Side Letter Agreement Regarding 8% Convertible Debenture between Sequiam Corporation and La Jolla Cove Investors, Inc.

Summary

This agreement is between Sequiam Corporation and La Jolla Cove Investors, Inc. It outlines that, starting the month after a registration statement becomes effective, La Jolla Cove must convert at least 5% of the original principal of an 8% Convertible Debenture each month and exercise related warrants, as long as the shares are available and tradeable. If La Jolla Cove fails to do so, it forfeits interest for that month. Sequiam also agrees not to pay certain outstanding salaries or loans until the debenture is fully paid, with limited exceptions.

EX-4.4 6 doc5.txt Exhibit 4.4 LA JOLLA COVE INVESTORS, INC. 2250 UNION STREET, SUITE 301 SAN FRANCISCO, CALIFORNIA 94123 TELEPHONE: (415) 409-8703 FACSIMILE: (415) 409-8704 E-MAIL: ***@*** LA JOLLA www.ljcinvestors.com SAN FRANCISCO - -------------------------------------------------------------------------------- March 5, 2003 Mr. Nick VandenBrekel Sequiam Corporation 300 Sunport Lane Orlando, Florida 32809 Dear Mr. VandenBrekel, Reference is made to the 8 % Convertible Debenture issued by Sequiam Corporation (the "Company") to La Jolla Cove Investors, Inc. ("LJCI") dated March 5, 2003. Beginning the first full calendar month following the effective date of the registration statement, LJCI shall each calendar month, at the option of the Company, convert at least five percent (5%) of the of the original Principal Amount of the Debenture and exercise the related Warrants, provided that the Common Shares are available, registered and freely tradeable. In the event that Holder breaches this provision, Holder shall not be entitled to collect interest on the Debenture for that month. The Company agrees that it will not pay any accrued salaries or shareholder loans that are presently outstanding until after the Convertible Debenture is paid in full, except to the extent that any such accrued salaries or shareholder loans are used to perform obligations under the Put and Call Agreement between Nick VandenBrekel, Mark Mroczkowski and LJCI dated as of March 5, 2003, or are paid out of the proceeds of additional financing obtained by the Company. Sincerely, /s/ Travis Huff Travis W. Huff Portfolio Manager Agreed to: Sequiam Corporation By: /s/ Nicholas H. VandenBrekel ---------------------------- Title: CEO -------------------------