Exhibit  4.6



                          LA JOLLA COVE INVESTORS, INC.
                          1795 UNION STREET, 3rd floor
                         SAN FRANCISCO, CALIFORNIA 94123
                           TELEPHONE:  (415) 409-8703
                          FACSIMILE:    (415) 409-8704
                            E-MAIL: LJCI@PACBELL.NET
LA JOLLA                      www.ljcinvestors.com                 SAN FRANCISCO
--------------------------------------------------------------------------------


                                  June 6, 2003




Mr.  Mark  Mroczkowski
Sequiam  Corporation
300  Sunport  Lane
Orlando,  Florida  32809

Dear  Mark:

This  letter  shall  serve  as  an  addendum  to  the  following  documents: 8 %
Convertible  Debenture,  Registration  Rights  Agreement,  Securities  Purchase
Agreement  and the Warrant to Purchase Common Stock, all dated March 5, 2003, as
amended  by  that certain Letter Agreement dated March 5, 2003, and that certain
Letter  Agreement dated April 16, 2003. Capitalized terms shall have the meaning
set  forth  in the respective documents. The following changes and additions are
hereby  made  and  agreed  upon:

     1.     The  last sentence of Section I.B of the Stock Purchase Agreement is
hereby  amended  to  read  as  follows:

     "Upon notification and verification that the Registration Statement for the
     Conversion  Shares  (as  defined  below)  and  the  shares  of Common Stock
     issuable  upon  exercise  of the Conversion Warrants (the "Warrant Shares")
     has  been  declared  effective  by  the Securities and Exchange Commission,
     Buyer shall immediately send via wire the remainder of the Purchase Price."

     2.     The  second  paragraph  of  the letter agreement between the parties
dated  March  5,  2003  is  hereby  amended  to  read  as  follows:

     "Beginning  the  first  full calendar month following the effective date of
     the  registration  statement,  LJCI  shall  each calendar month, convert at
     least  five  percent (5%) of the original Principal Amount of the Debenture
     and,  provided  that the Market Price is above $0.625, shall simultaneously
     with  the conversion of the Debenture at any time, exercise the Warrants at
     the  rate  of  at  least  10 times the dollar amount of the Debenture being
     converted  divided  by  1.5, provided that the Common Shares are available,
     registered  and  freely  tradable.  In  the  event  that  LJCI breaches the
     provision  to  convert at least five percent (5%) of the original Principal
     Amount  of  the Debenture and exercise the related Warrants, LJCI shall not
     be entitled to collect


<PAGE>
     interest  on the Debenture for that month. LJCI shall not have the right to
     convert  the Debenture or exercise the Warrants unless the Common Shares to
     be  issued upon conversion or exercise are available, registered and freely
     tradable.  Except  for  the previous sentence, the parties acknowledge that
     this  provision  does not in any way allow the Company to prevent LJCI from
     converting  the  Debenture  and  exercising  the  related  Warrants.'


Sincerely,

/s/  Travis  Huff

Travis  Huff,
Portfolio  Manager


Acknowledged  and  agreed  to

Sequiam  Corporation


By:   /S/  Mark  Mroczkowski
   ----------------------------------------
   Mark Mroczkowski, Vice President &
   Chief Financial Officer


<PAGE>