EX-10.3 5 doc4.txt Exhibit 10.3 Letter Agreement dated December 5, 2003, between Sequiam Corporation and The Eversull Group, Inc. Jack W. Eversull President [LOGO OMITTED] December 1, 2003 Mr. Nick VandenBrekel Chairman, President & CEO Sequiam Corporation 300 Sunport Lane Orlando, FL 32809 Dear Nick: This Letter Agreement between The Eversull Group, Inc. (TEG) and Sequiam Corporation (SQUM) outlines the terms and conditions for investor, shareholder, press relations and capital search consulting services which will be rendered effective December 1, 2003. TERMS AND CONDITIONS - 1. Monthly retainer payable in advance of $2,000.00 on or before the 1st of each month and an annual retainer of 144 restricted shares payable as a 140,000 share grant beginning December 1, 2003. Monthly retainer will be accrued for the first ninety (90) days of this agreement and will be paid on March 1, 2003. - 2. Out of pocket expenses paid by TEG on behalf of SQUM, will be billed to SQUM with a 10% accounting charge added. - 3. A $250.00 increase in the monthly fee will be earned up to a maximum of $4,000.00 monthly retainer for attainment of each of the following performance objectives: a. SQUM's common stock reaches $.50 per share, adjusted for splits and stock dividends. b. SQUM's common stock reaches $1.00 per share, adjusted for splits and stock dividends. c. SQUM's common stock reaches $2.00 per share, adjusted for splits and stock dividends. The Eversull Group Investor Relations Consulting & Shareholder Services consulting --------------------------------------------------------------- 5728 LBJ Freeway, Suite 200 Dallas, Texas 75240 Voice (972) 991-1672 Fax (972) 991-7359 Website: www.theeversullgroup.com E-mail jack@theeversullgroup.com ------------------------ ------------------------- xii SEQUIAM CORPORATION DECEMBER 1, 2003 PAGE 2 d. SQUM's common stock reaches $3.00 per share, adjusted for splits and stock dividends. e. SQUM's common stock reaches $5.00 per share, adjusted for splits and stock dividends. f. SQUM's common stock reaches $10.00 per share, adjusted for splits and stock dividends. g. For each security analyst that initiates coverage on SQUM initiated by TEG. h. For each fund manager that takes a position in SQUM initiated by TEG. i. For each favorable media event or article on SQUM initiated by TEG. - 4. In consideration for TEG's services as herein described, Sequiam Corporation will pay to TEG three percent (3%) of all debt or equity funding obtained from sources introduced by TEG and accepted by Sequiam Corporation. Such sources may include institutions, venture capital firms and high net worth individuals. It is understood and agreed by SQUM that the above described compensation is based on all the services to be provided by TEG and TEG will not be engaged in the offer, solicitation or sale of any securities for or on behalf of SQUM. - 5. After May 31, 2004 the initial six (6) month commitment period, this agreement may be canceled with a thirty (30) day written notice by either party. - 6. Assignable by written consent SQUM. SERVICES TO BE PERFORMED 1. Develop for approval an investor relations and shareholder relations strategy. 2. Develop for approval plans and programs to implement the approved investor relations strategy. 3. Assist and advise with presentations, speeches, slides, meeting materials, conference calls, etc. 4. Set up meetings, make other arrangements necessary to accomplish investor relations strategy on behalf of SQUM's management, and provide follow up feedback. xiii SEQUIAM CORPORATION DECEMBER 1, 2003 PAGE 3 5. Develop an investment community database specifically for SQUM, update and maintain. 6. Assist with news releases and press relations. 7. Develop a Direct Stock Purchase Plan for SQUM, if desired. 8. Develop narratives; arrange for design and printing of quarterly and or annual report. 9. Evaluate transfer agent and negotiate new contract, if needed. 10. Assist and advise management in continuing to build credibility and in improving coverage within the investment community. - 11. Arrange for necessary public company vendors such as conference call, blast fax, newswire, stock surveillance services as needed and/or desired. I trust that this letter agreement covers all possible aspects for our consulting services. The Eversull Group will perform all services in a professional, cost effective and proactive manner with the objective of maximizing Sequiam Corporation shareholder value. I personally look forward with great enthusiasm to working with you. Yours very truly, Jack W. Eversull President JWE:jm Accepted by: -------------------------------- -------------------------------- Nick VandenBrekel Date Chairman, President & CEO Sequiam Corporation xiv