0000950129-06-003386 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 30th, 2006 • Caneum Inc • Services-management consulting services • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of the 24th day of March 2006 by and among Caneum, Inc., a corporation organized and existing under the laws of the State of Nevada (“Caneum” or the “Company”), and Barron Partners L.P., a Delaware limited partnership (hereinafter referred to as the “Investor”). Unless defined otherwise, capitalized terms herein shall have the identical meaning as in the Preferred Stock Purchase Agreement.

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EMPLOYMENT AGREEMENT
Employment Agreement • March 30th, 2006 • Caneum Inc • Services-management consulting services • California

This Employment Agreement (the “Agreement”) entered into this 28th day of March 2006 (the “Effective Date”), is by and between Caneum, Inc., a corporation formed under the laws of the State of Nevada with its principal place of business at 170 Newport Center Drive, Suite 220, Newport Beach, CA 92660 (“Caneum”), and Robert J. Morris (“the Employee”).

PREFERRED STOCK PURCHASE AGREEMENT BETWEEN CANEUM, INC. AND BARRON PARTNERS LP DATED MARCH 24, 2006
Preferred Stock Purchase Agreement • March 30th, 2006 • Caneum Inc • Services-management consulting services • New York

This PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 24th day of March, 2006 between CANEUM, INC., a corporation organized and existing under the laws of the State of Nevada (“Caneum” or the “Company”) and BARRON PARTNERS LP, a Delaware limited partnership (“Investor”).

STOCK PURCHASE AGREEMENT AMONG CANEUM, INC. AND TIER ONE CONSULTING, INC. AND MICHAEL A. WILLNER AND ROBERT J. MORRIS MARCH 28, 2006
Stock Purchase Agreement • March 30th, 2006 • Caneum Inc • Services-management consulting services

This Stock Purchase Agreement (this “Agreement”), entered into this 28th day of March 2006, is by, between, and among CANEUM, INC., a Nevada corporation (“Buyer”), TIER ONE CONSULTING, INC., a California corporation (“Target”), and MICHAEL A. WILLNER and ROBERT J. MORRIS (each a “Seller” and collectively, “Sellers”). Buyer, Target, and Sellers are referred to collectively herein as the “Parties.”

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