THIS  SECURITY  HAS  NOT  BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "SECURITIES  ACT"),  OR  THE SECURITIES LAWS OF ANY STATE, AND IS
BEING  OFFERED  AND  SOLD  PURSUANT  TO  AN  EXEMPTION  FROM  THE  REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS.  THIS SECURITY MAY NOT BE SOLD
OR  TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES  ACT  OR  PURSUANT  TO  AN  AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS  OF  THE  SECURITIES  ACT  OR  SUCH  OTHER  LAWS.

                                 PROMISSORY NOTE
                                 ---------------
                                    (Lender)

$200,000.00                                         ORLANDO, FLORIDA
-----------                                         ----------------
                                                    SEPTEMBER  7, 2004

FOR  VALUE  RECEIVED,  SEQUIAM  CORPORATION, a California corporation ("Maker"),
hereby  promises  to  pay to the order of Eagle Funding, LLC ("Holder"), at such
location as Holder shall designate by written notice to Maker, the principal sum
of  Two  Hundred  Thousand  Dollars ($200,000), with interest from the date such
principal  amount  was  received  by  Maker  until  the  date  paid.

     1.     Interest.  The  principal  balance  of  this Note outstanding  shall
            --------
bear interest from the date such principal amount was received by Maker at eight
percent  (8%),  to  be paid every 30 days, until the Note is paid in full.  Such
interest  shall  be  calculated  on the basis of a three hundred sixty (360) day
year.

     2.     Payment.  The  outstanding  principal balance, together with any and
            -------
all accrued unpaid interest and any other amounts due and owing under this Note,
shall  be  due and payable on the date (the "Maturity Date") that is the earlier
of  (a)  six  months  from  the  date  of  this note, or (b) the date that Maker
receives  $1  million under its loan agreement and secured convertible term note
with  Laurus  Master Fund, Ltd.  All payments hereunder shall be due and payable
in lawful money of the United States of America and without setoff, deduction or
counterclaim  of  any  kind  whatsoever.  Unless otherwise specifically provided
herein,  all  payments  hereon  shall  be  applied first to interest and then to
principal.

     3.     Warrants.  Upon  receipt of the principal amount of this Note, Maker
            --------
shall  issue  to  Holder  a  warrant  (the  "Warrant")  to purchase four hundred
thousand  (400,000) shares of common stock of Maker at a purchase price of $0.66
per  share,  at  any  time during the "Exercise Period" (defined below.  As used
herein,  the  "Exercise  Period" shall mean the period beginning on September 7,
2004  and  expiring  on  September  7,  2009.

     4.     Prepayment.  Maker  may at any time prepay this Note, in whole or in
            ----------
part,  without  fee, charge, premium or penalty.  Holder shall apply payments to
the  outstanding  principal,  interest  and  other  amounts due hereunder in any
manner  determined,  in  Holder's  sole  and  absolute  discretion.

     5.     Disbursements.  The  loan  proceeds  will  be  disbursed $200,000 on
            --------------
September  7,  2004  (the  "Execution  Date").


<PAGE>
     6.     Piggy-back  Registration Rights.  In the event that, from the period
            -------------------------------
beginning  on  the  Execution Date and continuing for the full term of the Note,
Maker  shall  file a registration statement with the SEC registering the sale or
resale  of  any of Maker's debt or equity securities in a public offering, Maker
shall  also include in such registration statement the shares of common stock to
be  issued  upon  exercise  of  the  warrants  as  described in Section 3 above.

It shall be a condition precedent to the obligations of Maker to take any action
pursuant  to  this  Section  6  that  the  Holder  shall  furnish  to Maker such
information regarding itself, the securities held by it, and the intended method
of  disposition  of  such  securities  as  shall  be  required  to  effect  the
registration  of  Holder's  common  stock.

Maker  shall  bear  and  pay  all  expenses  incurred  in  connection  with  any
registration,  filing  or  qualification of the common stock with respect to the
registrations  pursuant  to  the  Section  6  for the Holder, including (without
limitation)  all  registration,  filing  and  qualification  fees, printers' and
accounting  fees  relating  or apportionable thereto, but excluding underwriting
discounts  and  commissions  relating  to  the  sale  of  the  common  stock.

     7.     Representations  Regarding  Private  Placement.  Holder  hereby
            ----------------------------------------------
represents  and  warrants  to  Maker,  with  the intent that the Maker will rely
thereon  in  making  and  delivering  the Note, the Warrant, and the Registrable
Securities, that as of the date of this Note and as of each date the Warrant, or
any  portion  thereof,  is  exercised:

     (a)     Accredited Investor.  The Holder, and each of the beneficiaries for
             -------------------
whom  the Holder is purchasing the Note and the Warrant and the shares of Common
Stock  to  be  issued  upon  the  conversion  of  the Warrant (collectively, the
"Securities"), is an "accredited investor" as that term is defined in Regulation
D  promulgated  under  the  Securities  Act  by  virtue  of  being  (initial all
applicable  responses):

________  A  small  business  investment  company  licensed  by  the  U.S. Small
          Business  Administration  under  the Small Business Investment Company
          Act  of  1958,

________  A  business  development  company as defined in the Investment Company
          Act  of  1940,

________  A  national  or  state-chartered commercial bank, whether acting in an
          individual  or  fiduciary  capacity,

________  An  insurance  company  as defined in Section 2(13) of the Securities
          Act,

________  An  investment  company registered under the Investment Company Act of
          1940,

________  An employee benefit plan within the meaning of Title I of the Employee
          Retirement  Income Security Act of 1974, where the investment decision
          is  made by a plan fiduciary, as defined in Section 3(21) of such Act,
          which  is  either  a bank, insurance company, or registered investment
          advisor,  or an employee benefit plan which has total assets in excess
          of  $5,000,000,

________  A  private  business  development company as defined in Section 202(a)
          (22)  of  the  Investment  Advisors  Act  of  1940,

________  An organization described in Section 501(c)(3) of the Internal Revenue
          Code,  a  corporation  or a partnership with total assets in excess of
          $5,000,000,

________  A  natural  person (as opposed to a corporation, partnership, trust or
          other  legal entity) whose net worth, or joint net worth together with
          his/her  spouse,  exceeds  $1,000,000,


                                        2
<PAGE>
________  Any  trust,  with total assets in excess of $5,000,000, not formed for
          the  specific  purpose  of  acquiring  the  securities  offered, whose
          purchase is directed by a sophisticated person as described in Section
          506(b)(2)(ii)  of  Regulation  D,

________  A  natural  person (as opposed to a corporation, partnership, trust or
          other  legal entity) whose individual income was in excess of $200,000
          in  each of the two most recent years (or whose joint income with such
          person's  spouse  was  at  least  $300,000  during such years) and who
          reasonably  expects  an income in excess of such amount in the current
          year, or

________  A corporation, partnership, trust or other legal entity (as opposed to
          a natural person) and all of such entity's equity owners fall into one
                            -------
          or  more  of  the  categories  enumerated  above;

     (b)     Experience.  The  Holder  is  sufficiently experienced in financial
             ----------
and  business  matters  to  be capable of evaluating the merits and risks of its
investments,  and  to make an informed decision relating thereto, and to protect
its  own interests and that of its beneficiaries in connection with the purchase
of  the  Securities;

     (c)     Own  Account.  The Holder is purchasing the Securities as principal
             ------------
for its own account and that of its beneficiaries.  The Holder is purchasing the
Securities  for  investment purposes only and not with an intent or view towards
furthering  sale  or  distribution (as such term is used in Section 2(11) of the
Securities  Act)  thereof,  and  has  not  pre-arranged  any sale with any other
purchaser;

     (d)     Exemption.  The  Holder  understands that the offer and sale of the
             ---------
Securities  is  not  being  registered  under  the  Securities  Act based on the
exemption  from registration provided by Rule 506 promulgated under Section 4(2)
of  the  Securities  Act  and  that  the  Company  is relying on such exemption.

     (e)     Importance  of  Representations.  The  Holder  understands that the
             -------------------------------
Securities are being offered and sold to it in reliance on an exemption from the
registration requirements of the Securities Act, and that the Company is relying
upon  the  truth  and  accuracy  of the representations, warranties, agreements,
acknowledgments  and  understandings  of the Holder set forth herein in order to
determine  the  applicability  of  such  safe  harbor and the suitability of the
Holder  to  acquire  the  Securities;

     (f)     No Registration.  The Securities have not been registered under the
             ---------------
Securities  Act  and  may  not  be  transferred, sold, assigned, hypothecated or
otherwise  disposed  of unless such transaction is the subject of a registration
statement  filed  with  and  declared  effective  by the Securities and Exchange
Commission (the "SEC") or unless an exemption from the registration requirements
under the Securities Act, such as Rule 144, is available.  The Holder represents
and warrants and hereby agrees that all offers and sales of the Securities shall
be  made  only  pursuant  to  such  registration  or  to  such  exemption  from
registration;

     (g)     Risk.  The  Holder acknowledges that the purchase of the Securities
             ----
involves  a  high degree of risk, is aware of the risks and further acknowledges
that  it  can bear the economic risk of the Securities, including the total loss
of  its  investment;

     (h)     Current  Information.  The  Holder  has  been furnished with or has
             --------------------
acquired copies of all requested information concerning the Company, including a
copy  of  the  most  recent  audited  financial  statements  of  the  Company;

     (i)     Independent  Investigation.  The  Holder, in making the decision to
             --------------------------
purchase  the  Securities, has relied upon independent investigations made by it
and  its  purchaser  representatives,  if  any,  and  the  Holder  and  such
representatives,  if  any,  have  prior  to  any  sale  to  it,


                                        3
<PAGE>
been  given  access  and  the  opportunity to examine all material contracts and
documents  relating to this offering and an opportunity to ask questions of, and
to  receive  answers  from,  the  Company  or  any  person  acting on its behalf
concerning  the  terms  and  conditions  of  this  offering.  The Holder and its
advisors,  if  any, have been furnished with access to all materials relating to
the  business,  finances  and operation of the Company and materials relating to
the  offer and sale of the Securities which have been requested.  The Holder and
its  advisors,  if  any,  have received complete and satisfactory answers to any
such  inquiries;

     (j)     No  Recommendation  or Endorsement.  The Holder understands that no
             ----------------------------------
federal,  state or provincial agency has passed on or made any recommendation or
endorsement  of  the  Securities;

     (k)     The  Holder.  If the Holder is a partnership, corporation or trust,
             -----------
the person executing this Note on its behalf represents and warrants that

          (i)     he  or  she has made due inquiry to determine the truthfulness
of the representations and warranties made pursuant to this Note, and

          (ii)     he  or  she  is  duly authorized (and if the undersigned is a
trust,  by  the  trust  agreement) to make this investment and to enter into and
execute  this  Note  on  behalf  of  such  entity;  and

     (l)     Non-Affiliate  Status.  The  Holder  is  not  an  affiliate  of the
             ---------------------
Company  nor  is  any  affiliate  of  the Holder, including any beneficiaries of
Holder,  an  affiliate  of  the  Company.

     8.     No Waiver.  No delay or omission on the part of Holder in exercising
            ---------
any  right  or remedy under this Note shall operate as a waiver of that right or
remedy  on  any  future  occasion  or  of  any  other  rights  under  this Note.

     9.     Attorneys  Fees.  If Holder institutes any collection effort, of any
            ---------------
nature whatsoever, for any amount due and payable hereunder following and during
the  occurrence  of  a default, then Maker shall pay to Holder forthwith any and
all  reasonable  costs  and  expenses of collection actually incurred by Holder,
including  without limitation, reasonable attorneys fees, whether or not suit or
other  action  or  proceeding  is  instituted.

     10.     Usury.  Notwithstanding any provision of this Note to the contrary,
             -----
the  total liability for payments in the nature of interest shall not exceed the
limits  imposed  by  the  applicable usury laws of the State of California.  If,
from any circumstances whatsoever, fulfillment of any provision hereof or of any
other  agreement,  evidencing  or  securing the debt, at the time performance of
such provisions shall be due, shall involve the payment of interest in excess of
that authorized by law, and if from any circumstances, Holder shall ever receive
as  interest  an amount which would exceed the highest lawful rate applicable to
the Maker, such amount which would be excessive interest shall be applied to the
reduction  of  the principal balance of the debt evidenced hereby and not to the
payment  of  interest.

     11.     Severability.  The provisions of this Note are intended by Maker to
             ------------
be severable and divisible and the invalidity or unenforceability of a provision
or  term  herein  shall  not invalidate or render unenforceable the remainder of
this  Note  or  any  part  thereof.

     12.     Amendments.  The  obligations  of  Maker and rights of Holder under
             ----------
this  Note  may be waived, altered, amended, modified, or cancelled, in whole or
in  part,  only  by  the  express  written  consent  of  Holder.


                                        4
<PAGE>
     13.     Transferability.  This  Note  is  not  transferable  prior  to  the
             ---------------
Maturity Date and thereafter without Maker's prior written consent.

     14.     Governing  Law.  This  Note  shall be governed by and construed and
             --------------
interpreted  in  accordance  with  the  internal laws of the State of Tennessee,
without  giving effect to any principle or doctrine regarding conflicts of laws.

IN  WITNESS  WHEREOF,  each  of Maker and Holder has executed and delivered this
Note  as  of  the  date  first  written  above.

SEQUIAM  CORPORATION,
a  California  corporation


By: _______________________________________________
     Mark Mroczkowski, Senior Vice President

MAKER'S  ADDRESS  FOR  NOTICE:
Sequiam  Corporation
300  Sunport  Lane
Orlando,  Florida  32809
Tel:  407-541-0773
Attn:  Chief  Financial  Officer



___________________________________________________
Eagle  Funding,  LLC

HOLDER'S  ADDRESS  FOR  NOTICE:
6148 Lee Hwy
Suite 210
Chattanooga, TN 37421
Tel:  423-510-9232

With  a  copy  to:

Broad  Street  Ventures,  LLC
735  Broad  Street
Suite  218
Chattanooga,  TN  37402



                                        5
<PAGE>