Exhibit 4.1

                               SEQUIAM CORPORATION
                       2003 EMPLOYEE STOCK INCENTIVE PLAN


  1. GENERAL PROVISIONS.

     1.1  Purpose.  This  Stock Incentive Plan (the "Plan") is intended to allow
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designated officers, directors (including non-employee directors), employees and
certain  non-employees,  including  any  independent  contractor  or  consultant
providing  services  to  the  Company  (all  of  whom are sometimes collectively
referred  to  herein  as  the "Employees," or individually as the "Employee") of
Sequiam  Corporation, a California corporation ("Sequiam" or the "Company"), and
its  Subsidiaries  (as that term is defined below) which they may have from time
to  time (Sequiam and such Subsidiaries are referred to herein as the "Company")
to  receive  certain  options  (the  "Stock Options") to purchase Sequiam common
stock, par value $0.001 per share (the "Common Stock"), and to receive grants of
the  Common  Stock  subject  to certain restrictions (the "Awards").  As used in
this  Plan,  the  term  "Subsidiary"  shall  mean  each  corporation  that  is a
"subsidiary  corporation" of Sequiam within the meaning of Section 424(f) of the
Internal  Revenue  Code  of  1986, as amended (the "Code").  The purpose of this
Plan  is  to  provide  equity-based compensation incentives to the Employees who
make  significant  and  extraordinary  contributions to the long-term growth and
performance  of  the  Company,  and  to  attract  and  retain  such  Employees.

     1.2  Administration.
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          1.2.1  The  Plan  shall  be administered by the Compensation Committee
(the  "Committee")  of,  or appointed by, the Board of Directors of Sequiam (the
"Board"),  which  may include all or any portion of the Board of Directors.  The
Committee shall select one of its members as Chairman and shall act by vote of a
majority  of  a  quorum,  or  by  unanimous  written consent.  A majority of its
members  shall  constitute  a  quorum.  The  Committee  shall be governed by the
provisions  of  Sequiam's  Bylaws and of California law applicable to the Board,
except  as  otherwise  provided  herein  or  determined  by  the  Board.

          1.2.2  The  Committee  shall  have full and complete authority, in its
discretion,  but  subject  to the express provisions of this Plan (a) to approve
the Employees nominated by the management of the Company to be granted Awards or
Stock  Options;  (b)  to  determine  the number of Awards or Stock Options to be
granted  to  an  Employee; (c) to determine the time or times at which Awards or
Stock  Options  shall be granted; (d) to establish the terms and conditions upon
which  Awards  or  Stock  Options  may be exercised; (e) to remove or adjust any
restrictions and conditions upon Awards or Stock Options; (f) to specify, at the
time  of  grant,  provisions  relating to exercisability of Stock Options and to
accelerate  or otherwise modify the exercisability of any Stock Options; and (g)
to  adopt such rules and regulations and to make all other determinations deemed
necessary or desirable for the administration of this Plan.  All interpretations
and  constructions  of  this  Plan  by  the  Committee,  and  all of its actions
hereunder,  shall  be  binding  and  conclusive on all persons for all purposes.

          1.2.3  The  Company  hereby agrees to indemnify and hold harmless each
Committee  member  and each Employee, and the estate and heirs of such Committee
member  or  Employee,  against  all  claims,  liabilities,  expenses, penalties,
damages  or  other  pecuniary losses, including legal fees, which such Committee
member  or  Employee,  his  estate  or  heirs  may  suffer  as  a  result of his
responsibilities,  obligations  or  duties  in connection with this Plan, to the
extent  that  insurance,  if  any, does not cover the payment of such items.  No
member  of  the  Committee  or  the  Board  shall  be  liable  for any action or


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determination made in good faith with respect to this Plan or any Award or Stock
Option  granted  pursuant  to  this  Plan.

     1.3  Eligibility and Participation.  The Employees eligible under this Plan
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shall  be  approved by the Committee from those Employees who, in the opinion of
the  management  of  the  Company,  are  in  positions  that enable them to make
significant  contributions  to  the  long-term  performance  and  growth  of the
Company.  In  selecting  the  Employees  to  whom  Award or Stock Options may be
granted,  consideration  shall  be given to factors such as employment position,
duties  and  responsibilities, ability, productivity, length of service, morale,
interest  in  the  Company  and  recommendations  of  supervisors.

     1.4  Shares  Subject  to  this  Plan.  The  maximum number of shares of the
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Common  Stock  that  may  be  issued  pursuant to this Plan shall be 10,000,000,
subject to adjustment pursuant to the provisions of Paragraph 4.1.  If shares of
the Common Stock awarded or issued under this Plan are reacquired by the Company
due  to a forfeiture or for any other reason, such shares shall be cancelled and
thereafter  shall  again  be  available  for  purposes of this Plan.  If a Stock
Option  expires,  terminates  or is cancelled for any reason without having been
exercised  in full, the shares of the Common Stock not purchased hereunder shall
again  be  available  for  purposes  of  this  Plan.

     1.5  Term.  The term of this Plan is for a period of ten (10) years from
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the date this Plan is adopted.

  2. PROVISIONS RELATING TO STOCK OPTIONS.

     2.1  Grants  of  Stock  Options.  The  Committee may grant Stock Options in
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such amounts, at such times, and to the Employees nominated by the management of
the  Company  as the Committee, in its discretion, may determine.  Stock Options
granted  under  this  Plan shall constitute "incentive stock options" within the
meaning  of  Section  422  of the Code, if so designated by the Committee on the
date  of  grant.  The  Committee  shall  also have the discretion to grant Stock
Options  that  do  not  constitute  incentive  stock options, and any such Stock
Options  shall be designated non-statutory stock options by the Committee on the
date  of  grant.  The  aggregate Fair Market Value (determined as of the time an
incentive  stock  option  is  granted) of the Common Stock with respect to which
incentive  stock  options  are  exercisable  for  the  first  time by any single
Employee  during  any  one calendar year (under all plans of the Company and any
parent or subsidiary of the Company) may not exceed the maximum amount permitted
under  Section  422  of  the  Code  (currently,  $100,000).  Non-statutory stock
options  shall  not  be  subject  to the limitations relating to incentive stock
options  contained  in  the  preceding  sentence.  Each  Stock  Option  shall be
evidenced  by a written agreement (the "Option Agreement") in a form approved by
the  Committee,  which  shall  be  executed  on behalf of the Company and by the
Employee  to whom the Stock Option is granted, and which shall be subject to the
terms  and  conditions  of this Plan.  In the discretion of the Committee, Stock
Options  may  include  provisions (which need not be uniform), authorized by the
Committee  in  its  discretion  that accelerate an Employee's rights to exercise
Stock  Options  following  a  "Change  in  Control,"  upon  termination  of  the
Employee's  employment  by  the  Company  without "Cause" or by the Employee for
"Good Reason," as such terms are defined in Paragraph 3.1 hereof.  The holder of
a  Stock Option shall not be entitled to the privileges of stock ownership as to
any  shares  of  the  Common  Stock  not  actually  issued  to  such  holder.

     2.2  Purchase  Price.  The  purchase price (the "Exercise Price") of shares
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of  the Common Stock subject to each Stock Option (the "Option Shares") shall be
the  Fair  Market  Value  of  the  Common  Stock on the date the Stock Option is
granted;  provided,  however,  for  designated  non-statutory stock options, the
Committee  may determine an Exercise Price at, above or below Fair Market Value.
For an Employee holding greater than 10 percent of the total voting power of all
stock  of  the  Company,  either  Common  or Preferred, the Exercise Price of an
incentive  stock  option  shall  be  at  least  110  percent  of  the


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Fair  Market  Value  of the Common Stock on the date of the grant of the option.
As  used  herein,  "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.  If the Common Stock is not then publicly
traded,  then  the Fair Market Value of the Common Stock shall be the book value
of  the  Company  per  share  as  determined  on  the  last  day of March, June,
September, or December in any year closest to the date when the determination is
to  be  made.  For  the  purpose of determining book value hereunder, book value
shall  be  determined  by adding as of the applicable date called for herein the
capital,  surplus,  and  undivided  profits  of  the  Company,  and after having
deducted  any  reserves theretofore established; the sum of these items shall be
divided by the number of shares of the Common Stock outstanding as of said date,
and  the  quotient thus obtained shall represent the book value of each share of
the  Common  Stock  of  the  Company.

     2.3  Option Period.  The Stock Option period (the "Term") shall commence on
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the  date  of  grant  of  the Stock Option and shall be 10 years or such shorter
period  as is determined by the Committee.  Each Stock Option shall provide that
it  is  exercisable over its term in such periodic installments as the Committee
in  its  sole  discretion  may  determine.  Such provisions need not be uniform.
Section  16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")  exempts persons normally subject to the reporting requirements of Section
16(a)  of  the  Exchange  Act (the "Section 16 Reporting Persons") pursuant to a
qualified  employee stock option plan from the normal requirement of not selling
until at least six months and one day from the date the Stock Option is granted.

     2.4  Exercise of Options.
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          2.4.1  Each Stock Option may be exercised in whole or in part (but not
as  to  fractional  shares) by delivering it for surrender or endorsement to the
Company,  attention  of  the Corporate Secretary, at the principal office of the
Company,  together with payment of the Exercise Price and an executed Notice and
Agreement of Exercise in the form prescribed by Paragraph 2.4.2.  Payment may be
made  (a)  in  cash;  (b)  by  cashier's or certified check; (c) by surrender of
previously owned shares of the Common Stock valued pursuant to Paragraph 2.2 (if
the Committee authorizes payment in stock in its discretion); (d) by withholding
from  the  Option Shares which would otherwise be issueable upon the exercise of
the Stock Option that number of Option Shares equal to the exercise price of the
Stock  Option,  if  such  withholding  is  authorized  by  the  Committee in its
Discretion;  (e)  to the extent permitted by applicable law and agreed to by the
Board  in its sole and absolute discretion, by delivering a written direction to
Sequiam  that  the  Option  be  exercised pursuant to a "cashless" exercise/sale
procedure  pursuant  to  which  funds  to  pay  for  exercise  of the Option are
delivered  to  Sequiam  by  a  broker  upon  receipt  of stock certificates from
Sequiam)  or  a  "cashless"  exercise/loan  procedure  (pursuant  to  which  the
Optionees would obtain a margin loan from a broker to fund the exercise) through
a  licensed  broker  acceptable  to  Sequiam  whereby  the  stock certificate or
certificates  for  the  shares of Common Stock for which the Option is exercised
will  be delivered to such broker as the agent for the individual exercising the
Option  and  the  broker  will  deliver  to  Sequiam  cash  (or cash equivalents
acceptable  to Sequiam) equal to the Option Price for the shares of Common Stock
purchased  pursuant  to  the  exercise of the Option plus the amount (if any) of
federal  and  other  taxes  that  Sequiam  may,  in its judgment, be required to
withhold with respect to the exercise of the Option; or (f) in the discretion of
the  Committee, by the delivery to the Company of the optionee's promissory note
secured  by  the Option Shares, bearing interest at a rate sufficient to prevent
the  imputation  of  interest under Sections 483 or 1274 of the Code, and having
such  other  terms  and  conditions  as  may  be  satisfactory to the Committee.


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          2.4.2  Exercise of each Stock Option is conditioned upon the agreement
of  the  Employee  to  the  terms  and conditions of this Plan and of such Stock
Option  as  evidenced  by  the Employee's execution and delivery of a Notice and
Agreement  of  Exercise  in  a  form  to  be  determined by the Committee in its
discretion.  Such Notice and Agreement of Exercise shall set forth the agreement
of  the Employee that (a) no Option Shares will be sold or otherwise distributed
in violation of the Securities Act of 1933, as amended (the "Securities Act") or
any  other  applicable  federal  or state securities laws, (b) each Option Share
certificate  may be imprinted with legends reflecting any applicable federal and
state  securities  law  restrictions  and conditions, (c) the Company may comply
with  said securities law restrictions and issue "stop transfer" instructions to
its  Transfer  Agent  and  Registrar without liability, (d) if the Employee is a
Section  16 Reporting Person, the Employee will furnish to the Company a copy of
each  Form  4  or Form 5 filed by said Employee and will timely file all reports
required  under  federal  securities  laws, and (e) the Employee will report all
sales  of  Option  Shares  to the Company in writing on a form prescribed by the
Company.

          2.4.3  No  Stock  Option  shall  be  exercisable  unless and until any
applicable  registration  or  qualification  requirements  of  federal and state
securities  laws,  and  all  other  legal requirements, have been fully complied
with.  The  Company will use reasonable efforts to maintain the effectiveness of
a  Registration  Statement  under  the  Securities Act for the issuance of Stock
Options  and  shares  acquired  there under, but there may be times when no such
Registration  Statement  will  be  currently  effective.  The  exercise of Stock
Options  may  be  temporarily  suspended without liability to the Company during
times  when  no  such  Registration  Statement is currently effective, or during
times  when,  in  the  reasonable  opinion  of the Committee, such suspension is
necessary  to  preclude  violation  of  any  requirements  of  applicable law or
regulatory  bodies  having  jurisdiction  over the Company.  If any Stock Option
would expire for any reason except the end of its term during such a suspension,
then  if  exercise  of such Stock Option is duly tendered before its expiration,
such  Stock  Option  shall  be  exercisable  and exercised (unless the attempted
exercise  is  withdrawn)  as  of the first day after the end of such suspension.
The Company shall have no obligation to file any Registration Statement covering
resales  of  Option  Shares.

     2.5   Continuous Employment.  Except as provided in Paragraph 2.7 below, an
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Employee  may  not  exercise a Stock Option unless from the date of grant to the
date of exercise the Employee remains continuously in the employ of the Company.
For  purposes  of  this Paragraph 2.5, the period of continuous employment of an
Employee with the Company shall be deemed to include (without extending the term
of the Stock Option) any period during which the Employee is on leave of absence
with  the  consent of the Company, provided that such leave of absence shall not
exceed  three  months and that the Employee returns to the employ of the Company
at  the expiration of such leave of absence.  If the Employee fails to return to
the  employ  of  the  Company  at  the  expiration of such leave of absence, the
Employee's employment with the Company shall be deemed terminated as of the date
such  leave of absence commenced.  The continuous employment of an Employee with
the Company shall also be deemed to include any period during which the Employee
is a member of the Armed Forces of the United States, provided that the Employee
returns  to  the  employ of the Company within 90 days (or such longer period as
may be prescribed by law) from the date the Employee first becomes entitled to a
discharge  from  military service.  If an Employee does not return to the employ
of  the  Company  within  90 days (or such longer period as may be prescribed by
law)  from  the  date  the  Employee  first becomes entitled to a discharge from
military  service, the Employee's employment with the Company shall be deemed to
have  terminated  as  of  the  date  the  Employee's  military  service  ended.

     2.6   Restrictions on Transfer.  Each Stock Option granted under this Plan
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shall be transferable only by will or the laws of descent and distribution.  No
interest of any Employee under this Plan shall be subject to attachment,
execution, garnishment, sequestration, the laws of bankruptcy or any other legal
or equitable process.  Each Stock Option granted under this Plan shall be
exercisable during an Employee's lifetime only by the Employee or by the
Employee's legal representative.


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     2.7  Termination of Employment.
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          2.7.1  Upon  an  Employee's  Retirement,  Disability (both terms being
defined  below)  or  death,  (a)  all Stock Options to the extent then presently
exercisable  shall remain in full force and effect and may be exercised pursuant
to  the  provisions  thereof,  including expiration at the end of the fixed term
thereof,  and  (b) unless otherwise provided by the Committee, all Stock Options
to  the extent not then presently exercisable by the Employee shall terminate as
of  the  date  of  such  termination  of employment and shall not be exercisable
thereafter.

          2.7.2  Upon  the termination of the employment of an Employee with the
Company  for  any  reason  other  than  the reasons set forth in Paragraph 2.7.1
hereof,  (a)  all  Stock Options to the extent then presently exercisable by the
Employee shall remain exercisable only for a period of 90 days after the date of
such  termination of employment (except that the 90 day period shall be extended
to  12  months  if the Employee shall die during such 90 day period), and may be
exercised pursuant to the provisions thereof, including expiration at the end of
the  fixed term thereof, and (b) unless otherwise provided by the Committee, all
Stock Options to the extent not then presently exercisable by the Employee shall
terminate  as  of  the  date  of such termination of employment and shall not be
exercisable  thereafter.

          2.7.3 For purposes of this Plan:

               (a)  "Retirement"  shall  mean  an Employee's retirement from the
employ of the Company on or after the date on which the Employee attains the age
of  65  years;  and

               (b)  "Disability" shall mean total and permanent incapacity of an
Employee, due to physical impairment or legally established mental incompetence,
to perform the usual duties of the Employee's employment with the Company, which
disability  shall  be determined (i) on medical evidence by a licensed physician
designated  by  the  Committee, or (ii) on evidence that the Employee has become
entitled  to  receive  primary  benefits as a disabled employee under the Social
Security  Act  in  effect  on  the  date  of  such  disability.

  3. PROVISIONS RELATING TO AWARDS.

     3.1   Grant  of  Awards.  Subject  to  the  provisions  of  this  Plan, the
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Committee shall have full and complete authority, in its discretion, but subject
to  the  express  provisions  of this Plan, to (1) grant Awards pursuant to this
Plan,  (2)  determine  the  number of shares of the Common Stock subject to each
Award  (the  "Award Shares"), (3) determine the terms and conditions (which need
not be identical) of each Award, including the consideration (if any) to be paid
by  the  Employee  for  such  the  Common  Stock,  which may, in the Committee's
discretion,  consist  of  the delivery of the Employee's promissory note meeting
the  requirements  of  Paragraph  2.4.1,  (4)  establish  and modify performance
criteria  for  Awards,  and  (5)  make  all  of  the determinations necessary or
advisable  with  respect  to Awards under this Plan.  Each Award under this Plan
shall  consist of a grant of shares of the Common Stock subject to a restriction
period  (after  which  the  restrictions  shall  lapse), which shall be a period
commencing  on  the  date  the  Award  is granted and ending on such date as the
Committee shall determine (the "Restriction Period").  The Committee may provide
for  the lapse of restrictions in installments, for acceleration of the lapse of
restrictions upon the satisfaction of such performance or other criteria or upon
the  occurrence  of  such  events  as the Committee shall determine, and for the
early  expiration of the Restriction Period upon an Employee's death, Disability
or  Retirement as defined in Paragraph 2.7.3, or, following a Change of Control,
upon  termination  of an Employee's employment by the Company without "Cause" or
by  the  Employee  for  "Good  Reason,"  as  those terms are defined herein. For
purposes  of  this  Plan:


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     "Change  of  Control"  shall be deemed to occur (a) on the date the Company
first  has  actual  knowledge  that any person (as such term is used in Sections
13(d)  and  14(d)(2)  of  the  Exchange Act) has become the beneficial owner (as
defined  in  Rule  13(d)-3  under  the Exchange Act), directly or indirectly, of
securities of the Company representing 40 percent or more of the combined voting
power  of  the  Company's  then  outstanding  securities, or (b) on the date the
stockholders of the Company approve (i) a merger of the Company with or into any
other  corporation  in  which the Company is not the surviving corporation or in
which  the  Company  survives  as  a  subsidiary  of another corporation, (ii) a
consolidation  of  the  Company with any other corporation, or (iii) the sale or
disposition  of  all  or  substantially all of the Company's assets or a plan of
complete  liquidation.

     "Cause,"  when  used  with reference to termination of the employment of an
Employee  by  the  Company  for  "Cause,"  shall  mean:

(a)  The Employee's willful and material breach of his duties to the Company; or

(b)  The conviction of the Employee of a felony; or

(c)  The Employee's commission of fraud in the course of his employment with the
Company, such as embezzlement or other material and intentional violation of law
against  the  Company;  or

(d)  The Employee's misconduct causing harm to the Company.

     3.2  Incentive  Agreements.  Each  Award  granted  under this Plan shall be
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evidenced  by  a written agreement (an "Incentive Agreement") in a form approved
by  the Committee and executed by the Company and the Employee to whom the Award
is  granted.  Each  Incentive  Agreement  shall  be  subject  to  the  terms and
conditions of this Plan and other such terms and conditions as the Committee may
specify.

     3.3  Waiver  of  Restrictions.  The Committee may modify or amend any Award
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under this Plan or waive any restrictions or conditions applicable to the Award.

     3.4  Terms and Conditions of Awards.  Upon receipt of an Award of shares of
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the  Common  Stock  under  this  Plan,  even  during  the Restriction Period, an
Employee  shall  be  the  holder  of record of the shares and shall have all the
rights  of  a  stockholder with respect to such shares, subject to the terms and
conditions  of  this  Plan  and  the  Award.

          3.4.1 Except as otherwise provided in this Paragraph 3.4, no shares of
the  Common  Stock  received  pursuant  to  this  Plan shall be sold, exchanged,
transferred,  pledged,  hypothecated  or  otherwise  disposed  of  during  the
Restriction Period applicable to such shares.  Any purported disposition of such
the  Common  Stock  in violation of this Paragraph 3.4.2 shall be null and void.

          3.4.2 If an Employee's employment with the Company terminates prior to
the expiration of the Restriction Period for an Award, subject to any provisions
of  the Award with respect to the Employee's death, Disability or Retirement, or
Change  of Control, all shares of the Common Stock subject to the Award shall be
immediately  forfeited  by  the  Employee and reacquired by the Company, and the
Employee  shall  have  no  further  rights  with  respect  to the Award.  In the
discretion  of  the Committee, an Incentive Agreement may provide that, upon the
forfeiture  by  an  Employee  of  Award  Shares,  the Company shall repay to the
Employee  the consideration (if any) that the Employee paid for the Award Shares
on  the  grant  of  the Award.  In the discretion of the Committee, an Incentive
Agreement  may also provide that such repayment shall include an interest factor
on  such  consideration  from  the date of the grant of the Award to the date of
such  repayment.


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          3.4.3  The Committee may require under such terms and conditions as it
deems  appropriate  or  desirable that (a) the certificates for the Common Stock
delivered  under  this Plan are to be held in custody by the Company or a person
or  institution  designated by the Company until the Restriction Period expires,
(b)  such  certificates shall bear a legend referring to the restrictions on the
Common Stock pursuant to this Plan, and (c) the Employee shall have delivered to
the  Company  a  stock  power  endorsed  in  blank relating to the Common Stock.

  4. MISCELLANEOUS PROVISIONS.

     4.1  Adjustments Upon Change in Capitalization.
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          4.1.1 The number and class of shares subject to each outstanding Stock
Option, the Exercise Price thereof (but not the total price), the maximum number
of  Stock  Options  that  may  be granted under this Plan, the minimum number of
shares  as  to  which  a  Stock Option may be exercised at any one time, and the
number  and  class  of  shares  subject  to  each  outstanding  Award,  shall be
proportionately  adjusted in the event of any increase or decrease in the number
of  the  issued  shares  of  the  Common  Stock which results from a split-up or
consolidation  of  shares,  payment of a stock dividend or dividends exceeding a
total of five percent for which the record dates occur in any one fiscal year, a
recapitalization  (other than the conversion of convertible securities according
to  their  terms),  a combination of shares or other like capital adjustment, so
that  (a)  upon  exercise  of  the  Stock Option, the Employee shall receive the
number  and  class  of  shares the Employee would have received had the Employee
been  the holder of the number of shares of the Common Stock for which the Stock
Option  is  being exercised upon the date of such change or increase or decrease
in  the  number  of  issued  shares  of  the  Company, and (b) upon the lapse of
restrictions  of  the  Award  Shares,  the Employee shall receive the number and
class  of  shares  the  Employee  would have received if the restrictions on the
Award  Shares  had  lapsed on the date of such change or increase or decrease in
the  number  of  issued  shares  of  the  Company.

          4.1.2  Upon  a  reorganization, merger or consolidation of the Company
with  one or more corporations as a result of which Sequiam is not the surviving
corporation or in which Sequiam survives as a wholly owned subsidiary of another
corporation,  or  upon a sale of all or substantially all of the property of the
Company  to another corporation, or any dividend or distribution to stockholders
of  more  than  10 percent of the Company's assets, adequate adjustment or other
provisions  shall  be  made by the Company or other party to such transaction so
that  there  shall  remain and/or be substituted for the Option Shares and Award
Shares  provided  for  herein, the shares, securities or assets which would have
been  issueable  or  payable in respect of or in exchange for such Option Shares
and  Award  Shares then remaining, as if the Employee had been the owner of such
shares  as  of  the  applicable  date.  Any  securities  so substituted shall be
subject  to  similar  successive  adjustments.

     4.2  Withholding  Taxes.  The  Company  shall have the right at the time of
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exercise  of  any  Stock  Option,  the  grant  of  an  Award,  or  the  lapse of
restrictions on Award Shares, to make adequate provision for any federal, state,
local  or  foreign  taxes  that  it believes are or may be required by law to be
withheld  with  respect  to  such  exercise (the "Tax Liability"), to ensure the
payment  of  any such Tax Liability.  The Company may provide for the payment of
any  Tax Liability by any of the following means or a combination of such means,
as  determined  by  the  Committee  in  its  sole and absolute discretion in the
particular  case  (1)  by requiring the Employee to tender a cash payment to the
Company,  (2) by withholding from the Employee's salary, (3) by withholding from
the  Option  Shares that would otherwise be issueable upon exercise of the Stock
Option,  or  from  the  Award  Shares  on  their  grant  or  date  of  lapse  of
restrictions,  that  number of Option Shares or Award Shares having an aggregate
Fair  Market  Value (determined in the manner prescribed by Paragraph 2.2) as of
the date the withholding tax obligation arises in an amount that is equal to the
Employee's  Tax  Liability  or  (4)  by  any  other  method  deemed


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<PAGE>
appropriate by the Committee.  Satisfaction of the Tax Liability of a Section 16
Reporting  Person  may  be made by the method of payment specified in clause (3)
above  only  if  the  following  two  conditions  are  satisfied:

          (a)  The withholding of Option Shares or Award Shares and the exercise
of the related Stock Option occur at least six months and one day following the
date of grant of such Stock Option or Award; and

          (b)  The  withholding  of Option Shares or Award Shares is made either
(i) pursuant to an irrevocable election (the "Withholding Election") made by the
Employee  at least six months in advance of the withholding of Options Shares or
Award  Shares, or (ii) on a day within a 10-day "window period" beginning on the
third  business  day following the date of release of the Company's quarterly or
annual  summary  statement  of  sales  and  earnings.

Anything  herein  to the contrary notwithstanding, a Withholding Election may be
disapproved  by  the  Committee  at  any  time.

     4.3  Relationship  to  Other  Employee  Benefit  Plans.  Stock  Options and
          -------------------------------------------------
Awards  granted hereunder shall not be deemed to be salary or other compensation
to  any  Employee  for  purposes  of  any pension, thrift, profit-sharing, stock
purchase  or any other employee benefit plan now maintained or hereafter adopted
by  the  Company.

     4.4  Amendments  and  Termination.  The  Board of Directors may at any time
          ----------------------------
suspend,  amend  or  terminate  this  Plan.

     4.5  Successors  in  Interest.  The provisions of this Plan and the actions
          ------------------------
of  the Committee shall be binding upon all heirs, successors and assigns of the
Company  and  of  the  Employees.

     4.6  Other  Documents.  All  documents  prepared,  executed or delivered in
          ----------------
connection  with this Plan (including, without limitation, Option Agreements and
Incentive  Agreements)  shall  be,  in  substance  and  form, as established and
modified  by  the Committee; provided, however, that all such documents shall be
subject in every respect to the provisions of this Plan, and in the event of any
conflict between the terms of any such document and this Plan, the provisions of
this  Plan  shall  prevail.

     4.7  No  Obligation  to Continue Employment.  This Plan and the grants that
          --------------------------------------
might  be  made  hereunder  shall  not  impose  any obligation on the Company to
continue  to  employ  any  Employee.  Moreover, no provision of this Plan or any
document executed or delivered pursuant to this Plan shall be deemed modified in
any  way  by any employment contract between an Employee (or other employee) and
the  Company.

     4.8  Misconduct  of  an  Employee.  Notwithstanding  any other provision of
          ----------------------------
this  Plan,  if  an  Employee  commits fraud or dishonesty toward the Company or
wrongfully  uses  or  discloses  any  trade  secret,  confidential data or other
information  proprietary to the Company, or intentionally takes any other action
materially  inimical  to the best interests of the Company, as determined by the
Committee,  in  its sole and absolute discretion, the Employee shall forfeit all
rights  and  benefits  under  this  Plan.

     4.9  Term  of Plan.  This Plan was adopted by the Board effective September
          -------------
23,  2003.  No Stock Options or Awards may be granted under this Plan after July
22,  2013.


                                        8
<PAGE>
     4.10  Governing  Law.  This Plan shall be construed in accordance with, and
           --------------
governed  by,  the  laws  of  the  State  of  California.

     4.11  Approval.  No  Stock  Option  shall be exercisable, or Award granted,
           --------
unless  and  until  the Directors of the Company have approved this Plan and all
other  legal  requirements  have  been  met.

     4.12 Compliance with Rule 16b-3.  Transactions under this Plan are intended
          --------------------------
to  comply with all applicable conditions of Rule 16b-3.  To the extent that any
provision  of  this Plan or action by the Committee fails to so comply, it shall
be  deemed null and void, to the extent permitted by law and deemed advisable by
the  Committee.

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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