Exhibit 10.1


    
      

    


    Exhibit
      10.1

     

    ESCROW
      DEPOSIT AGREEMENT

    


    THIS
      ESCROW AGREEMENT (the “Agreement”)
      dated
      this ___ day of November 2005, by and between vFinance Investments, Inc., a
      Florida corporation (“vFinance”
or
      “Placement
      Agent”),
      having an address at 830 3rd
      Avenue,
      New York, New York 10022, Sequiam Corporation, a California corporation (the
      “Company”),
      having an office at 300 Sunport Lane, Orlando, Florida 32809 and SIGNATURE
      BANK
      (“Signature
      Bank”
or
      the
“Escrow
      Agent”),
      a New
      York State chartered bank and having an office at, 261 Madison Avenue, New
      York,
      New York 10016. Capitalized
      terms used but not defined herein shall have the meanings set forth in the
      Purchase Agreement referred to in the first recital.

    


    W I T N E S S E T H:

    


    WHEREAS,
      pursuant to the terms of the initial Securities Purchase Agreement, dated
      November __, 2005 (the “Purchase
      Agreement”)
      and,
      as necessary, pursuant to the terms of additional Securities Purchase
      Agreements, on the same terms and conditions as the Purchase Agreement, entered
      into prior to December 30, 2005, the Company desires to sell (the “Offering”)
      a
      maximum of, in the aggregate, $1,575,000 (“Maximum
      Subscription Amount”)
      of
      securities of the Company; and

    


    WHEREAS,
      unless
      the Company consummates the Offering by December 30, 2005 (the “Termination
      Date”),
      the
      Offering will terminate and all funds will be returned to the Purchasers
      (hereinafter defined); and

    


    WHEREAS,
      the
      Company and Placement Agent desire to establish an escrow account with the
      Escrow Agent into which the Company and Placement Agent shall instruct
      purchasers introduced to the Company by Placement Agent (the “Purchasers”)
      to
      deposit checks and other instruments for the payment of money made payable
      to
      the order of “Signature Bank as Escrow Agent for Sequiam Corporation” and Escrow
      Agent is willing to accept said checks and other instruments for the payment
      of
      money in accordance with the terms hereinafter set forth; and

    


    WHEREAS,
      the
      Company and Placement Agent represent and warrant to the Escrow Agent that
      they
      have not stated to any individual or entity that the Escrow Agent’s duties will
      include anything other than those duties stated in this Agreement;
      and

    


    WHEREAS,
      the
      Company and
      Placement Agent warrant to the Escrow Agent that a copy of each document that
      has been delivered to Purchasers and third parties that include Escrow Agent’s
      name and duties, has been attached hereto as Schedule
      I.

    


    NOW,
      THEREFORE, IT IS AGREED
      as
      follows:

    


    1.    Delivery
      of Escrow Funds.


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    (a)    Placement
      Agent and the Company shall instruct Purchasers to deliver to Escrow Agent
      checks made payable to the order of “Signature Bank, as Escrow Agent for Sequiam
      Corporation,” or wire
      transfer to Signature Bank, 261 Madison Avenue, New York, New York 10016, ABA
      No. 026013576 for credit to Signature Bank, as Escrow Agent for Sequiam
      Corporation, Account No. 1500716173,
      in each
      case, with the name, address and social security number or taxpayer
      identification number of the individual or entity making payment. In the event
      any Purchaser’s address and/or social security number or taxpayer identification
      number are not provided to Escrow Agent by the Purchaser, then Placement Agent
      and/or the Company agree to promptly provide Escrow Agent with such information
      in writing. The checks or wire transfers shall be deposited into a non
      interest-bearing account at Signature Bank entitled “Signature Bank, as Escrow
      Agent for Sequiam Corporation” (the “Escrow
      Account”).

    


    (b)    The
      collected funds deposited into the Escrow Account are referred to as the
“Escrow
      Funds.”

    


    (c)    The
      Escrow Agent shall have no duty or responsibility to enforce the collection
      or
      demand payment of any funds deposited into the Escrow Account. If, for any
      reason, any check deposited into the Escrow Account shall be returned unpaid
      to
      the Escrow Agent, the sole duty of the Escrow Agent shall be to return the
      check
      to the Purchaser and advise the Company and Placement Agent promptly
      thereof.

    


    2.    Release
      of Escrow Funds.
      The
      Escrow Funds shall be paid by the Escrow Agent in accordance with the
      following:

    


    (a)    In
      the
      event that the Company and Placement Agent advise the Escrow Agent in writing
      that the Offering has been terminated (the “Termination
      Notice”),
      the
      Escrow Agent shall promptly return the funds paid by each Purchaser to said
      Purchaser without interest or offset.

    


    (b)    The
      Escrow Agent shall, upon receipt of written instructions, in the form of
Exhibit
      A
      attached
      hereto or in form and substance satisfactory to the Escrow Agent, received
      from
      the Company and Placement Agent, pay the Escrow Funds in accordance with such
      written instructions, such payment or payments to be made by wire transfer
      within one (1) business day of receipt of such written
      instructions.

    


    (c)    If
      by
      3:00 P.M. Eastern time on the Termination Date, the Escrow Agent has not
      received written instructions from the Company and Placement Agent regarding
      the
      disbursement of the Escrow Funds, then the Escrow Agent shall promptly return
      the Escrow Funds to the Purchasers without interest or offset. The Escrow Funds
      returned to each Purchaser shall be free and clear of any and all claims of
      the
      Escrow Agent.

    


    (d)    Following
      the distribution of the Escrow Funds by the Escrow Agent in accordance with
      (b)
      of this Section 2 through the Termination Date, the Escrow Agent shall from
      time
      to time distribute any additional Escrow Funds, by wire transfer or bank check,
      in accordance with written instructions received from the Placement Agent and
      the company in the form of Exhibit
      A
      or in
      form and substance satisfactory to the Escrow Agent.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    (e)    The
      Escrow Agent shall not be required to pay any uncollected funds or any funds
      that are not available for withdrawal.

    


    (f)    If
      the
      Termination Date or any date that is a deadline under this Agreement for giving
      the Escrow Agent notice or instructions or for the Escrow Agent to take action
      is not a Banking Day, then such date shall be the Banking Day that immediately
      preceding that date. A Banking Day is any day other than a Saturday, Sunday
      or a
      day that a New York State chartered bank is not legally obligated to be
      opened.

    


    3.    Acceptance
      by Escrow Agent.
      The
      Escrow Agent hereby accepts and agrees to perform its obligations hereunder,
      provided that:

    


    (a)    The
      Escrow Agent may act in reliance upon any signature believed by it to be
      genuine, and may assume that any person who has been designated by Placement
      Agent or the Company to give any written instructions, notice or receipt, or
      make any statements in connection with the provisions hereof has been duly
      authorized to do so. Escrow Agent shall have no duty to make inquiry as to
      the
      genuineness, accuracy or validity of any statements or instructions or any
      signatures on statements or instructions. The names and true signatures of
      each
      individual authorized to act singly on behalf of the Company and Placement
      Agent
      are stated in Schedule
      II,
      which
      is attached hereto and made a part hereof. The Company and Placement Agent
      may
      each remove or add one or more of its authorized signers stated on Schedule
      II
      by notifying the Escrow Agent of such change in accordance with this Agreement,
      which notice shall include the true signature for any new authorized
      signatories.

    


    (b)    The
      Escrow Agent may act relative hereto in reliance upon advice of counsel in
      reference to any matter connected herewith. The Escrow Agent shall not be liable
      for any mistake of fact or error of judgment or law, or for any acts or
      omissions of any kind, unless caused by its willful misconduct or gross
      negligence.

    


    (c)    Placement
      Agent and the Company agree to indemnify and hold the Escrow Agent harmless
      from
      and against any and all claims, losses, costs, liabilities, damages, suits,
      demands, judgments or expenses (including but not limited to reasonable
      attorney’s fees) claimed against or incurred by Escrow Agent arising out of or
      related, directly or indirectly, to this Escrow Agreement unless caused by
      the
      Escrow Agent’s gross negligence or willful misconduct.

    


    (d)    In
      the
      event that the Escrow Agent shall be uncertain as to its duties or rights
      hereunder, the Escrow Agent shall be entitled to (i) refrain from taking any
      action other than to keep safely the Escrow Funds until it shall be directed
      otherwise by a court of competent jurisdiction, or (ii) deliver the Escrow
      Funds
      to a court of competent jurisdiction.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    (e)    The
      Escrow Agent shall have no duty, responsibility or obligation to interpret
      or
      enforce the terms of any agreement other than Escrow Agent’s obligations
      hereunder, and the Escrow Agent shall not be required to make a request that
      any
      monies be delivered to the Escrow Account, it being agreed that the sole duties
      and responsibilities of the Escrow Agent shall be to the extent not prohibited
      by applicable law (i) to accept checks or other instruments for the payment
      of
      money and wire transfers delivered to the Escrow Agent for the Escrow Account
      and deposit said checks and wire transfers into the non-interest bearing Escrow
      Account, and (ii) to disburse or refrain from disbursing the Escrow Funds as
      stated above, provided that the checks received by the Escrow Agent have been
      collected and are available for withdrawal.

    


    4.    Resignation
      and Termination of the Escrow Agent.
      The
      Escrow Agent may resign at any time by giving 30 days’ prior written notice of
      such resignation to Placement Agent and the Company. Upon providing such notice,
      the Escrow Agent shall have no further obligation hereunder except to hold
      as
      depositary the Escrow Funds that it receives until the end of such 30-day
      period. In such event, the Escrow Agent shall not take any action, other than
      receiving and depositing Purchasers checks and wire transfers in accordance
      with
      this Agreement, until the Company has designated a banking corporation, trust
      company, attorney or other person as successor. Upon receipt of such written
      designation signed by Placement Agent and the Company, the Escrow Agent shall
      promptly deliver the Escrow Funds to such successor and shall thereafter have
      no
      further obligations hereunder. If such instructions are not received within
      30
      days following the effective date of such resignation, then the Escrow Agent
      may
      deposit the Escrow Funds held by it pursuant to this Agreement with a clerk
      of a
      court of competent jurisdiction pending the appointment of a successor. In
      either case provided for in this paragraph, the Escrow Agent shall be relieved
      of all further obligations and released from all liability thereafter arising
      with respect to the Escrow Funds.

    


    5.    Termination.
      The
      Company and Placement Agent may terminate the appointment of the Escrow Agent
      hereunder upon written notice specifying the date upon which such termination
      shall take effect, which date shall be at least 30 days from the date of such
      notice. In the event of such termination, the Company and Placement Agent shall,
      within 30 days of such notice, appoint a successor escrow agent and the Escrow
      Agent shall, upon receipt of written instructions signed by the Company and
      Placement Agent, turn over to such successor escrow agent all of the Escrow
      Funds; provided,
      however,
      that if
      the Company and Placement Agent fail to appoint a successor escrow agent within
      such 30-day period, such termination notice shall be null and void and the
      Escrow Agent shall continue to be bound by all of the provisions hereof. Upon
      receipt of the Escrow Funds, the successor escrow agent shall become the escrow
      agent hereunder and shall be bound by all of the provisions hereof and Signature
      Bank shall be relieved of all further obligations and released from all
      liability thereafter arising with respect to the Escrow Funds and under this
      Agreement.

    


    6.        Investment.
      All
      funds received by the Escrow Agent shall be invested only in non-interest
      bearing bank accounts at Signature Bank.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    7.        Compensation.
      Escrow
      Agent shall be entitled, for the duties to be performed by it hereunder, to
      a
      fee of $2,500, which fee shall be paid by the Company upon the signing of this
      Agreement. In addition, the
      Company shall be obligated to reimburse Escrow Agent for all fees, costs and
      expenses incurred or that become due in connection with this Agreement or the
      Escrow Account, including reasonable attorney’s fees. Neither the modification,
      cancellation, termination or rescission of this Agreement nor the resignation
      or
      termination of the Escrow Agent shall affect the right of Escrow Agent to retain
      the amount of any fee which has been paid, or to be reimbursed or paid any
      amount which has been incurred or becomes due, prior to the effective date
      of
      any such modification, cancellation, termination, resignation or rescission.
      To
      the extent the Escrow Agent has incurred any such expenses, or any such fee
      becomes due, prior to any closing, the Escrow Agent shall advise the Company
      and
      the Company shall direct all such amounts to be paid directly at any such
      closing.

    


    8.        Notices.
      All
      notices, requests, demands and other communications required or permitted to
      be
      given hereunder shall be in writing and shall be deemed to have been duly given
      if sent by hand-delivery, by facsimile (followed by first-class mail), by
      nationally recognized overnight courier service or by prepaid registered or
      certified mail, return receipt requested, to the addresses set forth
      below:

    


    If
      to
      Placement Agent:

    


    vFinance
      Investments, Inc.

    880
      Third
      Avenue, 12th
      Floor

    New
      York,
      New York 10022

    Attention:
      Jonathan Rich

    Fax:
      (212) 380 2828

    


     

    If
      to the
      Company:

    


    
      	 	 
	 	 
	
              Attention:
                

            	 	 	 
	Fax: 	 	 	 


    

     

     

    If
      to
      Escrow Agent:

    


    Signature
      Bank

    261
      Madison Avenue

    New
      York,
      New York 10016

    Attention:
      Cliff
      Broder, Senior Vice President

    Fax:
      (646) 822-1359


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    9.       
 General.

    


    (a)    This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of New York applicable to agreements made and to be entirely
      performed within such State, without regard to choice of law
      principles.

    


    (b)    This
      Agreement sets forth the entire agreement and understanding of the parties
      with
      respect to the matters contained herein and supersedes all prior agreements,
      arrangements and understandings relating thereto.

    


    (c)    All
      of
      the terms and conditions of this Agreement shall be binding upon, and inure
      to
      the benefit of and be enforceable by, the parties hereto, as well as their
      respective successors and assigns.

    


    (d)    This
      Agreement may be amended, modified, superseded or canceled, and any of the
      terms
      or conditions hereof may be waived, only by a written instrument executed by
      each party hereto or, in the case of a waiver, by the party waiving compliance.
      The failure of any party at any time or times to require performance of any
      provision hereof shall in no manner affect its right at a later time to enforce
      the same. No waiver of any party of any condition, or of the breach of any
      term
      contained in this Agreement, whether by conduct or otherwise, in any one or
      more
      instances shall be deemed to be or construed as a further or continuing waiver
      of any such condition or breach or a waiver of any other condition or of the
      breach of any other term of this Agreement. No party may assign any rights,
      duties or obligations hereunder unless all other parties have given their prior
      written consent.

    


    (e)    If
      any
      provision included in this Agreement proves to be invalid or unenforceable,
      it
      shall not affect the validity of the remaining provisions.

    


    (f)    This
      Agreement and any modification or amendment of this Agreement may be executed
      in
      several counterparts or by separate instruments and all of such counterparts
      and
      instruments shall constitute one agreement, binding on all of the parties
      hereto.

    


    10.      Form
      of Signature.
      The
      parties hereto agree to accept a facsimile transmission copy of their respective
      actual signatures as evidence of their actual signatures to this Agreement
      and
      any modification or amendment of this Agreement; provided,
      however,
      that
      each party who produces a facsimile signature agrees, by the express terms
      hereof, to place, promptly after transmission of his or her signature by fax,
      a
      true and correct original copy of his or her signature in overnight mail to
      the
      address of the other party.

    


    


    ******************************


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      parties have duly executed this Agreement as of the date first set forth
      above.

    


    


    
      
        	
                SEQUIAM
                  CORPORTION

              	 	
                VFINANCE
                  INVESTMENTS, INC.

              
	 	 	 	 	 
	 	 	 	 	 
	
                By:
                  

              	
                 

              	 	
                By:
                  

              	
                 

              
	 	
                Name:
                  

              	 	 	
                Name:
                  

              
	 	
                Title:
                  

              	 	 	
                Title:
                  

              


      



    


    


    SIGNATURE
      BANK

    


    


    
      	
              By:
                

            	
               

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 
	 	 	 
	 	 	 
	
              By:
                

            	
               

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

    

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

     

    Schedule
      I

    


    


    OFFERING
      DOCUMENTS

    

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

     

    Schedule
      II

    


    


    The
      Escrow Agent is authorized to accept instructions signed or believed by the
      Escrow Agent to be signed by any one of the following on behalf of the Company
      and Placement Agent.

    


    
 

    Sequiam
      Corporation

    


     

    
      	
              Name

            	 	
              True
                Signature

            
	 	 	 
	 	 	 
	
               

            	 	
               

            


    

    


     

    vFinance
      Investments, Inc.

    


     

    
      	
              Name

            	 	
              True
                Signature

            
	 	 	 
	 	 	 
	
               

            	 	
               

            
	 	 	 
	
               

            	 	
               

            
	 	 	 


    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    Exhibit
      A

    


    INSTRUCTIONS
      TO DISBURSE ESCROW FUNDS

     

    Date:
      

    


    SIGNATURE
      BANK

    261
      Madison Avenue

    New
      York,
      N.Y. 10016

    Attn:
      Cliff Broder, Senior Vice President

    


    Dear
      Mr.
      Broder:

    


    In
      accordance with the terms of paragraph 2(_) of an Escrow Deposit Agreement
      dated
      ___ _______, by and among Sequiam Corporation (the “Company”), vFinance
      Investments, Inc. (“Placement Agent”), and Signature Bank (the “Escrow Agent”),
      the Company and Placement Agent hereby notifies the Escrow Agent that
      the
      ________ closing will be held on ___________ for gross proceeds of
      $_________.

    


    PLEASE
      DISTRIBUTE FUNDS BY WIRE TRANSFER OR CHECK OR TRANSFER AS FOLLOWS (wire
      instructions attached if applicable):

    


    


    
      	
              Sequiam
                Corporation

            	 	
              $

            
	 	 	 
	 	 	 
	
              vFinance
                Investments, Inc

            	 	
              $

            
	 	 	 
	
               

            	 	
              $

            


    

    


    


    Very
      truly yours,

    


    
      	
              Sequiam
                Corporation

            	 
	 	 	 
	
              By:

            	
               

            	 
	
              Name:

            	
               

            	 
	
              Title:

            	
               

            	 
	 	 	 
	
              vFinance
                Investments, Inc.

            	 
	 	 	 
	
              By:

            	
               

            	 
	
              Name:

            	
               

            	 
	
              Title:

            	
               

            	 


    

     

     

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