Exhibit
      10.2

     

    RESTRICTED
      STOCK AGREEMENT

     

    AGREEMENT
      made as of the May 17, 2006, between SEQUIAM CORPORATION, a California
      corporation (the “Company”), and Mark L. Mroczkowski (“Employee”).

     

    1.
      Award.

     

    (a)
      Shares. In consideration of accrued and unpaid salary of $740,102.00 owed to
      employee under the terms of the Amended And Restated Employment Agreement (the
      “Agreement”), together with interest thereon in the amount of $108,002.00, the
      Company shall issue 3,392,416 shares, based on the conversion price of $0.25
      per
      share (the “Restricted Shares”) of the Company's common stock, par value $0.001
      per share (“Stock”), as hereinafter provided in Employee's name subject to
      certain restrictions thereon.

     

    (b)
      Issuance of Restricted Shares. The Restricted Shares shall be issued upon
      acceptance hereof by Employee and upon satisfaction of the conditions of this
      Agreement.

     

    (c)
      Agreement Incorporated. Employee acknowledges receipt of a copy of the
      Agreement, and agrees that this award of Restricted Shares shall be subject
      to
      all of the terms and conditions set forth in the Agreement, including future
      amendments thereto, if any, pursuant to the terms thereof, which Agreement
      is
      incorporated herein by reference as a part of this Agreement.

     

    2.
      Restricted Shares. 

     

    Employee
      hereby accepts the Restricted Shares when issued and agrees with respect thereto
      as follows:

     

    (a)
      Forfeiture Restrictions. The Restricted Shares may not be sold, assigned,
      pledged, exchanged, hypothecated or otherwise transferred, encumbered or
      disposed of to the extent then subject to the Forfeiture Restrictions (as
      hereinafter defined), and in the event of termination of Employee's employment
      with the Company for a reason other than those set forth in the first sentence
      of subparagraph (c) of this Paragraph 2, Employee shall, for no consideration,
      forfeit to the Company all Restricted Shares to the extent then subject to
      the
      Forfeiture Restrictions. The prohibition against transfer and the obligation
      to
      forfeit and surrender Restricted Shares to the Company upon termination of
      employment are herein referred to as “Forfeiture Restrictions.” The Forfeiture
      Restrictions shall be binding upon and enforceable against any transferee of
      Restricted Shares.

     

    (b)
      Lapse
      of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the
      Restricted Shares eighteen months from the date of this agreement provided
      that
      Employee has been continuously employed by the Company from the date of this
      Agreement through the lapse date.

     

    (c)
      Notwithstanding the provisions of subparagraph (b) of Paragraph 2, the
      Forfeiture Restrictions shall lapse as to all of the Restricted Shares on the
      earlier of (i) the occurrence of a Corporate Change (as such term is defined
      in
      the Agreement), or (ii) the date Employee's employment with the Company is
      terminated by reason of death, disability (disability being defined as being
      physically or mentally incapable of performing Employee's usual duties as an
      employee, with such condition likely to remain continuously and permanently,
      as
      determined by the Committee which administers the Agreement (the “Committee”)),
      or (iii) involuntary termination by the Company other than for Cause or (iv)
      Employee's termination of his employment with the Company (y) because of a
      material breach by the Company of any material provision of any employment
      agreement between the Company and Employee which remains uncorrected for thirty
      (30) days following written notice of such breach by Employee to the Company
      or
      (z) within six (6) months of a material reduction in Employee's rank or
      responsibilities with the Company. For purposes of this Agreement, the term
      “Cause” shall mean any of (i) Employee's gross negligence or willful misconduct
      in the performance of the duties and services required of Employee pursuant
      to
      this Agreement, (ii) Employee's final conviction of a felony; or (iii)
      Employee's material breach of any material provision of this Agreement which
      remains uncorrected for thirty (30) days following written notice to Employee
      by
      the Company of such breach.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (d)
      Certificates. A certificate evidencing the Restricted Shares shall be issued
      by
      the Company in Employee's name, or at the option of the Company, in the name
      of
      a nominee of the Company, pursuant to which Employee shall have voting rights
      and shall be entitled to receive all dividends unless and until the Restricted
      Shares are forfeited pursuant to the provisions of this Agreement. The
      certificate shall bear a legend evidencing the nature of the Restricted Shares,
      and the Company may cause the certificate to be delivered upon issuance to
      the
      Secretary of the Company or to such other depository as may be designated by
      the
      Company as a depository for safekeeping until the forfeiture occurs or the
      Forfeiture Restrictions lapse pursuant to the terms of the Agreement and this
      award. Upon request of the Committee or its delegate, Employee shall deliver
      to
      the Company a stock power, endorsed in blank, relating to the Restricted Shares
      then subject to the Forfeiture Restrictions. Upon the lapse of the Forfeiture
      Restrictions without forfeiture, the Company shall cause a new certificate
      or
      certificates to be issued without legend in the name of Employee for the shares
      upon which Forfeiture Restrictions lapsed. Notwithstanding any other provisions
      of this Agreement, the issuance or delivery of any shares of Stock (whether
      subject to restrictions or unrestricted) may be postponed for such period as
      may
      be required to comply with applicable requirements of any national securities
      exchange or any requirements under any law or regulation applicable to the
      issuance or delivery of such shares. The Company shall not be obligated to
      issue
      or deliver any shares of Stock if the issuance or delivery thereof shall
      constitute a violation of any provision of any law or of any regulation of
      any
      governmental authority or any national securities exchange.

     

    3.
      Withholding of Tax. 

     

    To
      the
      extent that the receipt of the Restricted Shares or the lapse of any Forfeiture
      Restrictions results in income to Employee for federal or state income tax
      purposes, Employee shall deliver to the Company at the time of such receipt
      or
      lapse, as the case may be, such amount of money or shares of unrestricted Stock
      as the Company may require to meet its withholding obligation under applicable
      tax laws or regulations, and, if Employee fails to do so, the Company is
      authorized to withhold from any cash or Stock remuneration then or thereafter
      payable to Employee any tax required to be withheld by reason of such resulting
      compensation income.

     

    4.
      Status
      of Stock.

     

    Employee
      agrees that the Restricted Shares will not be sold or otherwise disposed of
      in
      any manner that would constitute a violation of any applicable federal or state
      securities laws. Employee also agrees (i) that the certificates representing
      the
      Restricted Shares may bear such legend or legends as the Company deems
      appropriate in order to assure compliance with applicable securities laws,
      (ii)
      that the Company may refuse to register the transfer of the Restricted Shares
      on
      the stock transfer records of the Company if such proposed transfer would be
      in
      the opinion of counsel satisfactory to the Company constitute a violation of
      any
      applicable securities law and (iii) that the Company may give related
      instructions to its transfer agent, if any, to stop registration of the transfer
      of the Restricted Shares. If Employee desires to sell any shares of Common
      Stock
      acquired pursuant to the provisions of this Agreement upon which restrictions
      have theretofore lapsed and if such shares may not be sold on the open market
      without registration pursuant to applicable securities laws, then the Company
      shall, within five (5) days after notice from the Employee indicating his
      intention to sell such shares and the number of shares to be sold, purchase
      for
      cash such shares at a price per share based on the closing sales price for
      shares of Common Stock traded on the NASDAQ OTC:BB on the date of receipt by
      the
      Company of said notice.

     

    5.
      Employment Relationship. 

     

    For
      purposes of this Agreement, Employee shall be considered to be in the employment
      of the Company as long as Employee remains an employee of either the Company,
      any successor corporation or a parent or subsidiary corporation (as defined
      in
      section 424 of the Code) of the Company or any successor corporation. The
      Committee whether and when there has been a termination of such employment,
      and
      the cause of such termination, shall determine any question as to, and its
      determination shall be final.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    6.
      Committee's Powers. 

     

    No
      provision contained in this Agreement shall in any way terminate, modify or
      alter, or be construed or interpreted as terminating, modifying or altering
      any
      of the powers, rights or authority vested in the Committee or, to the extent
      delegated, in its delegate pursuant to the terms of the Agreement or resolutions
      adopted in furtherance of the Agreement, including, without limitation, the
      right to make certain determinations and elections with respect to the
      Restricted Shares.

     

    7.
      Binding Effect. 

     

    This
      Agreement shall be binding upon and inure to the benefit of any successors
      to
      the Company and all persons lawfully claiming under Employee.

     

    8.
      Governing Law. 

     

    This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of Florida, excluding any conflict-of law rule or principle that
      might
      refer to the laws of another State or country.

     

     

    IN
      WITNESS WHEREOF, the Company has caused this Agreement to be duly executed
      by an
      officer thereunto duly authorized, and Employee has executed this Agreement,
      all
      as of the date first above written.

     

    Sequiam
      Corporation

    By:
      ___________________________

    Nicholas
      H. VandenBrekel

    Chairman
      of the Board and

    Chief
      Executive Officer

     

     

     

    ______________________________

    Mark
      L.
      Mroczkowski

    Employee

     

    Please
      Check Appropriate Item (One of the boxes must be checked):

     

    _____I
      do
      not desire the alternative tax treatment provided for in the Internal Revenue
      Code Section 83(b).

     

    _____*I
      do desire the alternative tax treatment provided for in Internal Revenue Code
      Section 83(b) and desire that forms for such purpose be forwarded to
      me.

     

    *
      I
      acknowledge that the Company has suggested that before this block is checked
      that I check with a tax consultant of my choice.

     

     

    Please
      furnish the following information for shareholder records:

     

    ________________________________________
      _____- ___- ______

    (Given
      name and initial must be used Social Security Number

    for
      stock
      registry) (if applicable)

     

    _________________________________________________________

    Address
      (Zip Code) Day phone number

     

    United
      States Citizen: Yes___ No___