THE  SECURITY  DESCRIBED  IN  THIS  AGREEMENT  HAS NOT BEEN REGISTERED UNDER THE
SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE  "ACT"), OR THE SECURITIES LAWS OF
CERTAIN STATES, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED
OR  OTHERWISE  DISPOSED  OF  EXCEPT  PURSUANT  TO  (i) AN EFFECTIVE REGISTRATION
STATEMENT  UNDER  THE  ACT  AND  ANY  APPLICABLE  STATE LAWS, (ii) TO THE EXTENT
APPLICABLE,  RULE  144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING
TO  THE  DISPOSITION  OF  SECURITIES),  OR  (iii) AN OPINION OF COUNSEL, IF SUCH
OPINION  SHALL  BE  REASONABLY  SATISFACTORY  TO  COUNSEL TO THE ISSUER, THAT AN
EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.


                               7 % PROMISSORY NOTE

$200,000                                                        JANUARY 29, 2004

     FOR  VALUE  RECEIVED,  the  undersigned, Sequiam Corporation (the "MAKER"),
hereby  promises  to  pay  to  the  order  of  La  Jolla Cove Investors, Inc., a
California corporation, the holder, or its assigns (the "NOTEHOLDER"), in lawful
money  of  the  United  States of America, and in immediately payable funds, the
principal  sum  of  two  hundred  thousand  dollars ($200,000).  The outstanding
principal  balance  together  with any unpaid accrued interest thereon, shall be
due  and  payable on July 1, 2004 (the "MATURITY DATE").  Payment of all amounts
due  hereunder  shall  be made at the address of the Noteholder provided herein.
The Maker further promises to pay interest at the rate of seven percent (7%) per
annum ("INTEREST") on the outstanding principal balance hereof.  The Maker shall
make  minimum  monthly  payments  of  thirty-four thousand seventeen dollars and
nineteen cents ($34,017.19) on each of February 1, 2004, March 1, 2004, April 1,
2004,  May  1,  2004,  June  1,  2004  and  July  1,  2004 (the "MINIMUM MONTHLY
PAYMENTS").

     This  Note  has  not and will not be registered under the Securities Act of
1933, as amended (the "ACT") or applicable state securities laws, in reliance on
the  exemption  from registration afforded by Regulation D promulgated under the
Act.  This  Note may not be offered, sold, transferred or otherwise disposed of,
unless  such  securities  are registered under the Act, or an exemption from the
registration  requirements  of  the  Act  is  available.

     1.     Redemption.  The  Maker may, at its option, at any time prior to the
            ----------
Maturity  Date,  redeem  this  Note,  in  whole or in part, at face value of the
original  principal  amount,  plus  accrued  and  unpaid  interest,  if  any  (a
"REDEMPTION AMOUNT").  Any partial redemption shall in no way release, discharge
or affect the obligation of the Maker to continue to make any other payments due
on  the  Note  until  this  Note  is  paid  in  full.

     2.     Allocation of Payments.  Each payment received by Noteholder against
            ----------------------
this Note, including each of the Minimum Monthly Payments, any Redemption Amount
and  the  final payment upon the Maturity Date shall be applied in the following
order:  (i)  first,  to  any  outstanding costs or fees accrued under Section 10
herein,  (ii)  then,  to  the  payment of accrued and unpaid Interest, and (iii)
then,  to  the  payment  of  the  outstanding  principal  balance.


<PAGE>
     3.     Transferability.  This  Note  shall  be  freely  transferable by the
            ---------------
Noteholder  provided  such transfer is in compliance with applicable federal and
state  securities  laws.

     4.     Default.  The  occurrence  of  any one of the following events shall
            -------
constitute  an  Event  of  Default:

     (a)     the  non-payment  of:  (i)  the Minimum Monthly Payment on the date
such payment is due and such failure continues for a period of ten (10) days, or
(ii)  the  final payment upon the Maturity Date and such failure continues for a
period  of  ten  (10)  days;

     (b)     the  material breach of any representation or warranty, covenant or
undertaking  in this Note and such default continues and remains uncured for ten
(10)  days  after  written  notice  of  such  default  is  received  by  Maker;

     (c)     the commencement by the Maker of any voluntary proceeding under any
bankruptcy,  reorganization,  insolvency,  receivership,  dissolution,  or
liquidation  law  or  statute  or  any jurisdiction, whether now or hereafter in
effect; or the adjudication of the Maker as insolvent or bankrupt by a decree of
a  court  of competent jurisdiction; or the petition or application by the Maker
for,  acquiescence  in,  or  consent  by  the  Maker  to, the appointment of any
receiver  or  trustee  for  the  Maker  or  for all or a substantial part of the
property  of  the  Maker;  or  the  assignment  by  the Maker for the benefit of
creditors;  or  the  written  admission of the Maker of its inability to pay its
debts  as  they  mature;  or

     (d)     the  commencement  against  the Maker of any proceeding relating to
the  Maker  under  any  bankruptcy,  reorganization,  insolvency,  receivership,
dissolution  or  liquidation  law or statute or any jurisdiction, whether now or
hereafter  in  effect,  provided,  however,  that  the  commencement  of  such a
proceeding shall not constitute an Event of Default unless the Maker consents to
the  same  or  admits  in  writing  the  material  allegations  of same, or said
proceeding  shall remain undismissed for sixty (60) days; or the issuance of any
order,  judgment  or decree for the appointment of a receiver or trustee for the
Maker  or  for  all  or  a  substantial part of the property of the Maker, which
order,  judgment or decree remains undismissed for sixty (60) days; or a warrant
of  attachment,  execution,  or  similar  process  shall  be  issued against any
substantial  part  of  the  property  of  the  Maker.

     Upon the occurrence of any Event of Default, the Noteholder may, by written
notice  to  the  Maker  (i)  declare  all or any portion of the unpaid principal
amount  due  to  Noteholder,  together  with  all  accrued  interest  thereon,
immediately  due  and  payable,  and/or  (ii)  proceed  against  the  Continuing
Personal  Guaranty  from  Nicholas H. VandenBrekel and Mark Mroczkowski, without
waiving  any  rights  under  the  terms  of  this  Note.

     5.     Notices.  Notices  to  be  given  hereunder  shall be in writing and
            -------
shall  be deemed to have been sufficiently given if delivered personally or sent
by  overnight  courier or messenger or sent by registered or certified mail (air
mail  if  overseas),  return  receipt  requested,  or  by  telex,  facsimile
transmission,  telegram  or  similar  means  of  communication.  Notice shall be
deemed  to have been received on the date of personal delivery, telex, facsimile
transmission,  telegram  or


                                      -2-
<PAGE>
similar  means  of  communication, or if sent by overnight courier or messenger,
shall  be  deemed  to  have been received on the next delivery day after deposit
with  the  courier  or  messenger,  or  if sent by certified or registered mail,
return  receipt  requested,  shall  be deemed to have been received on the third
business day after the date of mailing. The address of the Maker is:

Sequiam  Corporation
300  Sunport  Lane
Orlando,  Florida  32809
Telephone:   407-541-0774
Facsimile:   407-240-1431


Maker shall give written notice of any change of address to the Noteholder.  The
address  of  the  Noteholder is as set forth on the signature page to this Note,
and  the  Noteholder  shall  give written notice of any change of address to the
Maker.

     6.     Consent  to Jurisdiction and Service of Process.  The Maker consents
            -----------------------------------------------
to  the  jurisdiction of any court of the State of California and of any federal
court  located in the State of California.  The Maker waives personal service of
any  summons,  complaint  or other process in connection with any such action or
proceeding  and  agrees  that service thereof may be made, as the Noteholder may
elect,  by  certified mail directed to the Maker at the location provided for in
Section  5 hereof, or, in the alternative, in any other form or manner permitted
by  law.

     7.     Governing  Law.  This  Note  shall  be governed by and construed and
            --------------
interpreted in accordance with the laws of the state of California applicable to
contracts  made  and  to be performed entirely therein, without giving effect to
the  rules  about  conflicts  of  law.

     8.     Conformity  with  Law.  All  agreements  between  the Noteholder and
            ---------------------
Maker  are  hereby  expressly  limited  so  that  in  no  contingency  or  event
whatsoever,  whether  by  reason of deferment or acceleration of the maturity of
this  Note or otherwise, shall the rate of interest hereunder exceed the maximum
rate  permissible  under applicable law.  If, from any circumstances whatsoever,
the  rate of interest resulting from the payment and/or accrual of any amount of
interest  hereunder,  at  any time that payment of interest is due and/or at any
time  that  interest  is  accrued,  shall  exceed  the limits prescribed by such
applicable law, then payment and/or accrual of such interest shall be reduced to
that  resulting  from  the  maximum  rate  of  interest  permissible  under such
applicable law. This provision shall never be superseded or waived.

     9.     Attorneys  Fees.  In  the  event  of any action by the Noteholder of
            ---------------
this  Note  to enforce the terms hereof, the Maker shall be obligated to pay all
of  the  Noteholder's  reasonable  attorneys'  fees  and  costs  in  connection
therewith.

     10.     Severability.  Every  provision  hereof  is intended to be several.
             ------------
If any provision of this Note is determined by a court of competent jurisdiction
to  be  illegal,  invalid  or  unenforceable,  such  illegality,  invalidity  or
unenforceability  shall  not  effect  the  other  provisions hereof, which shall
remain  binding  and  enforceable.


                                      -3-
<PAGE>
     11.     Waiver.  Maker  hereby  waives  presentment,  demand,  protest  and
             ------
notices of protest, demand, dishonor and nonpayment.

     12.     Waiver  and  Amendment.  Any provision of this Note may be amended,
             ----------------------
waived or modified only upon the written consent of the parties hereto.

     13.     Successors  and Assigns.  All the terms and provisions of this Note
             -----------------------
shall  be  binding upon and inure to the benefit of the parties hereto and their
respective  successors  and  assigns.

     14.     Assignability.  Maker's  obligations  hereunder are nontransferable
             -------------
and nonassignable without the prior written consent of Noteholder.

     15.     Counterparts.  This  Note may be executed in multiple counterparts,
             ------------
each  of which shall be deemed an original and all of which taken together shall
be  but  a  single  instrument.

     16.     Legal  Representation.  Maker  and  Noteholder, respectively, agree
             ---------------------
and represent that each party has been represented by such party's legal counsel
with  regard  to  all  aspects  of this Note, or if such party is acting without
legal  counsel,  that  such  party  has  had  adequate  opportunity and has been
encouraged  to  seek  the  advice  of  such  party's  legal counsel prior to the
execution  of  this  Note.

     IN WITNESS WHEREOF, the Maker has signed and sealed this Note and delivered
it in the state of California as of January 29, 2004.

                                        SEQUIAM CORPORATION



                                        By:  /s/ Mark Mroczkowski
                                           --------------------------------



                                        Title:  Senior Vice President & CFO
                                              -----------------------------





NOTEHOLDER:

Name:     La Jolla Cove Investors, Inc.

Address:  7817 Herschel Avenue, Suite 200
          La Jolla, California 92037
          Telephone:     858-551-8789
          Facsimile:     858-551-8779


                                      -4-
<PAGE>