Ms. Marianne Morrison, page 1
[GRAPHIC OMITED]
SEQUIAM
CORPORATION



July  8,  2004

Ms.  Marianne  Morrison
101  Kings  Highway
Hampton,  New  Hampshire  03842
(603)  929-5677

Dear  Ms.  Morrison:

Sequiam  Software, Inc. ("Company") is pleased to offer you the position of Vice
President  of  Sales  ("VP  of  Sales") with an effective start date of July 26,
2004.

As VP of Sales you will serve the Company faithfully, diligently and to the best
of  your ability, under the direction of the President of the Company.  You will
render  such  services  during the term of employment at the Company's principal
place  of  business, or at such alternate locations as may be agreed upon by you
and  the President. You will devote all of your business time to the performance
of  your  duties.

You will have such duties and powers as generally pertain to the office of VP of
Sales, subject to the control of the President.  The precise services and duties
that  you  are  obligated  to perform may from time to time be changed, amended,
extended  or  curtailed  by  the  President  of  the  Company.

The  Term  of  your  employment  shall  commence  on  July 26, 2004 and continue
thereafter  for  a  term of two (2) years, as may be extended for successive one
(1)  year periods, or earlier terminated subject to the terms and conditions set
forth  below.  The  employment term shall automatically renew for successive one
(1)  year  periods  unless, within sixty (60) days of the expiration of the then
existing  term,  the  Company  or  Employee provides written notice to the other
party  that  it  elects  not  to  renew  the  term.

The  Company  will pay you a minimum annual salary of One Hundred Forty Thousand
Dollars  ($140,000.00)  until December 31, 2004.  Beginning January 1, 2005, the
Company  will  pay you a minimum annual salary of One Hundred Fifty-Two Thousand
Dollars  ($152,000.00), payable in equal installments at the end of such regular
payroll  accounting  periods  as  are  established  by  the  Company.

The Company will also pay you a $1,000.00 bonus for each new account closed with
the  assistance  or  involvement  of  management  and a commission of 1% of team
gross  sales/override  on  direct  and  indirect  sales,  paid  monthly.

                    300 Sunport Lane - Orlando, Florida 32809
                     Phone: 407.541.0773 - Fax: 407.240.1431
                       www.sequiam.com - sales@sequiam.com
                       ---------------


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Ms. Marianne Morrison, page 2

Upon  commencement  of employment, Company will grant to you options to purchase
300,000  Sequiam  Corporation  common  shares.  The  options  will vest over the
two-year  term  of  your  employment.

In  addition,  the Company may increase  the salary from time to time, and award
bonuses  in  cash,  stock  or  stock  options  or  other  property and services.

During  the  term  of  employment,  you  shall be entitled to participate in all
medical  and  other  employee benefit plans, including 3 weeks vacation, company
holidays,  sick  leave, retirement accounts, profit sharing, stock option plans,
stock  appreciation rights, and other employee benefits, provided by the Company
to  employees  similarly  situated.

The  Company  shall reimburse you for reasonable and necessary expenses incurred
by  you on behalf of the Company in the performance of your duties provided that
such expenses are adequately documented in accordance with the Company's written
policies.

You  will  devote  as  much  of  your business and professional time and effort,
attention,  knowledge, and skill to the management, supervision and direction of
the  Company's business and affairs as is necessary to ensure the success of the
Company  as  determined solely by the President. You may not, during the term of
employment  be  interested  directly  or  indirectly, in any manner, as partner,
officer,  director,  stockholder,  advisor, employee or in any other capacity in
any  other  business;  except  that nothing shall prevent or limit your right to
invest  any  of  your  surplus  funds  in  the

capital  stock  or  other  securities  of any company or limited partnership, or
whose  stock  or  securities  are  publicly owned or are regularly traded on any
public  exchange;  nor shall anything herein prevent you from investing or limit
your  right  to  invest  your  surplus  funds in real estate; nor shall anything
herein prevent you from serving in a volunteer capacity as officer, director, or
advisor  for  professional or charitable organizations with which you are or may
become  affiliated.

Your  employment  during  the initial two years and subsequent one-year renewals
can be terminated for cause. The Company shall have no obligations beyond thirty
days  notice in the case of termination by cause. Incentive Stock Options vested
at  date  of termination may be exercised in accordance with the Sequiam Company
2003  Employee  Stock Incentive Plan. Termination for cause shall be defined as,
and limited to gross dereliction of executive duties, including violation of any
written company policies, violation of any federal or state laws that materially
impact the company's financial performance, its reputation or relationships with
customers.

The  President  may,  at  his  sole discretion, terminate for reasons other than
cause  at any time with thirty days notice. Such reasons may include a desire to
restructure  the  management  team  or  change  the  executive's role within the
Company.  Under  such conditions, the company's sole obligation is to fully vest
all  granted  Incentive  Stock  Options, which may then be exercised and sold in
accordance with any governing law. The company will also provide nine (9) months
of a minimum of $152,000 (or the current salary level whichever is greater) base
salary  as a severance payable in cash over the nine (9)-month severance period.

                    300 Sunport Lane - Orlando, Florida 32809
                     Phone: 407.541.0773 - Fax: 407.240.1431
                       www.sequiam.com - sales@sequiam.com
                       ---------------


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Ms. Marianne Morrison, page 3

Should  the  Company  change  ownership  then all granted but unvested Incentive
Stock  Options  shall  immediately  vest  and  may then be exercised and sold in
accordance  with  any governing law. A payment shall be made to you equal to two
years  salary  if  such a change of control occurs during the first two years of
employment,  thereafter  a  one  year  payment  of  salary  shall  be  made.

You  shall  not,  in any manner, for any reasons, either directly or indirectly,
divulge  or  communicate  to  any  person,  firm  or  company,  any confidential
information  concerning  any  matters  not  generally  known  in  the  document
management  software  industry  or  otherwise  made  public by the Company which
affects  or  relates  to  the  Company's  business,  finances,  marketing  and
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.

You  further  agree  that  all  documents  and materials furnished to you by the
Company  and  relating to the Company's business or prospective business are and
shall  remain  the  exclusive  property  of the Company as the case may be.  You
shall deliver all such documents and materials to the Company upon demand and in
any  event  upon  expiration  or  earlier  termination  of your employment.  Any
payment  of  sums  due  and  owing to you by the Company upon such expiration or
earlier  termination  shall be conditioned upon returning all such documents and
materials, and you expressly authorizes the Company to withhold any payments due
and  owing  pending  return  of  such  documents  and  materials.

All  ideas,  inventions,  and  other  developments  or improvements conceived or
reduced  to  practice  by  you,  alone  or  with others, during the term of your
employment,  whether  or  not during working hours, that are within the scope of
the  business  of  the  Company  or  that  relate  to  or result from any of the
Company's  work  or projects or the services provided by Employee to the Company
pursuant  to  this  Agreement,  shall  be the exclusive property of the Company.
Employee agrees to assist the Company during the term, at the 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  the  Company.

Welcome to Sequiam Software, Inc.  We look forward to many successful years
together.

Sincerely,



David Dobkin
President

Accepted and agreed to:
July 8, 2004


_________________________________________
Marianne Morrison

                    300 Sunport Lane - Orlando, Florida 32809
                     Phone: 407.541.0773 - Fax: 407.240.1431
                       www.sequiam.com - sales@sequiam.com
                       ---------------



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