AGREEMENT OF ACCORD AND SATISFACTION

This  AGREEMENT  OF  ACCORD  AND  SATISFACTION  (this  "Agreement")  is made and
executed effective as of January 29, 2004 (the "Effective Date"), by and between
SEQUIAM  CORPORATION,  a  California  corporation ("Sequiam"), and LA JOLLA COVE
INVESTORS,  INC.,  a  California corporation ("Investor"), with reference to the
following  recitals:

A.     Sequiam  and  Investor  are  parties  to that certain Securities Purchase
Agreement,  dated  March 5, 2003 (the "SPA"), pursuant to which Sequiam made and
issued to Investor that certain 8% Convertible Debenture in the principal amount
of $300,000, dated March 5, 2003 (as amended, the "Debenture"), and that certain
Warrant  to Purchase Common Stock ~ Conversion Warrants, dated March 5, 2003 (as
amended,  the  "Warrant").

B.     Pursuant  to  the  SPA,  Sequiam  and  Investor entered into that certain
Registration  Rights  Agreement,  dated  March  5,  2003  (the  "Registration
Agreement"), pursuant to which Sequiam agreed to register the common stock to be
issued to Investor upon conversion of the Debenture and exercise of the Warrant.

C.     Nicholas  H.  VandenBrekel  ("VandenBrekel")  and  Mark  Mroczkowski
("Mroczkowski")  are officers and directors of Sequiam and, pursuant to the SPA,
entered  into  that certain Put and Call Agreement with Investor, dated March 5,
2003  (as  amended,  the  "Put").

D.     Sequiam  and  Investor  desire  to  provide for the full satisfaction and
accord  of  the  Debenture,  cancellation  of  the  Warrant,  termination of the
Registration Agreement, and termination of the Put, in accordance with the terms
and  conditions  of  this  Agreement.

NOW,  THEREFORE,  in consideration of the foregoing and the mutual covenants set
forth  in  the Agreement, and other good and valuable consideration, Sequiam and
Investor  hereby  agree  as  follows:

     1.     Accord  and  Satisfaction.  Simultaneously  with  the  execution and
            --------------------------
delivery  of this Agreement, Sequiam shall deliver to Investor a promissory note
in  the  principal  amount  of  Two  Hundred  Thousand  Dollars ($200,000), with
interest  at  seven  percent (7%) per annum, with principal payable in six equal
monthly  installments,  plus interest, beginning on  February 1, 2004 and on the
first  day  of each of the following five months, in the form attached hereto as
Exhibit  "A"  (the  "Note").  The  Note  shall  be  personally  guaranteed  by
------------
VandenBrekel  and  Mroczkowski  in  the  form of the guaranty attached hereto as
Exhibit  "B"  (the  "Guaranty").  Investor  hereby agrees to accept the Note and
Guaranty,  in  accord  and  satisfaction  of  the  total  amount  due  under the
Debenture.

     2.     Warrant  and  Registration  Agreement.  The Warrant and Registration
            -------------------------------------
Agreement  are  hereby  terminated,  and  neither  party  shall have any further
rights or obligations under the Warrant or Registration Agreement.

     3.     Put.  The Put is hereby terminated, and neither party shall have any
            ---
further  rights  or  obligations  under  the Put, provided however, that the Put
shall  be reinstated and be in full force and effect if there is a default under
the  Note.

     4.     Restricted Stock. Simultaneously  with the execution and delivery of
            ----------------
this Agreement, Sequiam shall issue and deliver to Investor one hundred thousand
(100,000)  shares of restricted Sequiam common stock (the "Securities"). If (but
without  any  obligation to do so) Sequiam proposes to register any of its stock
or  other  securities  under  the  Securities  Act  of  1933,  as  amended  (the
"SECURITIES  ACT"),  in  connection with the public offering of such securities,
Sequiam  shall cause to be registered under the


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Securities  Act  all  of  the  shares that Investor holds. If the Securities are
registered,  Sequiam  shall give Investor written notice of the effectiveness of
the  registration  within  ten  (10)  days  thereof.

     5.     Investor's  Representations  and  Warranties.  Investor  hereby
            --------------------------------------------
represents and warrants to and covenants and agrees with Sequiam as follows:

          a.     Investor  is purchasing the Securities for its own account, for
investment  purposes  only and not with a view towards or in connection with the
public sale or distribution thereof in violation of the Securities Act.

          b.     Investor is and shall remain at all times until issuance of all
of the Securities (i) an "accredited investor" within the meaning of Rule 501 of
Regulation D under the Securities Act, (ii) experienced in making investments of
the  kind  contemplated  by  this  Agreement,  (iii)  capable,  by reason of its
business  and  financial experience, of evaluating the relative merits and risks
of  an  investment  in  the  Securities, and (iv) able to afford the loss of its
investment  in  the  Securities.

          c.     Investor  understands that the Securities are being offered and
sold  by  the  Company  in  reliance  on  an  exemption  from  the  registration
requirements  of  the  Securities  Act  as set forth in Rule 506 of Regulation D
promulgated  by  the  Securities  and Exchange Commission (the "Commission") and
equivalent state securities and "blue sky" laws, and that the Company is relying
upon  the  accuracy  of,  and  Investor's  compliance  with,  Investor's
representations,  warranties  and  covenants  set  forth  in  this  Agreement to
determine  the availability of such exemption and the eligibility of Investor to
purchase  the  Securities.

          d.     Investor understands that the Securities have not been approved
or  disapproved  by  the  Commission  or  any  state  or  provincial  securities
commission.

          e.     This  Agreement  has been duly and validly authorized, executed
and  delivered  by  Investor  and  is  a valid and binding agreement of Investor
enforceable  against  it  in  accordance  with  its terms, subject to applicable
bankruptcy,  insolvency,  fraudulent  conveyance, reorganization, moratorium and
similar  laws  affecting  creditors' rights and remedies generally and except as
rights  to  indemnity  and  contribution  may  be  limited  by  federal or state
securities  laws  or  the  public  policy  underlying  such  laws.

     6.     Sequiam's Representations and Warranties.  Sequiam hereby represents
            ----------------------------------------
and warrants to and covenants and agrees with Investor as follows:

CAPITALIZATION

          a.     The authorized capital stock of Sequiam consists of 100,000,000
shares  of  common  stock  and  50,000,000 shares of Series A Preferred Stock of
which  44,350,141  shares and 0 shares, respectively, are issued and outstanding
as  of  the  date  hereof  and  are  fully  paid and nonassessable.  The amount,
exercise,  conversion  or  subscription  price  and  expiration  date  for  each
outstanding  option and other security or agreement to purchase shares of common
stock  is  accurately  set  forth  on  Schedule  6.
                                       ------------

          b.     The  Securities  have  been  duly  and  validly  authorized and
reserved  for issuance by Sequiam, and, when issued by Sequiam, will be duly and
validly  issued,  fully  paid  and nonassessable and will not subject the holder
thereof  to  personal  liability  by  reason  of  being  such  holder.

          c.     Except  as  disclosed  on  Schedule 6, there are no preemptive,
                                            ----------
subscription,  "call," right of first refusal or other similar rights to acquire
any  capital  stock  of  Sequiam or other voting securities of Sequiam that have
been  issued  or  granted  to  any  person  and  no other obligations of Sequiam


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is  to issue, grant, extend or enter into any security, option, warrant, "call,"
right,  commitment, agreement, arrangement or undertaking with respect to any of
their  respective  capital  stock.

ORGANIZATION;  REPORTING  COMPANY  STATUS.

          d.     Sequiam  is  a corporation duly organized, validly existing and
in  good  standing  under  the  laws of the state or jurisdiction in which it is
incorporated and is duly qualified as a foreign corporation in all jurisdictions
in  which  the  failure  so  to  qualify  would reasonably be expected to have a
material  adverse  effect  on  the  business,  properties,  prospects, condition
(financial  or  otherwise)  or  results  of  operations  of  Sequiam  or  on the
consummation  of  any  of  the  transactions  contemplated  by this Agreement (a
"MATERIAL  ADVERSE  EFFECT").

          e.     Sequiam  is  subject  to  the  reporting  requirements  of  the
Securities  Exchange  Act  of 1934, as amended (the "EXCHANGE ACT").  The common
stock is traded on the OTC Bulletin Board service of the National Association of
Securities  Dealers,  Inc.  ("OTCBB")  and  Sequiam  has not received any notice
regarding,  and  to  its  knowledge  there  is  no threat of, the termination or
discontinuance of the eligibility of the common stock for such trading.

AUTHORIZATION.

          f.     Sequiam  has  duly  and  validly  authorized  and  reserved for
issuance  the  Securities.  Sequiam understands and acknowledges the potentially
dilutive  effect on the common stock of the issuance of the Securities.  Sequiam
further acknowledges that its obligation to issue the Securities is absolute and
unconditional  regardless  of the dilutive effect that such issuance may have on
the ownership interests of other stockholders of Sequiam and notwithstanding the
commencement  of  any  case  under  11  U.S.C. Sec. 101 et seq. (the "BANKRUPTCY
                                                        -- ---
CODE").  In  the  event  Sequiam  is a debtor under the Bankruptcy Code, Sequiam
hereby  waives  to the fullest extent permitted any rights to relief it may have
under  11 U.S.C. Sec. 362 in respect of the issuance of the Securities.  Sequiam
agrees,  without  cost or expense to Investor, to take or consent to any and all
action necessary to effectuate relief under 11 U.S.C. Sec. 362.

AUTHORITY;  VALIDITY  AND  ENFORCEABILITY.

          g.     Sequiam  has  the  requisite  corporate  power and authority to
enter  into  this  Agreement and the Note (collectively, the "Documents") and to
perform all of its obligations hereunder and thereunder (including the issuance,
sale  and  delivery to Investor of the Securities).  The execution, delivery and
performance  by  Sequiam of the Documents and the consummation by Sequiam of the
transactions contemplated hereby and thereby (including, without limitation, the
issuance  and  reservation  for  issuance  of the Securities) have been duly and
validly  authorized  by  all  necessary corporate action on the part of Sequiam.
Each  of  the  Documents  has  been  duly  and validly executed and delivered by
Sequiam  and each Document constitutes a valid and binding obligation of Sequiam
enforceable  against  it  in  accordance  with  its terms, subject to applicable
bankruptcy,  insolvency,  fraudulent  conveyance, reorganization, moratorium and
similar  laws  affecting  creditors' rights and remedies generally and except as
rights  to  indemnity  and  contribution  may  be  limited  by  federal or state
securities  laws or the public policy underlying such laws.  The Securities have
been  duly and validly authorized for issuance by Sequiam and, when executed and
delivered  by  Sequiam,  will  be  valid  and  binding  obligations  of  Sequiam
enforceable  against  it  in  accordance with their respective terms, subject to
applicable  bankruptcy,  insolvency,  fraudulent  conveyance,  reorganization,
moratorium  and similar laws affecting creditors' rights and remedies generally.


<PAGE>
VALIDITY  OF  ISSUANCE  OF  THE  SECURITIES.

          h.     Upon  issuance,  the  Securities  will  be  validly  issued and
outstanding,  fully  paid  and  nonassessable, and not subject to any preemptive
rights,  rights  of  first refusal, tag-along rights, drag-along rights or other
similar  rights.

NON-CONTRAVENTION.

          i.     The  execution  and  delivery  by Sequiam of the Documents, the
issuance  of  the  Securities,  and  the  consummation  by  Sequiam of the other
transactions  contemplated  hereby  and  thereby do not, and compliance with the
provisions  of  this  Agreement  and other Documents will not, conflict with, or
result in any violation of, or default (with or without notice or lapse of time,
or  both)  under,  or  give  rise  to  a  right  of termination, cancellation or
acceleration of any obligation or loss of a material benefit under, or result in
the  creation  of any Lien (as such term is hereinafter defined) upon any of the
properties  or  assets of Sequiam or any of its subsidiaries under, or result in
the  termination  of,  or  require that any consent be obtained or any notice be
given  with  respect  to  (i)  the  Articles  or Certificate of Incorporation or
By-Laws  of Sequiam or the comparable charter or organizational documents of any
of its subsidiaries, in each case as amended to the date of this Agreement, (ii)
any  loan  or credit agreement, note, bond, mortgage, indenture, lease, contract
or  other  agreement,  instrument  or permit applicable to Sequiam or any of its
subsidiaries  or  their  respective  properties or assets or (iii) any judgment,
decree  or  order  of  any  court  or  government body having jurisdiction over,
Sequiam  or  any  of  its  subsidiaries or any of their respective properties or
assets.

APPROVALS.

          j.     No authorization, approval or consent of any court or public or
governmental  authority  is  required to be obtained by Sequiam for the issuance
and sale of the Securities to Investor as contemplated by this Agreement, except
such  authorizations,  approvals  and  consents as have been obtained by Sequiam
prior  to  the  date  hereof.

COMMISSION  FILINGS.

          k.     Sequiam  has  properly and timely filed with the Commission all
reports,  proxy  statements, forms and other documents required to be filed with
the  Commission  under  the  Securities  Act and the Exchange Act since becoming
subject  to such Acts (the "COMMISSION FILINGS").  As of their respective dates,
(i)  the  Commission  Filings  complied  in  all  material  respects  with  the
requirements  of the Securities Act or the Exchange Act, as the case may be, and
the rules and regulations of the Commission promulgated thereunder applicable to
such Commission Filings and (ii) none of the Commission Filings contained at the
time of its filing any untrue statement of a material fact or omitted to state a
material  fact  required  to be stated therein or necessary in order to make the
statements  therein,  in  light of the circumstances under which they were made,
not  misleading.  The financial statements of Sequiam included in the Commission
Filings,  as  of  the  dates  of  such  documents, were true and complete in all
material  respects  and complied with applicable accounting requirements and the
published  rules  and  regulations  of the Commission with respect thereto, were
prepared  in  accordance  with  generally  accepted accounting principles in the
United  States ("GAAP") (except in the case of unaudited statements permitted by
Form  10-Q  under  the  Exchange  Act)  applied on a consistent basis during the
periods  involved  (except  as may be indicated in the notes thereto) and fairly
presented the consolidated financial position of Sequiam and its subsidiaries as
of  the  dates thereof and the consolidated results of their operations and cash
flows  for the periods then ended (subject, in the case of unaudited statements,
to  normal year-end audit adjustments that in the aggregate are not material and
to  any  other  adjustment  described  therein).


<PAGE>
FULL  DISCLOSURE.

          l.     There  is no fact known to Sequiam (other than general economic
or  industry  conditions  known to the public generally) that has not been fully
disclosed  in  the  Commission  Filings that (i) reasonably could be expected to
have  a  Material  Adverse  Effect  or  (ii)  reasonably  could  be  expected to
materially  and  adversely  affect  the  ability  of  Sequiam  to performing its
obligations  pursuant  to  the  Documents.

ABSENCE  OF  EVENTS  OF  DEFAULT.

          m.     No  "Event  of  Default"  (as  defined  in  any  agreement  or
instrument  to  which Sequiam is a party) and no event which, with notice, lapse
of  time  or  both,  would  constitute  an Event of Default (as so defined), has
occurred  and  is  continuing.

SECURITIES  LAW  MATTERS.

          n.     Sequiam  shall  not  directly or indirectly take, and shall not
permit  any  of  its directors, officers or Affiliates directly or indirectly to
take,  any  action  (including,  without limitation, any offering or sale to any
person  or  entity  of  any  security similar to the Securities) which will make
unavailable  the exemption from Securities Act registration being relied upon by
Sequiam  for the offer and sale to Investor of the Securities as contemplated by
this Agreement.  No form of general solicitation or advertising has been used or
authorized  by  Sequiam  or  any  of  its  officers,  directors or Affiliates in
connection  with  the  offer  or  sale of the Securities as contemplated by this
Agreement or any other agreement to which Sequiam is a party.

REGISTRATION  RIGHTS.

          o.     Except  as  set  forth on Schedule 6, no Person has any demand,
                                           ----------
"piggy-back" or other rights to cause Sequiam to file any registration statement
under  the Securities Act relating to any of its securities or to participate in
any  such  registration  statement.

INTEREST.

          p.     The timely payment of interest on the Note is not prohibited by
the Articles or Certificate of Incorporation or By-Laws of Sequiam, in each case
as  amended  to the date of this Agreement, or any agreement, contract, document
or  other  undertaking  to  which  Sequiam  is  a  party.

NO  MISREPRESENTATION.

          q.     No  representation  or  warranty  of  Sequiam contained in this
Agreement  or  any of the other Documents, any schedule, annex or exhibit hereto
or  thereto  or any agreement, instrument or certificate furnished by Sequiam to
Investor  pursuant to this Agreement contains any untrue statement of a material
fact  or  omits  to  state  a  material  fact  required  to be stated therein or
necessary  to  make  the  statements  therein  not  misleading.

FINDER'S  FEE.

          r.     There  is no finder's fee, brokerage commission or like payment
in  connection  with  the  transactions contemplated by this Agreement for which
Investor  is  liable  or  responsible.


<PAGE>
     7.     Certain  Covenants  And  Acknowledgments.
            ----------------------------------------

FILINGS.

          a.     Sequiam  shall  make all necessary Commission Filings and "blue
sky"  filings  required  by  Rule  506  of Regulation D to be made by Sequiam in
connection  with  the  sale  of  the  Securities  to Investor as required by all
applicable  Laws,  and  shall  provide a copy thereof to Investor promptly after
such filing. The foregoing shall not require Sequiam to register the sale of any
of the Securities under the Securities Act or any other law.

REPORTING  STATUS.

          b.     So  long  as  Investor beneficially owns any of the Securities,
Sequiam  shall  timely  file  all  reports  required  to be filed by it with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act.

LISTING.

          c.     Except  to the extent Sequiam lists its common stock on The New
York  Stock  Exchange, The American Stock Exchange or The Nasdaq Stock Market or
any  similar  national  stock  exchange,  Sequiam  shall use its best efforts to
maintain  its  listing  of  the  common  stock on OTCBB.  If the common stock is
delisted  from OTCBB, Sequiam will use its best efforts to list the common stock
on  the  most  liquid  national securities exchange or quotation system that the
common  stock  is  qualified  to  be  listed  on.

INFORMATION.

          d.     Each  of  the  parties  hereto  acknowledges  and  agrees  that
Investor  shall  not  be  provided  with,  nor  be given access to, any material
non-public  information  relating  to  Sequiam.

ACCOUNTING  AND  RESERVES.

          e.     Sequiam  shall  maintain  a  standard  and  uniform  system  of
accounting  and  shall keep proper books and records and accounts in which full,
true,  and  correct entries shall be made of its transactions, all in accordance
with  GAAP  applied on consistent basis through all periods, and shall set aside
on  such  books  for  each  fiscal  year  all  such  reserves  for depreciation,
obsolescence,  amortization, bad debts and other purposes in connection with its
operations  as  are  required  by  such  principles  so  applied.

CERTAIN  RESTRICTIONS.

          f.     So  long  as the Securities are outstanding, no dividends shall
be declared or paid or set apart for payment nor shall any other distribution be
declared  or made upon any capital stock of Sequiam, nor shall any capital stock
of  Sequiam  be  redeemed,  purchased  or  otherwise  acquired  (other  than  a
redemption,  purchase  or  other  acquisition of shares of common stock made for
purposes  of  an  employee  incentive  or benefit plan (including a stock option
plan)  of  Sequiam for any consideration by Sequiam, directly or indirectly, nor
shall  any  moneys  be  paid  to  or  made  available for a sinking fund for the
redemption  of  any  common  stock  of  any  such  stock.

SHORT  SELLING.

          g.     So long as the Securities are held by Investor, Investor agrees
and  covenants  on  its  behalf  and  on  behalf  of its affiliates that neither
Investor  nor  its  affiliates  shall  at  any  time  engage  in


<PAGE>
any  short  sales with respect to Sequiam's common stock, or sell put options or
similar instruments with respect to Sequiam's common stock.

     8.     Survival;  Indemnification.
            --------------------------

          a.     The  representations,  warranties and covenants made by each of
Sequiam  and  Investor  in  this  Agreement, the annexes, schedules and exhibits
hereto  and  in  each  instrument,  agreement  and  certificate entered into and
delivered  by  them pursuant to this Agreement shall survive the closing and the
consummation  of the transactions contemplated hereby.  In the event of a breach
or  violation of any of such representations, warranties or covenants, the party
to  whom such representations, warranties or covenants have been made shall have
all  rights  and remedies for such breach or violation available to it under the
provisions  of  this  Agreement  or  otherwise,  whether  at  law  or in equity,
irrespective of any investigation made by or on behalf of such party on or prior
to  the  closing.

          b.     Sequiam  hereby agrees to indemnify and hold harmless Investor,
its  affiliates  and  their respective officers, directors, partners and members
(collectively,  the "INVESTOR INDEMNITEES") from and against any and all losses,
claims,  damages,  judgments,  penalties,  liabilities  and  deficiencies
(collectively,  "LOSSES")  and  agrees to reimburse Investor Indemnitees for all
out-of-pocket  expenses  (including  the fees and expenses of legal counsel), in
each case promptly as incurred by Investor Indemnitees and to the extent arising
out  of  or  in  connection  with:

               i.     any  material  misrepresentation,  or  breach  of  any  of
Sequiam's representations or warranties contained in this Agreement or the other
Documents,  or  the  annexes,  schedules  or  exhibits  hereto or thereto or any
instrument,  agreement  or  certificate  entered  into  or  delivered by Sequiam
pursuant  to  this  Agreement  or  the  other  Documents;

               ii.     any  failure  by Sequiam to perform any of its covenants,
agreements, undertakings or obligations set forth in this Agreement or the other
Documents  or any instrument, certificate or agreement entered into or delivered
by  Sequiam  pursuant  to  this  Agreement  or  the  other  Documents;

          c.     Investor  hereby agrees to indemnify and hold harmless Sequiam,
its  Affiliates  and  their respective officers, directors, partners and members
(collectively,  the  "COMPANY INDEMNITEES") from and against any and all Losses,
and  agrees  to  reimburse  Sequiam  Indemnitees  for all out-of-pocket expenses
(including  the  fees  and  expenses of legal counsel), in each case promptly as
incurred  by  Sequiam  Indemnitees  and  to  the  extent  arising  out  of or in
connection  with:

               i.     any  misrepresentation,  omission of fact or breach of any
of  Investor's  representations or warranties contained in this Agreement or the
other  Documents, or the annexes, schedules or exhibits hereto or thereto or any
instrument,  agreement  or  certificate  entered  into  or delivered by Investor
pursuant  to  this  Agreement  or  the  other  Documents;  or

               ii.     any  failure  by  Investor  to  perform  in  any material
respect  any of its covenants, agreements, undertakings or obligations set forth
in  this  Agreement  or  the  other  Documents or any instrument, certificate or
agreement  entered  into  or delivered by Investor pursuant to this Agreement or
the  other  Documents.

Promptly  after  receipt by either party hereto seeking indemnification pursuant
to  this  Section  8  (an  "INDEMNIFIED  PARTY")  of  written  notice  of  any
investigation,  claim,  proceeding  or  other  action  in  respect  of  which
indemnification  is  being  sought  (each,  a  "CLAIM"),  the  Indemnified Party
promptly  shall  notify  the party against whom indemnification pursuant to this
Section  8  is  being  sought  (the  "INDEMNIFYING  PARTY")  of the commencement
thereof,  but  the  omission  so  to  notify  the  Indemnifying  Party shall not


<PAGE>
relieve  it  from  any  liability  that it otherwise may have to the Indemnified
Party  except to the extent that the Indemnifying Party is materially prejudiced
and  forfeits  substantive  rights  or  defenses  by  reason of such failure. In
connection  with  any  Claim  as  to  which  both the Indemnifying Party and the
Indemnified  Party  are  parties,  the  Indemnifying  Party shall be entitled to
assume the defense thereof. Notwithstanding the assumption of the defense of any
Claim  by  the Indemnifying Party, the Indemnified Party shall have the right to
employ  separate  legal counsel and to participate in the defense of such Claim,
and  the  Indemnifying Party shall bear the reasonable fees, out-of-pocket costs
and  expenses  of  such  separate legal counsel to the Indemnified Party if (and
only  if):  (x)  the  Indemnifying  Party  shall  have  agreed to pay such fees,
out-of-pocket costs and expenses, (y) the Indemnified Party and the Indemnifying
Party  reasonably  shall  have  concluded that representation of the Indemnified
Party  and  the  Indemnifying  Party  by  the  same  legal  counsel would not be
appropriate  due  to actual or, as reasonably determined by legal counsel to the
Indemnified  Party,  potentially differing interests between such parties in the
conduct  of  the  defense  of  such  Claim,  or  if  there may be legal defenses
available  to  the  Indemnified  Party that are in addition to or disparate from
those  available  to  the Indemnifying Party or (z) the Indemnifying Party shall
have  failed  to employ legal counsel reasonably satisfactory to the Indemnified
Party  within  a  reasonable  period of time after notice of the commencement of
such  Claim.  If  the  Indemnified  Party  employs  separate  legal  counsel  in
circumstances  other  than  as  described  in clauses (x), (y) or (z) above, the
fees, costs and expenses of such legal counsel shall be borne exclusively by the
Indemnified  Party.  Except as provided above, the Indemnifying Party shall not,
in  connection  with  any Claim in the same jurisdiction, be liable for the fees
and  expenses  of  more than one firm of legal counsel for the Indemnified Party
(together  with  appropriate  local  counsel). The Indemnifying Party shall not,
without  the prior written consent of the Indemnified Party (which consent shall
not  unreasonably be withheld), settle or compromise any Claim or consent to the
entry  of  any  judgment  that  does not include an unconditional release of the
Indemnified  Party  from all liabilities with respect to such Claim or judgment.

In  the  event  one party hereunder should have a claim for indemnification that
does  not  involve  a  claim  or  demand  being  asserted  by a third party, the
Indemnified  Party  promptly  shall  deliver  notice  of  such  claim  to  the
Indemnifying  Party.  If  the Indemnified Party disputes the claim, such dispute
shall  be  resolved  by  mutual  agreement  of  the  Indemnified  Party  and the
Indemnifying  Party  or  by binding arbitration conducted in accordance with the
procedures and rules of the American Arbitration Association.  Judgment upon any
award  rendered  by any arbitrators may be entered in any court having competent
jurisdiction  thereof.

     9.     General.  This  Agreement  shall  be  governed  by  and construed in
            --------
accordance  with  the  laws  of the State of California applicable to agreements
made  and  to  be  performed  entirely in such state.  With respect to any suit,
action  or  proceedings  relating  to  this  Agreement,  the Company irrevocably
submits  to the exclusive jusrisdiction of the courts of the State of California
sitting in San Diego and the United States District Court located in the City of
San  Diego and hereby waives, to the fullest extent permitted by applicable law,
any  claim  that  any  such  suit,  action  or proceeding has been brought in an
inconvenient  forum.  Any  provision of this Agreement that may be determined by
competent  authority  to be illegal, invalid, prohibited or unenforceable in any
jurisdiction  shall,  as  to  such jurisdiction, be ineffective to the extent of
such  illegality,  invalidity,  prohibition  or  unenforceability  without
invalidating the remaining terms and provisions hereof, and any such illegality,
invalidity,  prohibition  or  unenforceability  in  any  jurisdiction  shall not
invalidate  or render unenforceable any terms and provisions hereof in any other
jurisdiction.  Notwithstanding  any  other  provision  of  this Agreement to the
contrary,  in the event of any mediation, arbitration, administrative proceeding
or  judicial  proceeding  to enforce or interpret this Agreement, the prevailing
party  shall be entitled to recover from the non-prevailing party the reasonable
attorneys'  fees,  expert  witness  fees,  and  costs  actually  incurred by the
prevailing  party  in such proceeding.  No alteration, change or modification of
or  to this Agreement shall be effective unless it is made in writing and signed
on  behalf  of  each  party  to  be charged.  This Agreement contains the entire
understanding  between  the parties with regard to the subject matter hereof and
all other agreements,


<PAGE>
understandings,  representations  and  statements  between the parties regarding
such  subject matter are superseded by this Agreement and shall be of no further
force  or  effect. This Agreement may be executed in any number of counterparts,
each  of  which  shall  be  deemed  an  original but all of which together shall
constitute  one  and  the  same document. Executed signature pages from separate
counterpart  originals  may  be  attached  to  a  single  counterpart  copy.

                         [signatures begin on next page]




<PAGE>
IN  WITNESS WHEREOF, Sequiam and Investor have made, executed and delivered this
Agreement  as  of  the  Effective  Date  hereof.


"SEQUIAM"                                "INVESTOR"

SEQUIAM CORPORATION,                     LA JOLLA COVE INVESTORS, INC.,
a California corporation                 a California corporation


By: /s/ Nicholas VandenBrekel            By: /s/  Travis Huff
   --------------------------------         ------------------------------
    Nicholas VandenBrekel, President         Print name: Travis Huff
                                                        ------------------
    & Chief Executive Officer                Its: Portfolio  MGR
                                                 -------------------------


Exhibits
--------

Exhibit  "A"     -     Note
Exhibit  "B"     -     Guaranty




<PAGE>