THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
     REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933
     ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY
     INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR
     OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH
     RESPECT THERETO IS EFFECTIVE UNDER THE 1933 ACT AND ANY APPLICABLE
     STATE SECURITIES LAWS, OR (2) PURSUANT TO AN EXEMPTION FROM
     REGISTRATION UNDER THE 1933 ACT.

                   ---------------------------------------

                                CANEUM, INC.

                     COMMON STOCK PURCHASE WARRANT "D"

Number of Shares:  160,000              Holder: Ascendiant Securities, LLC
                                                18881 Von Karman Avenue
Original Issue Date:  March 24, 2006            Suite 1630
                                                Irvine, CA  92612
Expiration Date: March 24, 2010

Exercise Price per Share: $0.50

Caneum, Inc, a company organized and existing under the laws of the State of
Nevada (the "Company"), hereby certifies that, for value received, Ascendiant
Securities, LLC, or its registered assigns (the "Warrant Holder"), is
entitled, subject to the terms set forth below, to purchase from the Company
up to One Hundred Sixty Thousand (160,000) shares (as adjusted from time to
time as provided in Section 7, the "Warrant Shares") of common stock, $.001
par value (the "Common Stock"), of the Company at a price of Fifty Cents
($0.50) per Warrant Share (as adjusted from time to time as provided in
Section 7, the "Exercise Price"), at any time and from time to time from and
after the date thereof and through and including 5:00 p.m. New York City time
on March 24, 2010 (or eighteen months of effectiveness of a Registration
Statement subsequent to the issuance hereof (such eighteen months to be
extended by one month for each month or portion of a month during which a
Registration Statement's effectiveness has lapsed or been suspended, except
in regard to the filing of post-effective amendments to the Registration
Statement), whichever is longer) (the "Expiration Date"), and subject to the
following terms and conditions:

     1.   Registration of Warrant.  The Company shall register this Warrant
upon records to be maintained by the Company for that purpose (the "Warrant
Register"), in the name of the record Warrant Holder hereof from time to
time.  The Company may deem and treat the registered Warrant Holder of this
Warrant as the absolute owner hereof for the purpose of any exercise hereof
or any distribution to the Warrant Holder, and for all other purposes, and
the Company shall not be affected by notice to the contrary.

<PAGE>

     2.   Investment Representation.  The Warrant Holder by accepting this
Warrant represents that the Warrant Holder is acquiring this Warrant for its
own account or the account of an affiliate for investment purposes and not
with the view to any offering or distribution and that the Warrant Holder
will not sell or otherwise dispose of this Warrant or the underlying Warrant
Shares in violation of applicable securities laws.  The Warrant Holder
acknowledges that the certificates representing any Warrant Shares will bear
a legend indicating that they have not been registered under the United
States Securities Act of 1933, as amended (the "1933 Act") and may not be
sold by the Warrant Holder except pursuant to an effective registration
statement or pursuant to an exemption from registration requirements of the
1933 Act and in accordance with federal and state securities laws.  If this
Warrant was acquired by the Warrant Holder pursuant to the exemption from the
registration requirements of the 1933 Act afforded by Regulation S
thereunder, the Warrant Holder acknowledges and covenants that this Warrant
may not be exercised by or on behalf of a Person during the one year
distribution compliance period (as defined in Regulation S) following the
date hereof.  "Person" means an individual, partnership, firm, limited
liability company, trust, joint venture, association, corporation, or any
other legal entity.

     3.   Validity of Warrant and Issue of Shares.  The Company represents
and warrants that this Warrant has been duly authorized and validly issued
and warrants and agrees that all of Common Stock that may be issued upon the
exercise of the rights represented by this Warrant will, when issued upon
such exercise, be duly authorized, validly issued, fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issue thereof.  The Company further warrants and agrees that during the
period within which the rights represented by this Warrant may be exercised,
the Company will at all times have authorized and reserved a sufficient
number of Common Stock to provide for the exercise of the rights represented
by this Warrant.

     4.   Registration of Transfers and Exchange of Warrants.

          a.   Subject to compliance with the legend set forth on the face of
this Warrant, the Company shall register the transfer of any portion of this
Warrant in the Warrant Register, upon surrender of this Warrant with the Form
of Assignment attached hereto duly completed and signed, to the Company at
the office specified in or pursuant to Section 13.  Upon any such
registration or transfer, a new warrant to purchase Common Stock, in
substantially the form of this Warrant (any such new warrant, a "New
Warrant"), evidencing the portion of this Warrant so transferred shall be
issued to the transferee and a New Warrant evidencing the remaining portion
of this Warrant not so transferred, if any, shall be issued to the
transferring Warrant Holder.  The acceptance of the New Warrant by the
transferee thereof shall be deemed the acceptance of such transferee of all
of the rights and obligations of a Warrant Holder of a Warrant.

          b.   This Warrant is exchangeable, upon the surrender hereof by the
Warrant Holder to the office of the Company specified in or pursuant to
Section 13 for one or more New Warrants, evidencing in the aggregate the
right to purchase the number of Warrant Shares which may then be purchased
hereunder.  Any such New Warrant will be dated the date of such exchange.

                                      2
<PAGE>

     5.   Exercise of Warrants.

          a.   Upon surrender of this Warrant with the Form of Election to
Purchase attached hereto duly completed and signed to the Company, at its
address set forth in Section 13, and upon payment and delivery of the
Exercise Price per Warrant Share multiplied by the number of Warrant Shares
that the Warrant Holder intends to purchase hereunder, in lawful money of the
United States of America, in cash or by certified or official bank check or
checks, to the Company, all as specified by the Warrant Holder in the Form of
Election to Purchase, the Company shall promptly (but in no event later than
7 business days after the Date of Exercise (as defined herein)) issue or
cause to be issued  and cause to be delivered to or upon the written order of
the Warrant Holder and in such name or names as the Warrant Holder may
designate (subject to the restrictions on transfer described in the legend
set forth on the face of this Warrant), a certificate for the Warrant Shares
issuable upon such exercise, with such restrictive legend as required by the
1933 Act.  Any person so designated by the Warrant Holder to receive Warrant
Shares shall be deemed to have become holder of record of such Warrant Shares
as of the Date of Exercise of this Warrant.

          b.   A "Date of Exercise" means the date on which the Company shall
have received (i) this Warrant (or any New Warrant, as applicable), with the
Form of Election to Purchase attached hereto (or attached to such New
Warrant) appropriately completed and duly signed, and (ii) payment of the
Exercise Price for the number of Warrant Shares so indicated by the Warrant
Holder to be purchased.

          c.   This Warrant shall be exercisable at any time and from time to
time for such number of Warrant Shares as is indicated in the attached Form
of Election To Purchase.  If less than all of the Warrant Shares which may be
purchased under this Warrant are exercised at any time, the Company shall
issue or cause to be issued, at its expense, a New Warrant evidencing the
right to purchase the remaining number of Warrant Shares for which no
exercise has been evidenced by this Warrant.

          d.   (i)  Notwithstanding anything contained herein to the contrary
but subject to Section 6, the holder of this Warrant may, at its election
exercised in its sole discretion, exercise this Warrant in whole or in part
and, in lieu of making the cash payment otherwise contemplated to be made to
the Company upon such exercise in payment of the Aggregate Exercise Price,
elect instead to receive upon such exercise the "Net Number" of shares of
Common Stock determined according to the following formula (a "Cashless
Exercise"):

                         Net Number = (A x (B - C))/B

               (ii) For purposes of the foregoing formula:

                    A= the total number shares with respect to which this
                    Warrant is then being exercised.

                    B= the last reported sale price (as reported by
                    Bloomberg) of the Common Stock on the trading day
                    immediately preceding the date of the Exercise Notice.

                                      3
<PAGE>
                    C= the Warrant Exercise Price then in effect at the time
                    of such exercise.

     6.   Maximum Exercise.  The Warrant Holder shall not be entitled to
exercise this Warrant on a Date of Exercise in connection with that number of
shares of Common Stock which would be in excess of the sum of (i) the number
of shares of Common Stock beneficially owned by the Warrant Holder and its
affiliates on an exercise date, and (ii) the number of shares of Common Stock
issuable upon the exercise of this Warrant with respect to which the
determination of this limitation is being made on an exercise date, which
would result in beneficial ownership by the Warrant Holder and its affiliates
of more than 4.9% of the outstanding shares of Common Stock on such date.
This Section 6 may be waived or amended only with the consent of the Holder
and the consent of holders of a majority of the shares of outstanding Common
Stock of the Company who are not Affiliates.  For the purposes of the
immediately preceding sentence, the term "Affiliate" shall mean any person:
(a) that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the Company;
or (b) who beneficially owns (i) any shares of the Company's Series A
Convertible Preferred Stock, (ii) the Company's Common Stock Purchase Warrant
"B" dated March 24, 2006, or (iii) this Warrant.  For the purposes of the
immediately preceding sentence, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended, and Regulation 13d-3 thereunder.

     7.   Adjustment of Exercise Price and Number of Shares.  The character
of the shares of stock or other securities at the time issuable upon exercise
of this Warrant and the Exercise Price therefore, are subject to adjustment
upon the occurrence of the following events, and all such adjustments shall
be cumulative:

          a.   Adjustment for Stock Splits, Stock Dividends,
Recapitalizations, Etc.  The Exercise Price of this Warrant and the number of
shares of Common Stock or other securities at the time issuable upon exercise
of this Warrant shall be appropriately adjusted to reflect any stock
dividend, stock split, combination of shares, reclassification,
recapitalization or other similar event affecting the number of outstanding
shares of stock or securities.

          b.   Adjustment for Reorganization, Consolidation, Merger, Etc.  In
case of any consolidation or merger of the Company with or into any other
corporation, entity or person, or any other corporate reorganization, in
which the Company shall not be the continuing or surviving entity of such
consolidation, merger or reorganization (any such transaction being
hereinafter referred to as a "Reorganization"), then, in each case, the
holder of this Warrant, on exercise hereof at any time after the consummation
or effective date of such Reorganization (the "Effective Date"), shall
receive, in lieu of the shares of stock or other securities at any time
issuable upon the exercise of the Warrant issuable on such exercise prior to
the Effective Date, the stock and other securities and property (including
cash) to which such holder would have been entitled upon the Effective Date
if such holder had exercised this Warrant immediately prior thereto (all
subject to further adjustment as provided in this Warrant).

          c.   Certificate as to Adjustments.  In case of any adjustment or
readjustment in the price or kind of securities issuable on the exercise of
this Warrant, the Company will promptly give written notice thereof to the
holder of this Warrant in the form of a certificate, certified and confirmed
by the Board of Directors of the Company, setting forth such adjustment

                                      4
<PAGE>

or readjustment and showing in reasonable detail the facts upon which such
adjustment or readjustment is based.

          d.   Price Adjustment.  In case the Company shall, when this
Warrant is outstanding, issue shares of its Common Stock or securities upon
the conversion or exercise of which or pursuant to the terms of which shares
of Common Stock may be issued (other than (A) Exempt Issuances as defined in
the Purchase Agreement, or (B) shares issuable upon exercise or conversion of
convertible securities for which an adjustment has already been made pursuant
to this Section 7(d)), for a consideration per share or having a conversion
or exercise price per share less than the Exercise Price then in effect, the
Exercise Price shall be adjusted immediately thereafter so that it shall
equal the price determined by multiplying the Exercise Price in effect
immediately prior thereto by a fraction, the numerator of which shall be the
sum of the number of shares of Common Stock outstanding  immediately prior to
the issuance of such additional shares and the number of shares of Common
Stock which the aggregate consideration received or receivable for the
issuance of such additional shares would purchase at the Exercise Price then
in effect, and the denominator of which shall be the number of shares of
Common Stock outstanding immediately after the issuance of such additional
shares (including the exercise or conversion of all options, warrants and
other convertible securities).  Such adjustment shall be made successively
whenever such an issuance is made.  An adjustment pursuant to this Section
7(d) shall not result in any change in the number of shares of Common Stock
issuable upon exercise of this Warrant.

          e.   [RESERVED]

     8.   [RESERVED]

     9.   Fractional Shares.  The Company shall not be required to issue or
cause to be issued fractional Warrant Shares on the exercise of this Warrant.
The number of full Warrant Shares that shall be issuable upon the exercise of
this Warrant shall be computed on the basis of the aggregate number of
Warrant Shares purchasable on exercise of this Warrant so presented.  If any
fraction of a Warrant Share would, except for the provisions of this Section
9, be issuable on the exercise of this Warrant, the Company shall, at its
option, (i) pay an amount in cash equal to the Exercise Price multiplied by
such fraction or (ii) round the number of Warrant Shares issuable, up to the
next whole number.

     10.  Sale or Merger of the Company.  Upon a Change in Control, the 4.9%
restriction contained in Section 6 shall immediately be released and the
Warrant Holder will have the right to exercise this Warrant concurrently with
such Change in Control event.  For purposes of this Warrant, the term "Change
in Control" shall mean a consolidation or merger of the Company with or into
another company or entity in which the Company is not the surviving entity or
the sale of all or substantially all of the assets of the Company to another
company or entity not controlled by the then existing stockholders of the
Company in a transaction or series of transactions.

     11.  Notice of Intent to Sell or Merge the Company.  The Company will
give Warrant Holder ten (10) business days notice before the event of a sale
of all or substantially all

                                      5
<PAGE>

of the assets of the Company or the merger or consolidation of the Company in
a transaction in which the Company is not the surviving entity.

     12.  Issuance of Substitute Warrant. In the event of a merger,
consolidation, recapitalization or reorganization of the Company or a
reclassification of Company shares of stock, which results in an adjustment
to the number of shares subject to this Warrant and/or the Exercise Price
hereunder, the Company agrees to issue to the Warrant Holder a substitute
Warrant reflecting the adjusted number of shares and/or Exercise Price upon
the surrender of this Warrant to the Company.

     13.  Notice.  All notices and other communications hereunder shall be in
writing and shall be deemed to have been given (i) on the date they are
delivered if delivered in person; (ii) on the date initially received if
delivered by facsimile transmission followed by registered or certified mail
confirmation; (iii) on the date delivered by an overnight courier service; or
(iv) on the third business day after it is mailed by registered or certified
mail, return receipt requested with postage and other fees prepaid as
follows:

               If to the Company:

               170 Newport Center Drive
               Suite 220
               Newport Beach, CA 92660
               Attn:  Alan Knitowski, Chairman
               Facsimile No.:  (949) 273-4001


               If to the Warrant Holder:

               1881 Von Karman Avenue
               Suite 1630
               Irvine, CA  92612
               Attn:  Bradley J. Wilhite, Managing Director
               Facsimile No.:  (949) 756-1090

     14.  Miscellaneous.

          a.   This Warrant shall be binding on and inure to the benefit of
the parties hereto and their respective successors and permitted assigns.
This Warrant may be amended only by a writing signed by the Company and the
Warrant Holder.

          b.   Nothing in this Warrant shall be construed to give to any
person or corporation other than the Company and the Warrant Holder any legal
or equitable right, remedy or cause of action under this Warrant; this
Warrant shall be for the sole and exclusive benefit of the Company and the
Warrant Holder.

                                      6
<PAGE>

          c.   This Warrant shall be governed by, construed and enforced in
accordance with the internal laws of the State of New York without regard to
the principles of conflicts of law thereof.

          d.   The headings herein are for convenience only, do not
constitute a part of this Warrant and shall not be deemed to limit or affect
any of the provisions hereof.

          e.   In case any one or more of the provisions of this Warrant
shall be invalid or unenforceable in any respect, the validity and
enforceablilty of the remaining terms and provisions of this Warrant shall
not in any way be affected or impaired thereby and the parties will attempt
in good faith to agree upon a valid and enforceable provision which shall be
a commercially reasonably substitute therefore, and upon so agreeing, shall
incorporate such substitute provision in this Warrant.

          f.   The Warrant Holder shall not, by virtue hereof, be entitled to
any voting or other rights of a shareholder of the Company, either at law or
equity, and the rights of the Warrant Holder are limited to those expressed
in this Warrant.


                        [SIGNATURES ON FOLLOWING PAGE]

                                      7
<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed by the authorized officer as of the date first above stated.


Caneum, Inc., a Nevada corporation

By:  /s/ Suki Mudan
Name:  Suki Mudan
Its:   President and Chief Executive Officer


                                      8
<PAGE>

                         FORM OF ELECTION TO PURCHASE

(To be executed by the Warrant Holder to exercise the right to purchase
shares of Common Stock under the foregoing Warrant)

To:  Caneum, Inc.:

Cash Exercise.  In accordance with the Warrant enclosed with this Form of
Election to Purchase, the undersigned hereby irrevocably elects to purchase
______________ shares of Common Stock ("Common Stock"), $.001 par value, of
Caneum,  Inc. and encloses the warrant and $0.50 for each Warrant Share being
purchased or an aggregate of $________________ in cash or certified or
official bank check or checks, which sum represents the aggregate Exercise
Price (as defined in the Warrant) together with any applicable taxes payable
by the undersigned pursuant to the Warrant.

Cashless Exercise.  In the alternative, the undersigned may elect the
cashless exercise provision by designating below the total number shares with
respect to which this Warrant is then being exercised:

     _______________________________________

The undersigned requests that certificates for the shares of Common Stock
issuable upon this exercise be issued in the name of:

_______________________________________
_______________________________________
_______________________________________
(Please print name and address)

_______________________________________
(Please insert Social Security or Tax Identification Number)

If the number of shares of Common Stock issuable upon this exercise shall not
be all of the shares of Common Stock which the undersigned is entitled to
purchase in accordance with the enclosed Warrant, the undersigned requests
that a New Warrant (as defined in the Warrant) evidencing the right to
purchase the shares of Common Stock not issuable pursuant to the exercise
evidenced hereby be issued in the name of and delivered to:

_______________________________________
_______________________________________
_______________________________________
(Please print name and address)

Dated:  ____________          Name of Warrant Holder:

                              (Print) __________________________________

                              (By:) ____________________________________


                              (Name:) __________________________________

                              (Title:) _________________________________

                              Signature must conform in all respects to name of
                              Warrant Holder as specified on the face of the
                              Warrant