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 3 ^rd 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.

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 .

(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.

(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 Placemen