Exhibit
      10.3

    


    Amended
      and Restated Promissory Note

     

    
      	$361,000.00	
              Orlando,
                Florida

            


    

    


    For
      value
      received, the undersigned (“Maker”) promises to pay to Nicholas VandenBrekel
      (“Payee”), or order, at his offices at 300 Sunport Lane the principal sum of
      Three Hundred Fifty Thousand Dollars ($361,000.00), together with interest
      at
      the rate hereinafter provided for on the unpaid principal balance of this Note
      from time to time outstanding until paid in full.

    


    WHEREAS,
      the Payee is the lawful owner and holder of that certain Promissory Note dated
      as of December 26, 2002 made by the Maker, to the order of the Payee with a
      current principal obligation in the amount of $361,000 (the “Prior Note”), which
      evidences obligations of the Maker;

    


    WHEREAS,
      the Maker and the Payee hereby agree to modify and restate the terms of the
      Prior Note to conform to the provisions of this Note (this “Note”). This Note is
      intended to and shall amend, restate and replace the Prior Note in its
      entirety.

    


    NOW
      THEREFORE, for good and valuable consideration, the receipt and legal
      sufficiency of which are hereby acknowledged, the Prior Note is hereby modified,
      amended and restated in its entirety to read as follows:

    


    Interest
      shall accrue on the unpaid and outstanding principal balance of this Note
      commencing on the date hereof and continuing until repayment of this Note in
      full at a rate per annum equal to 6%. Principal and interest are due in full
      eighteen months from the date first written below.

    


    Maker
      shall make all payments hereunder to Payee in lawful money of the United States
      and in immediately available funds.

    


    Payee
      may
      accelerate the maturity of this Note in the event Maker is in breach or default
      of any of the terms, conditions or covenants of any other agreement with Payee
      or its affiliates. Should default be made in payment of any installment when
      due
      hereunder the whole sum of principal and interest shall become immediately
      due
      and payable at the option of the holder of this Note.

    


    In
      the
      event any installment provided for herein is not paid on or before two (2)
      days
      following its due date, Maker promises to pay to the holder of this Note an
      amount equal to five percent (5%) of the amount of such installment. In
      addition, Maker promises to pay interest on any such unpaid installment from
      the
      date due until such installment is paid in full at a per annum rate equal to
      the
      lesser of eighteen percent (18%) or the highest rate permitted by law. Time
      is
      of the essence.

    


    Maker
      waives presentment, demand, and notice of demand, protest, notice of protest
      or
      notice of nonpayment in connection with the delivery, acceptance, performance,
      default or enforcement of this Note or of any document or instrument evidencing
      any security for payment of this Note.

    


    Failure
      at any time to exercise any of the rights of Payee hereunder shall not
      constitute a waiver of such rights and shall not be a bar to exercise of any
      of
      such rights at a later date. In the event of commencement of suit to enforce
      payment of this Note, the prevailing party shall be entitled to receive the
      costs of collection including reasonable attorneys' fees and court
      costs.

    


    Nothing
      contained in this Note shall be deemed to require the payment of interest or
      other charges by Maker or any other person in excess of the amount that the
      Payee may lawfully charge under the applicable usury laws. In the event that
      Payee shall collect moneys which are deemed to constitute interest which would
      increase the effective interest rate to a rate in excess of that permitted
      to be
      charged by applicable law, all such sums deemed to constitute interest in excess
      of the legal rate shall be credited against the principal balance of this Note
      then outstanding, and any excess shall be returned to Maker.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF, the undersigned has caused this Amended and Restated Promissory
      Note to be duly executed as of the date first written below.

     

    

      
        	
                Dated:
                  May 17, 2006

              	
                Sequiam
                  Corporation

              
	 	 
	 	
                By:________________________________

              
	 	
                Title:_______________________________