Exhibit 4.2

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.

                            8 % CONVERTIBLE DEBENTURE

COMPANY: Sequiam Corporation
COMPANY ADDRESS: 300 Sunport Lane, Orlando, Florida 32809
MATURITY DATE: March ___, 2005
PRINCIPAL AMOUNT: $300,000

     Sequiam  Corporation,  a  California  corporation,  and  any  successor  or
resulting  corporation  by way of merger, consolidation, sale or exchange of all
or  substantially  all  of  the  assets or otherwise  (the "COMPANY"), for value
received,  hereby  promises  to  pay  to the Holder (as such term is hereinafter
defined),  or such other Person (as such term is hereinafter defined) upon order
of  the  Holder,  on March ___, 2005 (the "MATURITY DATE"), the principal sum of
three  hundred thousand dollars ($300,000), as such sum may be adjusted pursuant
to  Article  3,  and  to  pay  interest  on the Principal Amount (as hereinafter
defined) from the date  received by the Company, monthly in arrears, on the 15th
day  of  each  month  (each an "INTEREST PAYMENT DUE DATE" and collectively, the
"INTEREST  PAYMENT  DUE  DATES"),  commencing  on April 15, 2003, at the rate of
eight  percent  (8%)  per  annum  (the  "DEBENTURE  INTEREST  RATE"),  until the
Principal  Amount of this Debenture has been paid in full.  All interest payable
on  the Principal Amount of this Debenture shall be calculated on the basis of a
360-day year for the actual number of days elapsed.  Payment of interest on this
Debenture  shall  be  in  cash.  This  Debenture  may not be prepaid without the
written  consent  of  the  Holder.

                                    ARTICLE 1
                                   DEFINITIONS

     SECTION  1.1  Definitions.  The  terms  defined  in  this  Article whenever
                   -----------
used in this Debenture have the following respective meanings:

          (i)  "AFFILIATE"  has  the meaning ascribed to such term in Rule 12b-2
under the Securities Exchange Act of 1934, as amended.

          (ii)  "BANKRUPTCY  CODE"  means  the  United States Bankruptcy Code of
1986, as amended (11 U.S.C. Sec.Sec. 101 et. seq.).
                                         --  ---

          (iii)  "BUSINESS  DAY"  means a day other than Saturday, Sunday or any
day  on  which  banks  located  in  the  State  of  California are authorized or
obligated  to  close.


                                        1
<PAGE>
          (iv)  "CAPITAL  SHARES" means the Common Stock and any other shares of
any  other class or series of capital stock, whether now or hereafter authorized
and  however designated, which have the right to participate in the distribution
of  earnings  and  assets  (upon  dissolution, liquidation or winding-up) of the
Company.

          (v)  "CLOSING DATE" means March ___, 2003.

          (vi)  "COMMON  SHARES" or "COMMON STOCK" means shares of the Company's
Common Stock.

          (vii) "COMMON STOCK ISSUED AT CONVERSION", when used with reference to
the  securities  deliverable upon conversion of this Debenture, means all Common
Shares  now or hereafter Outstanding and securities of any other class or series
into  which  this  Debenture  hereafter  shall have been changed or substituted,
whether  now  or  hereafter  created  and  however  designated.

          (viii) "CONVERSION" or "CONVERSION" means the repayment by the Company
of  the Principal Amount of this Debenture (and, to the extent the Holder elects
as  permitted  by  Section  3.1,  accrued  and  unpaid  interest thereon) by the
delivery  of  Common  Stock on the terms provided in Section 3.2, and "CONVERT,"
"CONVERTED,"  "CONVERTIBLE"  and  like words shall have a corresponding meaning.

          (ix)  "CONVERSION  DATE"  means any day on which all or any portion of
the  Principal  Amount  of  this  Debenture  is converted in accordance with the
provisions  hereof.

          (x)  "CONVERSION  NOTICE"  means  a  written  notice  of  conversion
substantially  in  the  form  annexed  hereto  as  Exhibit  A.
                                                   ----------

          (xi)  "CONVERSION  PRICE"  on  any  date  of  determination  means the
applicable price for the conversion of this Debenture into Common Shares on such
day  as  set  forth  in  Section  3.1(a).

          (xii)  "CURRENT  MARKET  PRICE" on any date of determination means the
average  closing  trading price of a Common Share on such day as reported on the
NASDAQ OTCBB Exchange; provided that, if such security is not listed or admitted
                       --------
to  trading  on the NASDAQ OTCBB, as reported on the principal national security
exchange  or  quotation  system  on  which  such security is quoted or listed or
admitted  to  trading, or, if not quoted or listed or admitted to trading on any
national  securities exchange or quotation system, the closing bid price of such
security  on  the  over-the-counter market on the day in question as reported by
Bloomberg  LP or a similar generally accepted reporting service, as the case may
be.

          (xiii)  "DEADLINE"  means  the  date  that  is  the 120th day from the
Closing  Date, provided, however, the Deadline shall be extended by such time as
is  necessary  for the Company to respond to comments by the SEC, so long as the
Company  files  the  appropriate  registration  statement  within 30 days of the
Closing Date and thereafter responds to all SEC comments within 10 business days
of  receipt  thereof.


                                        2
<PAGE>
          (xiv) "DEBENTURE" or "DEBENTURES" means this 8 % Convertible Debenture
of  the  Company  or  such  other convertible debenture(s) exchanged therefor as
provided  in  Section  2.1.

          (xv)  "DISCOUNT  MULTIPLIER"  has  the  meaning  set  forth in Section
     3.1(a).

          (xvi)  "EVENT  OF  DEFAULT"  has the meaning set forth in Section 6.1.

          (xvii)  "HOLDER"  means  La  Jolla  Cove  Investors,  Inc.

          (xviii)  "INTEREST  PAYMENT DUE DATE" has the meaning set forth in the
opening  paragraph  of  this  Debenture.

          (xix)  "MARKET  DISRUPTION  EVENT"  means  any event that results in a
material  suspension  or  limitation  of  trading  of  the  Common  Shares.

          (xx)  "MARKET PRICE" per Common Share means the lowest traded price of
the  Common  Shares  during  any  Trading  Day  as reported on the NASDAQ OTCBB;
provided  that,  if  such  security  is not listed or admitted to trading on the
--------
NASDAQ  OTCBB,  as  reported  on  the  principal  national  security exchange or
quotation  system  on  which  such  security  is quoted or listed or admitted to
trading,  or,  if  not  quoted  or listed or admitted to trading on any national
securities  exchange  or quotation system, the lowest traded price of the Common
Shares  during  any  Trading  Day  on the over-the-counter market as reported by
Bloomberg  LP or a similar generally accepted reporting service, as the case may
be.

          (xxi)  "MAXIMUM  RATE"  has  the  meaning  set  forth  in Section 6.3.

          (xxii)  "OUTSTANDING"  when  used  with  reference to Common Shares or
Capital Shares (collectively, "SHARES") means, on any date of determination, all
issued  and outstanding Shares, and includes all such Shares issuable in respect
of  outstanding  scrip  or any certificates representing fractional interests in
such  Shares;  provided,  however,  that  any such Shares directly or indirectly
               --------   -------
owned  or  held  by  or  for the account of the Company or any Subsidiary of the
Company shall not be deemed "OUTSTANDING" for purposes hereof.

          (xxiii) "PERSON" means an individual, a corporation, a partnership, an
association,  a  limited  liability  company,  an  unincorporated  business
organization,  a  trust  or  other entity or organization, and any government or
political subdivision or any agency or instrumentality thereof.

          (xxiv)  "PRINCIPAL  AMOUNT"  means,  for  any date of calculation, the
principal  sum set forth in the first paragraph of this Debenture (but only such
principal  amount  as  to which the Holder has (a) actually advanced pursuant to
the  Securities  Purchase  Agreement  (b) not theretofore furnished a Conversion
Notice  in  compliance  with  Section  3.2).

          (xxv)  "REGISTRATION RIGHTS AGREEMENT" means that certain Registration
Rights Agreement of even date herewith by and between the Company and Holder, as
the  same  may  be  amended  from  time  to  time.


                                        3
<PAGE>
          (xxvi)  "SEC"  means  the  United  States  Securities  and  Exchange
Commission.

          (xxvii) "SECURITIES ACT" means the Securities Act of 1933, as amended,
and  the  rules  and  regulations of the SEC thereunder, all as in effect at the
time.

          (xxviii) "SECURITIES PURCHASE AGREEMENT" means that certain Securities
Purchase Agreement of even date herewith by and among the Company and Holder, as
the  same  may  be  amended  from  time  to  time.

          (xxix)  "SUBSIDIARY"  means  any  entity  of which securities or other
ownership  interests  having  ordinary  voting  power to elect a majority of the
board  of  directors  or  other  persons  performing similar functions are owned
directly  or  indirectly  by  the  Company.

          (xxx)  "TRADING DAY" means any day on which (i) purchases and sales of
securities  on  the  principal national security exchange or quotation system on
which  the  Common  Shares are traded are reported thereon, or, if not quoted or
listed  or  admitted to trading on any national securities exchange or quotation
system,  as  reported  by Bloomberg LP or a similar generally accepted reporting
service,  as  the  case  may be, (ii) at least one bid for the trading of Common
Shares  is  reported  and  (iii)  no  Market  Disruption  Event  occurs.

          All  references  to  "cash" or "$" herein means currency of the United
States  of  America.

                                    ARTICLE 2
                   EXCHANGES, TRANSFER AND OPTIONAL REDEMPTION

     SECTION  2.1  Registration  of  Transfer  of  Debentures.  This  Debenture,
                   ------------------------------------------
when  presented  for  registration  of  transfer,  shall  (if so required by the
Company) be duly endorsed, or be accompanied by a written instrument of transfer
in form reasonably satisfactory to the Company duly executed, by the Holder duly
authorized  in  writing.

     SECTION  2.2  Loss,  Theft,  Destruction  of  Debenture.  Upon  receipt  of
                   -----------------------------------------
evidence  satisfactory  to  the  Company  of  the  loss,  theft,  destruction or
mutilation  of  this  Debenture  and,  in  the  case  of any such loss, theft or
destruction,  upon  receipt  of indemnity or security reasonably satisfactory to
the  Company,  or,  in  the  case  of  any  such  mutilation, upon surrender and
cancellation  of  this  Debenture, the Company shall make, issue and deliver, in
lieu  of such lost, stolen, destroyed or mutilated Debenture, a new Debenture of
like  tenor and unpaid Principal Amount dated as of the date hereof (which shall
accrue  interest  from  the  most  recent  Interest Payment Due Date on which an
interest payment was made in full).  This Debenture shall be held and owned upon
the express condition that the provisions of this Section 2.2 are exclusive with
respect  to  the replacement of a mutilated, destroyed, lost or stolen Debenture
and shall preclude any and all other rights and remedies notwithstanding any law
or  statute  existing  or  hereafter enacted to the contrary with respect to the
replacement  of negotiable instruments or other securities without the surrender
thereof.

     SECTION  2.3  Who Deemed Absolute Owner. The Company may deem the Person in
                   -------------------------
whose  name  this  Debenture  shall be registered upon the registry books of the
Company  to  be,  and  may  treat  it  as,  the absolute owner of this Debenture
(whether  or  not  this Debenture shall be


                                        4
<PAGE>
overdue)  for the purpose of receiving payment of or on account of the Principal
Amount of this Debenture, for the conversion of this Debenture and for all other
purposes,  and  the Company shall not be affected by any notice to the contrary.
All  such  payments and such conversions shall be valid and effectual to satisfy
and discharge the liability upon this Debenture to the extent of the sum or sums
so  paid  or  the  conversion  or  conversions  so  made.

     SECTION  2.4 Repayment at Maturity. At the Maturity Date, the Company shall
                  ---------------------
repay  the  outstanding  Principal  Amount  of  this Debenture in whole in cash,
together  with all accrued and unpaid interest thereon, in cash, to the Maturity
Date.

                                    ARTICLE 3
                             CONVERSION OF DEBENTURE

     SECTION  3.1  Conversion;  Conversion  Price;  Valuation  Event. (a) At the
                   -------------------------------------------------
option  of  the  Holder,  this Debenture may be converted, either in whole or in
part,  up  to  the  full  Principal  Amount  hereof  (in increments of $1,000 in
Principal  Amount)  into Common Shares (calculated as to each such conversion to
the  nearest  1/100th  of  a  share),  at  any time and from time to time on any
Business  Day,  subject  to  compliance  with Section 3.2.  The number of Common
Shares  into which this Debenture may be converted is equal to (i) the Principal
Amount  of  the  Debenture  being converted at the Conversion Date (plus, at the
option  of  the  Holder,  any accrued and unpaid interest on the Debenture being
converted through the Conversion Date) divided by (ii) the Conversion Price.  In
addition,  the  Company shall pay to the Holder on the Conversion Date, in cash,
any accrued and unpaid interest on the Debenture being converted not included at
the  option  of  the Holder in clause (i) of the immediately preceding sentence.
The "CONVERSION PRICE" shall be equal to the lesser of (i) $0.50, or (ii) eighty
percent (80%) of the average of the three lowest Market Prices during the twenty
(20)  Trading  Days  prior  to  Holder's  election  to  convert  (a  "DISCOUNT
MULTIPLIER");  provided,  that  in  the event the Registration Statement has not
               --------
been  declared  effective  by  the  SEC  by the Deadline or, if the Registration
Statement  has  theretofore  been  declared  effective  but  is  not  thereafter
effective,  then  the  applicable  Discount  Multiplier  shall decrease by three
percentage  points  (3%)  for  each  month  or partial month occurring after the
Deadline  that the Registration Statement is not effective. If the Holder elects
to convert a portion of the Debenture and, on the day that the election is made,
the  Market  Price is $0.50 or below, the Company shall have the right to prepay
that  portion  of the Debenture that Holder elected to convert, plus any accrued
and  unpaid  interest, at 150% of such amount, provided however that the Company
shall  not  have  the  right  to prepay any portion of the Debenture that Holder
elects  to  convert  in  order to exercise its rights or satisfy its obligations
under the Put and Call Agreement between Nick VandenBrekel, Mark Mroczkowski and
Holder.  In  the  event  that  the  Company elects to prepay that portion of the
Debenture, Holder shall have the right to withdraw its Conversion Notice. Holder
may  not convert more than 10% of the original Principal Amount of the Debenture
per  calendar  month,  without  the  prior written consent of the Company, which
consent  may  be  withheld  in  the  Company's  sole  discretion.

          (b) Notwithstanding the provisions of Section 3.1(a), in the event the
Company's Registration Statement has not been declared effective by the Deadline
or, if the Registration Statement has theretofore been declared effective but is
not  thereafter  effective,  the  following  will  also apply in addition to any
damages  incurred  by  the  Holder  as  a  result  thereof:


                                        5
<PAGE>
               (i)  The  Holder  may  demand  repayment of one hundred and fifty
percent  (150%)  of  the  Principal  Amount  of the Debenture, together with all
accrued and unpaid interest thereon, in cash, at any time prior to the Company's
Registration  Statement being declared effective by the SEC or during the period
that the Company's Registration Statement is not effective, such repayment to be
made  within  three  (3)  business  days  of  such demand. In the event that the
Debenture  is  so  accelerated,  in addition to the repayment of one hundred and
fifty  percent  (150%) of the Principal Amount together with accrued interest as
aforesaid,  the  Company shall immediately issue and pay, as the case may be, to
the  Holder  50,000  Shares of Common Stock and $15,000 for each thirty (30) day
period,  or  portion  thereof,  during  which  the  Principal  Amount, including
interest thereon, remains unpaid, with the monthly payment amount to increase to
$20,000  for  each  thirty  (30) day period, or portion thereof, after the first
ninety  (90)  day  period;

               (ii)  If  the  Holder does not elect to accelerate the Debenture,
the Company shall immediately issue or pay, as the case may be, to Holder 50,000
Shares  of  Common Stock and $15,000 for each thirty (30) day period, or portion
thereof,  that  the  Registration  Statement  is not effective, with the monthly
payment  amount  to  increase  to  $20,000  for  each thirty (30) day period, or
portion  thereof,  after  the  first  ninety  (90)  day  period.

     SECTION  3.2  Exercise  of  Conversion  Privilege.  (a)  Conversion of this
                   -----------------------------------
Debenture  may  be exercised on any Business Day by the Holder by telecopying an
executed  and completed Conversion Notice to the Company prior to 5:00pm Eastern
Time  for  the  City  of  New  York.  Each  date on which a Conversion Notice is
telecopied  to the Company in accordance with the provisions of this Section 3.2
shall  constitute  a  Conversion Date.  The Company shall convert this Debenture
and  issue the Common Stock Issued at Conversion in the manner provided below in
this Section 3.2, and all voting and other rights associated with the beneficial
ownership  of  the Common Stock Issued at Conversion shall vest with the Holder,
effective  as  of  the  Conversion  Date at the time specified in the Conversion
Notice.  The  Conversion  Notice  also  shall  state  the  name  or  names (with
addresses)  of  the  persons  who  are to become the holders of the Common Stock
Issued  at  Conversion  in  connection  with  such  conversion.  As  promptly as
practicable  after the receipt of the Conversion Notice as aforesaid, but in any
event  not  more than five (5) Business Days after the Company's receipt of such
Conversion  Notice,  the  Company  shall  (i)  issue  the Common Stock Issued at
Conversion in accordance with the provisions of this Article 3 and (ii) cause to
be  mailed  for  delivery  by  overnight courier, or if a Registration Statement
covering  the  Common  Stock  has been declared effective by the SEC cause to be
electronically  transferred,  to  Holder  (x)  a  certificate  or certificate(s)
representing  the  number  of  Common  Shares to which the Holder is entitled by
virtue  of  such conversion, (y) cash, as provided in Section 3.3, in respect of
any  fraction of a Common Share deliverable upon such conversion and (z) cash or
shares  of  Common  Stock, as applicable, representing the amount of accrued and
unpaid  interest  on  this Debenture as of the Conversion Date.  Such conversion
shall  be deemed to have been effected on the Conversion Date , and at such time
the rights of the Holder of this Debenture, as such (except if and to the extent
that  any  Principal  Amount  thereof  remains unconverted), shall cease and the
Person  and Persons in whose name or names the Common Stock Issued at Conversion
shall be issuable shall be deemed to have become the holder or holders of record
of  the  Common  Shares  represented  thereby,  and  all voting and other rights
associated  with  the  beneficial  ownership of such Common Shares shall at such
time vest with such Person or Persons.  The Conversion Notice shall constitute a
contract  between the Holder


                                        6
<PAGE>
and  the Company, whereby the Holder shall be deemed to subscribe for the number
of  Common Shares which it will be entitled to receive upon such conversion and,
in payment and satisfaction of such subscription (and for any cash adjustment to
which  it  is entitled pursuant to Section 3.4), to surrender this Debenture and
to  release  the Company from all liability thereon (except if and to the extent
that  any  Principal  Amount  thereof  remains  unconverted).  No  cash  payment
aggregating  less  than  $1.00 shall be required to be given unless specifically
requested  by  the  Holder.

          (b)  If, at any time after the date of this Debenture, (i) the Company
challenges,  disputes  or  denies  the  right of the Holder hereof to effect the
conversion  of  this  Debenture  into  Common  Shares  or otherwise dishonors or
rejects  any  Conversion Notice delivered in accordance with this Section 3.2 or
(ii)  any  third  party who is not and has never been an Affiliate of the Holder
commences  any lawsuit or legal proceeding or otherwise asserts any claim before
any  court  or  public or governmental authority which seeks to challenge, deny,
enjoin, limit, modify, delay or dispute the right of the Holder hereof to effect
the  conversion of this Debenture into Common Shares, then the Holder shall have
the  right, by written notice to the Company, to require the Company to promptly
redeem  this Debenture for cash at one hundred and fifty (150%) of the Principal
Amount  thereof,  together  with  all accrued and unpaid interest thereon to the
date of redemption.  Under any of the circumstances set forth above, the Company
shall  be  responsible  for the payment of all costs and expenses of the Holder,
including  reasonable legal fees and expenses, as and when incurred in defending
itself  in  any such action or pursuing its rights hereunder (in addition to any
other  rights  of  the  Holder).

          (c)  The Holder shall be entitled to exercise its conversion privilege
notwithstanding  the commencement of any case under the Bankruptcy Code.  In the
event  the  Company  is  a  debtor under the Bankruptcy Code, the Company 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 Holder's conversion privilege.  The Company
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 conversion of this Debenture.  The
Company agrees, without cost or expense to the Holder, to take or consent to any
and  all  action  necessary  to  effectuate  relief  under  11  U.S.C. Sec. 362.

     SECTION  3.3  Fractional  Shares.  No  fractional  Common  Shares  or scrip
                   ------------------
representing fractional Common Shares shall be delivered upon conversion of this
Debenture.  Instead  of  any  fractional  Common Shares which otherwise would be
delivered  upon  conversion  of  this  Debenture,  the  Company shall pay a cash
adjustment  in  respect of such fraction in an amount equal to the same fraction
multiplied  by the Current Market Price on the Conversion Date.  No cash payment
of  less  than $1.00 shall be required to be given unless specifically requested
by  the  Holder.

     SECTION  3.4  Adjustments.  The  Conversion  Price and the number of shares
                   -----------
deliverable  upon  conversion  of  this Debenture are subject to adjustment from
time  to  time  as  follows:

          (i)  Reclassification,  Etc.  In case the Company shall reorganize its
               ----------------------
capital, reclassify its capital stock, consolidate or merge with or into another
Person  (where  the Company is not the survivor or where there is a change in or
distribution  with  respect  to  the Common


                                        7
<PAGE>
Stock  of  the  Company),  sell, convey, transfer or otherwise dispose of all or
substantially  all  its  property,  assets  or  business  to  another Person, or
effectuate  a  transaction  or series of related transactions in which more than
fifty  percent  (50%) of the voting power of the Company is disposed of (each, a
"FUNDAMENTAL  CORPORATE  CHANGE") and, pursuant to the terms of such Fundamental
Corporate  Change,  shares  of  common  stock  of  the  successor  or  acquiring
corporation, or any cash, shares of stock or other securities or property of any
nature  whatsoever (including warrants or other subscription or purchase rights)
in  addition  to  or  in  lieu  of  common  stock  of the successor or acquiring
corporation  ("OTHER  PROPERTY")  are  to  be  received by or distributed to the
holders  of Common Stock of the Company, then the Holder of this Debenture shall
have  the  right  thereafter,  at its sole option, to (x) require the Company to
prepay  this  Debenture  for cash at one hundred and fifty percent (150%) of the
Principal  Amount thereof, together with all accrued and unpaid interest thereon
to  the  date of prepayment, (y) receive the number of shares of common stock of
the successor or acquiring corporation or of the Company, if it is the surviving
corporation,  and  Other  Property  as is receivable upon or as a result of such
Fundamental Corporate Change by a holder of the number of shares of Common Stock
into  which  such  the outstanding portion of this Debenture may be converted at
the  Conversion Price applicable immediately prior to such Fundamental Corporate
Change  or  (z)  require the Company, or such successor, resulting or purchasing
corporation,  as  the  case  may  be,  to,  without  benefit  of  any additional
consideration  therefor,  execute  and  deliver  to  the Holder a debenture with
substantial  identical  rights, privileges, powers, restrictions and other terms
as  this  Debenture  in  an  amount  equal  to the amount outstanding under this
Debenture  immediately  prior to such Fundamental Corporate Change. For purposes
hereof,  "COMMON  STOCK OF THE SUCCESSOR OR ACQUIRING CORPORATION" shall include
stock of such corporation of any class which is not preferred as to dividends or
assets  over  any  other  class  of  stock  of such corporation and which is not
subject  to  prepayment  and  shall  also include any evidences of indebtedness,
shares  of  stock or other securities which are convertible into or exchangeable
for  any  such stock, either immediately or upon the arrival of a specified date
or  the  happening  of  a  specified  event  and any warrants or other rights to
subscribe  for  or  purchase  any  such  stock.  The  foregoing provisions shall
similarly  apply  to  successive  Fundamental  Corporate  Changes.

     SECTION  3.5  Certain  Conversion  Limits.
                   ---------------------------

     Notwithstanding anything herein to the contrary, if and to the extent that,
on  any date, the conversion by the Holder of this Debenture would result in the
Holder's being deemed the beneficial owner of more than five percent (5%) of the
then  Outstanding  shares  of  Common  Stock, then the Holder shall not have the
right,  and the Company shall not have the obligation, to convert any portion of
this  Debenture  as shall cause such Holder to be deemed the beneficial owner of
more  than  five  percent  (5%)  of the then Outstanding shares of Common Stock.

     SECTION  3.6  Surrender  of  Debentures.  Upon  any  redemption  of  this
                   -------------------------
Debenture  pursuant  to  Sections  3.2, 3.5 or 6.2, or upon maturity pursuant to
Section  2.4,  the  Holder  shall  either  deliver this Debenture by hand to the
Company  at its principal executive offices or surrender the same to the Company
at  such  address  by  nationally  recognized overnight courier.  Payment of the
redemption  price  or the amount due on maturity specified in Section 2.4, shall
be  made  by  the  Company  to  the Holder against receipt of this Debenture (as
provided in this Section 3.5) by wire transfer of immediately available funds to
such  account(s)  as  the Holder shall specify by written notice to the Company.
If  payment of such redemption price is not made in


                                        8
<PAGE>
full  by  the redemption date, or the amount due on maturity is not paid in full
by  the  Maturity  Date,  the  Holder shall again have the right to convert this
Debenture  as  provided  in  Article 3 hereof or to declare an Event of Default.

                                    ARTICLE 4
                        STATUS; RESTRICTIONS ON TRANSFER

     SECTION  4.1  Status  of  Debenture.  This  Debenture  constitutes a legal,
                   ---------------------
valid  and binding obligation of the Company, enforceable in accordance with its
terms  subject,  as  to  enforceability,  to general principles of equity and to
principles  of  bankruptcy, insolvency, reorganization and other similar laws of
general  applicability  relating  to or affecting creditors' rights and remedies
generally.

     SECTION  4.2  Restrictions  on  Transfer.  This  Debenture,  and any Common
                   --------------------------
Shares  deliverable  upon  the conversion hereof, have not been registered under
the  Securities  Act.  The  Holder  by accepting this Debenture agrees that this
Debenture  and the shares of Common Stock to be acquired as interest on and upon
conversion of this Debenture may not be assigned or otherwise transferred unless
and until (i) an exemption from registration exists and the Company has received
the  opinion of counsel for the Holder that this Debenture or such shares may be
sold  pursuant to an exemption from registration under the Securities Act and in
accordance  with  Rule  144  or  (ii)  a  registration statement relating to the
transfer  of  this  Debenture  or  such shares has been filed by the Company and
declared  effective  by  the  SEC.

     Each  certificate  for  shares  of Common Stock deliverable hereunder shall
bear  a  legend  as  follows  unless  and  until  such securities have been sold
pursuant  to  an  effective  registration  statement  under  the Securities Act:

          "The  securities  represented  by  this certificate have not
          been registered under the Securities Act of 1933, as amended
          (the  "Securities  Act").  The securities may not be offered
          for  sale, sold or otherwise transferred except (i) pursuant
          to  an effective registration statement under the Securities
          Act or (ii) pursuant to an exemption from registration under
          the  Securities  Act  in respect of which the issuer of this
          certificate  has received an opinion of counsel satisfactory
          to  the issuer of this certificate to such effect. Copies of
          the  agreement  covering both the purchase of the securities
          and  restrictions  on  their  transfer may be obtained at no
          cost by written request made by the holder of record of this
          certificate  to  the  Secretary  of  the  issuer  of  this
          certificate at the principal executive offices of the issuer
          of  this  certificate."

                                    ARTICLE 5
                                    COVENANTS

     SECTION  5.1  Conversion.  The  Company  shall  cause  the  transfer agent,
                   ----------
not  later  than  three  (3)  Business  Days  after  the  Company's receipt of a
Conversion  Notice,  to  issue and deliver to the Holder the requisite shares of
Common Stock Issued at Conversion. Such delivery


                                        9
<PAGE>
shall  be by electronic transfer if a Registration Statement covering the Common
Stock  has  been  declared  effective  by  the  SEC.

     SECTION  5.2  Notice  of  Default.  If  any  one or more events occur which
                   ------------------
constitute  or  which,  with notice, lapse of time, or both, would constitute an
Event  of  Default,  the  Company  shall  forthwith  give  notice to the Holder,
specifying the nature and status of the Event of Default or such other event(s),
as  the  case  may  be.

     SECTION  5.3  Payment  of  Obligations.  So long as this Debenture shall be
                   ------------------------
outstanding,  the Company shall pay, extend, or discharge at or before maturity,
all  its  respective  material  obligations  and liabilities, including, without
limitation,  tax  liabilities,  except  where  the same may be contested in good
faith  by  appropriate  proceedings.

     SECTION  5.4  Compliance  with  Laws.  So  long  as this Debenture shall be
                   ----------------------
outstanding,  the  Company  shall  comply  with all applicable laws, ordinances,
rules, regulations and requirements of governmental authorities, except for such
noncompliance  which  would  not have a material adverse effect on the business,
properties,  prospects,  condition  (financial  or  otherwise)  or  results  of
operations  of  the  Company  and  the  Subsidiaries.

     SECTION  5.5  Inspection  of  Property,  Books and Records. So long as this
                   ---------------------------------------------
Debenture  shall  be  outstanding, the Company shall keep proper books of record
and  account  in  which  full,  true  and  correct  entries shall be made of all
material  dealings  and transactions in relation to its business and activities.

                                    ARTICLE 6
                                    REMEDIES

     SECTION  6.1  Events  of  Default.  "EVENT OF DEFAULT" wherever used herein
                   -------------------
means  any  one  of  the  following  events  so  long  as this Debenture remains
outstanding:

          (i)  the  Company  shall  default  in  the  payment of principal of or
interest on this Debenture as and when the same shall be due and payable and, in
the  case  of  an interest payment default, such default shall continue for five
(5)  Business  Days after the date such interest payment was due, or the Company
shall  fail  to  perform  or  observe  in  any  other covenant, agreement, term,
provision,  undertaking  or  commitment  under  this  Debenture,  the Conversion
Warrants  (as  defined  in  the  Securities  Purchase Agreement), the Securities
Purchase  Agreement  or the Registration Rights Agreement and such default shall
continue  for  a  period  of  ten  (10)  Business Days after the delivery to the
Company  of  written  notice  that  the  Company  is  in  default  hereunder  or
thereunder;

          (ii)  any  of  the  representations  or warranties made by the Company
herein,  in the Securities Purchase Agreement, the Registration Rights Agreement
or  in  any  certificate  or financial or other written statements heretofore or
hereafter  furnished  by  or  on  behalf  of  the Company in connection with the
execution  and delivery of this Debenture, the Warrants, the Securities Purchase
Agreement or the Registration Rights Agreement shall be false or misleading in a
material  respect  on  the  Closing  Date;


                                       10
<PAGE>
          (iii)  under  the  laws  of  any jurisdiction not otherwise covered by
clauses  (iv) and (v) below, the Company or any Subsidiary (A) becomes insolvent
or generally not able to pay its debts as they become due, (B) admits in writing
its  inability  to pay its debts generally or makes a general assignment for the
benefit of creditors, (C) institutes or has instituted against it any proceeding
seeking  (x)  to  adjudicate  it  a  bankrupt  or  insolvent,  (y)  liquidation,
winding-up,  reorganization,  arrangement,  adjustment,  protection,  relief  or
composition of it or its debts under any law relating to bankruptcy, insolvency,
reorganization  or  relief  of  debtors  including  any  plan  of  compromise or
arrangement  or  other corporate proceeding involving or affecting its creditors
or  (z)  the  entry  of  an  order  for relief or the appointment of a receiver,
trustee  or  other  similar  person  for  it  or for any substantial part of its
properties  and  assets,  and  in  the  case  of  any  such  official proceeding
instituted  against it (but not instituted by it), either the proceeding remains
undismissed  or unstayed for a period of sixty (60) calendar days, or any of the
actions  sought  in  such proceeding (including the entry of an order for relief
against it or the appointment of a receiver, trustee, custodian or other similar
official for it or for any substantial part of its properties and assets) occurs
or  (D)  takes  any  corporate  action  to  authorize  any of the above actions;

          (iv)  the entry of a decree or order by a court having jurisdiction in
the premises adjudging the Company or any Subsidiary a bankrupt or insolvent, or
approving  as  properly  filed  a  petition seeking reorganization, arrangement,
adjustment  or  composition of or in respect of the Company under the Bankruptcy
Code  or  any  other  applicable Federal or state law, or appointing a receiver,
liquidator, assignee, trustee or sequestrator (or other similar official) of the
Company  or  of any substantial part of its property, or ordering the winding-up
or  liquidation  of  its  affairs, and any such decree or order continues and is
unstayed  and  in  effect  for  a  period  of  sixty  (60)  calendar  days;

          (v) the institution by the Company or any Subsidiary of proceedings to
be  adjudicated a bankrupt or insolvent, or the consent by it to the institution
of  bankruptcy  or  insolvency  proceedings against it, or the filing by it of a
petition  or  answer  or  consent  seeking  reorganization  or  relief under the
Bankruptcy  Code or any other applicable federal or state law, or the consent by
it  to  the  filing  of  any  such petition or to the appointment of a receiver,
liquidator, assignee, trustee or sequestrator (or other similar official) of the
Company  or  of  any substantial part of its property, or the making by it of an
assignment  for  the  benefit of creditors, or the admission by it in writing of
its  inability  to  pay  its debts generally as and when they become due, or the
taking  of  corporate  action  by the Company in furtherance of any such action;

          (vi)  a  final  judgment  or  final judgments for the payment of money
shall have been entered by any court or courts of competent jurisdiction against
the  Company and remains undischarged for a period (during which execution shall
be  effectively  stayed) of thirty (30) days, provided that the aggregate amount
                                              --------
of  all  such judgments at any time outstanding (to the extent not paid or to be
paid, as evidenced by a written communication to that effect from the applicable
insurer,  by  insurance)  exceeds  One  Hundred  Thousand  Dollars  ($100,000);

          (vii)  it  becomes  unlawful for the Company to perform or comply with
its  obligations  under  this  Debenture, the Conversion Warrant, the Securities
Purchase  Agreement  or  the  Registration  Rights  Agreement  in  any  respect;


                                       11
<PAGE>
          (viii)  the Common Shares shall be delisted from the NASDAQ OTCBB (the
"TRADING MARKET") or suspended from trading on the Trading Market, and shall not
be  reinstated,  relisted  or such suspension lifted, as the case may be, within
five  (5)  days  or;

     SECTION  6.2  Acceleration  of  Maturity;  Rescission  and Annulment. If an
                   ------------------------------------------------------
Event  of  Default  occurs  and  is  continuing, then and in every such case the
Holder  may,  by  a  notice  in  writing to the Company, rescind any outstanding
Conversion  Notice  and  declare that all amounts owing or otherwise outstanding
under  this  Debenture  are  immediately  due  and  payable  and  upon  any such
declaration this Debenture shall become immediately due and payable in cash at a
price  of  one hundred and fifty percent (150%) of the Principal Amount thereof,
together  with  all  accrued and unpaid interest thereon to the date of payment;
provided,  however,  in  the  case  of any Event of Default described in clauses
--------   -------
(iii), (iv), (v) or (vii) of Section 6.1, such amount automatically shall become
immediately  due  and payable without the necessity of any notice or declaration
as  aforesaid.

     SECTION  6.3  Late  Payment  Penalty.  If  any  portion of the principal of
                   ----------------------
or  interest on this Debenture shall not be paid within ten (10) days of when it
is  due,  the  Discount  Multiplier under this Debenture, and under all warrants
granted  by  the  Company  to the Holder, shall decrease by one percentage point
(1%)  for  all  conversions  of this Debenture and warrant exercises thereafter.

     SECTION  6.4  Maximum  Interest  Rate.  Notwithstanding  anything herein to
                   -----------------------
the contrary, if at any time the applicable interest rate as provided for herein
shall exceed the maximum lawful rate which may be contracted for, charged, taken
or  received  by  the Holder in accordance with any applicable law (the "MAXIMUM
RATE"),  the  rate  of interest applicable to this Debenture shall be limited to
the  Maximum  Rate.  To  the greatest extent permitted under applicable law, the
Company  hereby  waives and agrees not to allege or claim that any provisions of
this  Note  could give rise to or result in any actual or potential violation of
any  applicable  usury  laws.

     SECTION  6.5  Remedies Not Waived. No course of dealing between the Company
                   -------------------
and  the Holder or any delay in exercising any rights hereunder shall operate as
a  waiver  by  the  Holder.

                                    ARTICLE 7
                                  MISCELLANEOUS

     SECTION  7.1  Notice  of  Certain  Events. In the case of the occurrence of
                   ---------------------------
any event described in Section 3.4 of this Debenture, the Company shall cause to
be  mailed  to the Holder of this Debenture at its last address as it appears in
the  Company's  security  registry,  at  least  twenty  (20)  days  prior to the
applicable  record,  effective  or expiration date hereinafter specified (or, if
such  twenty  (20)  days'  notice is not possible, at the earliest possible date
prior  to  any  such  record,  effective  or expiration date), a notice thereof,
including, if applicable, a statement of (y) the date on which a record is to be
taken  for  the  purpose of such dividend, distribution, issuance or granting of
rights,  options  or warrants, or if a record is not to be taken, the date as of
which  the  holders  of  record of Common Stock to be entitled to such dividend,
distribution,  issuance  or  granting  of  rights, options or warrants are to be
determined  or  (z)  the  date  on  which  such reclassification, consolidation,


                                       12
<PAGE>
merger,  sale,  transfer,  dissolution, liquidation or winding-up is expected to
become effective, and the date as of which it is expected that holders of record
of  Common  Stock will be entitled to exchange their shares for securities, cash
or other property deliverable upon such reclassification, consolidation, merger,
sale  transfer,  dissolution,  liquidation  or  winding-up.

     SECTION  7.2  Register.  The  Company  shall keep at its principal office a
                   --------
register  in  which  the  Company  shall  provide  for  the registration of this
Debenture.  Upon  any  transfer  of this Debenture in accordance with Articles 2
and  4  hereof,  the  Company  shall  register  such  transfer  on the Debenture
register.

     SECTION  7.3  Withholding.  To  the  extent required by applicable law, the
                   -----------
Company may withhold amounts for or on account of any taxes imposed or levied by
or  on  behalf  of any taxing authority in the United States having jurisdiction
over  the  Company  from  any  payments  made  pursuant  to  this  Debenture.

     SECTION  7.4  Transmittal  of  Notices. Except as may be otherwise provided
                   ------------------------
herein,  any  notice  or  other  communication or delivery required or permitted
hereunder  shall  be  in  writing  and shall be delivered personally, or sent by
telecopier  machine or by a nationally recognized overnight courier service, and
shall  be deemed given when so delivered personally, or by telecopier machine or
overnight  courier  service  as  follows:

          (1)  if  to  the  Company,  to:

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

               with  a  copy  to:

               LEE  &  GODDARD,  LLP
               18500  Von  Karman  Avenue,  Suite  700
               Irvine,  CA  92629
               Attn:  Raymond  A.  Lee
               Telephone:     949-253-0500
               Facsimile:     949-253-0505

          (2)  if  to  the  Holder,  to:

               La  Jolla  Cove  Investors,  Inc.
               7817  Herschel  Avenue,  Suite  200
               La  Jolla,  California  92037
               Telephone:     858-551-8789
               Facsimile:     858-551-0987


                                       13
<PAGE>
Each  of  the  Holder  or the Company may change the foregoing address by notice
given  pursuant  to  this  Section  7.4.

     SECTION  7.5  Attorneys'  Fees.  Should  any  party  hereto  employ  an
                   -----------------
attorney  for  the  purpose  of  enforcing  or construing this Agreement, or any
judgment  based on this Agreement, in any legal proceeding whatsoever, including
insolvency, bankruptcy, arbitration, declaratory relief or other litigation, the
prevailing  party  shall  be entitled to receive from the other party or parties
thereto  reimbursement  for  all  reasonable  attorneys' fees and all reasonable
costs,  including  but not limited to service of process, filing fees, court and
court  reporter costs, investigative costs, expert witness fees, and the cost of
any bonds, whether taxable or not, and that such reimbursement shall be included
in  any  judgment  or  final  order  issued in that proceeding.  The "prevailing
party"  means  the  party determined by the court to most nearly prevail and not
necessarily  the  one  in  whose  favor  a  judgment  is  rendered.

     SECTION  7.6  Governing  Law.  This  Debenture  shall  be  governed by, and
                   --------------
construed  in  accordance  with,  the  laws  of the State of California (without
giving  effect  to  conflicts  of  laws  principles).  With respect to any suit,
action  or  proceedings  relating  to  this  Debenture,  the Company irrevocably
submits  to  the exclusive jurisdiction 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.  Subject  to  applicable law, the Company agrees that final
judgment against it in any legal action or proceeding arising out of or relating
to  this  Debenture  shall  be  conclusive  and  may  be  enforced  in any other
jurisdiction  within  or  outside  the  United States by suit on the judgment, a
certified  copy  of  which judgment shall be conclusive evidence thereof and the
amount  of  its  indebtedness,  or  by  such  other  means  provided  by  law.

     SECTION  7.7  Headings.  The  headings of the Articles and Sections of this
                   --------
Debenture are inserted for convenience only and do not constitute a part of this
Debenture.

     SECTION 7.8 Payment Dates. Whenever any payment hereunder shall be due on a
                 -------------
day other than a Business Day, such payment shall be made on the next succeeding
Business  Day.

     SECTION  7.9 Binding Effect. Each Holder by accepting this Debenture agrees
                  --------------
to  be  bound  by  and  comply  with the terms and provisions of this Debenture.

     SECTION  7.10  No  Stockholder Rights. Except as otherwise provided herein,
                    ----------------------
this  Debenture  shall  not  entitle  the  Holder  to  any  of  the  rights of a
stockholder of the Company, including, without limitation, the right to vote, to
receive  dividends  and  other distributions, or to receive any notice of, or to
attend, meetings of stockholders or any other proceedings of the Company, unless
and  to  the extent converted into shares of Common Stock in accordance with the
terms  hereof.

     SECTION  7.11  Facsimile  Execution.  Facsimile  execution  shall be deemed
                    --------------------
originals.


                                       14
<PAGE>
     IN  WITNESS  WHEREOF, the Company has caused this Debenture to be signed by
its  duly  authorized  officer  on  the  date  of  this  Debenture.


                                               Sequiam  Corporation


                                               By:
                                                  ------------------------------


                                               Title:
                                                     ---------------------------




                                       15
<PAGE>
                                    EXHIBIT A
                           DEBENTURE CONVERSION NOTICE


TO:   Sequiam Corporation


     The undersigned owner of this 8 % Convertible Debenture due March ___, 2005
(the  "DEBENTURE")  issued  by  Sequiam  Corporation  (the  "COMPANY")  hereby
irrevocably  exercises its option to convert $__________ Principal Amount of the
Debenture  [and  accrued and unpaid interest thereon to the date of this Notice]
into  shares of Common Stock in accordance with the terms of the Debenture.  The
undersigned hereby instructs the Company to convert the portion of the Debenture
specified  above  into shares of Common Stock Issued at Conversion in accordance
with the provisions of Article 3 of the Debenture.  The undersigned directs that
the  Common  Stock  and  certificates  therefor deliverable upon conversion, the
Debenture  reissued in the Principal Amount not being surrendered for conversion
hereby,  [the  check  or  shares  of  Common Stock in payment of the accrued and
unpaid  interest thereon to the date of this Notice,] together with any check in
payment  for  fractional  Common  Stock,  be  registered  in  the name of and/or
delivered  to  the undersigned unless a different name has been indicated below.
All  capitalized  terms used and not defined herein have the respective meanings
assigned  to  them  in  the  Debenture.  The conversion pursuant hereto shall be
deemed  to  have been effected at the date and time specified below, and at such
time  the  rights  of the undersigned as a Holder of the Principal Amount of the
Debenture set forth above shall cease and the Person or Persons in whose name or
names  the Common Stock Issued at Conversion shall be registered shall be deemed
to  have become the holder or holders of record of the Common Shares represented
thereby and all voting and other rights associated with the beneficial ownership
of  such  Common  Shares  shall  at  such time vest with such Person or Persons.

Date and time: __________________


_________________________________

By:  ____________________________

Title:  _________________________

Fill in for registration of Debenture:
Please print name and address
(including ZIP code number):

_________________________________

_________________________________

_________________________________



                                         A-1
<PAGE>