[GRAPHIC OMITED]
SEQUIAM
CORPORATION


May  31,  2004

Mr.  David  Dobkin
68  South  State  Street
Suite  #300
Salt  Lake  City,  UT  84111

Dear  Mr.  Dobkin:

This Agreement modifies the existing employment agreement dated April 1,2004.

Sequiam  Software,  Inc. ('the Company") is pleased to offer you the position of
President,  of  Sequiam  Software, with an effective start date of April 1, 2004

As  President  you will serve the Company faithfully, diligently and to the best
of  your  ability,  under  the  direction  of  the President and Chief Executive
Officer  ("CEO")  of  Sequiam Corporation.  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 with the CEO, and 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
President,  subject  to the control of the CEO.  The precise services and duties
that  you  are  obligated  to perform may from time to time be changed, amended,
extended  or  curtailed  by  the  CEO  of  the  Company.

The  Term  of  your  employment shall commence on the April 1, 2004 and continue
thereafter  for a term of three (3) 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 and Fifty
Thousand  Dollars  ($150,000)  until  such time as it as it acquires at least $3
million  in new equity capital.  Subsequently the Company will pay you a minimum
annual  salary  of  One  Hundred  and  Seventy Five Thousand Dollars ($175,000),
payable  in  equal  installments  at  the end of such regular payroll accounting
periods  as  are  established  by  the  Company.

Upon  commencement  of  employment  Company  will  issue  to  you 50,000 Sequiam
Corporation  common shares, subject to Rule 144 restrictions, to be delivered by
June  30th.

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


<PAGE>
Mr. David Dobkin, page 2
May 31, 2004

In  addition, the Company will, upon receiving a commitment for and closing on a
minimum  of $3 million in new equity or debt funding, pay you a sign-on bonus of
$50,000  after  tax  to be paid within 30 days of closing of such capital unless
mutually agreed to defer payment that in no case shall be later than Jan1, 2005.

In  addition, the Company will pay an annual cash bonus that is to be calculated
as  of  the close of financial books each year. The bonus is expected to be paid
within thirty days, but in any event no later than sixty days after the close of
the  books.  The  cash  bonus  will  be  based  upon  three critical elements of
executive  performance:  1)  Business  Development  essential  for growing a new
business  pipeline  and  for  sustaining  future  earnings,  2) Realized Revenue
essential  for  meeting  revenue  expectations,  and 3) Net Income essential for
ensuring  profitability.

Element 1: The cash bonus compensation payout for this element will be capped at
10%  of  base compensation and will be earned when Sequiam Software sales budget
is  met  or  exceeded.  Element  2:  The cash bonus compensation payout for this
element  will  be  based  on  a  direct  calculation of 3/4 of 1% of gross sales
recognized  in the calendar year. Element 3:  The cash bonus compensation payout
for  this  element will be capped at 10% of base compensation and will be earned
when  Sequiam  Software  net  income  budgets  are met or exceeded. Bonus target
adjustments  may  be  made  after  initial budget approval to reflect subsequent
changes  corporate  priorities  or resource allocations by year and at the CEO's
discretion.

Incentive  Stock  Options  will  be  granted  for 2 million common shares of the
Sequiam  Corporation  at  the  market  price  as  of the date of employment. The
options  will  vest in three equal amounts over a three (3) year period. Vesting
may  be accelerated based upon reaching agreed upon stock price goals during the
three-year term of employment, as follows: 1/3 of the options will vest upon the
stock  reaching $1.14 per share, 2/3 when stock reaches $2.29 per share and 100%
vesting  when the stock reaches $3.43 per share in keeping with a five-year goal
of  reaching  $25  per share. The stock must average the indicated prices for 20
days  before  the  goal  is  considered  met.

In  addition,  the  Company  may  adjust 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  vacation, sick leave,
retirement  accounts,  profit  sharing,  stock  option plans, stock appreciation
rights,  and  other  employee  benefits,  provided  by  the Company to employees
similarly  situated  including  a  $600  per  month  car  allowance.

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  CEO.  You  may not, during the term of
employment  be  interested  directly  or  indirectly, in any manner, as partner,

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


<PAGE>
Mr. David Dobkin, page 3
May 31, 2004

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 three 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  CEO  of  Sequiam  Corporation  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 executives'
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 six
months  of  base  salary  as  a  severance  payable  in  cash over the six-month
severance  period.

Should  Sequiam  Corporation  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  three  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

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


<PAGE>
Mr. David Dobkin, page 4
May 31, 2004

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 Corporation, we look forward to many successful years
together.

Sincerely,




Nicholas H. VandenBrekel
President and CEO




Accepted and agreed to:
May 31, 2004




_________________________________________
David Dobkin

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



<PAGE>