Exhibit 10.9

                               Quasar Group, Inc.
                               1746 Cole Boulevard
                             Building 21, Suite 225
                              Golden, CO 80401-3210

May 23, 2003

Mark L. Mroczkowski
Chief Financial Officer
Sequiam Corporation
300 Sunport Lane
Orlando, Florida  32809

Dear  Mark:

This  letter  agreement (the "Agreement") will confirm the understanding between
Quasar Group, Inc. ("QG") and Sequiam Corporation (the "Company") as follows:

     1.   RETENTION.  The  Company  hereby retains QG to act as its agent in the
          ---------
          private  placement of ten million common shares of Sequiam Corporation
          at  $0.50  per  share.  Such  placement  shall  be  referred to as the
          "Transaction."  The  shares  issued  in  the private placement will be
          restricted  pursuant  to  Rule  144 and be further restricted from any
          sale  for a period of two full years from the date of the transaction.
          The  Company  will  also be granted an option to repurchase the shares
          beginning  two  years  from  the  date  of the transaction as follows:

          Year 2 - 2,500,000 shares at $5.00 per share
          Year 3 - 2,500,000 shares at $10.00 per share
          Year 4 - 2,500,000 shares at $15.00 per share
          Year 5 - 2,500,000 shares at $20.00 per share

     2.   QG'S  ROLE.  As  part  of its engagement and subject to the conditions
          ----------
          contained  herein,  QG  hereby  agrees  to:

          (a)  assist  in  structuring  the  financing  and  the  terms  of  the
               Securities;
          (b)  if  requested, assist in preparing a private placement memorandum
               (the  "Memorandum")  describing  the  Company and the Securities;
          (c)  review  with  the  Company  a  list  of the Investors to whom the
               Memorandum  will  be  provided;
          (d)  assist  the  Company  in  the  preparation  of communications, as
               necessary,  to  be used in placing the Securities, whether in the
               form  of  letter,  circular,  notice  or  otherwise;  and
          (e)  assist  and advise the Company with respect to the negotiation of
               the  sale  of  the  Securities  to  the  Investors.


<PAGE>
          It  is  understood  that  QG's  assistance  in the Transaction will be
          subject  to  the  satisfactory  completion  of  such investigation and
          inquiry  into the affairs of the Company as QG deems appropriate under
          the circumstances (such investigation hereinafter to be referred to as
          "Due Diligence") and to the receipt of all internal approvals of QG in
          connection  with  the Transaction. QG shall have the right in its sole
          discretion  to  terminate  this  Agreement  if  the outcome of the Due
          Diligence  is  not  satisfactory  to QG or if approval of its internal
          committees  is  not  obtained  ("Early  Termination").

     3.   TERM.  This engagement will commence on the date of this agreement and
          ----
          terminate  on the earlier to occur of: (i) Early Termination; (ii) the
          Closing  of  the Transaction; or (iii) thirty-six months from the date
          of  this  agreement.

     4.   EXCLUSIVE  PERIOD.  For  a  period of forty-five days from the date of
          -----------------
          this  agreement,  the  Company  will  not contact or solicit potential
          Investors  to  purchase  the  Securities  without  QG's  prior written
          approval,  which  will  not  be  unreasonably  withheld.  The  Company
          represents,  warrants  and agrees the QG's engagement hereunder shall,
          for  the  referenced forty-five day period, be an exclusive engagement
          and  that  no  other  financial advisor, broker or agent is or will be
          authorized  by it during such period to perform services on its behalf
          of  any  type  that  QG  has  been  engaged  to  perform  hereunder.

     5.   PLACEMENT; BEST EFFORTS. It is understood that QG's involvement in the
          ------------------------
          Transaction  is  strictly  on  a  best  efforts  basis  and  that  the
          consummation  of  the  Transaction  will  be  subject  to, among other
          things,  market  conditions.  Nothing  contained  herein constitutes a
          commitment on the part of QG to purchase any Securities or on the part
          of  the Company to sell any Securities and the final decision to issue
          the  same  shall  be  subject  to  the  discretionary  approval of the
          Company.

     6.   PRIVATE PLACEMENT MEMORANDUM. If necessary, The Company will prepare a
          -----------------------------
          Memorandum with the assistance of its counsel and QG. The Company will
          advise,  represent and warrant to QG in writing that the Memorandum is
          accurate  in  all  material  respects  and  does not contain an untrue
          statement  of  material fact or omit to state a material fact required
          to  be  stated therein, or necessary to make the statements therein in
          light  of the circumstances under which they are made, not misleading.
          The  Company  authorizes  QG to transmit the Memorandum to prospective
          Investors  consistent  with the requirements under Section 4(2) of the
          Securities  Act  of  1933, as amended (the "Act") and applicable state
          securities  laws.

     7.   COOPERATION. The Company will furnish, or cause to be furnished, to QG
          -----------
          all  information  reasonably requested by QG for purposes of rendering
          services  hereunder (all such information being the "Information"). In
          addition, the Company agrees to make available to QG upon request from
          time  to time, the officers, directors, accountants, counsel and other
          advisors  to  the Company. The Company recognizes and confirms that QG
          (a)  will use and rely on the Information and on information available
          from  generally  recognized  public sources in performing the services


<PAGE>
          contemplated  by  this Agreement without having independently verified
          the  same;  (b)  does  not  assume  responsibility for the accuracy or
          completeness of the Information; and (c) will not make an appraisal of
          any  of  the  assets or liabilities of the Company. The Company agrees
          that all Information furnished to QG in connection with this Agreement
          shall  be  accurate in all material respects at the time provided, and
          that  if  such  Information,  in  whole or in part, becomes materially
          inaccurate,  misleading  or  incomplete  during  the  term  of  QG's
          engagement  hereunder,  the  Company  shall  promptly  so advise QG in
          writing  and  correct  any  such  inaccuracy  or  omission.

          The  Company  shall  also  furnish  or  cause to be furnished to QG at
          closing  of  the  sale  of  Securities  copies  of  such  agreements,
          certificates,  opinions  and other documents delivered at such closing
          as  QG  shall  reasonably  request.

          The  Company  has not taken, and will not take, any action directly or
          indirectly,  so  as  to  cause  the  transactions contemplated by this
          agreement  to  fail  to be entitled to exemption under Section 4(2) of
          the  Act.

     8.   EXPENSE  REIMBURSEMENT.  QG  shall  provide the Company with a monthly
          ----------------------
          invoice,  itemizing  all  third-party  expenditures  incurred by it in
          connection  with  performing  the services undertaken by it hereunder.
          Company  agrees  to  reimburse  QG  within 30 days of receipt all such
          invoiced expenditures. Third-party expenditures reimbursable hereunder
          shall  include,  but are not limited to, amounts paid to third parties
          for  such  costs  as  printing,  telephone,  telex,  courier  service,
          accommodations,  food  and  travel.  In  the event that QG proposes to
          undertake  any  single  project  or  travel, the expenses of which are
          reasonably  expected  to exceed $5,000, then QG will submit to Company
          in  writing a brief description of the projected amount and purpose of
          the  proposed expenditures. Company shall not be required to reimburse
          QG  for  any expenditure incurred in connection with such a project or
          travel unless the proposed project or trip has received prior approval
          of  Company.

     9.   COMPENSATION.  As  compensation  for the services to be rendered by QG
          ------------
          hereunder,  the  Company  agrees  to  pay  QG  the  following:

               (a)  INITIAL  SHARE  ISSUANCE. Within 30 days of the execution of
                    ------------------------
                    this  Agreement,  the  Company shall issue 750,000 shares of
                    its  common  stock  to  QG  as  compensation  for  services
                    performed  by  QG  under the terms of this Agreement for the
                    benefit  of the Company. Such services shall include but not
                    be  limited  to  advisory  services for acquisition of Smart
                    Biometrics,  advisory  services  for  acquisition of certain
                    targeted  companies,  advice  on  finance  and  business
                    development,  technology  assessment  and  assistance  with
                    current  and  future  private  placement  of Sequiam equity.
                    Shares issued hereunder shall be restricted pursuant to Rule
                    144  and be further restricted from any sale for a period of
                    two  full  years from date of issuance. Such shares shall be
                    fully  earned  upon  issuance.
               (b)  SUCCESS FEE.  At the Closing of the Transaction, the Company
                    ------------
                    agrees  to  pay QG at closing, from the proceeds of the sale
                    of  the  Securities,  a  cash


<PAGE>
                    transaction  fee  (the  "Success  Fee") equal to ten percent
                    (10.0%) of the aggregate gross proceeds raised from the sale
                    of  the  Securities.
               (c)  ADDITIONAL  SUCCESS  FEE. At the Closing of the Transaction,
                    ------------------------
                    the  Company  shall  also issue to QG at Closing warrants to
                    purchase  shares of common stock in the Company in an amount
                    equal to ten percent (10%) of the number of shares of common
                    stock  of  the  Company  that  have  been  issued  in  the
                    Transaction.  The  warrants shall be purchasable at any time
                    from  one  year  after Closing of the Transaction until four
                    years  thereafter. The exercise price for the warrants shall
                    be  $0.50/share.

     10.  GOVERNING  LAWS.  This  letter  agreement  will  be  governed  by  and
          ---------------
          construed  in  accordance  with  the  laws  of  the  State  of Florida
          applicable  to  agreements made and to be fully performed therein. The
          Company  irrevocably  submits  to the jurisdiction of any court of the
          State  of  Florida  located  in  the County of Orange or in the United
          States  District  Court  for  the  Middle  District of Florida for the
          purpose  of  any  suit, action or other proceeding arising out of this
          letter  agreement  or  our  engagement  hereunder.

          Each  of  the  Company and QG hereby waives any right it may have to a
          trial  by  jury  in  respect  of  any claim brought by or on behalf of
          either  party  based  upon,  arising out of or in connection with this
          letter  agreement,  our  engagement  hereunder  or  the  transactions
          contemplated  hereby.

     11.  CONFIDENTIALITY.  Except  as  required  by law, this Agreement and the
          ---------------
          services  and  advice to be provided by QG hereunder and the Indemnity
          Letter,  shall  not  be  disclosed to third parties without QG's prior
          written  permission.  Notwithstanding,  QG  shall  be  permitted  to
          advertise  the services it provided in connection with the Transaction
          subsequent to its consummation. Such expense shall not be reimbursable
          under  Paragraph  8  hereof.

     12.  CONFLICTS.  The  Company  acknowledges  that QG and its affiliates may
          ---------
          have  and  may  continue  to  have  investment  banking  and  other
          relationships with parties other than the Company pursuant to which QG
          may  acquire  information of interest to the Company. QG shall have no
          obligation  to disclose such information to the Company or to use such
          information  in  connection  with  any  contemplated  transaction.

     13.  BENEFICIARIES.  It  is  understood  that QG is being engaged hereunder
          -------------
          solely to provide the services described above to the Company and that
          QG  is  not  acting  as  an agent or a fiduciary of, and shall have no
          duties  or  liabilities  to,  the equity holders of the Company or any
          third  party in connection with its engagement hereunder, all of which
          are  expressly  waived. No one other than the Company is authorized to
          rely  upon  the  engagement of QG hereunder or any statements, advice,
          opinions  or  conduct  by  QG

     14.  NO  BROKERS.  The Company represents and warrants to QG that there are
          -----------
          no brokers, representatives or other persons which have an interest in
          compensation  due  to  QG


<PAGE>
          from  any  transaction contemplated herein or which would otherwise be
          due  any  fee,  commission  or  remuneration  upon consummation of any
          Transaction.

     15.  AUTHORIZATION.  The Company and QG represent and warrant that each has
          -------------
          all  requisite  power  and  authority  to enter into and carry out the
          terms and provisions of this Agreement and the execution, delivery and
          performance  of  this  Agreement  does not breach or conflict with any
          agreement,  document  or  instrument  to which it is a party or bound.

     16.  MISCELLANEOUS. This Agreement constitutes the entire understanding and
          -------------
          agreement  between  the  Company  and  QG  with respect to the subject
          matter  hereof  and  supersedes all prior understandings or agreements
          between  the  parties  with  respect thereto, whether oral or written,
          express  or  implied. Any amendments or modifications must be executed
          in  writing  by both parties. This Agreement, the Indemnity Letter and
          all rights, liabilities and obligations hereunder and thereunder shall
          be  binding  upon  and inure to the benefit of each party's successors
          but  may  not  be  assigned  without the prior written approval of the
          other  party.  This  Agreement  may  be  executed  in  any  number  of
          counterparts,  each  of  which  shall be deemed to be an original, but
          such counterparts shall, together, constitute only one instrument. The
          descriptive  headings  of  the Sections of this Agreement are inserted
          for  convenience  only, do not constitute a part of this Agreement and
          shall  not  affect  in  any  way the meaning or interpretation of this
          Agreement.

     17.  NON-CIRCUMVENTION.  The  Company  acknowledges  that  QG  intends  to
          -----------------
          introduce  it  to  various  individuals  and  entities that may be, or
          become,  interested  in  investing  in  Company,  its  affiliates  and
          business  ventures.  The  Company and QG acknowledge that the ultimate
          form  and  timing of investment or assistance provided by such persons
          may  be  different than that currently contemplated by this Agreement.
          Accordingly, Company and QG agree that any investment in, or providing
          of  other business assistance by individuals or entities introduced to
          the Company through the direct or indirect efforts of QG shall entitle
          QG  to  a  fee  or  other  compensation  commensurate with the benefit
          derived  by  the  Company  or  its  affiliates  and  with the level of
          compensation  contemplated  in  this Agreement. In the event that such
          assistance  is  provided to the Company in a form or at a time that is
          not  explicitly covered by the terms of this Agreement, Company and QG
          agree  to  negotiate  in good faith toward agreement upon the form and
          timing  of  such  compensation.  In  the event that Company and QG are
          unable  to  reach  agreement  upon  such  compensation,  then  the
          compensation  shall  be  set  and finally resolved by arbitration by a
          sole  arbitrator in accordance with the CPR Rules for Non-Administered
          Arbitration,  and  judgment  upon the award rendered by the arbitrator
          may  be  entered  by  any  court  having  jurisdiction  thereof.


<PAGE>
Please  confirm that the foregoing correctly sets forth our agreement by signing
the  enclosed  duplicate  of this letter in the space provided and returning it,
whereupon  this letter shall constitute a binding agreement as of the date first
above  written.

Very  truly  yours,
Quasar  Group,  Inc.


By:   /s/  David  R.  Allen
-----------------------------------
     David R. Allen, PhD.
     Chairman, President and CEO


AGREED TO AND ACCEPTED
AS OF THE ABOVE DATE:
Sequiam Corporation



By:
     -------------------------------
     Mark L. Mroczkowski
     Senior Vice President and CFO


<PAGE>