual installments (together with
dividends  attributable to such shares credited to such Deferred Stock Account),
with  the first such installment being delivered on the first anniversary of the
Delivery  Date;  provided  that,  if  in  order  to  equalize such installments,
fractional  shares  would  have  to  be  delivered,  such  installments shall be
adjusted  by  rounding to the nearest whole share.  If any such shares are to be
delivered  after  the  Participant  has died or become legally incompetent, they
shall  be  delivered  to the Participant's estate or legal guardian, as the case
may be, in accordance with the foregoing; provided that, if the Participant dies
with  a  Deferral  Election  pursuant  to  Paragraph  6(c) hereof in effect, the
Committee  shall  deliver  all remaining undelivered shares to the Participant's
estate immediately.  References to a Participant in this Plan shall be deemed to
refer  to  the  Participant's  estate  or  legal  guardian,  where  appropriate.

     (b)  The  Company may, but shall not be required to, create a grantor trust
or  utilize  an existing grantor trust (in either case, "Trust") to assist it in
accumulating  the  shares  of the Common Stock needed to fulfill its obligations
under this Paragraph 8.  However, Participants shall have no beneficial or other
interest  in  the Trust and the assets thereof, and their rights under this Plan
shall  be  as  general  creditors of the Company, unaffected by the existence or
nonexistence  of  the  Trust,  except  that  deliveries  of  Stock  Retainers to
Participants  from  the  Trust  shall,  to  the  extent  thereof,  be treated as
satisfying  the  Company's  obligations  under  this  Paragraph  8.

9.   Share  Certificates;  Voting and Other Rights.  The certificates for shares
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delivered  to a Participant pursuant to Paragraph 8 above shall be issued in the
name  of  the  Participant,  and  from  and  after the date of such issuance the
Participant shall be entitled to all rights of a stockholder with respect to the
Common Stock for all such shares issued in his name, including the right to vote
the  shares,  and  the  Participant  shall  receive  all  dividends  and  other
distributions  paid  or  made  with  respect  thereto.

10.  General Restrictions.
     --------------------

     (a)  Notwithstanding  any  other  provision of this Plan or agreements made
pursuant  thereto,  the  Company  shall  not be required to issue or deliver any
certificate or certificates for shares of the Common Stock under this Plan prior
to  fulfillment  of  all  of  the  following  conditions:


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          (i)  Listing  or approval for listing upon official notice of issuance
of  such  shares  on the New York Stock Exchange, Inc., the NASDAQ Stock Market,
the  American  Stock  Exchange,  OTC  Bulletin  Board,  or such other securities
exchange  as  may  at  the  time  be  a  market  for  the  Common  Stock;

          (ii)  Any registration or other qualification of such shares under any
state  or  federal  law  or regulation, or the maintaining in effect of any such
registration  or  other qualification which the Committee shall, upon the advice
of  counsel,  deem  necessary  or  advisable;  and

          (iii)  Obtaining any other consent, approval, or permit from any state
or  federal  governmental  agency which the Committee shall, after receiving the
advice  of  counsel,  determine  to  be  necessary  or  advisable.

     (b)  Nothing contained in this Plan shall prevent the Company from adopting
other  or  additional  compensation  arrangements  for  the  Participants.

11.  Shares  Available.  Subject  to  Paragraph  12 below, the maximum number of
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shares of the Common Stock which may in the aggregate be paid as Stock Retainers
pursuant  to this Plan is 5,000,000.  Shares of the Common Stock issueable under
this  Plan  may be taken from treasury shares of the Company or purchased on the
open  market.

12.  Adjustments;  Change  of  Control.
     ---------------------------------

     (a)  In  the  event  that there is, at any time after the Board adopts this
Plan, any change in corporate capitalization, such as a stock split, combination
of  shares,  reclassification,  or recapitalization, or a corporate transaction,
such  as  any  merger,  consolidation,  separation,  including a spin-off, stock
dividend,  or  other  extraordinary  distribution  of  stock  or property of the
Company, any reorganization (whether or not such reorganization comes within the
definition  of  such term in Section 368 of the Code) or any partial or complete
liquidation of the Company (each of the foregoing a "Transaction"), in each case
other  than  any  such  Transaction  which  constitutes  a Change of Control (as
defined  below),  (i)  the  Deferred  Stock  Accounts shall be credited with the
amount  and kind of shares or other property which would have been received by a
holder  of  the number of shares of the Common Stock held in such Deferred Stock
Account  had  such  shares  of  the  Common  Stock  been  outstanding  as of the
effectiveness  of  any  such  Transaction, (ii) the number and kind of shares or
other  property subject to this Plan shall likewise be appropriately adjusted to
reflect the effectiveness of any such Transaction, and (iii) the Committee shall
appropriately  adjust  any  other  relevant provisions of this Plan and any such
modification  by  the  Committee shall be binding and conclusive on all persons.

     (b)  If  the  shares  of  the  Common  Stock credited to the referred Stock
Accounts  are  converted  pursuant  to  Paragraph  12(a)  into  another  form of
property,  references  in  this  Plan to the Common Stock shall be deemed, where
appropriate,  to  refer  to  such  other  form  of  property,  with  such  other
modifications as may be required for this Plan to operate in accordance with its
purposes.  Without  limiting  the  generality  of  the  foregoing, references to
delivery of certificates for shares of the Common Stock shall be deemed to refer
to delivery of cash and the incidents of ownership of any other property held in
the  Deferred  Stock  Accounts.

     (c)  In  lieu  of  the  adjustment  contemplated by Paragraph 12(a), in the
event  of  a  Change  of  Control,  the following shall occur on the date of the
Change  of Control (i) the shares of the Common Stock held in each Participant's
Deferred  Stock  Account  shall be deemed to be issued and outstanding as of the
Change  of Control; (ii) the Company shall forthwith deliver to each Participant
who  has  a  Deferred


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Stock  Account  all of the shares of the Common Stock or any other property held
in  such  Participant's  Deferred  Stock  Account;  and (iii) this Plan shall be
terminated.

     (d)  For  purposes  of  this  Plan, Change of Control shall mean any of the
following  events:

          (i)  The  acquisition  by  any individual, entity or group (within the
meaning  of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as  amended  (the  "Exchange Act")) (a "Person") of beneficial ownership (within
the  meaning  of Rule 13d-3 promulgated under the Exchange Act) of 40 percent or
more  of  either  (1)  the  then  outstanding  shares of the Common Stock of the
Company  (the  "Outstanding  Company  Common Stock"), or (2) the combined voting
power  of  then  outstanding  voting  securities of the Company entitled to vote
generally  in  the  election  of  directors  (the  "Outstanding  Company  Voting
Securities");  provided,  however,  that  the  following  acquisitions shall not
constitute  a  Change  of  Control (A) any acquisition directly from the Company
(excluding  an  acquisition  by virtue of the exercise of a conversion privilege
unless  the  security  being  so converted was itself acquired directly from the
Company),  (B)  any  acquisition  by  the  Company,  (C)  any acquisition by any
employee  benefit plan (or related trust) sponsored or maintained by the Company
or  any  corporation  controlled  by  the  Company or (D) any acquisition by any
corporation pursuant to a reorganization, merger or consolidation, if, following
such  reorganization,  merger  or  consolidation,  the  conditions  described in
clauses  (A),  (B)  and  (C)  of  paragraph  (iii)  of  this Paragraph 12(d) are
satisfied;  or

          (ii)  Individuals  who, as of the date hereof, constitute the Board of
the  Company  (as of the date hereof, "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 date hereof whose election, or
nomination for election by the Company's stockholders, 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 either an actual or threatened election contest (as
such  terms  are  used  in  Rule  14a-11 of Regulation 14A promulgated under the
Exchange  Act) or other actual or threatened solicitation of proxies or consents
by  or  on  behalf  of  a  Person  other  than  the  Board;  or

          (iii) Approval by the stockholders of the Company of a reorganization,
merger,  binding  share  exchange  or  consolidation,  unless,  following  such
reorganization, merger, binding share exchange or consolidation (1) more than 60
percent  of,  respectively,  then  outstanding  shares  of  common  stock of the
corporation  resulting  from such reorganization, merger, binding share exchange
or  consolidation  and  the  combined  voting  power  of then outstanding voting
securities  of  such  corporation  entitled to vote generally in the election of
directors  is  then  beneficially  owned,  directly  or  indirectly,  by  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 reorganization, merger,
binding share exchange or consolidation in substantially the same proportions as
their ownership, immediately prior to such reorganization, merger, binding share
exchange  or  consolidation,  of  the  Outstanding  Company  Common  Stock  and
Outstanding  Company  Voting  Securities,  as  the  case  may  be, (2) no Person
(excluding  the  Company,  any  employee  benefit plan (or related trust) of the
Company  or such corporation resulting from such reorganization, merger, binding
share  exchange or consolidation and any Person beneficially owning, immediately
prior  to  such reorganization, merger, binding share exchange or consolidation,
directly  or  indirectly,  20  percent or more of the Outstanding Company Common
Stock or Outstanding Company Voting Securities, as the case may be) beneficially
owns,  directly  or  indirectly,  20  percent  or  more  of,  respectively, then
outstanding  shares  of  common  stock  of  the  corporation resulting from such
reorganization,  merger, binding share exchange or consolidation or the combined
voting  power of then outstanding voting securities of such corporation entitled
to  vote  generally in the election of directors, and (3) at least a majority of
the  members  of  the  board of directors of the corporation resulting from such
reorganization,


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merger,  binding  share  exchange or consolidation were members of the Incumbent
Board  at  the time of the execution of the initial agreement providing for such
reorganization,  merger,  binding  share  exchange  or  consolidation;  or

          (iv)  Approval  by  the  stockholders of the Company of (1) a complete
liquidation  or dissolution of the Company, or (2) the sale or other disposition
of  all  or  substantially  all  of  the  assets of the Company, other than to a
corporation, with respect to which following such sale or other disposition, (A)
more  than  60 percent of, respectively, then outstanding shares of common stock
of  such  corporation  and  the combined voting power of then outstanding voting
securities  of  such  corporation  entitled to vote generally in the election of
directors  is  then  beneficially  owned,  directly  or  indirectly,  by  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 sale or other disposition in
substantially  the same proportion as their ownership, immediately prior to such
sale  or  other  disposition,  of  the  Outstanding  Company  Common  Stock  and
Outstanding  Company  Voting  Securities,  as  the  case  may  be, (B) no Person
(excluding  the  Company and any employee benefit plan (or related trust) of the
Company  or  such  corporation  and  any Person beneficially owning, immediately
prior  to  such sale or other disposition, directly or indirectly, 20 percent or
more  of  the  Outstanding  Company  Common  Stock or Outstanding Company Voting
Securities,  as  the  case may be) beneficially owns, directly or indirectly, 20
percent  or  more  of,  respectively, then outstanding shares of common stock of
such  corporation  and  the  combined  voting  power  of then outstanding voting
securities  of  such  corporation  entitled to vote generally in the election of
directors,  and (3) at least a majority of the members of the board of directors
of  such  corporation  were  members  of  the Incumbent Board at the time of the
execution  of  the  initial  agreement or action of the Board providing for such
sale  or  other  disposition  of  assets  of  the  Company.

13.  Administration; Amendment and Termination.
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     (a)  This  Plan  shall  be  administered  by  a committee consisting of two
members  who  shall  be the current directors of the Company or senior executive
officers or other directors who are not Participants as may be designated by the
Chief  Executive  Officer (the  "Committee"), which shall have full authority to
construe  and  interpret  this  Plan,  to establish, amend and rescind rules and
regulations  relating  to  this  Plan, and to take all such actions and make all
such  determinations  in  connection  with this Plan as it may deem necessary or
desirable.

     (b)  The  Board  may  from  time to time make such amendments to this Plan,
including  to preserve or come within any exemption from liability under Section
16(b) of the Exchange Act, as it may deem proper and in the best interest of the
Company  without  further approval of the Company's stockholders, provided that,
to  the  extent  required under Nevada law or to qualify transactions under this
Plan  for  exemption  under  Rule  16b-3  promulgated under the Exchange Act, no
amendment  to  this  Plan  shall  be  adopted  without  further  approval of the
Company's  stockholders  and,  provided,  further,  that  if  and  to the extent
required  for this Plan to comply with Rule 16b-3 promulgated under the Exchange
Act,  no  amendment  to  this Plan shall be made more than once in any six month
period that would change the amount, price or timing of the grants of the Common
Stock  hereunder  other  than  to comport with changes in the Code, the Employee
Retirement  Income  Security  Act  of  1974,  as  amended,  or  the  regulations
thereunder.  The Board may terminate this Plan at any time by a vote of a
majority of the members thereof.


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14.  Miscellaneous.
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     (a)  Nothing  in  this Plan shall be deemed to create any obligation on the
part  of  the  Board  to  nominate  any Director for reelection by the Company's
stockholders  or to limit the rights of the stockholders to remove any Director.

     (b)  The  Company shall have the right to require, prior to the issuance or
delivery  of  any  shares  of  the  Common  Stock  pursuant to this Plan, that a
Participant  make arrangements satisfactory to the Committee for the withholding
of  any  taxes  required  by  law to be withheld with respect to the issuance or
delivery  of  such  shares, including, without limitation, by the withholding of
shares  that  would otherwise be so issued or delivered, by withholding from any
other payment due to the Participant, or by a cash payment to the Company by the
Participant.

     14.1  Governing  Law.  The  Plan  and all actions taken thereunder shall be
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governed  by  and  construed  in  accordance  with  the  laws  of  the  State of
California.

IN WITNESS WHEREOF, this Plan has been executed effective as of September 23,
2003




                    SEQUIAM CORPORATION



                    By: /s/ Nicholas H. VandenBrekel
                    ------------------------------------------
                    Nicholas H. VandenBrekel, President


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