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
                                 ---------------
                            (Walter H. Sullivan III)

$100,000.00                                               ORLANDO, FLORIDA
-----------                                               ----------------
                                                          NOVEMBER 19, 2004

FOR  VALUE  RECEIVED,  SEQUIAM CORPORATION, a California corporation ("Maker" or
the  "Company"),  hereby  promises to pay to the order of Walter H. Sullivan III
("Holder"),  at  such  location  as  Holder shall designate by written notice to
Maker,  the  principal  sum  of  One  Hundred  and  Thousand Dollars ($100,000),
evidenced  by  this note (the "Note") 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 from time
            --------
to  time shall bear interest from the date such principal amount was received by
Maker  at  five  percent  (5%), compounded every thirty (30) days, until paid in
full.  Such  interest  shall  be  calculated  on  the  basis  of a three hundred
sixty-five  (365)  day  year,  actual  number  of  days  elapsed.

     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 ninety days
from  the  date of this Note. 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 Two Hundred and
Sixty  Thousand (260,000) 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 November
19,  2004  and  expiring  on  November  19,  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.


<PAGE>
     5.     Disbursements.  Loan  proceeds  of  $100,000  will  be  disbursed on
            --------------
November  19,  2004  (the  "Execution  Date").

     6.     Use  of  Proceeds.  Loan  proceeds from the principal amount of this
            ------------------
Note  will  not  be used to pay accrued officers' salaries or shareholder loans.

     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 this Note and the Warrant, 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):

<TABLE>
<CAPTION>
<S>     <C>

______  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,

______  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;
</TABLE>


                                        2
<PAGE>
     (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, 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;


                                        3
<PAGE>
     (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 both parties to this Note.

     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 California,
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.


                                        4
<PAGE>
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



________________________________________________
Walter  H.  Sullivan,  III

HOLDER'S  ADDRESS  FOR  NOTICE:
650  California  Street
24th  Floor
San  Francisco,  CA  94108



                                        5
<PAGE>