Common use of Adjustment to Incentive Payments Based upon Continuum Revenues Clause in Contracts

Adjustment to Incentive Payments Based upon Continuum Revenues. If Continuum Systems Private Limited, a subsidiary of Caneum (hereinafter “Continuum”), fails to generate gross revenue for the twelve-month period ending December 31, 2007 (the “First Year Period”) or for the twelve-month period ending December 31, 2008 (the “Second Year Period”) equal to or greater than the gross revenue generated by Continuum during the twelve-month period ended December 31, 2006 (the “Base Period”), the number of shares of common stock of Caneum to be delivered to the Contractor for the First and Second Contingent Incentive Payments shall be proportionately reduced, whereby the number of shares to be issued to the Contractor for the First or Second Contingent Incentive Payment shall be multiplied by a factor, the numerator of which is the gross revenue for the First Year Period or the Second Year Period, as applicable, and the denominator of which is the gross revenue for the Base Period. The amount of “gross revenue” for purposes of this calculation shall include revenue generated from all existing and past Continuum customers as set forth in Annex A, attached hereto and incorporated herein (the “Customer List”), whether such revenue was received by Continuum (or Caneum Asia Pacific Pte. Ltd, J.X. Sing Pte. Ltd., any other Singapore or other entity or entities organized to receive revenue generated by Continuum) and any Caneum or its subsidiaries customer projects completed by Continuum after December 31, 2006. On or before the close of each calendar quarter after the Effective Date through the date of the Second Contingent Incentive Payment, the Contractor shall cause Continuum to submit to Caneum a list of any new customers developed by Continuum to be added to the Customer List, which addition shall be effective on the first day of the calendar quarter following such submission. The applicable twelve-month gross revenue amount for any period relevant hereto shall be determined using U.S. Generally Accepted Accounting Principles and shall be delivered to Buyer within thirty days following the end of the Base Period, the First Year Period, and the Second Year Period, respectively. If following the audit of the financial statements of Continuum (or Caneum Asia Pacific Pte. Ltd., J.X. Sing Pte. Ltd., any other Singapore or other entity or entities organized to receive revenue generated by Continuum), or any of Caneum or its subsidiaries customer projects completed by Continuum, the Contractor, or Caneum reasonably determines that these unaudited amounts are incorrect, the calculations made pursuant to this paragraph shall be adjusted to reflect the applicable audited amount. If the adjusted audited amounts result in a fewer number of shares to be delivered to the Contractor, he shall immediately return to Caneum the number of shares to reflect the revised number. If the adjusted audited amounts result in a greater number of shares to be delivered to the Contractor, Caneum shall immediately instruct its transfer agent to issue additional shares to reflect the revised number.

Adjustment to Incentive Payments Based upon Continuum Revenues. If Continuum Systems Private Limited, a subsidiary of Caneum (hereinafter “Continuum”), fails to generate gross revenue for the twelve-month period ending December 31, 2007 (the “First Year Period”) or for the twelve-month period ending December 31, 2008 (the “Second Year Period”) equal to or greater than the gross revenue generated by Continuum during the twelve-month period ended December 31, 2006 (the “Base Period”), the number of shares of common stock of Caneum to be delivered to the Contractor Consultant for the First and Second Contingent Incentive Payments shall be proportionately reduced, whereby the number of shares to be issued to the Contractor Consultant for the First or Second Contingent Incentive Payment shall be multiplied by a factor, the numerator of which is the gross revenue for the First Year Period or the Second Year Period, as applicable, and the denominator of which is the gross revenue for the Base Period. The amount of “gross revenue” for purposes of this calculation shall include revenue generated from all existing and past Continuum customers as set forth in Annex A, attached hereto and incorporated herein (the “Customer List”), whether such revenue was received by Continuum (or Caneum Asia Pacific Pte. Ltd, J.X. Sing Pte. Ltd., any other the Singapore or other entity or entities organized to receive PRIVATE AND CONFIDENTIAL revenue generated by Continuum) and any Caneum or its subsidiaries customer projects completed by Continuum after December 31, 2006. On or before the close of each calendar quarter after the Effective Date through the date of the Second Contingent Incentive Payment, the Contractor Consultant shall cause Continuum to submit to Caneum a list of any new customers developed by Continuum to be added to the Customer List, which addition shall be effective on the first day of the calendar quarter following such submission. The applicable twelve-month gross revenue amount for any period relevant hereto shall be determined using U.S. Generally Accepted Accounting Principles and shall be delivered to Buyer Caneum within thirty days following the end of the Base Period, the First Year Period, and the Second Year Period, respectively. If following the audit of the financial statements of Continuum (or Caneum Asia Pacific Pte. Ltd., J.X. Sing Pte. Ltd.the Singapore entity or entities), any other Singapore or other entity or entities organized to receive revenue generated by Continuum), or any of Caneum or its subsidiaries customer projects completed by Continuum, the ContractorConsultant, or Caneum reasonably determines that these unaudited amounts are incorrect, the calculations made pursuant to this paragraph shall be adjusted to reflect the applicable audited amount. If the adjusted audited amounts result in a fewer number of shares to be delivered to the ContractorConsultant, he Consultant shall immediately return to Caneum the number of shares to reflect the revised number. If the adjusted audited amounts result in a greater number of shares to be delivered to the ContractorConsultant, Caneum shall immediately instruct its transfer agent to issue additional shares to reflect the revised number. If there is a downward adjustment of the Consultant’s Incentive Payments, the Finder’s stock entitlements shall be proportionately reduced.

Adjustment to Incentive Payments Based upon Continuum Revenues. If Continuum Systems Private Limited, a subsidiary of Caneum (hereinafter “Continuum”), fails to generate gross revenue for the twelve-month period ending December 31, 2007 (the “First Year Period”) or for the twelve-month period ending December 31, 2008 (the “Second Year Period”) equal to or greater than the gross revenue generated by Continuum during the twelve-month period ended December 31, 2006 (the “Base Period”), the number of shares of common stock of Caneum to be delivered to the Contractor Employee for the First and Second Contingent Incentive Payments shall be proportionately reduced, whereby the number of shares to be issued to the Contractor Employee for the First or Second Contingent Incentive Payment shall be multiplied by a factor, the numerator of which is the gross revenue for the First Year Period or the Second Year Period, as applicable, and the denominator of which is the gross revenue for the Base Period. The amount of “gross revenue” for purposes of this calculation shall include revenue generated from all existing and past Continuum customers as set forth in Annex A, attached hereto and incorporated herein (the “Customer List”), whether such revenue was received by Continuum (or Caneum Asia Pacific Pte. Ltd, J.X. Sing Pte. Ltd., any other the Singapore or other entity or entities organized to receive revenue generated by Continuum) and any Caneum or its subsidiaries customer projects completed by Continuum after December 31, 2006. On or before the close of each calendar quarter after the Effective Date through the date of the Second Contingent Incentive Payment, the Contractor Employee shall cause Continuum to submit to Caneum a list of any new customers developed by Continuum to be added to the Customer List, which addition shall be effective on the first day of the calendar quarter following such submission. The applicable twelve-month gross revenue amount for any period relevant hereto shall be determined using U.S. Generally Accepted Accounting Principles and shall be delivered to Buyer Caneum within thirty days following the end of the Base Period, the First Year Period, and the Second Year Period, respectively. If following the audit of the financial statements of Continuum (or Caneum Asia Pacific Pte. Ltd., J.X. Sing Pte. Ltd.the Singapore entity or entities), any other Singapore or other entity or entities organized to receive revenue generated by Continuum), or any of Caneum or its subsidiaries customer projects completed by Continuum, the ContractorEmployee, or Caneum reasonably determines that these unaudited amounts are incorrect, the calculations made pursuant to this paragraph shall be adjusted to reflect the applicable audited amount. If the adjusted audited amounts result in a fewer number of shares to be delivered to the ContractorEmployee, he Employee shall immediately return to Caneum the number of shares to reflect the revised number. If the adjusted audited amounts result in a greater number of shares to be delivered to the ContractorEmployee, Caneum shall immediately instruct its transfer agent to issue additional shares to reflect the revised number. If there is a downward adjustment of the Employee’s Incentive Payments, the Finder’s stock entitlements shall be proportionately reduced.

Adjustment to Incentive Payments Based upon Continuum Revenues. If Continuum Systems Private Limited, a subsidiary of Caneum (hereinafter “Continuum”), fails to generate gross revenue for the twelve-month period ending December 31, 2007 (the “First Year Period”) or for the twelve-month period ending December 31, 2008 (the “Second Year Period”) equal to or greater than the gross revenue generated by Continuum during the twelve-month period ended December 31, 2006 (the “Base Period”), the number of shares of common stock of Caneum to be delivered to the Contractor Consultant for the First and Second Contingent Incentive Payments shall be proportionately reduced, whereby the number of shares to be issued to the Contractor Consultant for the First or Second Contingent Incentive Payment shall be multiplied by a factor, the numerator of which is the gross revenue for the First Year Period or the Second Year Period, as applicable, and the denominator of which is the gross revenue for the Base Period. The amount of “gross revenue” for purposes of this calculation shall include PRIVATE AND CONFIDENTIAL revenue generated from all existing and past Continuum customers as set forth in Annex A, attached hereto and incorporated herein (the “Customer List”), whether such revenue was received by Continuum (or Caneum Asia Pacific Pte. Ltd, J.X. Sing Pte. Ltd., any other the Singapore or other entity or entities organized to receive revenue generated by Continuum) and any Caneum or its subsidiaries customer projects completed by Continuum after December 31, 2006. On or before the close of each calendar quarter after the Effective Date through the date of the Second Contingent Incentive Payment, the Contractor Consultant shall cause Continuum to submit to Caneum a list of any new customers developed by Continuum to be added to the Customer List, which addition shall be effective on the first day of the calendar quarter following such submission. The applicable twelve-month gross revenue amount for any period relevant hereto shall be determined using U.S. Generally Accepted Accounting Principles and shall be delivered to Buyer Caneum within thirty days following the end of the Base Period, the First Year Period, and the Second Year Period, respectively. If following the audit of the financial statements of Continuum (or Caneum Asia Pacific Pte. Ltd., J.X. Sing Pte. Ltd.the Singapore entity or entities), any other Singapore or other entity or entities organized to receive revenue generated by Continuum), or any of Caneum or its subsidiaries customer projects completed by Continuum, the ContractorConsultant, or Caneum reasonably determines that these unaudited amounts are incorrect, the calculations made pursuant to this paragraph shall be adjusted to reflect the applicable audited amount. If the adjusted audited amounts result in a fewer number of shares to be delivered to the ContractorConsultant, he Consultant shall immediately return to Caneum the number of shares to reflect the revised number. If the adjusted audited amounts result in a greater number of shares to be delivered to the ContractorConsultant, Caneum shall immediately instruct its transfer agent to issue additional shares to reflect the revised number. If there is a downward adjustment of the Consultant’s Incentive Payments, the Finder’s stock entitlements shall be proportionately reduced.