Exhibit 4.5

                          REGISTRATION RIGHTS AGREEMENT

          Registration  Rights  Agreement  dated  as  of  March  ___, 2003 (this
"AGREEMENT")  by and between Sequiam Corporation, a California corporation, with
principal  executive offices located at 300 Sunport Lane, Orlando, Florida 32809
(the  "COMPANY"),  and  La  Jolla Cove Investors, Inc. (the "INITIAL INVESTOR").

          WHEREAS,  upon  the  terms  and  subject  to  the  conditions  of  the
Securities  Purchase  Agreement  dated as of March ___, 2003, by and between the
Initial  Investor  and  the  Company  (the "SECURITIES PURCHASE AGREEMENT"), the
Company  has  agreed to issue and sell to the Initial Investor a 8 % Convertible
Debenture  (the "DEBENTURE") of the Company in the aggregate principal amount of
$300,000  which,  upon  the  terms  of  and  subject to the conditions contained
therein,  is  convertible into shares of the Company's Common Stock (the "COMMON
STOCK")  ;  and

          WHEREAS,  to  induce  the  Initial Investor to execute and deliver the
Securities Purchase Agreement, the Company has agreed to provide with respect to
the  Common Stock issued upon conversion of the Debenture and the Warrant Shares
certain  registration  rights  under  the  Securities  Act;

          NOW,  THEREFORE,  in  consideration  of  the  premises  and the mutual
covenants  contained  herein, the parties hereto, intending to be legally bound,
hereby  agree  as  follows:

          1.  Definitions

          (A)  As  used  in  this  Agreement, the following terms shall have the
meanings:

               (1)  "AFFILIATE"  of  any specified Person means any other Person
who  directly,  or  indirectly through one or more intermediaries, is in control
of,  is  controlled  by, or is under common control with, such specified Person.
For  purposes  of this definition, control of a Person means the power, directly
or  indirectly,  to direct or cause the direction of the management and policies
of  such Person whether by contract, securities, ownership or otherwise; and the
terms "CONTROLLING" and "CONTROLLED" have the respective meanings correlative to
the  foregoing.

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

               (3)  "COMMISSION" means the Securities and Exchange Commission.

               (4)  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended,  and  the  rules  and  regulations of the Commission thereunder, or any
similar  successor  statute.

               (5)  "INVESTOR"  means  each  of  the  Initial  Investor  and any
transferee or assignee of Registrable Securities which agrees to become bound by
all  of  the terms and provisions of this Agreement in accordance with Section 8
hereof.


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               (6)  "PERSON"  means  any  individual,  partnership, corporation,
limited  liability  company,  joint  stock  company,  association,  trust,
unincorporated  organization, or a government or agency or political subdivision
thereof.

               (7)  "PROSPECTUS"  means  the  prospectus  (including,  without
limitation,  any  preliminary prospectus and any final prospectus filed pursuant
to Rule 424(b) under the Securities Act, including any prospectus that discloses
information  previously  omitted from a prospectus filed as part of an effective
registration  statement  in  reliance  on  Rule  430A  under the Securities Act)
included  in  the  Registration  Statement,  as  amended  or supplemented by any
prospectus  supplement  with respect to the terms of the offering of any portion
of  the  Registrable Securities covered by the Registration Statement and by all
other  amendments  and  supplements  to  such prospectus, including all material
incorporated  by  reference in such prospectus and all documents filed after the
date  of  such prospectus by the Company under the Exchange Act and incorporated
by  reference  therein.

               (8)  "PUBLIC  OFFERING"  means  an  offer  registered  with  the
Commission  and  the  appropriate state securities commissions by the Company of
its Common Stock and made pursuant to the Securities Act.

               (9)  "REGISTRABLE  SECURITIES"  means  the Common Stock issued or
issuable  (i)  upon  conversion or redemption of the Debenture, (ii) exercise of
the  Conversion  Warrants  and (iii) pursuant to the terms and provisions of the
Debenture  or  the  Securities Purchase Agreement; provided, however, a share of
                                                   --------  -------
Common  Stock  shall  cease  to  be  a Registrable Security for purposes of this
Agreement when it no longer is a Restricted Security.

               (10)  "REGISTRATION  STATEMENT" means a registration statement of
the  Company filed on an appropriate form under the Securities Act providing for
the  registration  of,  and  the  sale  on  a continuous or delayed basis by the
Initial  Investor  pursuant  to Rule 415 under the Securities Act, including the
Prospectus  contained therein and forming a part thereof, any amendments to such
registration  statement  and supplements to such Prospectus, and all exhibits to
and  other material incorporated by reference in such registration statement and
Prospectus.

               (11) "RESTRICTED SECURITY" means any share of Common Stock issued
upon  conversion or redemption of the Debenture or Warrant except any such share
that  (i)  has  been  registered pursuant to an effective registration statement
under  the  Securities  Act  and sold in a manner contemplated by the prospectus
included in such registration statement, (ii) has been transferred in compliance
with  the  resale  provisions  of  Rule  144  under  the  Securities Act (or any
successor  provision  thereto)  or  is transferable pursuant to paragraph (k) of
Rule  144 under the Securities Act (or any successor provision thereto) or (iii)
otherwise  has  been  transferred and a new share of Common Stock not subject to
transfer  restrictions  under  the  Securities  Act  has been delivered by or on
behalf  of  the  Company.

               (12)  "SECURITIES  ACT"  means  the  Securities  Act  of 1933, as
amended,  and  the  rules  and  regulations of the Commission thereunder, or any
similar  successor  statute.

          (B)  All  capitalized  terms  used  and  not  defined  herein have the
respective  meaning assigned to them in the Securities Purchase Agreement or the
Debenture.


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<PAGE>
          2.  Registration
              ------------

          (A)  FILING  AND  EFFECTIVENESS OF REGISTRATION STATEMENT. The Company
shall prepare and file with the Commission as soon as practicable a Registration
Statement relating to the offer and sale of the Registrable Securities and shall
use  its  best  efforts  to  cause  the  Commission to declare such Registration
Statement  effective  under the Securities Act as promptly as practicable but in
no  event  later  than  the Deadline (as defined in the Debenture) . The Company
shall  promptly  (and,  in any event, no more than one (1) business day after it
receives comments from the Commission), notify the Buyer when and if it receives
any  comments  from  the  Commission  on the Registration Statement and promptly
forward  a  copy of such comments, if they are in writing, to the Buyer. At such
time  after  the  filing  of the Registration Statement pursuant to this Section
2(A)  as  the  Commission indicates, either orally or in writing, that it has no
further  comments  with  respect  to  such  Registration Statement or that it is
willing  to  entertain appropriate requests for acceleration of effectiveness of
such  Registration  Statement, the Company shall promptly, and in no event later
than two (2) business days after receipt of such indication from the Commission,
request  that  the  effectiveness  of such Registration Statement be accelerated
within  forty-eight  (48) hours of the Commission's receipt of such request. The
Company  shall  notify  the  Initial  Investor  by  written  notice  that  such
Registration  Statement has been declared effective by the Commission within one
(1)  business  day  of  such  declaration  by  the  Commission.

          (B)  ELIGIBILITY FOR USE OF FORM S-3 OR AN SB-2. The Company shall, if
available  to the Company, use the Securities Act Registration Statement on Form
S-3  or  SB-2 and it shall file all reports and information required to be filed
by  it  with the Commission in a timely manner and take all such other action so
as  to  maintain  such  eligibility  for  the  use  of  such  form.

          (C) ADDITIONAL REGISTRATION STATEMENT. In the event the Current Market
Price  declines  to  a  price  per share the result of which is that the Company
cannot  satisfy  its  conversion  obligations to Initial Investor hereunder, the
Company  shall,  to  the  extent  required  by  the  Securities Act (because the
additional  shares were not covered by the Registration Statement filed pursuant
to  Section  2(a)),  as  reasonably  determined by the Initial Investor, file an
additional Registration Statement with the Commission for such additional number
of  Registrable Securities as would be issuable upon conversion of the Debenture
(the  "ADDITIONAL  REGISTRABLE  SECURITIES")  in  addition  to  those previously
registered.  The Company shall, to the extent required by the Securities Act, as
reasonably  determined  by  the  Initial  Investor,  prepare  and  file with the
Commission  not  later  than  the  30th day thereafter, a Registration Statement
relating  to  the  offer  and sale of such Additional Registrable Securities and
shall  use its best efforts to cause the Commission to declare such Registration
Statement  effective under the Securities Act as promptly as practicable but not
later  than  the Deadline. The Company shall not include any other securities in
the  Registration  Statement  relating  to the offer and sale of such Additional
Registrable  Securities.

          (D)       (i) If the Company proposes to register any of its warrants,
Common  Stock  or  any  other  shares  of  common stock of the Company under the
Securities  Act  (other  than  a  registration  (A)  on  Form  S-8 or S-4 or any
successor  or similar forms, (B) relating to Common Stock or any other shares of
common  stock of the Company issuable upon exercise of employee share options or
in connection with any employee benefit or similar plan of the Company or (C) in


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<PAGE>
connection  with  a  direct  or  indirect  acquisition by the Company of another
Person  or  any  transaction  with  respect  to which Rule 145 (or any successor
provision)  under  the  Securities Act applies), whether or not for sale for its
own account, it will each such time, give prompt written notice at least 20 days
prior  to  the anticipated filing date of the registration statement relating to
such  registration  to  the  Initial Investor, and shall offer such Investor the
opportunity to include in such registration statement such number of Registrable
Securities  as  such  Investor  may  request.  Upon  the  written request of the
Initial  Investor  made  within  10  days  after  the receipt of notice from the
Company  (which  request  shall  specify  the  number  of Registrable Securities
intended  to  be  disposed  of  by such Investor), the Company will use its best
efforts  to  effect the registration under the Securities Act of all Registrable
Securities  that  the  Company  has been so requested to register by the Initial
Investor,  to  the extent requisite to permit the disposition of the Registrable
Securities so to be registered; provided, however, that (A) if such registration
                                --------  -------
involves  a  Public  Offering,  the  Initial  Investor must sell its Registrable
Securities  to any underwriters selected by the Company with the consent of such
Investor on the same terms and conditions as apply to the Company and (B) if, at
any  time  after  giving  written  notice  of  its  intention  to  register  any
Registrable  Securities  pursuant  to  this Section 2 and prior to the effective
date  of  the registration statement filed in connection with such registration,
the  Company  shall  determine  for  any reason not to register such Registrable
Securities,  the  Company shall give written notice to the Initial Investor and,
thereupon,  shall  be  relieved  of  its  obligation to register any Registrable
Securities  in  connection  with  such  registration.  The Company's obligations
under  this  Section  2(D)  shall  terminate  on  the date that the registration
statement  to  be filed in accordance with Section 2(A) is declared effective by
the  Commission.

               (ii)  If  a  registration  pursuant to this Section 2(D) involves
a Public Offering and the managing underwriter thereof advises the Company that,
in  its  view,  the  number  of  shares of Common Stock that the Company and the
Initial  Investor  intend  to  include  in such registration exceeds the largest
number  of  shares  of  Common  Stock that can be sold without having an adverse
effect  on  such Public Offering (the "MAXIMUM OFFERING SIZE"), the Company will
include  in such registration only such number of shares of Common Stock as does
not  exceed  the  Maximum Offering Size, and the number of shares in the Maximum
Offering Size shall be allocated among the Company, the Initial Investor and any
other  sellers  of Common Stock in such Public Offering ("THIRD-PARTY SELLERS"),
on  the  basis  of  the  relative  number  of  shares of Common Stock originally
proposed to be offered for sale under such registration by the Initial Investor,
the  Company  and the Third-Party Sellers, as the case may be. If as a result of
the  proration  provisions of this Section 2(D)(ii), the Initial Investor is not
entitled  to  include all such Registrable Securities in such registration, such
Investor may elect to withdraw its request to include any Registrable Securities
in  such  registration.  With  respect to registrations pursuant to this Section
2(D),  the  number  of  securities  required  to  satisfy  any  underwriters'
over-allotment option shall be allocated among the Company, the Initial Investor
and  any  Third  Party  Seller  pro  rata on the basis of the relative number of
securities  offered  for  sale  under  such  registration by each of the Initial
Investor,  the  Company  and any such Third Party Sellers before the exercise of
such  over-allotment  option.

          3.  Obligations  of  the  Company
              -----------------------------

          In connection with the registration of the Registrable Securities, the
Company  shall:


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<PAGE>
          (A)  Promptly (i) prepare and file with the Commission such amendments
(including  post-effective  amendments)  to  the  Registration  Statement  and
supplements  to  the  Prospectus  as  may  be necessary to keep the Registration
Statement  continuously  effective  and in compliance with the provisions of the
Securities  Act  applicable  thereto so as to permit the Prospectus forming part
thereof  to  be  current  and useable by the Initial Investor for resales of the
Registrable  Securities  for  a period of three (3) years from the date on which
the  Registration  Statement  is first declared effective by the Commission (the
"EFFECTIVE  TIME")  or  such  shorter  period  that  will terminate when all the
Registrable  Securities  covered  by  the  Registration Statement have been sold
pursuant  thereto  in  accordance  with the plan of distribution provided in the
Prospectus,  transferred  pursuant  to  Rule  144  under  the  Securities Act or
otherwise transferred in a manner that results in the delivery of new securities
     not  subject  to  transfer  restrictions  under  the  Securities  Act  (the
"REGISTRATION PERIOD") and (ii) take all lawful action such that each of (A) the
Registration  Statement  and  any  amendment  thereto  does not, when it becomes
effective,  contain  an  untrue  statement of a material fact or omit to state a
material  fact required to be stated therein or necessary to make the statements
therein,  not misleading and (B) the Prospectus forming part of the Registration
Statement,  and any amendment or supplement thereto, does not at any time during
the  Registration  Period include an untrue statement of a material fact or omit
to  state a material fact required to be stated therein or necessary to make the
statements  therein,  in  light of the circumstances under which they were made,
not  misleading;

          (B)  During the Registration Period, comply with the provisions of the
Securities Act with respect to the Registrable Securities of the Company covered
     by  the  Registration  Statement until such time as all of such Registrable
Securities  have  been  disposed  of  in accordance with the intended methods of
disposition  by the Investors as set forth in the Prospectus forming part of the
Registration  Statement;

          (C)  (i)  Prior  to the filing with the Commission of any Registration
Statement (including any amendments thereto) and the distribution or delivery of
any  Prospectus  (including  any  supplements thereto), provide (A) draft copies
thereof  to the Initial Investor and reflect in such documents all such comments
as  the Initial Investor (and its counsel) reasonably may propose and (B) to the
Initial Investor a copy of the accountant's consent letter to be included in the
filing and (ii) furnish to the Initial Investor whose Registrable Securities are
included  in  the Registration Statement and its legal counsel identified to the
Company, (A) promptly after the same is prepared and publicly distributed, filed
with  the  Commission,  or received by the Company, one copy of the Registration
Statement,  each  Prospectus,  and  each amendment or supplement thereto and (B)
such  number  of  copies  of  the  Prospectus and all amendments and supplements
thereto  and  such  other  documents, as such Investor may reasonably request in
order  to facilitate the disposition of the Registrable Securities owned by such
Investor;

          (D)  (i) Register or qualify the Registrable Securities covered by the
Registration  Statement  under  such  securities  or  "blue  sky"  laws  of  the
jurisdiction of the Initial Investor, (ii) prepare and file in such jurisdiction
such  amendments  (including  post-effective amendments) and supplements to such
registrations  and  qualifications  as  may  be  necessary  to  maintain  the
effectiveness  thereof  at  all times during the Registration Period, (iii) take
all such other lawful actions as may be necessary to maintain such registrations
and  qualifications  in  effect  at all times during the Registration Period and
(iv)  take  all  such  other lawful actions reasonably necessary or advisable to
qualify  the  Registrable  Securities  for  sale in such jurisdiction; provided,
                                                                       --------
however,  that the Company shall not be required in connection therewith or as a
-------


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condition  thereto  to  (A)  qualify to do business in any jurisdiction where it
would  not  otherwise  be  required  to  qualify  but for this Section 3(D), (B)
subject  itself  to  general  taxation  in  any  such jurisdiction or (C) file a
general  consent  to  service  of  process  in  any  such  jurisdiction;

          (E)  As  promptly  as  practicable after becoming aware of such event,
notify the Initial Investor of the occurrence of any event, as a result of which
the  Prospectus  included  in  the  Registration  Statement,  as then in effect,
includes  an  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,
in  light  of  the circumstances under which they were made, not misleading, and
promptly  prepare  an  amendment to the Registration Statement and supplement to
the  Prospectus  to  correct  such  untrue  statement or omission, and deliver a
number  of  copies  of  such  supplement  and amendment to each Investor as such
Investor  may  reasonably  request;

          (F)  As  promptly  as  practicable after becoming aware of such event,
notify  the Initial Investor who holds Registrable Securities being sold (or, in
the  event  of  an  underwritten  offering,  the  managing  underwriters) of the
issuance  by  the  Commission  of  any  stop  order  or  other suspension of the
effectiveness  of  the  Registration Statement at the earliest possible time and
take  all  lawful  action to effect the withdrawal, recession or removal of such
stop  order  or  other  suspension;

          (G)  Cause  all the Registrable Securities covered by the Registration
Statement  to  be  listed  on  the  principal  national securities exchange, and
included in an inter-dealer quotation system of a registered national securities
     association,  on  or in which securities of the same class or series issued
by  the  Company  are  then  listed  or  included;

          (H)  Maintain  a  transfer  agent and registrar, which may be a single
entity,  for the Registrable Securities not later than the effective date of the
Registration  Statement;

          (I)  Cooperate  with  the  Initial  Investor  who  holds  Registrable
Securities  being  offered  to facilitate the timely preparation and delivery of
certificates  for  the  Registrable  Securities  to  be  offered pursuant to the
registration  statement  and  enable  such  certificates  for  the  Registrable
Securities  to  be  in such denominations or amounts, as the case may be, as the
Initial  Investor  reasonably  may  request  and registered in such names as the
Initial  Investor  may  request;  and,  within  three  (3) business days after a
registration  statement  which  includes  Registrable  Securities  is  declared
effective  by  the  Commission,  deliver and cause legal counsel selected by the
Company  to  deliver  to the transfer agent for the Registrable Securities (with
copies to the Initial Investor whose Registrable Securities are included in such
registration statement) an appropriate instruction and, to the extent necessary,
an  opinion  of  such  counsel;

          (J)  Take  all  such  other  lawful  actions  reasonably  necessary to
expedite  and  facilitate  the  disposition  by  the  Initial  Investor  of  its
Registrable Securities in accordance with the intended methods therefor provided
in  the  Prospectus  which  are  customary  under  the  circumstances;

          (K)  In  the  event  of  an underwritten offering, promptly include or
incorporate  in  a  Prospectus  supplement  or  post-effective  amendment to the
Registration  Statement such information as the managers reasonably agree should
be included therein and to which the Company does not reasonably object and make
all  required  filings of such Prospectus supplement or post-effective amendment


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as  soon  as  practicable  after it is notified of the matters to be included or
incorporated in such Prospectus supplement or post-effective amendment;

          (L)  (i)  Make  reasonably  available  for  inspection  by the Initial
Investor,  any  underwriter  participating  in  any  disposition pursuant to the
Registration  Statement, and any attorney, accountant or other agent retained by
such Investors or any such underwriter all relevant financial and other records,
pertinent  corporate  documents  and  properties  of  the  Company  and  its
subsidiaries,  and (ii) cause the Company's officers, directors and employees to
supply  all  information  reasonably  requested  by  such  Investors or any such
underwriter,  attorney,  accountant or agent in connection with the Registration
Statement, in each case, as is customary for similar due diligence examinations;
provided,  however,  that  all  records,  information  and  documents  that  are
--------   -------
designated  in  writing  by  the  Company,  in  good  faith,  as  confidential,
proprietary  or  containing  any  material  nonpublic  information shall be kept
confidential by such Investors and any such underwriter, attorney, accountant or
agent  (pursuant  to an appropriate confidentiality agreement in the case of any
such  holder  or  agent),  unless  such  disclosure is made pursuant to judicial
process  in  a  court  proceeding (after first giving the Company an opportunity
promptly  to  seek  a  protective  order  or  otherwise  limit  the scope of the
information  sought  to  be  disclosed)  or is required by law, or such records,
information  or  documents become available to the public generally or through a
third  party  not in violation of an accompanying obligation of confidentiality;
and  provided,  further,  that,  if  the  foregoing  inspection  and information
     --------   -------
gathering  would  otherwise  disrupt the Company's conduct of its business, such
inspection  and  information gathering shall, to the maximum extent possible, be
coordinated  on  behalf  of  the Initial Investor and the other parties entitled
thereto  by  one  firm  of  counsel designed by and on behalf of the majority in
interest  of  the  Initial  Investor  and  other  parties;

          (M)  In  connection  with  any  underwritten  offering,  make  such
representations  and  warranties  to  the  Investors  participating  in  such
underwritten  offering  and to the managers, in form, substance and scope as are
customarily  made  by  the  Company  to  underwriters  in secondary underwritten
offerings;

          (N)  In  connection with any underwritten offering, obtain opinions of
counsel  to  the  Company  (which  counsel  and  opinions  (in  form,  scope and
substance)  shall  be  reasonably satisfactory to the managers) addressed to the
underwriters,  covering  such  matters  as  are  customarily covered in opinions
requested  in secondary underwritten offerings (it being agreed that the matters
to be covered by such opinions shall include, without limitation, as of the date
of  the  opinion  and  as of the Effective Time of the Registration Statement or
most  recent  post-effective  amendment thereto, as the case may be, the absence
from  the  Registration  Statement  and  the Prospectus, including any documents
incorporated  by reference therein, of an untrue statement of a material fact or
the  omission  of  a material fact required to be stated therein or necessary to
make  the  statements  therein  (in  the case of the Prospectus, in light of the
circumstances  under  which they were made) not misleading, subject to customary
limitations);

          (O)  In  connection  with  any  underwritten  offering,  obtain  "cold
comfort"  letters and updates thereof from the independent public accountants of
the  Company  (and, if necessary, from the independent public accountants of any
subsidiary  of  the  Company or of any business acquired by the Company, in each
case  for  which financial statements and financial data are, or are required to
be,  included  in  the  Registration  Statement),  addressed to each underwriter
participating  in  such  underwritten offering (if such underwriter has provided


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such  letter,  representations  or documentation, if any, required for such cold
comfort  letter  to  be so addressed), in customary form and covering matters of
the  type  customarily  covered  in  "cold  comfort"  letters in connection with
secondary  underwritten  offerings;

          (P)  In  connection  with  any  underwritten  offering,  deliver  such
documents  and  certificates  as  may be reasonably required by the managers, if
any,  and

          (Q)  In  the  event  that  any  broker-dealer  registered  under  the
Exchange Act shall be an "AFFILIATE" (as defined in Rule 2729(b)(1) of the rules
and  regulations  of  the  National Association of Securities Dealers, Inc. (the
"NASD  RULES")  (or  any  successor  provision thereto)) of the Company or has a
"CONFLICT  OF INTEREST" (as defined in Rule 2720(b)(7) of the NASD Rules (or any
successor  provision  thereto))  and  such  broker-dealer  shall  underwrite,
participate  as a member of an underwriting syndicate or selling group or assist
in  the  distribution  of any Registrable Securities covered by the Registration
Statement,  whether  as  a  holder  of  such  Registrable  Securities  or  as an
underwriter,  a  placement  or  sales  agent  or  a  broker or dealer in respect
thereof,  or otherwise, the Company shall assist such broker-dealer in complying
with  the  requirements of the NASD Rules, including, without limitation, by (A)
engaging  a  "QUALIFIED INDEPENDENT UNDERWRITER" (as defined in Rule 2720(b)(15)
of  the  NASD  Rules  (or  any  successor  provision  thereto))  at  the Initial
Investor's  sole  cost  and  expense  to  participate  in the preparation of the
Registration  Statement  relating  to  such  Registrable Securities, to exercise
usual  standards of due diligence in respect thereof and to recommend the public
offering  price  of such Registrable Securities, (B) indemnifying such qualified
independent  underwriter  to  the  extent of the indemnification of underwriters
provided  in  Section  6  hereof  and  (C)  providing  such  information to such
broker-dealer  as may be required in order for such broker-dealer to comply with
the  requirements  of  the  NASD  Rules.

          4.  Obligations  of  the  Investors
              -------------------------------

          In connection with the registration of the Registrable Securities, the
Investors  shall  have  the  following  obligations:

          (A)  It  shall  be  a  condition  precedent  to the obligations of the
Company  to complete the registration pursuant to this Agreement with respect to
the  Registrable  Securities  of  the  Initial Investor that such Investor shall
furnish  to  the  Company  such  information  regarding  itself, the Registrable
Securities  held by it and the intended method of disposition of the Registrable
Securities held by it as shall be reasonably required to effect the registration
of  such  Registrable  Securities and shall execute such documents in connection
with such registration as the Company may reasonably request;

          (B)  The  Initial  Investor  by  its  acceptance  of  the  Registrable
Securities  agrees  to  cooperate  with  the  Company  in  connection  with  the
preparation  and  filing  of  the  Registration Statement hereunder, unless such
Investor  has  notified the Company in writing of its election to exclude all of
its  Registrable  Securities  from  the  Registration  Statement;  and

          (C)  The Initial Investor agrees that, upon receipt of any notice from
the Company of the occurrence of any event of the kind described in Section 3(E)
or  3(F),  it  shall  immediately  discontinue  its  disposition  of Registrable
Securities  pursuant  to  the  Registration  Statement covering such Registrable
Securities  until  such  Investor's receipt of the copies of the supplemented or
amended  Prospectus  contemplated  by  Section  3(E)  and, if so directed by the


                                        8
<PAGE>
Company,  such  Investor  shall  deliver  to  the Company (at the expense of the
Company)  or  destroy  (and deliver to the Company a certificate of destruction)
all  copies  in  such  Investor's  possession,  of  the Prospectus covering such
Registrable  Securities  current  at  the  time  of  receipt  of  such  notice.

          5.  Expenses  of  Registration
              --------------------------

          All  expenses,  other  than  underwriting  discounts  and commissions,
incurred in connection with registrations, filings or qualifications pursuant to
Section  3,  but  including,  without limitation, all registration, listing, and
qualifications  fees, printing and engraving fees, accounting fees, and the fees
and  disbursements  of  counsel  for the Company, and the reasonable fees of one
firm  of  counsel  to  the  holders of a majority in interest of the Registrable
Securities  shall  be  borne  by  the  Company.

          6.  Indemnification  and  Contribution
              ----------------------------------

          (A)  INDEMNIFICATION  BY  THE COMPANY. The Company shall indemnify and
hold  harmless each Investor and each underwriter, if any, which facilitates the
disposition of Registrable Securities, and each of their respective officers and
directors  and  each person who controls such Investor or underwriter within the
meaning  of  Section  15 of the Securities Act or Section 20 of the Exchange Act
(each  such  person  being  sometimes hereinafter referred to as an "INDEMNIFIED
PERSON")  from  and against any losses, claims, damages or liabilities, joint or
several,  to  which  such  Indemnified  Person  may  become  subject  under  the
Securities  Act  or  otherwise,  insofar  as  such  losses,  claims,  damages or
liabilities  (or  actions  in respect thereof) arise out of or are based upon an
untrue  statement  of  a  material fact made by the Company and contained in any
Registration  Statement  or  Prospectus,  or  an omission or alleged omission to
state  therein  a  material fact required to be stated therein by the Company or
necessary  to make the statements made therein by the Company, not misleading, ,
in  the  light  of the circumstances under which they were made, not misleading;
and  the  Company  hereby  agrees  to  reimburse such Indemnified Person for all
reasonable  legal  and  other  expenses  incurred  by  them  in  connection with
investigating  or  defending  any such action or claim as and when such expenses
are  incurred;  provided,  however,  that the Company shall not be liable to any
                --------   -------
such  Indemnified  Person  in  any  such  case to the extent that any such loss,
claim,  damage  or  liability  arises  out  of  or  is  based upon (i) an untrue
statement  or  alleged  untrue  statement  made  in,  or  an omission or alleged
omission from, such Registration Statement or Prospectus in reliance upon and in
conformity with written information furnished to the Company by such Indemnified
Person  or  (ii) in the case of the occurrence of an event of the type specified
in  Section  3(E), the use by the Indemnified Person of an outdated or defective
Prospectus  after the Company has provided to such Indemnified Person an updated
Prospectus  correcting  the  untrue  statement  or  alleged  untrue statement or
omission  or  alleged  omission  giving  rise  to  such  loss,  claim, damage or
liability.

          (B)  NOTICE  OF CLAIMS, ETC. Promptly after receipt by a party seeking
indemnification  pursuant  to this Section 6 (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  6  is  being  sought  (the  "INDEMNIFYING  PARTY")  of the commencement
thereof;  but the omission to so notify the Indemnifying Party shall not relieve
it  from  any  liability  that  it  otherwise may have to the Indemnified Party,


                                        9
<PAGE>
except  to  the  extent that the Indemnifying Party is materially prejudiced and
forfeits  substantive  rights  and  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,
costs  and  expenses, (y) the Indemnified Party and the Indemnifying Party shall
reasonably  have  concluded  that representation of the Indemnified Party by 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  counsel  for  the  Indemnified  Party (together with appropriate local
counsel).  The Indemnified Party shall not, without the prior written consent of
the  Indemnifying  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  Indemnifying  Party  from all
liabilities  with  respect  to  such  Claim  or  judgment.

          (C)  CONTRIBUTION. If the indemnification provided for in this Section
6 is unavailable to or insufficient to hold harmless an Indemnified Person under
subsection  (A)  above  in respect of any losses, claims, damages or liabilities
(or  actions  in  respect  thereof)  referred to therein, then each Indemnifying
Party  shall  contribute to the amount paid or payable by such Indemnified Party
as  a  result  of  such  losses,  claims,  damages or liabilities (or actions in
respect  thereof)  in  such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and the Indemnified Party in connection with the
statements  or  omissions  which  resulted  in  such  losses, claims, damages or
liabilities  (or  actions  in  respect  thereof),  as well as any other relevant
equitable  considerations.  The  relative  fault  of such Indemnifying Party and
Indemnified  Party  shall  be  determined  by  reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged  omission  to  state  a material fact relates to information supplied by
such  Indemnifying Party or by such Indemnified Party, and the parties' relative
intent,  knowledge,  access to information and opportunity to correct or prevent
such  statement  or omission. The parties hereto agree that it would not be just
and  equitable  if contribution pursuant to this Section 6(D) were determined by
pro  rata  allocation (even if the Investors or any underwriters were treated as
one entity for such purpose) or by any other method of allocation which does not
take  account  of the equitable considerations referred to in this Section 6(D).
The  amount  paid  or payable by an Indemnified Party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to above
shall  be  deemed  to  include  any  legal  or other fees or expenses reasonably
incurred by such Indemnified Party in connection with investigating or defending


                                       10
<PAGE>
any  such  action  or  claim.  No  person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution  from  any  person  who  was  not  guilty  of  such  fraudulent
misrepresentation. The obligations of the Investors and any underwriters in this
Section  6(D)  to contribute shall be several in proportion to the percentage of
Registrable  Securities  registered or underwritten, as the case may be, by them
and  not  joint.

          (D) Notwithstanding any other provision of this Section 6, in no event
shall  any  (i)  Investor be required to undertake liability to any person under
this Section 6 for any amounts in excess of the dollar amount of the proceeds to
be  received  by  such  Investor  from  the  sale of such Investor's Registrable
Securities  (after  deducting  any  fees,  discounts  and commissions applicable
thereto)  pursuant  to  any  Registration Statement under which such Registrable
Securities are to be registered under the Securities Act and (ii) underwriter be
required  to  undertake  liability  to  any  Person hereunder for any amounts in
excess  of  the  aggregate discount, commission or other compensation payable to
such  underwriter  with respect to the Registrable Securities underwritten by it
and  distributed  pursuant  to  the  Registration  Statement.

          (E)  The  obligations  of the Company under this Section 6 shall be in
addition  to  any  liability  which  the  Company  may  otherwise  have  to  any
Indemnified  Person  and  the  obligations  of any Indemnified Person under this
Section  6  shall  be in addition to any liability which such Indemnified Person
may  otherwise  have to the Company. The remedies provided in this Section 6 are
not  exclusive and shall not limit any rights or remedies which may otherwise be
available  to  an  indemnified  party  at  law  or  in  equity.

          7.  Rule  144
              ---------

          With  a  view to making available to the Initial Investor the benefits
of  Rule 144 under the Securities Act or any other similar rule or regulation of
the  Commission  that  may  at  any  time  permit  the  Initial Investor to sell
securities  of  the Company to the public without registration ("RULE 144"), the
Company  agrees  to  use  its  best  efforts  to:

          (1)  comply  with  the provisions of paragraph (c) (1) of Rule 144 and

          (2)  file with the Commission in a timely manner all reports and other
documents  required  to  be filed by the Company pursuant to Section 13 or 15(d)
under  the  Exchange  Act;  and,  if at any time it is not required to file such
reports  but in the past had been required to or did file such reports, it will,
upon  the  request of any Investor, make available other information as required
by,  and  so  long  as  necessary to permit sales of, its Registrable Securities
pursuant  to  Rule  144.

          8.  Assignment
              ----------

          The  rights  to  have  the  Company  register  Registrable  Securities
pursuant  to  this  Agreement  shall  not  be  assigned.

          9.  Amendment  and  Waiver
              ----------------------

          Any  provision  of  this  Agreement  may be amended and the observance
thereof  may  be waived (either generally or in a particular instance and either


                                       11
<PAGE>
retroactively  or  prospectively),  only with the written consent of the Company
and  Investors  who  hold  a majority-in-interest of the Registrable Securities.
Any  amendment  or  waiver  effected  in accordance with this Section 9 shall be
binding  upon  each  Investor  and  the  Company.

          10.  Changes  in  Common  Stock
               --------------------------

          If,  and as often as, there are any changes in the Common Stock by way
of  stock split, stock dividend, reverse split, combination or reclassification,
or  through merger, consolidation, reorganization or recapitalization, or by any
other  means,  appropriate adjustment shall be made in the provisions hereof, as
may be required, so that the rights and privileges granted hereby shall continue
with  respect  to  the  Common  Stock  as  so  changed.

          11.  Miscellaneous
               -------------

          (A)  A  person or entity shall be deemed to be a holder of Registrable
Securities  whenever  such  person  or  entity  owns  of record such Registrable
Securities.  If  the  Company  receives  conflicting  instructions,  notices  or
elections  from  two  or  more  persons  or  entities  with  respect to the same
Registrable  Securities,  the  Company shall act upon the basis of instructions,
notice  or  election  received  from  the  registered  owner of such Registrable
Securities.

          (B)  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
                    Telephone:     949-253-0500
                    Facsimile:     949-253-0505

               (2)  if to the Buyer, to:

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


                                       12
<PAGE>
The  Company,  the  Initial  Investor  or  any Investor may change the foregoing
address  by  notice  given  pursuant  to  this  Section  11(B).

          (C)  Failure  of  any party to exercise any right or remedy under this
Agreement  or otherwise, or delay by a party in exercising such right or remedy,
shall  not  operate  as  a  waiver  thereof.

          (D)  This Agreement shall be governed by and interpreted in accordance
with  the  laws  of the State of California. Each of the parties consents to the
jurisdiction  of  the  federal  courts whose districts encompass any part of the
City  of San Diego or the state courts of the State of California sitting in the
City  of  San  Diego in connection with any dispute arising under this Agreement
and  hereby  waives,  to  the  maximum  extent  permitted  by law, any objection
including  any  objection  based on forum non conveniens, to the bringing of any
such  proceeding  in  such  jurisdictions.

          (E)  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.

          (F)  The  remedies  provided  in this Agreement are cumulative and not
exclusive  of  any remedies provided by law. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants  and  restrictions  set  forth  herein  shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto  shall  use their best efforts to find and employ an alternative means to
achieve  the  same or substantially the same result as that contemplated by such
term,  provision,  covenant or restriction. It is hereby stipulated and declared
to  be  the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may  be  hereafter  declared  invalid,  illegal,  void  or  unenforceable.

          (G) The Company shall not enter into any agreement with respect to its
securities  that  is  inconsistent  with  the  rights  granted to the holders of
Registrable  Securities  in  this  Agreement  or  otherwise  conflicts  with the
provisions  hereof.  The  Company  is  not  currently  a  party to any agreement
granting  any  registration  rights with respect to any of its securities to any
person  which  conflicts  with  the Company's obligations hereunder or gives any
other  party  the  right to include any securities in any Registration Statement
filed  pursuant  hereto,  except  for  such  rights  and  conflicts as have been
irrevocably  waived.  Without  limiting the generality of the foregoing, without
the  written consent of the holders of a majority in interest of the Registrable
Securities, the Company shall not grant to any person the right to request it to
register  any  of  its  securities under the Securities Act unless the rights so
granted  are  subject  in  all  respect  to  the  prior rights of the holders of
Registrable  Securities  set  forth herein, and are not otherwise in conflict or


                                       13
<PAGE>
inconsistent  with  the  provisions  of this Agreement.  The restrictions on the
Company's  rights  to  grant  registration  rights  under  this  paragraph shall
terminate on the date the Registration Statement to be filed pursuant to Section
2(A)  is  declared  effective  by  the  Commission.

          (H)  This  Agreement, the Securities Purchase Agreement, the Debenture
and  the  Conversion Warrants Agreement, of even date herewith among the Company
and  the  Initial  Investor  constitute  the  entire agreement among the parties
hereto  with  respect  to  the subject matter hereof. There are no restrictions,
promises,  warranties or undertakings, other than those set forth or referred to
herein.  These  Agreements supersede all prior agreements and undertakings among
the  parties  hereto  with  respect  to  the  subject  matter  hereof.

          (I)  Subject  to  the requirements of Section 8 hereof, this Agreement
shall  inure to the benefit of and be binding upon the successors and assigns of
each  of  the  parties  hereto.

          (J)  All  pronouns  and any variations thereof refer to the masculine,
feminine  or  neuter,  singular  or  plural,  as  the  context  may  require.

          (K)  The  headings  in this Agreement are for convenience of reference
only  and  shall  not  limit  or  otherwise  affect  the  meaning  thereof.

          (L)  The  Company  acknowledges  that  any  failure  by the Company to
perform its obligations under Section 3, or any delay in such performance, could
result  in  direct  damages  to  the  Investors  and the Company agrees that, in
addition  to  any  other  liability  the  Company may have by reason of any such
failure  or  delay, the Company shall be liable for all direct damages caused by
such  failure  or  delay.

          (M)  This  Agreement  may  be  executed in counterparts, each of which
shall  be deemed an original but both of which shall constitute one and the same
agreement.  A facsimile transmission of this signed Agreement shall be legal and
binding  on  the  parties  hereto.

     IN  WITNESS  WHEREOF, the parties hereto have duly caused this Agreement to
be  executed  and  delivered  on  the  date  first  above  written.

                                         Sequiam Corporation

                                         By:___________________________
                                            Name:
                                            Title:

                                         La Jolla Cove Investors, Inc.

                                         By:___________________________
                                            Name:
                                            Title:


                                       14
<PAGE>