CORRECTION AND AMENDMENT

                                   TO THE

                          STOCK PURCHASE AGREEMENT

                                  AND THE

                           EMPLOYMENT AGREEMENTS


     This Correcting Amendment, dated this 2nd day of November 2006, is by
and among Caneum, Inc., a Nevada corporation ("Caneum"), Tier One Consulting,
Inc., a California corporation ("Tier One"), and Michael A. Willner and
Robert J. Morris, each an individual.

                                  Recitals:

     WHEREAS, on March 28, 2006, the parties entered into and closed the
Stock Purchase Agreement dated March 28, 2006, by and among the parties
hereto (the "SPA");

     WHEREAS, attached to the SPA, and incorporated therein, were employment
agreements between Caneum and Messrs Willner and Morris;

     WHEREAS, at the closing of the SPA Caneum entered into the Employment
Agreement dated March 28, 2006, with Mr. Willner (the "Willner Employment
Agreement") and the Employment Agreement dated March 28, 2006, with
Mr. Morris (the "Morris Employment Agreement");

     WHEREAS, Caneum had intended to provide to Messrs Willner and Morris,
and these parties had negotiated to accept, employment terms similar to the
employment terms the parties had had with Tier One;

     WHEREAS, as employees of Tier One, Messrs Willner and Morris had
received base salaries of $120,000, with an expense allowance of
approximately $80,000;

     WHEREAS, the Willner Employment Agreement and the Morris Employment
Agreement erroneously designated the base salary for each party at $200,000
per year, rather than $120,000 per year;

     WHEREAS, the parties believe that the additional $80,000 per year
payable to Messrs Willner and Morris should be reflected in the purchase
price of the company and paid monthly to Messrs Willner and Morris under the
SPA; and

     WHEREAS, as set forth herein, the parties desire to correct the mistaken
allocation of the base salary and the expense allowance retroactive to the
closing of the SPA.



     NOW, THEREFORE, the parties hereto mutually agree as follows:

     1.   Correction of the Employment Agreements.  Section 5(a) of the
Willner Employment Agreement and the Morris Employment Agreement is hereby
corrected and amended to reduce the amount of the annual base salary to
$120,000.

     2.   Correction of SPA.  Section 2(b)(i) of the SPA is hereby corrected
and amended to read as follows:

          Payment of Purchase Price.  The purchase price for all of the
          Target Shares shall be $3,070,000.16 (the "Preliminary Purchase
          Price"), payable by wire transfer or delivery of other immediately
          available funds to Sellers as follows:  (i) $1,375,000 at Closing;
          (ii) the First Contingent Installment Payment (as defined in
          section 2(e)(viii)) in an amount up to $687,500, calculated in
          accordance with section 2(e)(viii), on the First Contingent
          Installment Payment Date (as defined in section 2(e)(viii));
          (iii) the Second Contingent Installment Payment (as defined in section
          2(e)(ix)) in an amount up to $687,500, calculated in accordance
          with section 2(e)(ix), on the Second Contingent Installment Payment
          Date (as defined in section 2(e)(ix)), and (iv) $6,666.67 on the
          last day of each calendar month to each Seller, in each case so
          long as the Seller is employed by Seller on the last day of such
          month.  The Preliminary Purchase Price, except as provided in
          subparagraph (iv) of this paragraph, shall be allocated between
          Sellers in proportion to their respective holdings of Target Shares
          as set forth in section 4(b) of the Disclosure Schedule.  The
          Preliminary Purchase Price, except for the payments in subparagraph
          (iv) of this paragraph, shall be subject to post-Closing adjustment
          as set forth below in this section 2.

     3.   Retroactive Effect of this Amendment.  This Correcting Agreement
shall be effective as of the closing of the SPA on March 28, 2006.

     4.   Republication of Agreements.  Except as amended hereby, the SPA,
the Willner Employment Agreement, and the Morris Employment Agreement shall
each continue to be, and shall remain, in full force and effect.  Except as
provided herein, this Amendment shall not be deemed (i) to be a waiver of, or
consent to, or a modification or amendment of, any other term or condition of
such agreements or (ii) to prejudice any right or rights which any party
thereto may now have or may have in the future under or in connection with
such agreements or any of the instruments or agreements referred to therein,
as the same may be amended, restated, supplemented or otherwise modified from
time to time.

     5.   Incorporation of Agreements.  The terms of the SPA, the Willner
Employment Agreement, and the Morris Employment Agreement are incorporated
herein by reference and shall form a part of this Amendment as if set forth
herein in their entirety.

                                      2


     IN WITNESS WHEREOF, each of the parties has executed this document the
respective day and set forth below.

                                        Caneum, Inc.

                                        By /s/ Suki Mudan
                                           Suki Mudan, President


                                        By /s/ Luan Dang
                                           Luan Dang, Chairman
                                           Compensation Committee


                                        Tier One Consulting, Inc.

                                        By /s/ Michael A. Willner
                                           Michael A. Willner, President


                                        /s/ Michael A. Willner
                                        Michael A. Willner, Individually


                                        /s/ Robert J. Morris
                                        Robert J. Morris, Individually



                                      3