AMENDMENT TO AGREEMENT
AND PLAN OF MERGER
The undersigned parties to the Agreement and Plan of Merger, dated as
of July 8, 2004, as amended, agree that:
1. The "Termination Date," as defined in Section 8.1 of that agreement,
is changed from September 30, 2004 to October 30, 2004.
2. Section 1.8.1(d) is amended to read in full as follows:
"(d) On the Closing Date and on the payments dates specified in
Section 1.8.10 below, the cash payments determined under Section 1.8.10
below."
3. New Section 1.8.10 is added to the agreement, which shall read in full
as follows:
"1.8.10 On the Effective Time, a cash payment shall be paid
under Section 1.8.1(d) above for each outstanding share of Company Common
Stock equal to: (a) the lesser of (i) Fifty Thousand Dollars ($50,000),
plus Fifty Thousand Dollars ($50,000) multiplied by the number of full
calendar months that have then elapsed since September 1, 2004, or (ii) the
sum computed under Section 5(m) below, less $300,000; (b) divided by the
Total Number of Company Shares. On each first (1st) day of a calendar
month after the Effective Time, an additional cash payment shall be paid
under Section 1.8.1(d) for each outstanding share of Company Common Stock
equal to (c) Fifty Thousand Dollars ($50,000) (or a lesser amount for the
last such payment), divided by the Total Number of Company Shares, but only
until the total cash payments paid under this paragraph equal Five Hundred
Thousand Dollars ($500,000)."
No other changes are made to such agreement by this amendment.
Dated: September 21, 2004
Caneum, Inc.,
a Nevada corporation
By /s/ Xxxx Xxxxxxxx
Xxxx Xxxxxxxx, Executive Vice President
Pipeline Software, Inc.,
a California corporation
By /s/ Charlies Xxxxxxxx
Xxxxxxx Xxxxxxxx, President
