AMENDMENT AND WAIVER
                                       TO
              SECURITIES PURCHASE AGREEMENT AND RELATED AGREEMENTS

     This AMENDMENT (this "AMENDMENT"), dated as of October __, 2004, is entered
into  by  and  between  SEQUIAM  CORPORATION,  a  California  corporation  (the
"COMPANY"),  and  LAURUS MASTER FUND, LTD., a Cayman Islands company ("LAURUS"),
for  the purpose of amending the terms of (i) the Securities Purchase Agreement,
dated  as  of April 27, 2004, by and between the Company and Laurus (as amended,
modified  or  supplemented  from  time  to  time,  the  "SECURITIES  PURCHASE
AGREEMENT"),  (ii)  the  Secured Convertible Term Note, dated April 27, 2004 (as
amended,  modified or supplemented from time to time, the "TERM NOTE") issued by
the  Company  pursuant  to  the  Securities Purchase Agreement, (iii) the Common
Stock  Purchase  Warrant,  dated  April  27,  2004  (as  amended,  modified  or
supplemented from time to time, the "WARRANT") issued by the Company pursuant to
the Securities Purchase Agreement, and (iv) the Registration Rights Agreement by
and  between  the  Company  and  Laurus, dated as of April 27, 2004 (as amended,
modified  or supplemented from time to time, the "REGISTRATION RIGHTS AGREEMENT"
and,  together  with  the  Securities  Purchase Agreement, the Term Note and the
Warrant, the "LOAN DOCUMENTS"). Capitalized terms used herein without definition
shall  have  the  meanings  ascribed  to  such  terms in the Securities Purchase
Agreement.

     WHEREAS,  the Company and Laurus have agreed to make certain changes to the
Loan  Documents  as  set  forth  herein;

     NOW,  THEREFORE,  in  consideration  of  the  above, and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  is  hereby
acknowledged,  the  parties  hereto  agree  as  follows:

     1.  Section  1.2  of  the Term Note is hereby amended by deleting the first
sentence  of  said  Section  and  inserting  the  following new sentence in lieu
thereof:

          "Amortizing  payments  of  the  aggregate principal amount outstanding
          under  this  Note  at any time (the "PRINCIPAL AMOUNT") shall begin on
          May  2,  2005  and  shall  recur  on  the  first  business day of each
          succeeding  month  thereafter  until  the  Maturity  Date  (each,  an
          "AMORTIZATION  DATE")."

     2.  Section  2.1  of  the  Term Note is hereby amended by deleting the last
sentence  of  said  Section  and  inserting  the  following new sentence in lieu
thereof:

          "For  purposes  hereof,  the  "FIXED  CONVERSION  PRICE"  means  $0.33
          (subject  to  adjustments  as  provided  herein)."

     3.  Section  6.12(f)(i)  of  the  Securities  Purchase  Agreement is hereby
amended  by  inserting the following new clause (w) immediately preceding clause
(x)  of  such  section:

          "(w)  unsecured subordinated indebtedness of the Company and/or any of
          its  Subsidiaries  in  an  aggregate  principal  amount  not to exceed
          $1,025,000 so long as such indebtedness incurred under this clause (w)
          is  subject  to  the  terms  of  a Subordination Agreement in form and
          substance  satisfactory  to  the  Purchaser,"

     4.  Clause  (d) of the second paragraph of the Warrant is hereby amended by
deleting  said clause in its entirety and inserting the following new clause (d)
in  lieu  thereof:


<PAGE>
          "(d)  The  "Exercise  Price" applicable under this Warrant shall be as
          follows:

               (i)  a  price  of  $0.41  for  the  first 222,222 shares acquired
                    hereunder;

               (ii) a  price  of  $0.50  for  the  next  222,222 shares acquired
                    hereunder;  and

              (iii) a  price  of  $0.58  for  any  additional  shares  acquired
                    hereunder."

     5.  The  definition  of  "Effectiveness Date" set forth in the Registration
Rights  Agreement  is hereby amended by deleting said definition in its entirety
and  inserting  the  following  new  definition  in  lieu  thereof:

          "Effectiveness  Date"  means  (i)  with  respect  to  the  initial
          Registration Statement required to be filed hereunder, a date no later
          than  December  19,  2004  and  (ii)  with  respect to each additional
          Registration Statement required to be filed hereunder, a date no later
          than  thirty  (30)  days  following  the  applicable  Filing  Date."

     6.  Section  2(b) of the Registration Rights Agreement is hereby amended by
deleting said section in its entirety.

     7.  Laurus  agrees to hereby forever release the Company from its technical
default  of  Section  6.12(f)  of  the Securities Purchase Agreement and forever
waive  its  right  to  receive  any  and  all  damages whatsoever regarding such
technical  default  solely  with  respect  to the creation of the following debt
obligations:  (a)  Promissory  Note,  dated as of September 7, 2004, made by the
Company  in  favor  of  Eagle  Funding,  LLC;  (b)  Promissory Note, dated as of
September 30, 2004, made by the Company in favor of Lee Harrison Corbin; and (c)
Promissory Note, dated as of September 30, 2004, made by the Company in favor of
Lee  Harrison  Corbin,  Attorney-in-Fact  For  the  Trust Under the Will of John
Svenningsen.

     8.  In  satisfaction  of  due  and  unpaid  fees in the aggregate amount of
$49,333.33,  incurred  by the Company under Section 2(b)(ii) of the Registration
Rights  Agreement,  the Company shall issue to Laurus a warrant to purchase Four
Hundred  and Seventy Thousand (470,000) shares of common stock of the Company at
a  purchase  price  of  $0.33  per  share.

     9.  This  Amendment  to each of the Loan Documents shall be effective as of
the  date hereof following: (i) the execution of same by each of the Company and
Laurus;  and  (ii)  the  execution  and  delivery of the Subordination Agreement
attached  hereto  as  Exhibit  I by the subordinated creditors party thereto and
Laurus  (as  amended,  modified  or  supplemented  from  time  to  time,  the
"Subordination  Agreement").

     10.  The  Company  and Laurus hereby agree that the Subordination Agreement
shall  be  included  as  a  "Related  Agreement"  under,  and as defined in, the
Securities  Purchase  Agreement  and for all purposes of the Securities Purchase
Agreement  and  the  other  Related  Agreements.

     11.  Except as specifically set forth in this Amendment, there are no other
amendments  or  waivers to the Loan Documents, and all of the other forms, terms
and  provisions  of  the  Loan  Documents  remain  in  full  force  and  effect.

     12.  The  Company  hereby  represents and warrants to Laurus that as of the
date  hereof  all  representations,  warranties and covenants made by Company in
connection  with  the  Loan  Documents are true, correct and complete and all of
Company's and its Subsidiaries' covenant requirements have been met.


                                        2
<PAGE>
     13.  This  Amendment  shall  be  binding  upon the parties hereto and their
respective  successors  and  permitted assigns and shall inure to the benefit of
and  be  enforceable  by  each  of  the  parties  hereto  and its successors and
permitted  assigns. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH  AND  GOVERNED  BY  THE LAW OF THE STATE OF NEW YORK. This Amendment may be
executed  in any number of counterparts, each of which shall be an original, but
all  of  which  shall  constitute  one  instrument.


                                        3
<PAGE>
     IN  WITNESS  WHEREOF,  each  of  the  Company  and  Laurus  has caused this
Amendment to the Loan Documents to be signed in its name effective as of this __
day  of  October,  2004.

                                   SEQUIAM  CORPORATION


                                   By:________________________________
                                      Name:
                                      Title:

                                   LAURUS  MASTER  FUND,  LTD.


                                   By:______________________________
                                      Name:
                                      Title:


                                        4
<PAGE>