AMENDMENT NO. 1 TO CONSENT & WAIVER
AMENDMENT
NO. 1 TO
CONSENT
& WAIVER
WHEREAS,
the Sequiam Corporation (the "Company") and DKR SoundShore Oasis Holding
Fund Ltd. (the "Investor") entered into that certain Consent & Waiver dated
as of April 28, 2006 (the "Consent") providing for certain consents and waivers;
and
WHEREAS,
the Company and the Investor have agreed to amend certain provisions
of the Consent.
NOW,
THEREFORE, for and in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt and
sufficiency
of which are hereby acknowledged and confessed, the Consent is hereby amended,
and
the
Company and the Investor hereby agree as follows:
1. Extension
of Certain Consent & Waiver.
The
Investor hereby agrees to extend
its waiver and consent set forth in the fifth paragraph of the Consent with
respect to an additional
issuance; provided that such issuance occurs on or prior to June 30, 2006 and
the aggregate amount of such issuance does not exceed the $380,000 Stated Value
of Preferred Stock.
Notwithstanding the foregoing, the undersigned shall only provide such consents
and waivers
if the Company closes the transaction referenced above on or before June 30,
2006 and the
aggregate amount of the issuance does not exceed $380,000 stated value of
Preferred Stock. If
the
Company does not close the transaction on or before June 30, 2006 or the
aggregate amount
is
to exceed $380,000 stated value of Preferred Stock, the undersigned shall be
deemed not
to
have given the waivers and consents set forth herein.
2. Filing
of 8-K.
The
Company agrees to file an 8-K by 9:30AM Eastern time
on
the Trading Day following of the closing of the transaction referenced above
disclosing the
material terms of this Amendment to the Consent & Waiver
Agreement.
3. Effect
of Amendment to Consent & Waiver.
Subject
to the consents and waivers provided herein, the transaction documents entered
into between the Company and the Investor
(the "Transaction Documents") shall remain in full force and effect. Except
as
expressly set forth herein, this Agreement shall not be deemed to be a waiver,
amendment or modification of
any
provisions of the Transaction Documents or of any right, power or remedy of
the
Investor, or constitute a waiver of any provision of the Transaction Documents
(except to the extent herein set
forth), or any other document, instrument and/or agreement executed or delivered
in connection
therewith, in each case whether arising before or after the date hereof or
as a
result of performance hereunder or thereunder. Except as set forth herein,
the
Investor reserves all rights, remedies, powers, or privileges available under
the Transaction Documents, at law or otherwise. This
Agreement shall not constitute a novation or satisfaction and accord of the
Transaction Documents
or any other document, instrument and/or agreement executed or delivered in
connection
therewith.
IN
WITNESS
WHEREOF, the
parties hereto have executed this instrument as of this 20th day of
June,
2006.
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SEQUIAM
CORPORATION
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By:
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Name:
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Title:
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DKR
SOUNDSHORE OASIS HOLDING FUND LTD.
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By:
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/s/
Xxxx Xxxxxxx
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Name:
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Xxxx
Xxxxxxx
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Title:
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Director
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