Exhibit 4.1

                          SECURITIES PURCHASE AGREEMENT

     Securities  Purchase  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.  ("BUYER").

     WHEREAS,  Buyer  desires  to  purchase  from  the  Company, and the Company
desires to issue and sell to Buyer, upon the terms and subject to the conditions
of this Agreement, the 8 % Convertible Debenture of the Company in the aggregate
principal  amount  of  $300,000  (the  "DEBENTURE");  and

     WHEREAS,  in  conjunction  with  the  Debenture,  the  Company has issued a
Warrant  to  Purchase  Common  Stock  to  the  Buyer (the "WARRANT OR CONVERSION
WARRANT");  and

     WHEREAS,  upon  the  terms  and  subject to the conditions set forth in the
Debenture  and  the  Warrant,  the  Debenture  and  Warrant  are convertible and
exercisable,  respectively,  into  shares  of  the  Company's  Common Stock (the
"COMMON  STOCK");

     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:

     I.  PURCHASE AND SALE OF DEBENTURE

     A.  TRANSACTION.  Buyer hereby agrees to purchase from the Company, and the
Company  has  offered  and  hereby  agrees  to  issue  and  sell  to  Buyer in a
transaction exempt from the registration and prospectus delivery requirements of
the  Securities  Act  of 1933, as amended (the "SECURITIES ACT"), the Debenture.

     B. PURCHASE PRICE; FORM OF PAYMENT. The purchase price for the Debenture to
be  purchased  by  Buyer  hereunder  shall  be  $300,000 (the "PURCHASE PRICE").
Simultaneously with the execution of this Agreement, Buyer shall pay $150,000 of
the  Purchase  Price  (the"  Initial  Purchase  Price")  by  wire  transfer  of
immediately available funds to the Company. Simultaneously with the execution of
this  Agreement,  the  Company  shall  deliver the Convertible Debenture and the
Conversion  Warrants (which shall have been duly authorized, issued and executed
I/N/O  Buyer  or,  if  the  Company  otherwise  has been notified, I/N/O Buyer's
nominee). Upon notification and verification that the Registration Statement for
the Conversion Shares (as defined below) and the shares of Common Stock issuable
upon  exercise  of  the  Conversion  Warrants  (the  "WARRANT  SHARES") has been
declared  effective  by  the  Securities  and  Exchange  Commission, Buyer shall
immediately send via wire the remainder of the Purchase Price, provided however,
that  Buyer  shall  not be obligated to fund the remainder of the Purchase Price
if, on the date that the Registration Statement has been declared effective, the
average  closing  price  of  the  Stock for the prior thirty trading days is ten
cents  or  less.

     II.  BUYER'S  REPRESENTATIONS  AND  WARRANTIES

     Buyer  represents and warrants to and covenants and agrees with the Company
as  follows:


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     A.  Buyer  is  purchasing  the Debenture and the Common Stock issuable upon
conversion  or  redemption  of  the  Debenture  (the  "CONVERSION  SHARES"  and,
collectively  with  the  Debenture and the Warrant Shares, the "SECURITIES") for
its  own account, for investment purposes only and not with a view towards or in
connection  with  the  public  sale  or distribution thereof in violation of the
Securities  Act.

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

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

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

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

     III.  THE  COMPANY'S  REPRESENTATIONS

The Company represents and warrants to Buyer that:

     A.   CAPITALIZATION.

          1. The authorized capital stock of the Company consists of 100,000,000
shares  of  Common  Stock  and  50,000,000 shares of Series A Preferred Stock of
which  35,739,276  shares and 0 shares, respectively, are issued and outstanding
as  of  the  date  hereof  and are fully paid and nonassessable, and of which an
additional  23,972,603  have been issued as security for a loan in the amount of
$7,000,000  and  are being held in escrow pending the closing of said loan.  The
amount,  exercise, conversion or subscription price and expiration date for each
outstanding  option and other security or agreement to purchase shares of Common
Stock  is  accurately  set  forth  on  Schedule  III.A.1.
                                       ------------------

          2.  The  Conversion  Shares  and the Warrant Shares have been duly and
validly authorized and reserved for issuance by the Company, and, when issued by
the  Company  upon


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conversion  of  the  Debenture,  will be duly and validly issued, fully paid and
nonassessable  and  will not subject the holder thereof to personal liability by
reason  of  being  such  holder.

          3.  Except as disclosed on Schedule III.A.3., there are no preemptive,
                                     -----------------
subscription,  "call," right of first refusal or other similar rights to acquire
any  capital stock of the Company or other voting securities of the Company that
have  been  issued  or  granted  to  any  person and no other obligations of the
Company's  to  issue, grant, extend or enter into any security, option, warrant,
"call," right, commitment, agreement, arrangement or undertaking with respect to
any  of  their  respective  capital  stock.

     B.   ORGANIZATION;  REPORTING  COMPANY  STATUS.

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

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

     C.  AUTHORIZATION.  The  Company  (i)  has  duly and validly authorized and
reserved  for  issuance shares of Common Stock, which is a number sufficient for
the  conversion  of the Debenture and the exercise of the Conversion Warrant and
(ii)  at all times from and after the date hereof shall have a sufficient number
of  shares of Common Stock duly and validly authorized and reserved for issuance
to  satisfy  the  conversion  of  the  Debenture in full and the exercise of the
Conversion  Warrant.  The  Company  understands and acknowledges the potentially
dilutive effect on the Common Stock of the issuance of the Conversion Shares and
the  Warrant  Shares.  The  Company  further acknowledges that its obligation to
issue Conversion Shares upon conversion of the Debenture and the exercise of the
Conversion  Warrant and the Initial Warrant in accordance with this Agreement is
absolute  and unconditional regardless of the dilutive effect that such issuance
may  have  on  the  ownership interests of other stockholders of the Company and
notwithstanding  the  commencement  of any case under 11 U.S.C. Sec. 101 et seq.
                                                                         -- ---
(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
conversion  of  the  Debenture.  The  Company agrees, without cost or expense to
Buyer,  to  take or consent to any and all action necessary to effectuate relief
under  11  U.S.C.  Sec.  362.

     D.  AUTHORITY;  VALIDITY  AND ENFORCEABILITY. The Company has the requisite
corporate  power  and  authority  to  enter  into the Documents (as such term is
hereinafter  defined)  and  to  perform  all  of  its  obligations hereunder and
thereunder  (including  the  issuance,  sale  and


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delivery to Buyer of the Securities). The execution, delivery and performance by
the  Company  of  the  Documents  and  the  consummation  by  the Company of the
transactions contemplated hereby and thereby (including, without limitation, the
issuance  of  the Debenture and the issuance and reservation for issuance of the
Conversion  Shares and the Warrant Shares) have been duly and validly authorized
by  all  necessary  corporate  action  on  the  part of the Company. Each of the
Documents  has  been  duly and validly executed and delivered by the Company and
each  Document  constitutes  a  valid  and  binding  obligation  of  the Company
enforceable  against  it  in  accordance  with  its terms, subject to applicable
bankruptcy,  insolvency,  fraudulent  conveyance, reorganization, moratorium and
similar  laws  affecting  creditors' rights and remedies generally and except as
rights  to  indemnity  and  contribution  may  be  limited  by  federal or state
securities  laws  or the public policy underlying such laws. The Securities have
been  duly and validly authorized for issuance by the Company and, when executed
and  delivered  by  the  Company,  will  be valid and binding obligations of the
Company  enforceable  against  it  in  accordance  with  their respective terms,
subject  to  applicable  bankruptcy,  insolvency,  fraudulent  conveyance,
reorganization,  moratorium  and  similar  laws  affecting creditors' rights and
remedies  generally.  For purposes of this Agreement, the term "DOCUMENTS" means
(i) this Agreement; (ii) the Registration Rights Agreement dated as of even date
herewith  between  the  Company  and  Buyer,  (iii)  the Debenture; and (iv) the
Conversion  Warrant.

     E.  VALIDITY  OF  ISSUANCE OF THE SECURITIES. The Debenture, the Conversion
Shares  upon  their  issuance  in accordance with the Debenture, and the Warrant
Shares will be validly issued and outstanding, fully paid and nonassessable, and
not subject to any preemptive rights, rights of first refusal, tag-along rights,
drag-along  rights  or  other  similar  rights.

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

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


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

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

     J.  ABSENCE  OF EVENTS OF DEFAULT. No "EVENT OF DEFAULT" (as defined in any
agreement  or  instrument  to  which the Company is a party) and no event which,
with  notice, lapse of time or both, would constitute an Event of Default (as so
defined),  has  occurred  and  is  continuing.

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

     L.  REGISTRATION  RIGHTS. Except as set forth on Schedule III.L., no Person
                                                      ---------------
has,  and  as  of  the  Closing (as such term is hereinafter defined), no Person
shall  have,  any  demand,


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"piggy-back"  or  other  rights  to  cause  the Company to file any registration
statement  under  the  Securities  Act  relating  to any of its securities or to
participate  in  any  such  registration  statement.

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

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

     O.  FINDER'S  FEE.  There  is no finder's fee, brokerage commission or like
payment  in  connection with the transactions contemplated by this Agreement for
which  Buyer  is  liable  or  responsible.

     IV.  CERTAIN  COVENANTS  AND  ACKNOWLEDGMENTS

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

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

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

     D.  RESERVED  CONVERSION  COMMON  STOCK.  The Company at all times from and
after  the date hereof shall have such number of shares of Common Stock duly and
validly  authorized  and  reserved  for  issuance as shall be sufficient for the
conversion  in full of the Debenture and the exercise of the Conversion Warrant.

     E.  INFORMATION.  Each  of  the parties hereto acknowledges and agrees that
Buyer  shall  not  be  provided  with,  nor  be  given  access  to, any material
non-public  information  relating  to  the  Company.

     F.  ACCOUNTING  AND  RESERVES.  The  Company  shall maintain a standard and
uniform  system  of  accounting  and  shall  keep  proper  books and records and
accounts  in  which  full,  true,


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and  correct  entries  shall be made of its transactions, all in accordance with
GAAP  applied  on  consistent  basis through all periods, and shall set aside on
such  books  for  each  fiscal  year  all  such  reserves  for  depreciation,
obsolescence,  amortization, bad debts and other purposes in connection with its
operations  as  are  required  by  such  principles  so  applied.

     G.  CERTAIN  RESTRICTIONS.  So  long  as  the Debenture, any portion of the
Warrant,  or  any  right  under  the  Put  and Call Agreement is outstanding, no
dividends shall be declared or paid or set apart for payment nor shall any other
distribution  be  declared  or  made  upon any capital stock of the Company, nor
shall  any  capital  stock  of  the  Company be redeemed, purchased or otherwise
acquired  (other  than  a redemption, purchase or other acquisition of shares of
Common  Stock  made  for  purposes  of  an  employee  incentive  or benefit plan
(including  a  stock  option  plan)  of  the  Company  or pursuant to any of the
security  agreements  listed  on  Schedule  III.A,  for any consideration by the
                                  ---------------
Company,  directly  or  indirectly,  nor  shall  any  moneys  be paid to or made
available  for a sinking fund for the redemption of any Common Stock of any such
stock.

     J.  SHORT  SELLING.  So  long  as  the  Debenture,  any  portion  of  the
Warrant  or  any  right  under the Put and Call Agreement, is outstanding, Buyer
agrees  and covenants on its behalf and on behalf of its affiliates that neither
Buyer  nor  its  affiliates  shall  at  any  time engage in any short sales with
respect  to  the  Company's  Common  Stock,  or  sell  put  options  or  similar
instruments  with  respect  to  the  Company's  Common  Stock.

     V.  ISSUANCE  OF  COMMON  STOCK

     A.  The  Company  undertakes  and  agrees  that, except as required by law,
no  instruction  other  than  the instructions referred to in this Article V and
customary  stop  transfer instructions prior to the registration and sale of the
Common  Stock  pursuant  to  an  effective Securities Act registration statement
shall  be  given to its transfer agent for the Conversion Shares and the Warrant
Shares and that, except as may be limited by the Securities Act, "blue sky" laws
or  other  applicable  laws,  the Conversion Shares and the Warrant Shares shall
otherwise  be freely transferable on the books and records of the Company as and
to  the extent provided in this Agreement, the Registration Rights Agreement and
applicable  law.  Nothing contained in this Section V.A. shall affect in any way
Buyer's  obligations and agreement to comply with all applicable securities laws
upon  resale  of  such  Common  Stock.

     B.  Buyer  shall  have  the right to convert the Debenture and exercise the
Warrant by telecopying an executed and completed Conversion Notice (as such term
is  defined  in  the  Debenture)  or Warrant Notice of Exercise (as such term is
defined  in the Warrant) to the Company.  Each date on which a Conversion Notice
or  Warrant  Notice  of Exercise is telecopied to and received by the Company in
accordance with the provisions hereof shall be deemed a Conversion Date (as such
term  is  defined in the Debenture).  The Company shall cause the transfer agent
to  transmit  the  certificates  evidencing  the  Common  Stock  issuable  upon
conversion of the Debenture (together with a new debenture, if any, representing
the principal amount of the Debenture not being so converted) or exercise of the
Warrant  (together  with  a  new Warrant, if any, representing the amount of the
Warrant  not  being  so  exercised)  to  Buyer  via  express  courier,  or  if a
Registration  Statement covering the Common Stock has been declared effective by
the  SEC by electronic transfer, within three (3) business days after receipt by
the Company of the Conversion Notice or Warrant Notice of Exercise(the "DELIVERY
DATE").


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<PAGE>
     C.  Upon the conversion of the Debenture or exercise of the Warrant or part
thereof,  the  Company  shall,  at  its own cost and expense, take all necessary
action  (including  the  issuance  of  an opinion of counsel) to assure that the
Company's transfer agent shall issue stock certificates in the name of Buyer and
in  such  denominations to be specified at conversion representing the number of
Common  Stock  issuable  upon  such conversion or exercise. The Company warrants
that  the Conversion Shares and Warrant Shares will be unlegended, free-trading,
and freely transferable, and will not contain a legend restricting the resale or
transferability  of  the Company Common Stock provided the Conversion Shares and
Warrant  Shares  are  being sold pursuant to an effective registration statement
covering  the  sale  of  the Common Stock to be sold or is otherwise exempt from
registration  when  sold  and  no longer "restricted" as that term is defined in
Rule  144.

     D. The Company understands that a delay in the delivery of the Common Stock
in  the  form  required  pursuant  to  this section, or the Mandatory Redemption
Amount  described  in  Section  E  hereof, beyond the Delivery Date or Mandatory
Redemption  Payment  Date (as hereinafter defined) could result in economic loss
to  the Buyer. As compensation to the Buyer for such loss, the Company agrees to
pay  late  payments  to  the Buyer for late issuance of Common Stock in the form
required  pursuant  to Section C hereof upon Conversion of the Debenture or late
payment  of  the Mandatory Redemption Amount, in the amount of $100 per business
day  after  the  Delivery Date or Mandatory Redemption Payment Date, as the case
may  be,  for  each  $10,000  of  Debenture  principal amount being converted or
redeemed.  The  Company  shall  pay  any payments incurred under this Section in
immediately  available  funds upon demand. Furthermore, in addition to any other
remedies  which  may  be  available  to the Buyer, in the event that the Company
fails for any reason to effect delivery of the Common Stock by the Delivery Date
or  make  payment  by  the  Mandatory Redemption Payment Date, the Buyer will be
entitled  to  revoke all or part of the relevant Notice of Conversion or rescind
all  or  part  of  the notice of Mandatory Redemption by delivery of a notice to
such  effect  to the Company prior to delivery of the Common Stock whereupon the
Company  and  the  Buyer  shall  each  be restored to their respective positions
immediately  prior  to  the  delivery  of  such notice, except that late payment
charges  described  above  shall  not  be  payable.

     E.  Mandatory  Redemption.  In  the  event  the  Company is prohibited from
issuing  Common  Stock  (except as the result of a breach of a representation or
warranty  of  Buyer) or fails to timely deliver Common Stock on a Delivery Date,
or  upon  the occurrence of an Event of Default (as defined in the Debenture) or
for  any reason other than pursuant to the limitations set forth herein, or upon
the  occurrence  of an Event of Default as defined in the Debenture, then at the
Buyer's election, the Company must pay to the Buyer ten (10) business days after
request  by  the Buyer or on the Delivery Date (if requested by the Buyer) a sum
of money determined by multiplying up to the outstanding principal amount of the
Debenture  designated  by  the  Buyer  by 130%, together with accrued but unpaid
interest  thereon  ("Mandatory  Redemption  Payment").  The Mandatory Redemption
Payment  must  be  received  by the Buyer on the same date as the Company Common
Stock  otherwise  deliverable  or  within  ten (10) business days after request,
whichever  is  sooner ("Mandatory Redemption Payment Date"). Upon receipt of the
Mandatory Redemption Payment, the corresponding Debenture principal and interest
will  be  deemed  paid  and  no  longer  outstanding.


                                        8
<PAGE>
     F.  Buy-In.  In  addition  to  any  other rights available to the Buyer, if
the  Company  fails  to  deliver  to  the  Buyer such Common Stock issuable upon
conversion  of a Debenture or exercise of a Warrant by the Delivery Date (except
as  the result of a breach of a representation or warranty made by Buyer) and if
ten  (10)  days  after  the Delivery Date the Buyer purchases (in an open market
transaction or otherwise) shares of Common Stock to deliver in satisfaction of a
sale by the Buyer of the Common Stock which the Buyer anticipated receiving upon
such  conversion  (a  "Buy-In"), then the Company shall pay in cash to the Buyer
(in addition to any remedies available to or elected by the Buyer) the amount by
which  (A) the Buyer's total purchase price (including brokerage commissions, if
any)  for  the  shares  of  Common  Stock so purchased exceeds (B) the aggregate
principal  and/or  interest  amount  of  the Debenture or Warrant for which such
conversion or exercise was not timely honored, together with interest thereon at
a  rate  of  15%  per annum, accruing until such amount and any accrued interest
thereon  is  paid  in full (which amount shall be paid as liquidated damages and
not  as  a  penalty). For example, if the Buyer purchases shares of Common Stock
having  a  total  purchase price of $11,000 to cover a Buy-In with respect to an
attempted  conversion  of  $10,000  of  Debenture  or  Warrant  principal and/or
interest,  the Company shall be required to pay the Buyer $1,000, plus interest.
The  Buyer  shall  provide  the  Company  written  notice indicating the amounts
payable  to  the  Buyer  in  respect  of  the  Buy-In.

     G.  The  Securities  shall  be  delivered  by  the  Company  to  the  Buyer
pursuant  to  Section  I.B.  hereof on a "delivery-against-payment basis" at the
Closing.

     VI.  CLOSING  DATE

     The  Closing  shall  occur  by the delivery to the Buyer of the certificate
evidencing  the  Debenture  and  all  other  Agreements  and  to the Company the
Purchase  Price  by  wire  transfer  of immediately available funds to the trust
account  of  Lee  &  Goddard  LLP  pursuant  to  the  following  instructions:

     Bank:              U.S.  Bank
     Bank  ABA:         122235821
     Account  Name:     Lee  &  Goddard  LLP
                        TRUST  Account
     Account  No.:      1-534-9195-2286

     VII.  CONDITIONS  TO  THE  COMPANY'S  OBLIGATIONS

     Buyer  understands  that  the Company's obligation to sell the Debenture on
the  Closing  Date  to  Buyer  pursuant  to  this Agreement is conditioned upon:

     A.  Delivery  by  Buyer  of  the  Initial  Purchase Price and a copy of the
Documents  duly  executed  by  Buyer;

     B.  The  accuracy  on  the  Closing  Date  of  the  representations  and
warranties  of  Buyer contained in this Agreement as if made on the Closing Date
(except  for representations and warranties which, by their express terms, speak
as  of  and  relate  to  a  specified date, in which case such accuracy shall be
measured  as  of  such  specified  date)  and  the  performance  by Buyer in all


                                        9
<PAGE>
material  respects on or before the Closing Date of all covenants and agreements
of  Buyer required to be performed by it pursuant to this Agreement on or before
the  Closing  Date;  and

     C.  There shall not be in effect any Law or order, ruling, judgment or writ
of  any  court  or  public  or  governmental authority restraining, enjoining or
otherwise  prohibiting  any  of the transactions contemplated by this Agreement.

     VIII.  CONDITIONS  TO  BUYER'S  OBLIGATIONS

     The  Company understands that Buyer's obligation to purchase the Securities
on  the  Closing  Date  pursuant  to  this  Agreement  is  conditioned  upon:

     A.  Delivery  by  the  Company of the Debenture, the Conversion Warrant and
the  other  Agreements;

     B.  The  accuracy  on  the  Closing  Date  of  the  representations  and
warranties  of the Company contained in this Agreement as if made on the Closing
Date  (except  for representations and warranties which, by their express terms,
speak as of and relate to a specified date, in which case such accuracy shall be
measured  as  of  such specified date) and the performance by the Company in all
respects  on  or  before the Closing Date of all covenants and agreements of the
Company  required  to be performed by it pursuant to this Agreement on or before
the  Closing  Date,  all  of which shall be confined to Buyer by delivery of the
certificate  of  the  chief  executive  officer  of  the Company to that effect;

     C.  There  not having occurred (i) any general suspension of trading in, or
limitation  on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii)
the declaration of a banking moratorium or any suspension of payments in respect
of  banks  in  the United States, (iii) in the case of the foregoing existing at
the  date  of  this  Agreement,  a  material  acceleration or worsening thereof,

     D.

     E. There shall not be in effect any Law, order, ruling, judgment or writ of
any  court  or  public  or  governmental  authority  restraining,  enjoining  or
otherwise  prohibiting  any  of the transactions contemplated by this Agreement;

     G.  The  Company  shall  have  obtained  all consents, approvals or waivers
from  governmental  authorities  and  third persons necessary for the execution,
delivery  and  performance  of  the  Documents and the transactions contemplated
thereby,  all  without  material  cost  to  the  Company;

     H.  Buyer  shall  have  received  such  additional documents, certificates,
payment,  assignments,  transfers  and other delivers as it or its legal counsel
may  reasonably  request and as are customary to effect a closing of the matters
herein  contemplated.

     I.  Reimbursement  of  Buyer's  legal  fees  in  the  amount  of  $2,500.


                                       10
<PAGE>
     IX.  SURVIVAL;  INDEMNIFICATION

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

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

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

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

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

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

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


                                       11
<PAGE>
     D.  Promptly  after  receipt by either party hereto seeking indemnification
pursuant  to  this  Article IX (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
Article  IX  is  being  sought  (the  "INDEMNIFYING  PARTY") of the commencement
thereof,  but the omission so to notify the Indemnifying Party shall not relieve
it from any liability that it otherwise may have to the Indemnified Party except
to  the extent that the Indemnifying Party is materially prejudiced and forfeits
substantive rights or defenses by reason of such failure. In connection with any
Claim  as  to  which  both  the Indemnifying Party and the Indemnified Party are
parties, the Indemnifying Party shall be entitled to assume the defense thereof.
Notwithstanding  the  assumption of the defense of any Claim by the Indemnifying
Party,  the  Indemnified  Party  shall  have  the right to employ separate legal
counsel  and  to  participate in the defense of such Claim, and the Indemnifying
Party  shall  bear the reasonable fees, out-of-pocket costs and expenses of such
separate  legal  counsel  to  the  Indemnified  Party  if (and only if): (x) the
Indemnifying  Party  shall have agreed to pay such fees, out-of-pocket costs and
expenses,  (y) the Indemnified Party and the Indemnifying Party reasonably shall
have concluded that representation of the Indemnified Party and the Indemnifying
Party  by  the  same legal counsel would not be appropriate due to actual or, as
reasonably  determined  by  legal  counsel to the Indemnified Party, potentially
differing  interests  between such parties in the conduct of the defense of such
Claim, or if there may be legal defenses available to the Indemnified Party that
are  in  addition to or disparate from those available to the Indemnifying Party
or  (z)  the  Indemnifying  Party  shall  have  failed  to  employ legal counsel
reasonably  satisfactory  to the Indemnified Party within a reasonable period of
time  after  notice  of the commencement of such Claim. If the Indemnified Party
employs  separate  legal  counsel  in  circumstances  other than as described in
clauses  (x),  (y)  or  (z)  above,  the  fees, costs and expenses of such legal
counsel  shall be borne exclusively by the Indemnified Party. Except as provided
above,  the  Indemnifying  Party  shall not, in connection with any Claim in the
same  jurisdiction, be liable for the fees and expenses of more than one firm of
legal  counsel  for  the  Indemnified  Party  (together  with  appropriate local
counsel). The Indemnifying Party shall not, without the prior written consent of
the Indemnified Party (which consent shall not unreasonably be withheld), settle
or  compromise  any  Claim or consent to the entry of any judgment that does not
include  an  unconditional release of the Indemnified Party from all liabilities
with  respect  to  such  Claim  or  judgment.

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

     X.  GOVERNING  LAW

     This  Agreement shall be governed by and interpreted in accordance with the
laws  of  the  State  of  California,  without  regard  to  the conflicts of law
principles  of  such  state.


                                       12
<PAGE>
     XI.  SUBMISSION  TO  JURISDICTION

     Each  of  the  parties hereto consents to the exclusive 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  the  other
Documents.  Each  party hereto hereby irrevocably and unconditionally waives, to
the  fullest  extent  it  may  effectively do so, any defense of an inconvenient
forum  or  improper venue to the maintenance of such action or proceeding in any
such court and any night of jurisdiction on account of its place of residence or
domicile.  Each  party  hereto  irrevocably  and unconditionally consents to the
service  of  any and all process in any such action or proceeding in such courts
by the mailing of copies of such process by registered or certified mail (return
receipt  requested),  postage prepaid, at its address specified in Article XVII.
Each  party hereto agrees that a final judgment in any such action or proceeding
shall  be  conclusive  and may be enforced in other jurisdictions by suit on the
judgment  or  in  any  other  manner  provided  by  law.

     XII.  WAIVER  OF  JURY  TRIAL

     TO  THE  FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO HEREBY
KNOWINGLY,  VOLUNTARILY AND INTENTIONALLY WAIVES ITS RESPECTIVE RIGHTS TO A JURY
TRIAL  OF  ANY  CLAIM  OR  CAUSE  OF  ACTION  BASED  UPON OR ARISING OUT OF THIS
AGREEMENT  OR  ANY  OTHER  DOCUMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE
SUBJECT  MATTER  OF  THIS  AGREEMENT AND OTHER DOCUMENTS.  EACH PARTY HERETO (I)
CERTIFIES  THAT NEITHER OF THEIR RESPECTIVE REPRESENTATIVES, AGENTS OR ATTORNEYS
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT
OF  LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (II) ACKNOWLEDGES THAT
IT  HAS  BEEN  INDUCED  TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE
MUTUAL  WAIVERS  AND  CERTIFICATIONS  HEREIN.

     XIII.  COUNTERPARTS;  EXECUTION

     This  Agreement  may  be  executed  in  counterparts, each of which when so
executed  and  delivered  shall  be  an original, but both of which counterparts
shall together constitute one and the same instrument.  A facsimile transmission
of  this  signed  Agreement  shall  be legal and binding on both parties hereto.

     XIV.  HEADINGS

     The  headings  of this Agreement are for convenience of reference and shall
not  form  part  of,  or  affect  the  interpretation  of,  this  Agreement.

     XV.  SEVERABILITY

     In  the event any one or more of the provisions contained in this Agreement
or  in  the  other Documents should be held invalid, illegal or unenforceable in
any  respect,  the  validity,  legality


                                       13
<PAGE>
and enforceability of the remaining provisions contained herein or therein shall
not  in  any  way be affected or impaired thereby. The parties shall endeavor in
good-faith  negotiations  to  replace  the  invalid,  illegal  or  unenforceable
provisions with valid provisions, the economic effect of which comes as close as
possible  to  that  of  the  invalid,  illegal  or  unenforceable  provisions.

     XVI.  ENTIRE  AGREEMENT;  REMEDIES,  AMENDMENTS  AND  WAIVERS

     This  Agreement  and  the Documents constitute the entire agreement between
the  parties  hereto  pertaining  to the subject matter hereof and supersede all
prior  agreements, understandings, negotiations and discussions, whether oral or
written,  of  such  parties.  No  supplement,  modification  or  waiver  of this
Agreement  shall  be  binding  unless  executed  in writing by both parties.  No
waiver  of  any  of  the  provisions  of this Agreement shall be deemed or shall
constitute  a waiver of any other provision hereof (whether or not similar), nor
shall  such  waiver  constitute  a  continuing waiver unless otherwise expressly
provided.

     XVII.  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:

     A.  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

     B.  if  to  Buyer,  to:

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


                                       14
<PAGE>
The  Company  or Buyer may change the foregoing address by notice given pursuant
to  this  Article  XVII.

     XVIII.  CONFIDENTIALITY

     Each  of  the  Company  and  Buyer  agrees  to keep confidential and not to
disclose  to  or  use  for  the  benefit  of  any  third party the terms of this
Agreement  or  any  other  information  which at any time is communicated by the
other  party  as  being  confidential  without the prior written approval of the
other  party;  provide,  however,  that  this  provision  shall  not  apply  to
information  which,  at  the  time  of disclosure, is already part of the public
domain (except by breach of this Agreement) and information which is required to
be  disclosed by law (including, without limitation, pursuant to Item 601(b)(10)
of  Regulation  S-K  under  the  Securities  Act  and  the  Exchange  Act).

     XIX.  ASSIGNMENT

     This  Agreement  shall  not  be  assignable by either of the parties hereto
prior  to  the Closing without the prior written consent of the other party, and
any  attempted  assignment  contrary  to the provisions hereby shall be null and
void;  provide,  however,  that  Buyer  may  assign  its  rights and obligations
hereunder, in whole or in part, to any affiliate of Buyer.

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

Sequiam Corporation                              La Jolla Cove Investors, Inc.

By:  ____________________________                By:  __________________________

Title:  _________________________                Title:  _______________________



                                       15
<PAGE>
                                 SCHEDULE III.L.

                               REGISTRATION RIGHTS

     Name





                                       16
<PAGE>