ex10-1.htm


    
      Exhibi
10.1


       

      
        	
                 

                Borrower:      Caneum,
      Inc. and Tier One Consulting Inc.

                                         3101
      West Coast Hwy, Ste. 400

                                         Newport
      Beach, CA  92663

              	
                 

                Lender:  BRIDGE
      BANK, National Association

                55 Almaden Boulevard, Suite
      100

                San Jose, CA
  95113

              


      

      


       

      


      AMENDED
AND RESTATED BUSINESS FINANCING AGREEMENT


      dated as
of October 14, 2008

      between

      BRIDGE
BANK, NATIONAL ASSOCIATION

      and

      CANEUM,
INC., a Nevada corporation, and TIER ONE CONSULTING INC., a California
corporation

      (jointly
and severally “Borrower”).

      


       

      


      RECITALS

      


      A.           Lender
and Borrower have previously entered into that certain Business Financing
Agreement dated as of January 24, 2007, as amended from time to time (the "Original Credit
Agreement").

       

      B.           From
and after the date hereof, the Original Credit Agreement shall be amended and
restated in its entirety in accordance with the terms and provisions hereof and
any amounts outstanding prior to the restatement of the Original Credit
Agreement shall be governed under the terms and provisions hereof.

       

      C.           Lender
and Borrower desire to amend the terms and conditions of the Original Credit
Agreement to, among other things, provide for an accounts receivable line of
credit on the terms and conditions set forth herein.  The proceeds of
the initial Advance under the accounts receivable line of credit will be used to
repay in full the total amount outstanding under the Original Credit
Agreement.

      


      D.           Borrower
hereby acknowledges that, as of October 14, 2008, the following Obligations are
outstanding under the Original Credit Agreement: (i) principal balance
in the amount of $879,143.00, plus accrued and unpaid interest of $6,023.98; and
(ii) any fees and other expenses have accrued under the Original Credit
Agreement and remain outstanding, due and payable to Lender as of the date
hereof

       

      Borrower
and Lender agree as follows:

      


      
        	
                1.  

              	
                FINANCED
      RECEIVABLES.

              


      

       

      
        	
                1.1  

              	
                Funding
      Requests.  Borrower may request that Lender finance
      Receivables by delivering to Lender a Funding Request for the Receivables
      for which a request for financing is made. Lender shall be entitled to
      rely on all the information provided by Borrower to Lender on or with the
      Funding Request.  The Lender may honor Funding Requests,
      instructions or repayments given by the Borrower (if an individual) or by
      an Authorized Person.

              


      

       

      
        	
                1.2  

              	
                Acceptance of
      Receivables.  Upon acceptance by Lender of any Receivable
      described in a Funding Request, Lender shall make an Advance to Borrower
      in an amount equal to the Advance Rate multiplied by the Receivable Amount
      of such Receivable. Upon Lender’s acceptance of the Receivable and payment
      to Borrower of the Advance, the Receivable shall become a “Financed
      Receivable.”  It shall be a condition to each Advance that
      (a) all of the representations and warranties set forth in Section 5
      are true and correct on the date of such Advance as though made at and as
      of each such date and (b) no Default has occurred and is continuing,
      or would result from such Advance.  Lender has no obligation to
      finance any Receivable and may exercise its sole discretion in determining
      whether any Receivable is an Eligible Receivable before financing such
      Receivable.  In no event shall the Lender be obligated to make
      any Advance that results in an Overadvance or while any Overadvance is
      outstanding.

              


      

       

      
        	
                1.3  

              	
                Rights in Respect of Financed
      Receivables.  Effective upon Lender’s payment of an
      Advance, Lender shall have the exclusive right to receive all Collections
      on the Financed Receivable.  Lender shall have, with respect to
      any goods related to the Financed Receivable, all the rights and remedies
      of an unpaid seller under the California Uniform Commercial Code and other
      applicable law, including the rights of replevin, claim and delivery,
      reclamation and stoppage in
transit.

              


      

       

      
        	
                1.4  

              	
                Reserve.  The
      Reserve is a book balance maintained on the records of Lender and shall
      not be a segregated fund and is not the property of
    Borrower.

              


      

       

      
        	
                1.5  

              	
                Due
      Diligence.  Lender may audit Borrower’s Receivables and
      any and all records pertaining to the Collateral, at Lender’s sole
      discretion and at Borrowers expense.  Lender may at any time and
      from time to time contact Account Debtors and other persons obligated or
      knowledgeable in respect of Receivables to confirm the Receivable Amount
      of such Receivables, to determine whether Receivables constitute Eligible
      Receivables, and for any other purpose in connection with this
      Agreement.  If any of the Collateral or Borrower's books or
      records pertaining to the Collateral are in the possession of a third
      party, Borrower authorizes that third party to permit Lender or its agents
      to have access to perform inspections or audits thereof and to respond to
      Lender's requests for information concerning such Collateral and
      records.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	
                2.  

              	
                COLLECTIONS, CHARGES AND
      REMITTANCES.

              


      

       

      
        	
                2.1  

              	
                Collections.  Subject
      to the Lender’s timely receipt of accurate application instructions from
      the Borrower with respect to the source and application of Collections,
      Lender shall credit to Collections with respect to Financed Receivables
      received by Lender to Borrower’s Account Balance within three business
      days of the date good funds are received.  If no Default has
      occurred and is continuing, Lender agrees to credit the Refundable Reserve
      with the amount of Collections it receives with respect to Receivables
      other than Financed Receivables; provided that
      upon the occurrence and during the continuance of any Default, Lender may
      apply all Collections to the Obligations in such order and manner as
      Lender may determine.  Lender has no duty to do any act other
      than to turnover such amounts as required above.  If an item of
      Collections is not honored or Lender does not receive good funds for any
      reason, the amount shall be included in the Account Balance as if the
      Collections had not been received and Finance Charges shall accrue
      thereon.

              


      

       

      
        	
                2.2  

              	
                Financed Receivables Activity
      Report.  Within 15 days after the end of each Monthly
      Period, Lender shall send to Borrower a report covering the transactions
      for that Monthly Period, including the amount of all Financed Receivables,
      all Collections, Adjustments, Finance Charges, and other fees and
      charges.  The accounting shall be deemed correct and conclusive
      unless Borrower makes written objection to Lender within 30 days after the
      Lender sends the accounting to
Borrower.

              


      

       

      
        	
                2.3  

              	
                Reconciliations.  Unless
      a Default has occurred and is continuing, Lender shall refund to Borrower
      after each Month End, the Refundable Reserve, if positive, calculated for
      such Month End, subject to Lender’s rights under Section 3.3 and Lender’s
      rights of offset and recoupment.  If the Refundable Reserve is
      negative, Borrower shall immediately pay such amount in the same manner as
      set forth in Section 3.3 for
Overadvances.

              


      

       

      
        	
                2.4  

              	
                Adjustments.  In
      the event of a breach of Sections 5 or 6, or in the event any Adjustment
      or dispute is asserted by any Account Debtor, Borrower shall promptly
      advise Lender and shall, subject to the Lender’s approval, resolve such
      disputes and advise Lender of any Adjustments; provided that
      in no case will the aggregate Adjustments made with respect to any
      Financed Receivable exceed 2% of its original Receivable Amount unless
      Borrower has obtained the prior written consent of
      Lender.  Unless the Advance for the disputed Financed Receivable
      is repaid in full, Lender shall have the right, at any time, to take
      possession of any rejected, returned, or recovered personal property. If
      such possession is not taken by Lender, Borrower is to resell it for
      Lender’s account at Borrower’s expense with the proceeds made payable to
      Lender. While Borrower retains possession of any returned goods, Borrower
      shall segregate said goods and mark them as property of
      Lender.

              


      

       

      
        	
                2.5  

              	
                Remittances; Lockbox Account
      Collection Services.  Borrower has entered into a
      collection services agreement acceptable to Lender (the “Lockbox
      Agreement”). Borrower shall continue to use the lockbox address as
      the remit to and payment address for all of Borrower’s Collections and it
      will be considered an immediate Event of Default if this does not
      occur.  All Collections received to the lockbox or otherwise
      received by Lender will be deposited to a non-interest bearing cash
      collateral account maintained with Lender and Borrower will not have
      access to that account

              


      

       

      
        	
                3.  

              	
                RECOURSE AND
      OVERADVANCES.

              


      

       

      
        	
                3.1  

              	
                Recourse.  Advances
      and the other Obligations shall be with full recourse against Borrower. If
      any Advance is not repaid in full within 90 days from the earlier of
      (a) invoice date, or (b) the date on which such Advance is made,
      Borrower shall immediately pay the outstanding amount thereof to
      Lender.

              


      

       

      
        	
                3.2  

              	
                Overadvances.  Upon
      any occurrence of an Overadvance, Borrower shall immediately pay down the
      Advances so that, after giving effect to such payments, no Overadvance
      exists.

              


      

       

      
        	
                3.3  

              	
                Borrower’s
      Payment.  When any Overadvance or other amount owing to
      Lender becomes due, Lender shall inform Borrower of the manner of payment
      which may be any one or more of the following in Lender’s sole discretion:
      (a) in cash immediately upon demand therefore; (b) by delivery
      of substitute invoices and a Funding Request acceptable to Lender which
      shall thereupon become Financed Receivables; (c) by deduction from or
      offset against the Refundable Reserve that would otherwise be due and
      payable to Borrower; (d) by deduction from or offset against the
      amount that otherwise would be forwarded to Borrower in respect of any
      further Advances that may be made by Lender; or (e) by any
      combination of the foregoing as Lender may from time to time
      choose.

              


      

       

      
        	
                4.  

              	
                FEES AND FINANCE
      CHARGES.

              


      

       

      
        	
                4.1  

              	
                Finance
      Charges.  Lender may, but is not required to, deduct the
      amount of accrued Finance Charge from Collections received by
      Lender.  On each Month End Borrower shall pay to Lender any
      accrued and unpaid Finance Charge as of such Month End.  Lender
      may deduct the accrued Finance Charges in calculating the Refundable
      Reserve.

              


      

       

      
        	
                4.2  

              	
                Fees.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Processing
      Fee.  At the time each Advance is made, Borrower shall
      pay to Lender the Processing Fee with respect to such
    Advance.

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                Facility
      Fee.  Borrower shall pay the Facility Fee to Lender
      promptly upon the execution of this Agreement and annually
      thereafter.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Recovery
      Fee.  If Borrower fails to remit any Collections to
      Lender as provided in Section 2.5, Borrower shall in each case pay to
      Lender the Recovery Fee for such
Collections.

              


      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                5.  

              	
                REPRESENTATIONS AND
      WARRANTIES.  Borrower represents and
      warrants:

              


      

       

      
        	
                5.1  

              	
                With
      respect to each Financed
Receivable:

              


      

       

      
        	
                (a)  

              	
                It
      is the owner with legal right to sell, transfer and assign
    it;

              


      

       

      
        	
                (b)  

              	
                The
      correct Receivable Amount is on the Funding Request and is not
      disputed;

              


      

       

      
        	
                (c)  

              	
                Such
      Financed Receivable is an Eligible
Receivable;

              


      

       

      
        	
                (d)  

              	
                Lender
      has the right to endorse and/ or require Borrower to endorse all payments
      received on Financed Receivables and all proceeds of Collateral;
      and

              


      

       

      
        	
                (e)  

              	
                No
      representation, warranty or other statement of Borrower in any certificate
      or written statement given to Lender contains any untrue statement of a
      material fact or omits to state a material fact necessary to make the
      statement contained in the certificates or statement not
      misleading.

              


      

       

      
        	
                5.2  

              	
                Borrower
      is duly existing and in good standing in its state of formation and
      qualified and licensed to do business in, and in good standing in, any
      state in which the conduct of its business or its ownership of property
      requires that it be qualified.

              


      

       

      
        	
                5.3  

              	
                The
      execution, delivery and performance of this Agreement has been duly
      authorized, and does not conflict with Borrower’s organizational
      documents, nor constitute an Event of Default under any material agreement
      by which Borrower is bound. Borrower is not in default under any agreement
      to which or by which it is bound.

              


      

       

      
        	
                5.4  

              	
                Borrower
      has good title to the Collateral and all inventory is in all material
      respects of good and marketable quality, free from material
      defects.

              


      

       

      
        	
                5.5  

              	
                Borrower’s
      name, form of organization, chief executive office, and the place where
      the records concerning all Financed Receivables and Collateral are kept is
      set forth at the beginning of this Agreement, Borrower is located at its
      address for notices set forth in this
Agreement.

              


      

       

      
        	
                5.6  

              	
                If
      Borrower owns, holds or has any interest in, any copyrights (whether
      registered, or unregistered), patents or trademarks, and licenses of any
      of the foregoing, such interest has been specifically disclosed and
      identified to Lender in writing.

              


      

       

      
        	
                6.  

              	
                MISCELLANEOUS
      PROVISIONS.  Borrower
will:

              


      

       

      
        	
                6.1  

              	
                Maintain
      its corporate existence and good standing in its jurisdictions of
      incorporation and maintain its qualification to do business in each
      jurisdiction necessary to Borrower’s business or
    operations.

              


      

       

      
        	
                6.2  

              	
                Give
      Lender at least 30 days prior written notice of changes to its name,
      organization, chief executive office or location of
    records.

              


      

       

      
        	
                6.3  

              	
                Pay
      all its taxes including gross payroll, withholding and sales taxes when
      due and will deliver satisfactory evidence of payment to Lender if
      requested.

              


      

       

      
        	
                6.4  

              	
                If
      requested, provide to Lender a written report within 10 days, if payment
      of any Financed Receivable does not occur by its due date and include the
      reasons for the delay.

              


      

       

      
        	
                6.5  

              	
                If
      applicable, give Lender copies of all Forms 10-K, 10-Q and 8-K (or
      equivalents) within 5 days of filing with the Securities and Exchange
      Commission, while any Financed Receivable is
  outstanding.

              


      

       

      
        	
                6.6  

              	
                Execute
      any further instruments and take further action as Lender requests to
      perfect or continue Lender’s security interest in the Collateral or to
      affect the purposes of this
Agreement.

              


      

       

      
        	
                6.7  

              	
                Provide
      Lender with a Compliance Certificate no later than 30 days following each
      quarter end or as requested by
Lender.

              


      

       

      
        	
                6.8  

              	
                Immediately
      notify, transfer and deliver to Lender all Collections Borrower
      receives.

              


      

       

      
        	
                6.9  

              	
                Not
      create, incur, assume, or be liable for any indebtedness, other than
      Permitted Indebtedness.

              


      

       

      
        	
                6.10  

              	
                Immediately
      notify Lender if Borrower hereafter obtains any interest in any
      copyrights, patents, trademarks or licenses that are significant in value
      or are material to the conduct of its business or the value of any
      Financed Receivable.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                6.11  

              	
                At
      all times when any Advances are outstanding or upon request, provide to
      Lender no later than 30 days after the end of each month the following
      with respect to Borrower’s financial condition and results of operations
      for such month and the period then ending: balance sheet, income
      statement; statement of cash flows, accounts receivable and payable aging,
      deferred revenue report, and such other matters as Lender may
      request.

              


      

       

      
        	
                6.12  

              	
                Maintain
      its primary depository and operating accounts with Lender and, in the case
      of any deposit accounts not maintained with Lender, grant to Lender a
      first priority perfected security interest in and “control” (within the
      meaning of Section 9104 of the California Uniform Commercial Code) of such
      deposit account pursuant to documentation acceptable to
      Lender.

              


      

       

      
        	
                6.13  

              	
                Provide
      to Lender promptly upon the execution hereof, the following documents
      which shall be in form satisfactory to Lender:  (i) an
      affirmation of the subordination agreement by Robert J.
      Morris  in favor of Lender, and (ii) an affirmation of the
      subordination agreement by Michael A. Willner  in favor of
      Lender.

              


      

       

      
        	
                6.14  

              	
                Promptly
      provide to Lender such additional information and documents regarding the
      finances, properties, business or books and records of Borrower or any
      guarantor or any other obligor as Lender may
  request.

              


      

       

      
        	
                6.15  

              	
                Provide
      to Lender, within 120 days of Borrower’s fiscal year end, audited
      consolidated financial statements of Borrower prepared in accordance with
      GAAP, consistently applied, together with an unqualified opinion on such
      financial statements of an independent certified public accounting firm
      reasonably acceptable to Bank.

              


      

       

      
        	
                7.  

              	
                SECURITY
      INTEREST.  To secure the prompt payment and performance
      to Lender of all of the Obligations, Borrower hereby grants to Lender a
      continuing security interest in the Collateral.  Borrower is not
      authorized to sell, assign, transfer or otherwise convey any Collateral
      without Lender’s prior written consent, except for the sale of finished
      inventory in the Borrower’s usual course of business.  Borrower
      agrees to sign any instruments and documents requested by Lender to
      evidence, perfect, or protect the interests of Lender in the
      Collateral.  Borrower agrees to deliver to Lender the originals
      of all instruments, chattel paper and documents evidencing or related to
      Financed Receivables and Collateral.  Borrower shall not grant
      or permit any lien or security in the Collateral or any interest therein
      other than Permitted Liens.

              


      

       

      
        	
                8.  

              	
                POWER OF
      ATTORNEY.  Borrower irrevocably appoints Lender and its
      successors and as true and lawful attorney in fact, and authorizes Lender
      (a) to, whether or not there has been an Event of Default, (i) demand,
      collect, receive, sue, and give releases to any Account Debtor for the
      monies due or which may become due upon or with respect to the Receivables
      and to compromise, prosecute, or defend any action, claim, case or
      proceeding relating to the Receivables, including the filing of a claim or
      the voting of such claims in any bankruptcy case, all in Lender’s name or
      Borrower’s name, as Lender may choose; (ii) prepare, file and sign
      Borrower’s name on any notice, claim, assignment, demand, draft, or notice
      of or satisfaction of lien or mechanics’ lien or similar document; (iii)
      notify all Account Debtors with respect to the Receivables to pay Lender
      directly; (iv) receive and open all mail addressed to Borrower for the
      purpose of collecting the Receivables; (v) endorse Borrower’s name on any
      checks or other forms of payment on the Receivables; (vi) execute on
      behalf of Borrower any and all instruments, documents, financing
      statements and the like to perfect Lender’s interests in the Receivables
      and Collateral; (vii) debit any Borrower’s deposit accounts maintained
      with Lender for any and all Obligations due under this Agreement; and
      (viii) do all acts and things necessary or expedient, in furtherance of
      any such purposes, and (b) to, upon the occurrence and during the
      continuance of an Event of Default, sell, assign, transfer, pledge,
      compromise, or discharge the whole or any part of the
      Receivables.  Upon the occurrence and continuation of an Event
      of Default, all of the power of attorney rights granted by Borrower to
      Lender hereunder shall be applicable with respect to all Receivables and
      all Collateral.

              


      

       

      
        	
                9.  

              	
                DEFAULT AND
      REMEDIES.

              


      

       

      
        	
                9.1  

              	
                Events of
      Default.  The occurrence of any one or more of the
      following shall constitute an Event of Default
  hereunder.

              


      

       

      
        	
                (a)  

              	
                Failure
      to Pay.  Borrower fails to make a payment under this
      Agreement.

              


      

       

      
        	
                (b)  

              	
                Lien
      Priority.  Lender fails to have an enforceable first lien
      (except for any prior liens to which Lender has consented in writing) on
      or security interest in the
Collateral.

              


      

       

      
        	
                (c)  

              	
                False
      Information.  Borrower (or any guarantor) has given
      Lender any materially false or misleading information or representations
      or has failed to disclose any material fact relating to the subject matter
      of this Agreement.

              


      

       

      
        	
                (d)  

              	
                Death.  Borrower
      or any guarantor dies or becomes legally incompetent, or if Borrower is a
      partnership, any general partner dies or becomes legally
      incompetent.

              


      

       

      
        	
                (e)  

              	
                Bankruptcy.  Borrower
      (or any guarantor) files a bankruptcy petition, a bankruptcy petition is
      filed against Borrower (or any guarantor) or Borrower (or any guarantor)
      makes a general assignment for the benefit of
  creditors.

              


      

       

      
        	
                (f)  

              	
                Receivers.  A
      receiver or similar official is appointed for a substantial portion of
      Borrower’s (or any guarantor’s) business, or the business is
      terminated.

              


      

       

      
        	
                (g)  

              	
                Judgments.  Any
      judgments or arbitration awards are entered against Borrower (or any
      guarantor), or Borrower (or any guarantor) enters into any settlement
      agreements with respect to any litigation or arbitration and the aggregate
      amount of all such judgments, awards, and agreements exceeds
      $50,000.

              


      

       

      
        	
                (h)  

              	
                Material
      Adverse Change.  A material adverse change occurs, or is
      reasonably likely to occur, in Borrower’s (or any guarantor’s) business
      condition (financial or otherwise), operations, properties or prospects,
      or ability to repay the credit.

              


      

       

      
        	
                (i)  

              	
                Cross-default.  Any
      default occurs under any agreement in connection with any credit Borrower
      (or any guarantor) or any of Borrower’s related entities or affiliates has
      obtained from anyone else or which Borrower (or any guarantor) or any of
      Borrower’s related entities or affiliates has guaranteed (other than trade
      amounts payable incurred in the ordinary course of business and not more
      than 60 days past due).

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                (j)  

              	
                Default
      under Related Documents.  Any default occurs under any
      guaranty, subordination agreement, security agreement, deed of trust,
      mortgage, or other document required by or delivered in connection with
      this Agreement or any such document is no longer in
  effect.

              


      

       

      
        	
                (k)  

              	
                Other
      Agreements.  Borrower (or any guarantor) or any of
      Borrower’s related entities or affiliates fails to meet the conditions of,
      or fails to perform any obligation under any other agreement Borrower (or
      any guarantor) or any of Borrower’s related entities or affiliates has
      with Lender or any affiliate of
Lender.

              


      

       

      
        	
                (l)  

              	
                Change
      of Control.  The holders of the capital ownership of the
      Borrower as of the date hereof cease to own and control, directly and
      indirectly, at least 90% of the capital ownership of the
      Borrower.

              


      

       

      
        	
                (m)  

              	
                Other
      Breach Under Agreement.  Borrower fails to meet the
      conditions of, or fails to perform any obligation under, any term of this
      Agreement not specifically referred to
above.

              


      

       

      
        	
                9.2  

              	
                Remedies. Upon the
      occurrence of an Event of Default, (1) without implying any
      obligation to do so, Lender may cease making Advances or extending any
      other financial accommodations to Borrower; (2) all or a portion of
      the Obligations shall be, at the option of and upon demand by Lender, or
      with respect to an Event of Default described in Section 9.1(e),
      automatically and without notice or demand, due and payable in full; and
      (3) Lender shall have and may exercise all the rights and remedies
      under this Agreement and under applicable law, including the rights and
      remedies of a secured party under the California Uniform Commercial Code,
      all the power of attorney rights described in Section 8 with respect to
      all Collateral, and the right to collect, dispose of, sell, lease, use,
      and realize upon all Financed Receivables and all Collateral in any
      commercial reasonable manner.

              


      

       

      
        	
                10.  

              	
                ACCRUAL OF INTEREST.  All
      interest and finance charges hereunder calculated at an annual rate shall
      be based on a year of 360 days, which results in a higher effective rate
      of interest than if a year of 365 or 366 days were used.  If any
      amount due under Section 4.2, amounts due under Section 11, and any other
      Obligations not otherwise bearing interest hereunder is not paid when due,
      such amount shall bear interest at a per annum rate equal to the Finance
      Charge Percentage until the earlier of (i) payment in good funds or
      (ii) entry of a trial judgment thereof, at which time the principal
      amount of any money judgment remaining unsatisfied shall accrue interest
      at the highest rate allowed by applicable
law.

              


      

       

      
        	
                11.  

              	
                FEES, COSTS AND EXPENSES;
      INDEMNIFICATION. The Borrower will pay to Lender upon demand all
      fees, costs and expenses (including fees of attorneys and professionals
      and their costs and expenses) that Lender incurs or may from time to time
      impose in connection with any of the following: (a) preparing,
      negotiating, administering, and enforcing this Agreement or any other
      agreement executed in connection herewith, including any amendments,
      waivers or consents in connection with any of the foregoing, (b) any
      litigation or dispute (whether instituted by Lender, Borrower or any other
      person) in any way relating to the Financed Receivables, the Collateral,
      this Agreement or any other agreement executed in connection herewith or
      therewith, (c) enforcing any rights against Borrower or any
      guarantor, or any Account Debtor, (d) protecting or enforcing its
      interest in the Financed Receivables or the Collateral,
      (e) collecting the Financed Receivables and the Obligations, or
      (f) the representation of Lender in connection with any bankruptcy
      case or insolvency proceeding involving Borrower, any Financed Receivable,
      the Collateral, any Account Debtor, or any guarantor. Borrower shall
      indemnify and hold Lender harmless from and against any and all claims,
      actions, damages, costs, expenses, and liabilities of any nature
      whatsoever arising in connection with any of the
  foregoing.

              


      

       

      
        	
                12.  

              	
                INTEGRATION, SEVERABILITY
      WAIVER, AND CHOICE OF LAW.  This Agreement and any
      related security or other agreements required by this Agreement,
      collectively: (a) represent the sum of the understandings and
      agreements between Lender and Borrower concerning this credit;
      (b) replace any prior oral or written agreements between Lender and
      Borrower concerning this credit; and (c) are intended by Lender and
      Borrower as the final, complete and exclusive statement of the terms
      agreed to by them. In the event of any conflict between this Agreement and
      any other agreements required by this Agreement, this Agreement will
      prevail. If any provision of this Agreement is deemed invalid by reason of
      law, this Agreement will be construed as not containing such provision and
      the remainder of the Agreement shall remain in full force and effect.
      Lender retains all of its rights, even if it makes an Advance after a
      default. If Lender waives a default, it may enforce a later default. Any
      consent or waiver under, or amendment of, this Agreement must be in
      writing, and no such consent, waiver, or amendment shall imply any
      obligation by Lender to make any subsequent consent, waiver, or
      amendment.  THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED
      IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
      CALIFORNIA.

              


      

       

      
        	
                13.  

              	
                NOTICES; TELEPHONIC AND TELEFAX
      AUTHORIZATIONS.  All notices
      shall be given to lender and borrower at the addresses or faxes (or
      e-mail, if applicable) set forth on the signature page of this agreement
      and shall be deemed to have been delivered when actually received at the
      designated address.  Lender may honor telephone, fax, e-mail or
      telefax instructions for Advances or repayments given, or purported to be
      given, by any one of the Authorized Persons.  Borrower will
      indemnify and hold Lender harmless from all liability, loss, and costs in
      connection with any act resulting from telephone or telefax instructions
      Lender reasonably believes are made by any Authorized
      Person.  This paragraph will survive this Agreement's
      termination, and will benefit Lender and its officers, employees, and
      agents.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                14.  

              	
                DEFINITIONS AND
      CONSTRUCTION.

              


      

       

      
        	
                14.1  

              	
                Definitions.  In
      this Agreement:

              


      

       

      “Account
Balance” means at any time the aggregate of the Receivable Amounts of all
Financed Receivables at such time, as reflected on the records maintained by
Lender.

       

      “Account
Debtor” has the meaning in the California Uniform Commercial Code and
includes any person liable on any Receivable, including without limitation, any
guarantor of any Receivable and any issuer of a letter of credit or banker’s
acceptance assuring payment thereof.

       

      “Adjustments”
means all discounts, allowances, disputes, offsets, defenses, rights of
recoupment, rights of return, warranty claims, or short payments, asserted by or
on behalf of any Account Debtor with respect to any Financed
Receivable.

       

      “Advance”
means as to any Receivable, the advance made by Lender to Borrower in respect of
such Receivable pursuant to Section 1.2.

       

      “Advance
Rate” means 80% or such greater or lesser percentage as Lender may from
time to time establish in its sole discretion upon notice to
Borrower.

       

      “Agreement”
means this Amended and Restated Business Financing Agreement.

       

      “Authorized
Person” means any of Borrower (if an individual) or any one of the
individuals authorized to sign on behalf of Borrower.

       

      “Cash
Reserve” means for any Financed Receivable which has been paid in full
during a Monthly Period, the amount by which the amount(s) paid on such Financed
Receivable exceeds the Advance made on such Financed Receivable.

       

      “Collateral”
means all of Borrower’s rights and interest in any and all personal property,
whether now existing or hereafter acquired or created and wherever located, and
all products and proceeds thereof and accessions thereto, including but not
limited to the following (collectively, the “Collateral”):  (a) all
accounts (including health care insurance receivables), chattel paper (including
tangible and electronic chattel paper), inventory (including all goods held for
sale or lease or to be furnished under a contract for service, and including
returns and repossessions), equipment (including all accessions and additions
thereto), instruments (including promissory notes), investment property
(including securities and securities entitlements), documents (including
negotiable documents), deposit accounts, letter of credit rights, money, any
commercial tort claim of Borrower which is now or hereafter identified by
Borrower or Lender, general intangibles (including payment intangibles and
software), goods (including fixtures) and all of Borrower’s books and records
with respect to any of the foregoing, and the computers and equipment containing
said books and records; and (b) any and all cash proceeds and/or noncash
proceeds thereof, including without limitation, insurance proceeds, and all
supporting obligations and the security therefore or for any right to
payment.

       

      “Collections”
means all payments from or on behalf of an Account Debtor with respect to
Receivables.

       

      “Compliance
Certificate” means a certificate in the form attached as Exhibit A to this
Agreement by an Authorized Person that, among other things, the representations
and warranties set forth in this Agreement are true and correct as of the date
such certificate is delivered.

       

      “Credit
Limit” means $1,200,000, which is intended to be the maximum amount of
Advances at any time outstanding.

       

      “Default”
means any Event of Default or any event that with notice, lapse of time or
otherwise would constitute an Event of Default.

       

      “Eligible
Receivable” means a Receivable that satisfies all of the
following:

       

      
        	
                (a)  

              	
                The
      Receivable has been created by Borrower in the ordinary course of
      Borrower’s business and without any obligation on the part of Borrower to
      render any further performance.

              


      

       

      
        	
                (b)  

              	
                There
      are no conditions which must be satisfied before Borrower is entitled to
      receive payment of the Receivable, and the Receivable does not arise from
      COD sales, consignments or guaranteed
sales.

              


      

       

      
        	
                (c)  

              	
                The
      Account Debtor upon the Receivable does not claim any defense to payment
      of the Receivable, whether well founded or
  otherwise.

              


      

       

      
        	
                (d)  

              	
                The
      Receivable is not the obligation of an Account Debtor who has asserted or
      may be reasonably be expected to assert any counterclaims or offsets
      against Borrower (including offsets for any “contra accounts” owed by
      Borrower to the Account Debtor for goods purchased by Borrower or for
      services performed for Borrower).

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	
                (e)  

              	
                The
      Receivable represents a genuine obligation of the Account Debtor and to
      the extent any credit balances exist in favor of the Account Debtor, such
      credit balances shall be deducted in calculating the Receivable
      Amount.

              


      

       

      
        	
                (f)  

              	
                Borrower
      has sent an invoice to the Account Debtor in the amount of the
      Receivable.

              


      

       

      
        	
                (g)  

              	
                Borrower
      is not prohibited by the laws of the state where the Account Debtor is
      located from bringing an action in the courts of that state to enforce the
      Account Debtor’s obligation to pay the Receivable. Borrower has taken all
      appropriate actions to ensure access to the courts of the state where
      Account Debtor is located, including, where necessary; the filing of a
      Notice of Business Activities Report or other similar filing with the
      applicable state agency or the qualification by Borrower as a foreign
      corporation authorized to transact business in such
  state.

              


      

       

      
        	
                (h)  

              	
                The
      Receivable is owned by Borrower free of any title defects or any liens or
      interests of others except the security interest in favor of Lender, and
      Lender has a perfected, first priority security interest in such
      Receivable.

              


      

       

      
        	
                (i)  

              	
                The
      Account Debtor on the Receivable is not any of the
      following:  (i) an employee, affiliate, parent or
      subsidiary of Borrower, or an entity which has common officers or
      directors with Borrower, (ii) the U.S. government or any agency or
      department of the U.S. government unless Lender agrees in writing to
      accept the Receivable, Borrower complies with the procedures in the
      Federal Assignment of Claims Act of 1940 (41 U.S.C.§15) with respect to
      the Receivable, and the underlying contract expressly provides that
      neither the U.S. government nor any agency or department thereof shall
      have the right of set-off against Borrower; or (iii) any person or
      entity located in a foreign country unless (A) the Receivable is
      supported by an irrevocable letter of credit issued by a bank acceptable
      to Lender, and (B) if requested by Lender, the original of such
      letter of credit and/or any usance drafts drawn under such letter of
      credit and accepted by the issuing or confirming bank have been delivered
      to Lender.

              


      

       

      
        	
                (j)  

              	
                The
      Receivable is not in default (a Receivable will be considered in default
      if any of the following occur:  (i) the Receivable is not
      paid within 90 days from its invoice date; (ii) the Account Debtor
      obligated upon the Receivable suspends business, makes a general
      assignment for the benefit of creditors, or fails to pay its debts
      generally as they come due; or (iii) any petition is filed by or
      against the Account Debtor obligated upon the Receivable under any
      bankruptcy law or any other law or laws for the relief of
      debtors).

              


      

       

      
        	
                (k)  

              	
                The
      Receivable does not arise from the sale of goods which remain in
      Borrower’s possession or under Borrower’s
  control.

              


      

       

      
        	
                (l)  

              	
                The
      Receivable is not evidenced by a promissory note or chattel paper, nor is
      the Account Debtor obligated to Borrower under any other obligation which
      is evidenced by a promissory note.

              


      

       

      
        	
                (m)  

              	
                The
      Receivable is otherwise acceptable to
Lender.

              


      

       

      “Event of
Default” has the meaning set forth in Section 9.1.

       

      “Facility
Fee” means a payment of an annual fee equal to 1.00(%) percentage point
of the Formula Account Balance which will be earned and payable upon execution
of this Agreement and on each anniversary thereof until this Agreement is
terminated pursuant to Section 17 hereof, provided however, $7,500 of the
Original Credit Agreement Facility Fee will be applied to the Facility Fee on
the date of this Agreement, and the remaining $7,500 will be due no later than
March 31, 2009

       

      “Finance
Charge” means for each Monthly Period an interest amount equal to the
Finance Charge Percentage of the average daily Account Balance outstanding
during such Monthly Period.

       

      “Finance
Charge Percentage” means a rate per year equal to the Prime Rate plus
2.00 percentage points plus an additional 5.00 percentage points during any
period that an Event of Default has occurred and is continuing.

       

      “Financed
Receivable” means a Receivable for which Lender makes an Advance pursuant
to a Funding Request.

       

      “Formula
Account Balance” means the dollar amount resulting from dividing the
Credit Limit by the Advance Rate in effect at the time of
calculation.

       

      “Funding
Request” means a writing signed by an authorized representative of
Borrower which accurately identifies the Receivables which Lender, at its
election, is being requested to finance, and includes for each such Receivable
the correct amount owed by the Account Debtor, the name and address of the
Account Debtor, the invoice number, the invoice date and the account code in the
form of the invoice schedule attached as Exhibit B
hereto, together with copies of invoices and such other supporting documentation
as the Lender may from time to time request.

       

      “Lender”
means Bridge Bank, National Association, and its successors and
assigns.

       

       “Month
End” means the last calendar day of each Monthly Period.

       

      “Monthly
Period” means each calendar month.

       

      “Obligations”
means all liabilities and obligations of Borrower to Lender of any kind or
nature, present or future, arising under or in connection with this Agreement or
under any other document, instrument or agreement, whether or not evidenced by
any note, guarantee or other instrument, whether arising on account or by
overdraft, whether direct or indirect (including those acquired by assignment)
absolute or contingent, primary or secondary, due or to become due, now owing or
hereafter arising, and however acquired; including, without limitation, all
Advances, Finance Charges, fees, interest, expenses, professional fees and
attorneys’ fees.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      “Overadvance”
means at any time an amount equal to the greater of the following amounts (if
any):  (a) the amount by which the total amount of the Advances
exceeds the Credit Limit and (b) the amount equal to the sum of
(i) the total outstanding amounts of all Advances made with respect to
Receivables which were not, or have ceased to be, Eligible Receivables and
(ii) the amount by which the total outstanding amount of all Advances
(other than those under clause (i) above)) exceeds the product of
(x) the Advance Rate and (y) the total outstanding Receivable Amounts
of the Eligible Receivables in respect of which such Advances were
made.

       

      “Permitted
Indebtedness” means:

       

      
        	
                (a)  

              	
                Indebtedness
      under this Agreement or that is otherwise owed to the
    Lender.

              


      

       

      
        	
                (b)  

              	
                Indebtedness
      existing on the date hereof and specifically disclosed on a schedule to
      this Agreement.

              


      

       

      
        	
                (c)  

              	
                Purchase
      money indebtedness (including capital leases) incurred to acquire capital
      assets in ordinary course of business and not exceeding $25,000 in total principal amount at any time
      outstanding.

              


      

       

      
        	
                (d)  

              	
                Other Indebtedness in an aggregate amount not to
      exceed $25,000 at any time outstanding; provided that such indebtedness is
      junior in priority (if secured) to the Obligations and provided that the
      incurrence of such Indebtedness does not otherwise cause and Event of
      Default hereunder.

              


      

       

      
        	
                (e)  

              	
                Indebtedness incurred in the refinancing of any
      indebtedness set forth in (a) through (d) above, provided that the
      principal amount thereof is not increased or the terms thereof are not
      modified to impose more burdensome terms upon the
      Borrower.

              


      

       

      
        	
                (f)  

              	
                Subordinated
  Debt.

              


      

       

      “Permitted
Liens” means:

       

      
        	
                (a)  

              	
                Liens
      securing any of the indebtedness described in clauses (a) through (d) of
      the definition of Permitted
Indebtedness.

              


      

       

      
        	
                (b)  

              	
                Liens
      for taxes, fees, assessments or other governmental charges or levies,
      either not delinquent or being contested in good faith by appropriate
      proceedings, provided the same have no priority over any of Lender’s
      security interests.

              


      

       

      
        	
                (c)  

              	
                Liens
      incurred in connection with the extension, renewal or refinancing of the
      indebtedness described in clause (e) of the definition of Permitted
      Indebtedness, provided that any extension, renewal or replacement lien
      shall be limited to the property encumbered by the existing lien and the
      principal amount of the indebtedness being extended, renewed or refinanced
      does not increase.

              


      

       

      
        	
                (d)  

              	
                Liens
      securing Subordinated Debt.

              


      

       

      “Prime
Rate” means the greater of 5.25% per year or the Prime Rate published in
the Money Rates section of the Western Edition of The Wall Street Journal, or
such other rate of interest publicly announced from time to time by Lender as
its Prime Rate.  Lender may price loans to its customers at, above, or
below the Prime Rate. Any change in the Prime Rate shall take effect at the
opening of business on the day specified in the public announcement of a change
in Lender’s Prime Rate.

       

      “Processing
Fee” means a fee equal to 0.25% of the Receivable Amount of each Financed
Receivable.

       

      “Recovery
Fee” means for each item of Collections which the Borrower has failed to
remit as required by the Agreement, a fee equal to the lesser of $5,000 or 5% of
the amount of such item, but in no case less than $1,000.

       

      “Receivable
Amount” means as to any Receivable, the Receivable Amount due from the
Account Debtor after deducting all discounts, credits, offsets, payments or
other deductions of any nature whatsoever, whether or not claimed by the Account
Debtor.

       

      “Receivables”
means Borrower’s rights to payment arising in the ordinary course of Borrower’s
business, including accounts, chattel paper, instruments, contract rights,
documents, general intangibles, letters of credit, drafts, and bankers
acceptances.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Refundable
Reserve” means for any Month End:

       

      
        	
                (a)  

              	
                The
      sum of (i) the total of the Cash Reserves as to all Financed
      Receivables as of such Month End and (ii) the amount of Collections
      received by Lender during the Monthly Period with respect to Receivables
      other than Financed Receivables and not previously remitted to
      Borrower,

              


      

       

      minus

       

      
        	
                (b)  

              	
                The
      total for that Monthly Period ending on such Month End
  of:

              


      

       

      
        	
                (i)  

              	
                Processing
      Fee, Facility Fee, and Recovery
Fees;

              


      

       

      (ii) Finance
Charges;

       

      (iii) Adjustments;

       

      (iv) Any
outstanding Overadvance Amounts;

       

      
        	
                (v)  

              	
                all
      amounts due, including professional fees and expenses, as set forth in
      Section 11 for which oral or written demand has been made by Lender to
      Borrower during that Monthly Period to the extent Lender has agreed to
      accept payment thereof by deduction from the Refundable Reserve;
      and

              


      

       

      
        	
                (vi)  

              	
                all
      amounts collected by Borrower on Financed Receivables during the Monthly
      Period and not remitted to Lender.

              


      

       

      “Reserve”
means as to any Financed Receivable the amount by which the Receivable Amount of
the Financed Receivable exceeds the Advance on that Financed
Receivable.

       

      “Reserve
Percentage” means 100% less the Advance Rate.

       

      “Subordinated
Debt” means indebtedness of Borrower that is expressly subordinated to
the indebtedness of Borrower owed to Lender pursuant to a subordination
agreement satisfactory in form and substance to Lender.

       

      
        	
                14.2  

              	
                Construction:

              


      

       

      
        	
                (a)  

              	
                In
      this Agreement: (i) references to the plural include the singular and
      to the singular include the plural; (ii) references to any gender
      include any other gender; (iii) the terms “include” and “including”
      are not limiting; (iv) the term “or” has the inclusive meaning
      represented by the phrase “and/or,” (v) unless otherwise specified,
      section and subsection references are to this Agreement, and (vi) any
      reference to any statute, law, or regulation shall include all amendments
      thereto and revisions thereof.

              


      

       

      
        	
                (b)  

              	
                Neither
      this Agreement nor any uncertainty or ambiguity herein shall be construed
      or resolved using any presumption against either Borrower or Lender,
      whether under any rule of construction or otherwise.  On the
      contrary, this Agreement has been reviewed by each party hereto and their
      respective counsel.  In case of any ambiguity or uncertainty,
      this Agreement shall be construed and interpreted according to the
      ordinary meaning of the words used to accomplish fairly the purposes and
      intentions of all parties hereto.

              


      

       

      
        	
                (c)  

              	
                Titles
      and section headings used in this Agreement are for convenience only and
      shall not be used in interpreting this
  Agreement.

              


      

       

      
        	
                15.  

              	
                JURY TRIAL
      WAIVER.  THE UNDERSIGNED ACKNOWLEDGE THAT THE RIGHT TO
      TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED UNDER
      CERTAIN CIRCUMSTANCES.  TO THE EXTENT PERMITTED BY LAW, EACH
      PARTY, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH
      COUNSEL OF ITS, HIS OR HER CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THE
      MUTUAL BENEFIT OF ALL PARTIES, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE
      EVENT OF LITIGATION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OTHER
      DOCUMENT, INSTRUMENT OR AGREEMENT BETWEEN THE UNDERSIGNED
      PARTIES.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	
                16.  

              	
                JUDICIAL REFERENCE
      PROVISION.

              


      

       

      
        	
                16.1  

              	
                In
      the event the Jury Trial Waiver set forth above is not enforceable, the
      parties elect to proceed under this Judicial Reference
      Provision.

              


      

       

      
        	
                16.2  

              	
                With
      the exception of the items specified in clause (c), below, any
      controversy, dispute or claim (each, a “Claim”)
      between the parties arising out of or relating to this Agreement or any
      other document, instrument or agreement between the undersigned parties
      (collectively in this Section, the “Loan
      Documents”), will be resolved by a reference proceeding in
      California in accordance with the provisions of Sections 638 et seq. of
      the California Code of Civil Procedure (“CCP”),
      or their successor sections, which shall constitute the exclusive remedy
      for the resolution of any Claim, including whether the Claim is subject to
      the reference proceeding. Except as otherwise provided in the Loan
      Documents, venue for the reference proceeding will be in the state or
      federal court in the county or district where the real property involved
      in the action, if any, is located or in the state or federal court in the
      county or district where venue is otherwise appropriate under applicable
      law (the “Court”).

              


      

       

      
        	
                16.3  

              	
                The
      matters that shall not be subject to a reference are the following: (i)
      nonjudicial foreclosure of any security interests in real or personal
      property, (ii) exercise of self-help remedies (including, without
      limitation, set-off), (iii) appointment of a receiver and (iv) temporary,
      provisional or ancillary remedies (including, without limitation, writs of
      attachment, writs of possession, temporary restraining orders or
      preliminary injunctions). This reference provision does not limit the
      right of any party to exercise or oppose any of the rights and remedies
      described in clauses (i) and (ii) or to seek or oppose from a court of
      competent jurisdiction any of the items described in clauses (iii) and
      (iv). The exercise of, or opposition to, any of those items does not waive
      the right of any party to a reference pursuant to this reference provision
      as provided herein.

              


      

       

      
        	
                16.4  

              	
                The
      referee shall be a retired judge or justice selected by mutual written
      agreement of the parties. If the parties do not agree within ten (10) days
      of a written request to do so by any party, then, upon request of any
      party, the referee shall be selected by the Presiding Judge of the Court
      (or his or her representative). A request for appointment of a referee may
      be heard on an ex parte or expedited basis, and the parties agree that
      irreparable harm would result if ex parte relief is not
      granted.  Pursuant to CCP § 170.6, each party shall have one
      peremptory challenge to the referee selected by the Presiding Judge of the
      Court (or his or her
representative).

              


      

       

      
        	
                16.5  

              	
                The
      parties agree that time is of the essence in conducting the reference
      proceedings. Accordingly, the referee shall be requested, subject to
      change in the time periods specified herein for good cause shown, to (i)
      set the matter for a status and trial-setting conference within fifteen
      (15) days after the date of selection of the referee, (ii) if practicable,
      try all issues of law or fact within one hundred twenty (120) days after
      the date of the conference and (iii) report a statement of decision within
      twenty (20) days after the matter has been submitted for
      decision.

              


      

       

      
        	
                16.6  

              	
                The
      referee will have power to expand or limit the amount and duration of
      discovery.  The referee may set or extend discovery deadlines or
      cutoffs for good cause, including a party’s failure to provide requested
      discovery for any reason whatsoever.  Unless otherwise ordered
      based upon good cause shown, no party shall be entitled to “priority” in
      conducting discovery, depositions may be taken by either party upon seven
      (7) days written notice, and all other discovery shall be responded to
      within fifteen (15) days after service.  All disputes relating
      to discovery which cannot be resolved by the parties shall be submitted to
      the referee whose decision shall be final and
  binding.

              


      

       

      
        	
                16.7  

              	
                Except
      as expressly set forth herein, the referee shall determine the manner in
      which the reference proceeding is conducted including the time and place
      of hearings, the order of presentation of evidence, and all other
      questions that arise with respect to the course of the reference
      proceeding.  All proceedings and hearings conducted before the
      referee, except for trial, shall be conducted without a court reporter,
      except that when any party so requests, a court reporter will be used at
      any hearing conducted before the referee, and the referee will be provided
      a courtesy copy of the transcript.  The party making such a
      request shall have the obligation to arrange for and pay the court
      reporter.  Subject to the referee’s power to award costs to the
      prevailing party, the parties will equally share the cost of the referee
      and the court reporter at trial.

              


      

       

      
        	
                16.8  

              	
                The
      referee shall be required to determine all issues in accordance with
      existing case law and the statutory laws of the State of
      California.  The rules of evidence applicable to proceedings at
      law in the State of California will be applicable to the reference
      proceeding.  The referee shall be empowered to enter equitable
      as well as legal relief, enter equitable orders that will be binding on
      the parties and rule on any motion which would be authorized in a court
      proceeding, including without limitation motions for summary judgment or
      summary adjudication. The referee shall issue a decision at the close of
      the reference proceeding which disposes of all claims of the parties that
      are the subject of the reference.  Pursuant to CCP § 644, such
      decision shall be entered by the Court as a judgment or an order in the
      same manner as if the action had been tried by the Court and any such
      decision will be final, binding and conclusive.  The parties
      reserve the right to appeal from the final judgment or order or from any
      appealable decision or order entered by the referee.  The
      parties reserve the right to findings of fact, conclusions of laws, a
      written statement of decision, and the right to move for a new trial or a
      different judgment, which new trial, if granted, is also to be a reference
      proceeding under this provision.

              


      

       

      
        	
                16.9  

              	
                If
      the enabling legislation which provides for appointment of a referee is
      repealed (and no successor statute is enacted), any dispute between the
      parties that would otherwise be determined by reference procedure will be
      resolved and determined by arbitration.  The arbitration will be
      conducted by a retired judge or justice, in accordance with the California
      Arbitration Act §1280 through §1294.2 of the CCP as amended from time to
      time.  The limitations with respect to discovery set forth above
      shall apply to any such arbitration
proceeding.

              


      

       

      
        	
                16.10  

              	
                THE
      PARTIES RECOGNIZE AND AGREE THAT ALL CONTROVERSIES, DISPUTES AND CLAIMS
      RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND
      NOT BY A JURY.  AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY
      TO CONSULT) WITH COUNSEL OF ITS, HIS OR HER OWN CHOICE, EACH PARTY
      KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF ALL PARTIES,
      AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY CONTROVERSY,
      DISPUTE OR CLAIM BETWEEN OR AMONG THEM ARISING OUT OF OR IN ANY WAY
      RELATED TO, THIS AGREEMENT OR THE OTHER LOAN
      DOCUMENTS.

              


      

       

      
        	
                17.  

              	
                TERM AND
      TERMINATION.  Borrower and Lender each have the right to
      terminate the financing of Receivables under this Agreement at any time
      upon notice to the other: provided that
      no such termination shall affect Lender’s security interest in the
      Financed Receivables and other Collateral, and this Agreement shall
      continue to be effective, and the obligations of Borrower to indemnify
      Lender with respect to the expenses, damages, losses, costs and
      liabilities described in Section 11 shall survive until all applicable
      statute of limitations periods with respect to actions that may be brought
      against Lender have run, and Lender’s rights and remedies hereunder shall
      survive any such termination, until all transactions entered into and
      Obligations incurred hereunder or in connection herewith have been
      completed and satisfied in full.  Upon any such termination,
      Borrower shall, upon demand by Lender, immediately repay all Advances then
      outstanding,

              


      

       

      
        	
                18.  

              	
                OTHER
      AGREEMENTS.  (i) Any security agreements, liens
      and/or security interests securing payment of any obligations of Borrower
      owing to Lender or its affiliates also secure the Obligations, and are
      valid and subsisting and are not adversely affected by execution of this
      Agreement.  An Event of Default under this Agreement constitutes
      a default under other outstanding agreements between Borrower and Lender
      or its affiliates; (ii) Lender reserves the right to issue press
      releases, advertisements, and other promotional materials describing any
      successful outcome of services provided on Borrower’s behalf. Borrower
      agrees that Lender shall have the right to identify Borrower by name in
      those materials.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
WITNESS WHEREOF, Borrower and Lender have executed this Agreement on the day and
year above written.

       

      
        	
                BORROWER:

              	
                LENDER:

              
	 
      	 
      
	
                CANEUM,
      INC., a Nevada corporation,

                By
      /s/ Suki
      Mudan                                                                

                Name:
      Suki
      Mudan                                                                

                Title:
      President                                                                

              	
                BRIDGE
      BANK, NATIONAL ASSOCIATION

                By         /s/
      Lee A. Shodiss

                Name:   Lee
      A. Shodiss

                Title:     Senior
      Vice President &
      Manager                                                           

              
	 
      	 
      
	
                Address for Notices:

                3101
      West Coast Hwy, Ste. 400

                Newport
      Beach, CA 92663

                Phone:  (949)
      273-4000

                Fax:  (949)
      273-4001

                 

              	
                Address for Notices:

                55
      Almaden Blvd.

                San
      Jose, CA 95113

                Fax:  (408)
      423-8510

              


      

      


       

      
        	
                BORROWER:

              	 
      
	 
      	 
      
	
                TIER
      ONE CONSULTING INC., a California corporation,

                By
      /s/ Suki
      Mudan                                                                

                Name:
      Suki
      Mudan                                                                

                Title:
      President

              	 
      
	 
      	 
      
	
                Address for Notices:

                3101
      West Coast Hwy, Ste. 400

                Newport
      Beach, CA 92663

                Phone:  (949)
      273-4000

                Fax:  (949)
      273-4001