SEQUIAM CORP
COMMON STOCK PURCHASE WARRANT
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>doc6.txt
<DESCRIPTION>COMMON STOCK PURCHASE WARRANT
<TEXT>
Exhibit  10.5

          THIS  WARRANT  AND  THE SHARES OF COMMON STOCK ISSUABLE UPON
          EXERCISE  OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
          SECURITIES  ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
          LAWS.  THIS  WARRANT  AND  THE  COMMON  STOCK  ISSUABLE UPON
          EXERCISE  OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE,
          PLEDGED  OR  HYPOTHECATED  IN  THE  ABSENCE  OF AN EFFECTIVE
          REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND
          ANY  APPLICABLE  STATE  SECURITIES  LAWS  OR  AN  OPINION OF
          COUNSEL  REASONABLY SATISFACTORY TO SEQUIAM CORPORATION THAT
          SUCH  REGISTRATION  IS  NOT  REQUIRED.

            Right to Purchase up to 666,666 Shares of Common Stock of
                               Sequiam Corporation
                               -------------------
                   (subject to adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

No. _________________                                Issue Date:  April 27, 2004

     SEQUIAM CORPORATION, a corporation organized under the laws of the State of
California ("Sequiam"), hereby certifies that, for value received, LAURUS MASTER
FUND,  LTD.,  or  assigns  (the "Holder"), is entitled, subject to the terms set
forth below, to purchase from the Company (as defined herein) from and after the
Issue  Date  of  this  Warrant  and at any time or from time to time before 5:00
p.m.,  New  York  time,  through  the  close  of  business  April  27, 2010 (the
"Expiration  Date"), up to 666,666 fully paid and nonassessable shares of Common
Stock  (as  hereinafter  defined),  $0.01 par value per share, at the applicable
Exercise  Price  per share (as defined below).  The number and character of such
shares  of  Common Stock and the applicable Exercise Price per share are subject
to  adjustment  as  provided  herein.

     As  used herein the following terms, unless the context otherwise requires,
have  the  following  respective  meanings:

          (a)     The  term  "Company" shall include Sequiam and any corporation
     which  shall  succeed,  or  assume  the  obligations of, Sequiam hereunder.

          (b)     The  term  "Common  Stock"  includes  (i) the Company's Common
     Stock,  par value $0.01 per share; and (ii) any other securities into which
     or  for  which  any  of the securities described in (a) may be converted or
     exchanged  pursuant  to a plan of recapitalization, reorganization, merger,
     sale  of  assets  or  otherwise.

          (c)     The  term  "Other  Securities" refers to any stock (other than
     Common  Stock)  and  other  securities  of  the Company or any other person
     (corporate  or otherwise) which the holder of the Warrant at any time shall
     be  entitled  to  receive,  or  shall  have


                                        1
<PAGE>
     received,  on  the  exercise  of  the Warrant, in lieu of or in addition to
     Common  Stock,  or  which  at any time shall be issuable or shall have been
     issued  in  exchange  for  or  in  replacement  of  Common  Stock  or Other
     Securities  pursuant  to  Section  4  or  otherwise.

          (d)     The "Exercise Price" applicable under this Warrant shall be as
     follows:

               (i)     a  price  of  $0.83 [125% of the average closing price of
          Common Stock for the twenty (20) trading days immediately prior to the
          date  hereof]  for  the  first  222,222  shares  acquired  hereunder;

               (ii)     a  price  of $0.99 [150% of the average closing price of
          Common Stock for the twenty (20) trading days immediately prior to the
          date  hereof]  for  the  next  222,222  shares acquired hereunder; and

               (iii)     a  price of $1.16 [175% of the average closing price of
          Common Stock for the twenty (20) trading days immediately prior to the
          date  hereof]  for  any  additional  shares  acquired  hereunder.

     1.     Exercise  of  Warrant.
            ---------------------

          1.1     Number  of  Shares Issuable upon Exercise.  From and after the
                  -----------------------------------------
date  hereof  through  and  including  the  Expiration Date, the Holder shall be
entitled  to  receive,  upon  exercise  of  this Warrant in whole or in part, by
delivery  of  an original or fax copy of an exercise notice in the form attached
hereto  as  Exhibit  A  (the  "Exercise  Notice"), shares of Common Stock of the
Company,  subject  to  adjustment  pursuant  to  Section  4.

          1.2     Fair  Market  Value.  For  purposes  hereof,  the "Fair Market
                  -------------------
Value"  of  a  share of Common Stock as of a particular date (the "Determination
Date")  shall  mean:

          (a)     If  the Company's Common Stock is traded on the American Stock
     Exchange  or  another  national  exchange  or  is quoted on the National or
     SmallCap  Market  of  The  Nasdaq  Stock  Market,  Inc.("Nasdaq"), then the
     closing  or  last  sale price, respectively, reported for the last business
     day  immediately  preceding  the  Determination  Date.

          (b)     If  the  Company's  Common Stock is not traded on the American
     Stock  Exchange or another national exchange or on the Nasdaq but is traded
     on the NASD OTC Bulletin Board, then the mean of the average of the closing
     bid  and  asked  prices  reported  for  the  last  business day immediately
     preceding  the  Determination  Date.

          (c)     Except  as  provided  in  clause  (d)  below, if the Company's
     Common  Stock  is  not  publicly traded, then as the Holder and the Company
     agree  or in the absence of agreement by arbitration in accordance with the
     rules  then  in  effect  of  the American Arbitration Association, before a
     single  arbitrator  to  be  chosen  from  a  panel  of persons qualified by
     education  and  training  to  pass  on  the  matter  to  be  decided.


                                        2
<PAGE>
          (d)     If  the  Determination  Date  is  the  date  of a liquidation,
     dissolution  or  winding  up,  or  any  event  deemed  to be a liquidation,
     dissolution  or  winding  up  pursuant  to  the Company's charter, then all
     amounts  to be payable per share to holders of the Common Stock pursuant to
     the  charter  in  the event of such liquidation, dissolution or winding up,
     plus  all  other  amounts  to be payable per share in respect of the Common
     Stock  in  liquidation under the charter, assuming for the purposes of this
     clause  (d)  that  all  of  the  shares  of Common Stock then issuable upon
     exercise  of  the  Warrant  are  outstanding  at  the  Determination  Date.

          1.3     Company  Acknowledgment.  The Company will, at the time of the
                  -----------------------
exercise  of  the  Warrant, upon the request of the holder hereof acknowledge in
writing  its  continuing obligation to afford to such holder any rights to which
such holder shall continue to be entitled after such exercise in accordance with
the  provisions  of  this  Warrant.  If  the  holder shall fail to make any such
request,  such failure shall not affect the continuing obligation of the Company
to  afford  to  such  holder  any  such  rights.

          1.4     Trustee  for  Warrant  Holders.  In  the  event that a bank or
                  ------------------------------
trust  company  shall  have  been  appointed  as  trustee for the holders of the
Warrant  pursuant  to  Subsection 3.2, such bank or trust company shall have all
the  powers  and  duties of a warrant agent (as hereinafter described) and shall
accept,  in its own name for the account of the Company or such successor person
as may be entitled thereto, all amounts otherwise payable to the Company or such
successor,  as  the  case  may  be, on exercise of this Warrant pursuant to this
Section  1.

     2.     Procedure  for  Exercise.
            ------------------------

          2.1     Delivery  of  Stock  Certificates,  Etc.,  on  Exercise.  The
                  -------------------------------------------------------
Company  agrees  that the shares of Common Stock purchased upon exercise of this
Warrant  shall  be deemed to be issued to the Holder as the record owner of such
shares  as of the close of business on the date on which this Warrant shall have
been  surrendered  and  payment made for such shares in accordance herewith.  As
soon  as  practicable after the exercise of this Warrant in full or in part, and
in  any  event  within  three  (3)  business days thereafter, the Company at its
expense  (including  the payment by it of any applicable issue taxes) will cause
to be issued in the name of and delivered to the Holder, or as such Holder (upon
payment  by  such  Holder  of  any  applicable  transfer  taxes)  may  direct in
compliance  with  applicable  securities laws, a certificate or certificates for
the  number  of  duly and validly issued, fully paid and nonassessable shares of
Common  Stock  (or  Other  Securities) to which such Holder shall be entitled on
such  exercise, plus, in lieu of any fractional share to which such holder would
otherwise  be  entitled, cash equal to such fraction multiplied by the then Fair
Market  Value  of  one  full  share,  together  with  any  other  stock or other
securities  and property (including cash, where applicable) to which such Holder
is entitled upon such exercise pursuant to Section 1 or otherwise.

          2.2     Exercise.  Payment  may  be  made  either  (i)  in  cash or by
                  --------
certified  or  official  bank check payable to the order of the Company equal to
the  applicable  aggregate  Exercise  Price, (ii) by delivery of the Warrant, or
shares  of  Common  Stock  and/or  Common  Stock receivable upon exercise of the
Warrant  in  accordance with Section (b) below, or (iii) by a combination of any
of  the  foregoing  methods,  for  the  number  of  Common  Shares  specified in


                                        3
<PAGE>
such  Exercise  Notice (as such exercise number shall be adjusted to reflect any
adjustment  in the total number of shares of Common Stock issuable to the Holder
per  the  terms  of  this Warrant) and the Holder shall thereupon be entitled to
receive  the  number  of  duly  authorized,  validly  issued,  fully-paid  and
non-assessable  shares  of  Common  Stock  (or  Other  Securities) determined as
provided  herein.  Notwithstanding any provisions herein to the contrary, if the
Fair  Market  Value  of  one  share of Common Stock is greater than the Exercise
Price  (at  the  date  of calculation as set forth below), in lieu of exercising
this Warrant for cash, the Holder may elect to receive shares equal to the value
(as  determined  below) of this Warrant (or the portion thereof being exercised)
by  surrender  of  this  Warrant at the principal office of the Company together
with  the  properly  endorsed  Exercise  Notice in which event the Company shall
issue  to  the  Holder  a  number  of  shares of Common Stock computed using the
following  formula:

     X=Y     (A-B)
            -------
               A

     Where  X  = the number of shares of Common Stock to be issued to the Holder

     Y =  the  number of shares of Common Stock purchasable under the Warrant
          or,  if  only a portion of the Warrant is being exercised, the portion
          of  the  Warrant  being  exercised  (at  the date of such calculation)

     A =  the Fair Market Value of one share of the Company's Common Stock (at
          the  date  of  such  calculation)

     B =  Exercise  Price  (as  adjusted  to  the  date  of such calculation)

     3.     Effect  of  Reorganization,  Etc.;  Adjustment  of  Exercise  Price.
            -------------------------------------------------------------------

          3.1     Reorganization,  Consolidation,  Merger,  Etc.  In case at any
                  ---------------------------------------------
time  or  from  time to time, the Company shall (a) effect a reorganization, (b)
consolidate  with  or  merge  into  any  other  person,  or  (c) transfer all or
substantially all of its properties or assets to any other person under any plan
or  arrangement contemplating the dissolution of the Company, then, in each such
case,  as  a  condition  to  the  consummation of such a transaction, proper and
adequate  provision  shall  be  made  by  the Company whereby the Holder of this
Warrant,  on  the exercise hereof as provided in Section 1 at any time after the
consummation  of  such  reorganization, consolidation or merger or the effective
date  of  such  dissolution,  as  the case may be, shall receive, in lieu of the
Common  Stock  (or  Other  Securities)  issuable  on such exercise prior to such
consummation or such effective date, the stock and other securities and property
(including  cash)  to  which  such  Holder  would  have  been entitled upon such
consummation or in connection with such dissolution, as the case may be, if such
Holder  had so exercised this Warrant, immediately prior thereto, all subject to
further  adjustment  thereafter  as  provided  in  Section  4.

          3.2     Dissolution.  In  the  event of any dissolution of the Company
                  -----------
following  the transfer of all or substantially all of its properties or assets,
the  Company,  concurrently with any distributions made to holders of its Common
Stock,  shall  at its expense deliver or cause to be delivered to the Holder the
stock  and  other  securities  and  property  (including  cash,  where


                                        4
<PAGE>
applicable) receivable by the Holder of the Warrant pursuant to Section 3.1, or,
if  the  Holder  shall  so  instruct  the  Company,  to  a bank or trust company
specified  by  the  Holder  and  having  its principal office in New York, NY as
trustee  for  the  Holder  of  the  Warrant  (the  "Trustee").

          3.3     Continuation  of  Terms.  Upon  any  reorganization,
                  -----------------------
consolidation,  merger  or transfer (and any dissolution following any transfer)
referred  to  in  this  Section 3, this Warrant shall continue in full force and
effect and the terms hereof shall be applicable to the shares of stock and other
securities  and  property  receivable  on the exercise of this Warrant after the
consummation  of  such  reorganization, consolidation or merger or the effective
date  of  dissolution following any such transfer, as the case may be, and shall
be  binding upon the issuer of any such stock or other securities, including, in
the  case of any such transfer, the person acquiring all or substantially all of
the  properties  or assets of the Company, whether or not such person shall have
expressly  assumed  the  terms of this Warrant as provided in Section 4.  In the
event  this  Warrant  does  not  continue  in  full  force  and effect after the
consummation of the transactions described in this Section 3, then the Company's
securities  and  property  (including  cash, where applicable) receivable by the
Holders  of  the  Warrant  will  be  delivered  to  Holder  or  the  Trustee  as
contemplated  by  Section  3.2.

     4.     Extraordinary  Events Regarding Common Stock.  In the event that the
            --------------------------------------------
Company  shall  (a) issue additional shares of the Common Stock as a dividend or
other  distribution  on  outstanding Common Stock, (b) subdivide its outstanding
shares  of  Common  Stock,  or  (c) combine its outstanding shares of the Common
Stock  into  a  smaller number of shares of the Common Stock, then, in each such
event,  the  Exercise  Price  shall,  simultaneously  with the happening of such
event,  be  adjusted  by  multiplying the then Exercise Price by a fraction, the
numerator  of  which  shall  be the number of shares of Common Stock outstanding
immediately prior to such event and the denominator of which shall be the number
of  shares  of  Common  Stock  outstanding immediately after such event, and the
product  so  obtained shall thereafter be the Exercise Price then in effect. The
Exercise  Price, as so adjusted, shall be readjusted in the same manner upon the
happening  of any successive event or events described herein in this Section 4.
The  number  of  shares  of  Common  Stock that the holder of this Warrant shall
thereafter,  on  the  exercise  hereof  as provided in Section 1, be entitled to
receive  shall  be increased to a number determined by multiplying the number of
shares  of  Common  Stock  that  would otherwise (but for the provisions of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator
is  the  Exercise  Price  that  would  otherwise (but for the provisions of this
Section 4) be in effect, and (b) the denominator is the Exercise Price in effect
on  the  date  of  such  exercise.


                                        5
<PAGE>
     5.     Certificate  as  to  Adjustments.  In each case of any adjustment or
            --------------------------------
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise  of  the  Warrant,  the  Company at its expense will promptly cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or  readjustment  in  accordance  with  the  terms  of the Warrant and prepare a
certificate  setting forth such adjustment or readjustment and showing in detail
the  facts  upon  which  such  adjustment  or readjustment is based, including a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to  have been issued or sold, (b) the number of shares of Common Stock (or Other
Securities)  outstanding or deemed to be outstanding, and (c) the Exercise Price
and  the  number  of shares of Common Stock to be received upon exercise of this
Warrant,  in  effect immediately prior to such adjustment or readjustment and as
adjusted  or readjusted as provided in this Warrant.  The Company will forthwith
mail  a  copy  of  each  such  certificate  to the holder of the Warrant and any
Warrant agent of the Company (appointed pursuant to Section 11 hereof).

     6.     Reservation  of  Stock,  Etc., Issuable on Exercise of Warrant.  The
            --------------------------------------------------------------
Company  will  at  all times reserve and keep available, solely for issuance and
delivery  on  the  exercise  of  the  Warrant,  shares of Common Stock (or Other
Securities) from time to time issuable on the exercise of the Warrant.

     7.     Assignment;  Exchange  of  Warrant.  Subject  to  compliance  with
            ----------------------------------
applicable  securities  laws, this Warrant, and the rights evidenced hereby, may
be  transferred  by any registered holder hereof (a "Transferor") in whole or in
part.  On  the  surrender  for  exchange  of this Warrant, with the Transferor's
endorsement  in  the  form  of  Exhibit  B  attached  hereto  (the  "Transferor
Endorsement  Form")  and  together  with evidence reasonably satisfactory to the
Company  demonstrating  compliance  with applicable securities laws, which shall
include,  without  limitation,  the  provision  of  a  legal  opinion  from  the
Transferor's  counsel  (at  the  Company's expense) that such transfer is exempt
from  the  registration  requirements  of  applicable  securities laws, and with
payment  by  the  Transferor  of  any  applicable transfer taxes) will issue and
deliver  to  or  on  the  order  of the Transferor thereof a new Warrant of like
tenor,  in the name of the Transferor and/or the transferee(s) specified in such
Transferor  Endorsement  Form (each a "Transferee"), calling in the aggregate on
the face or faces thereof for the number of shares of Common Stock called for on
the face or faces of the Warrant so surrendered by the Transferor.

     8.     Replacement  of  Warrant.  On  receipt  of  evidence  reasonably
            ------------------------
satisfactory  to  the  Company  of the loss, theft, destruction or mutilation of
this  Warrant  and,  in  the case of any such loss, theft or destruction of this
Warrant,  on  delivery  of  an  indemnity  agreement  or  security  reasonably
satisfactory  in  form  and  amount  to  the Company or, in the case of any such
mutilation,  on  surrender  and cancellation of this Warrant, the Company at its
expense  will execute and deliver, in lieu thereof, a new Warrant of like tenor.

     9.     Registration  Rights.  The  Holder  of this Warrant has been granted
            --------------------
certain  registration  rights by the Company.  These registration rights are set
forth  in  a  Registration  Rights  Agreement  entered  into  by the Company and
Purchaser  dated  as  of  even  date  of  this  Warrant.


                                        6
<PAGE>
     10.     Maximum  Exercise.  The  Holder  shall  not be entitled to exercise
             -----------------
this  Warrant  on  an exercise date, in connection with that number of shares of
Common  Stock which would be in excess of the sum of (i) the number of shares of
Common  Stock beneficially owned by the Holder and its affiliates on an exercise
date,  and  (ii) the number of shares of Common Stock issuable upon the exercise
of this Warrant with respect to which the determination of this proviso is being
made  on  an  exercise  date,  which would result in beneficial ownership by the
Holder and its affiliates of more than 4.99% of the outstanding shares of Common
Stock  of  the  Company  on  such  date.  For the purposes of the proviso to the
immediately  preceding  sentence,  beneficial  ownership  shall be determined in
accordance  with  Section  13(d)  of  the  Securities  Exchange  Act of 1934, as
amended,  and  Regulation  13d-3 thereunder.  Notwithstanding the foregoing, the
restriction described in this paragraph may be revoked upon 75 days prior notice
from  the Holder to the Company and is automatically null and void upon an Event
of  Default  under  the  Note.

     11.     Warrant  Agent.  The  Company  may,  by  written notice to the each
             --------------
Holder  of the Warrant, appoint an agent for the purpose of issuing Common Stock
(or  Other  Securities)  on  the exercise of this Warrant pursuant to Section 1,
exchanging  this  Warrant  pursuant  to  Section  7,  and replacing this Warrant
pursuant  to  Section  8,  or  any  of  the  foregoing,  and thereafter any such
issuance,  exchange  or  replacement,  as the case may be, shall be made at such
office  by  such  agent.

     12.     Transfer on the Company's Books.  Until this Warrant is transferred
             -------------------------------
on  the books of the Company, the Company may treat the registered holder hereof
as the absolute owner hereof for all purposes, notwithstanding any notice to the
contrary.

     13.     Notices,  Etc.  All  notices  and  other  communications  from  the
             -------------
Company  to the Holder of this Warrant shall be mailed by first class registered
or  certified  mail, postage prepaid, at such address as may have been furnished
to  the Company in writing by such Holder or, until any such Holder furnishes to
the  Company an address, then to, and at the address of, the last Holder of this
Warrant who has so furnished an address to the Company.

     14.     Voluntary  Adjustment  by the Company.  The Company may at any time
             -------------------------------------
during  the  term  of this Warrant reduce the then current Exercise Price to any
amount  and  for any period of time deemed appropriate by the Board of Directors
of  the  Company.


                                        7
<PAGE>
     15.     Miscellaneous.  This  Warrant  and  any term hereof may be changed,
             -------------
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is  sought.  This  Warrant shall be governed by and construed in accordance with
the laws of State of New York without regard to principles of conflicts of laws.
Any  action  brought  concerning  the  transactions contemplated by this Warrant
shall  be  brought only in the state courts of New York or in the federal courts
located  in the state of New York; provided, however, that the Holder may choose
to  waive this provision and bring an action outside the state of New York.  The
individuals  executing  this Warrant on behalf of the Company agree to submit to
the  jurisdiction  of such courts and waive trial by jury.  The prevailing party
shall be entitled to recover from the other party its reasonable attorney's fees
and  costs.  In  the  event  that  any  provision  of this Warrant is invalid or
unenforceable  under  any applicable statute or rule of law, then such provision
shall  be  deemed  inoperative  to the extent that it may conflict therewith and
shall  be deemed modified to conform with such statute or rule of law.  Any such
provision  which  may  prove  invalid  or  unenforceable under any law shall not
affect  the  validity  or enforceability of any other provision of this Warrant.
The  headings  in this Warrant are for purposes of reference only, and shall not
limit  or  otherwise  affect  any  of  the  terms  hereof.  The  invalidity  or
unenforceability  of any provision hereof shall in no way affect the validity or
enforceability  of  any  other  provision hereof.  The Company acknowledges that
legal  counsel  participated  in the preparation of this Warrant and, therefore,
stipulates  that  the  rule  of construction that ambiguities are to be resolved
against  the  drafting  party shall not be applied in the interpretation of this
Warrant  to  favor  any  party  against  the  other  party.

                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK;
                            SIGNATURE PAGE FOLLOWS.]


                                        8
<PAGE>
     IN  WITNESS  WHEREOF,  the Company has executed this Warrant as of the date
first  written  above.


                                               SEQUIAM  CORPORATION

WITNESS:
                                               By:
                                                      --------------------------
                                               Name:
                                                      --------------------------
                                               Title:
-----------------------------                         --------------------------




                                        9
<PAGE>
                                    EXHIBIT A

                              FORM OF SUBSCRIPTION
                   (To Be Signed Only On Exercise Of Warrant)

TO:  Sequiam  Corporation



     Attention:     Chief  Financial  Officer

     The  undersigned,  pursuant  to  the  provisions  set forth in the attached
Warrant (No.____), hereby irrevocably elects to purchase (check applicable box):


________      ________ shares of the Common Stock covered by such Warrant; or


________      the  maximum  number  of  shares  of Common Stock covered by such
              Warrant  pursuant to the cashless exercise procedure set forth in
              Section  2.


     The  undersigned herewith makes payment of the full Exercise Price for such
shares  at  the  price  per  share  provided  for  in  such  Warrant,  which  is
$___________.  Such  payment  takes the form of (check applicable box or boxes):


________      $__________ in lawful money of the United States; and/or


________      the  cancellation  of  such portion of the attached Warrant as is
              exercisable  for a total of _______ shares of Common Stock (using
              a  Fair  Market  Value of $_______ per share for purposes of this
              calculation);  and/or

________      the  cancellation  of such number of shares of Common Stock as is
              necessary,  in  accordance  with the formula set forth in Section
              2.2,  to exercise this Warrant with respect to the maximum number
              of  shares  of  Common Stock purchasable pursuant to the cashless
              exercise  procedure  set  forth  in  Section  2.


     The undersigned requests that the certificates for such shares be issued in
the  name  of,  and  delivered to ______________________________________________
whose  address  is
___________________________________________________________________________.

     The  undersigned  represents  and warrants that all offers and sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933,  as  amended  (the  "Securities  Act")  or  pursuant  to an exemption from
registration  under  the  Securities  Act.

Dated:___________________________   ___________________________________________
                                    (Signature must conform to name of holder as
                                    specified on the face of the  Warrant)

                                    Address:____________________________________

                                            ____________________________________


                                      A-1
<PAGE>
                                    EXHIBIT B

                         FORM OF TRANSFEROR ENDORSEMENT
                   (To Be Signed Only On Transfer Of Warrant)

     For  value  received,  the undersigned hereby sells, assigns, and transfers
unto  the  person(s)  named  below  under  the  heading  "Transferees" the right
represented  by  the  within  Warrant  to  purchase the percentage and number of
shares  of  Common  Stock  of  Sequiam Corporation into which the within Warrant
relates  specified  under  the  headings  "Percentage  Transferred"  and "Number
Transferred,"  respectively, opposite the name(s) of such person(s) and appoints
each  such  person  Attorney  to  transfer  its respective right on the books of
Sequiam  Corporation  with  full  power  of  substitution  in  the  premises.

                                                  Percentage        Number
Transferees             Address                   Transferred     Transferred
-----------             -------                   -----------     -----------

______________________  ________________________  ____________  ______________

______________________  ________________________  ____________  ______________

______________________  ________________________  ____________  ______________

______________________  ________________________  ____________  ______________


Dated:___________________________   ___________________________________________
                                    (Signature must conform to name of holder as
                                    specified on the face of the  Warrant)

                                    Address:____________________________________

                                            ____________________________________



                                     SIGNED  IN  THE  PRESENCE  OF:


                                     ___________________________________________
                                                       (Name)

ACCEPTED  AND  AGREED:
[TRANSFEREE]


____________________________________
              (Name)


                                      B-1
<PAGE>

</TEXT>
</DOCUMENT>
