THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION BECAUSE THEY ARE BELIEVED TO BE
EXEMPT FROM REGISTRATION UNDER SECTION 4(2) OF THE SECURITIES ACT OF
1933 AND RULE 506 PROMULGATED THEREUNDER.

     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION.  NEITHER THE SECURITIES AND
EXCHANGE COMMISSION NOR ANY OTHER AUTHORITY HAS PASSED UPON OR
ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE
INFORMATION PROVIDED TO THE INVESTORS.  ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.  INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE COMPANY, AND THE RISKS, MERITS AND TERMS OF THIS
OFFERING IN MAKING AN INVESTMENT DECISION.


                       COMMON STOCK PURCHASE WARRANT


                               CANEUM, INC.
                          (A NEVADA CORPORATION)

                         Dated: February 23, 2005

CERTIFICATE NUMBER: 1                                       50,000 WARRANTS

     THIS CERTIFIES THAT Eric Chess Bronk (hereinafter called the
"Holder") will in the future during the period hereinafter specified,
upon fulfillment of the conditions and subject to the terms
hereinafter set forth, be entitled to purchase from Caneum, Inc., a
Nevada corporation (the "Company"), 50,000 shares (the "Shares") of
the Company's common stock, par value $.001 per share ("Common
Stock"), at an exercise price of $0.75 per Share (the "Exercise
Price"), on the basis of one share for each warrant (the "Warrant")
indicated on the face hereof.

     Commencing immediately and ending on October 28, 2008, unless
extended by the Company in its sole discretion ("Expiration Date"),
the Holder shall have the right to purchase the Shares hereunder at
the Exercise Price.  After the Expiration Date, the Holder shall have
no right to purchase any Shares hereunder and this Warrant shall
expire thereon effective at 5:00 p.m., Pacific Time.

     By acceptance of this Warrant Certificate, the Holder agrees to
the following terms and conditions:

<PAGE>

     1.   Method of Exercise.

          a.   This Warrant may be exercised by delivery of this
Warrant Certificate and the duly completed and executed form of
election to purchase attached hereto setting forth the number of
Warrants to be exercised, together with either:

               i.   A certified check or bank check payable to the
     order of, or bank wire transfer to, the Company in the amount of
     the full Exercise Price of the Common Stock being purchased;

               ii.  Shares of Common Stock of the Company already owned
     by the Holder equal to the exercise price with the Common Stock
     valued at its fair market value based on the average closing
     price of the stock on the ten trading days immediately preceding
     the exercise of the warrants;

               iii. Warrants or other rights to purchase Common
     Stock valued at the amount by which the closing bid quotations
     (as determined in accordance with subparagraph (ii) above) of the
     Common Stock subject to warrants or other rights exceeds the
     exercise or purchase price provided on such warrants or rights;
     or

               iv.  Cancellation of debt owed by the Company to the
     Holder, including debt incurred for professional services
     rendered, employment relationships, or otherwise, upon
     presentation of an invoice for services provided to the Company.

          b.   Upon receipt of this Warrant Certificate with the
exercise form duly executed, together with payment in full of the
aggregate Exercise Price of the shares of Common Stock to be
purchased, the Company shall make deliver of certificates evidencing
the total number of shares of Common Stock issuable upon such
exercise, in such names and denominations as are required for delivery
to, or in accordance with the instructions of the Holder.  Such Common
Stock certificates shall be deemed to be issued, and the person to
whom such shares of Common Stock are issued of record shall be deemed
to have become a holder of record of such shares of Common Stock, as
of the date of the surrender of such Warrant Certificate and payment
of the Exercise Price, whichever shall last occur; provided, that if
the books of the Company with respect to the transfer of Common Stock
are then closed, such shares shall be deemed to be issued, and the
person to whom such shares of Common Stock are issued of record shall
be deemed to have become a record holder of such shares, as of the
date on which such transfer books of the company shall next be open
(whether before, on, or after the expiration of these Warrants).  If
this Warrant Certificate shall be surrendered for exercise within any
period during which the transfer books for the Company's common stock
or other securities purchasable upon the exercise of Warrants are
closed for any reason, the Company shall not be required to make
deliver of certificates for the securities purchasable upon such
exercise until the date of the reopening of said transfer books.

                                     2
<PAGE>

          c.   Subject to subsection 1(b), if less than all the
Warrants evidenced by this Warrant Certificate are exercised upon a
single occasion, a new Warrant Certificate for the balance of the
Warrants not so exercised shall be issued and delivered to, or in
accordance with transfer instructions properly given by, the Holder,
until the expiration of the applicable Warrant Exercise Period.

          d.   All Warrant Certificates surrendered upon exercise of
Warrants shall be canceled.

     2.   Expiration of Warrant.  At the Expiration Date, each Warrant
will, respectively, expire and become void and of no value.

     3.   Registration Rights.  The Company hereby grants to the
Holder the following registration rights pertaining to the shares
underlying the warrants (the "Shares"):

          a.   Whenever the Company shall propose to file a
registration statement under the Securities Act on a form which
permits the inclusion of the Shares for resale (the "Registration
Statement"), including a registration on Form S-8, if applicable, it
will give written notice to the Holder at least thirty (30) calendar
days prior to the anticipated filing thereof, specifying the
approximate date on which the Company proposes to file the
Registration Statement and the intended method of distribution in
connection therewith, and advising the Holder of his right to have any
or all of the Shares then held by him included among the securities to
be covered by such registration statement (the "Piggy-Back Rights").
The Holder shall have the right to include the Shares in one or more
Registration Statements until all of the Shares have been sold, or
until all of the Shares are eligible for sale under Rule 144
promulgated by the SEC, whichever shall first occur.

          b.   Subject to Section (d) and Section (e) of this
Paragraph 3, in the event that the Holder has and shall elect to
utilize the Piggy-Back Rights, the Company shall include in the
Registration Statement the number of the Shares identified by the
Holder in a written request (the "Piggy-Back Request") given to the
Company not later than ten (10) Business Days prior to the proposed
filing date of the Registration Statement. The Shares identified in
the Piggy-Back Request shall be included in the Registration Statement
on the same terms and conditions as the other shares of Common Stock
included in the Registration Statement.

          c.   Notwithstanding anything in this Agreement to the
contrary, the Holder shall not have Piggy-Back Rights with respect to
(i) a registration statement on Form S-4 or any successor forms
thereto, (ii) a registration statement filed in connection with an
exchange offer or an offering of securities solely to existing
stockholders or employees of the Company, (iii) a registration
statement filed in connection with an offering by the Company of
securities convertible into or exchangeable for Common Stock, and
(iv) a registration statement filed in connection with private placement
of securities of the Company (whether for cash or in connection with an
acquisition by the Company or one of its subsidiaries).

                                     3
<PAGE>

          d.   If the lead managing underwriter selected by the Company
for an underwritten offering for which Piggy-Back Rights are requested
determines that marketing or other factors require a limitation on the
number of shares of Common Stock to be offered and sold in such
offering, then (i) such underwriter shall provide written notice
thereof to each of the Company and the Holder, and (ii) there shall be
included in the offering, first, all shares of Common Stock proposed
by the Company to be sold for its account (or such lesser amount as
shall equal the maximum number determined by the lead managing
underwriter as aforesaid) and, second, only that number of Shares
requested to be included in the Registration Statement by the Holder
that such lead managing underwriter reasonably and in good faith
believes will not substantially interfere with (including, without
limitation, adversely affect the pricing of) the offering of all the
shares of Common Stock that the Company desires to sell for its own
account.

          e.   Nothing contained in this Paragraph 3 shall create any
liability on the part of the Company to the Holder if the Company for
any reason should decide not to file a Registration Statement for
which Piggy-Back Rights are available or to withdraw such Registration
Statement subsequent to its filing, regardless of any action
whatsoever that the Holder may have taken, whether as a result of the
issuance by the Company of any notice hereunder or otherwise.

          f.   As a condition to providing Piggy-Back Rights, the
Company may require the Holder to furnish to the Company in writing
such information regarding the proposed distribution by the Holder as
the Company may from time to time reasonably request.

          g.   Except as set forth below, the Company shall bear all
expenses of the Registration Statement.  The Holder will be
individually responsible for payment of his own legal fees (if he
holder retains legal counsel separate from that of the Company),
underwriting fees and brokerage discounts, commissions and other sales
expenses incident to any registration hereunder.

     4.   Taxes.  The Holder shall pay all documentary, stamp or
similar taxes and other government charges that may be imposed with
respect to the issuance or transfer of the Warrants, or the issuance,
transfer or delivery of any shares of Common Stock upon the exercise
of the Warrants.

     5.   Mutilated or Missing Warrant Certificates.  If this Warrant
Certificate is mutilated, lost, stolen, or destroyed, the Company may,
on such terms as to indemnity or otherwise as it may in its discretion
impose (which shall, in the case of a mutilated Warrant Certificate,
include the surrender thereof), and upon receipt of evidence
satisfactory to the Company of such mutilation, loss, theft, or
destruction, issue a substitute Warrant Certificate. Applicants for
substitute Warrant Certificates shall comply with any reasonable
regulations (and pay any reasonable charges) prescribed by the
Company.

                                     4
<PAGE>

     6.   Reservation of Shares.  For the purpose of enabling the
Company to satisfy its obligation to issue Common Stock upon the
exercise the Warrants represented by this Warrant Certificate, the
Company shall at all times reserve and keep available, free from
preemptive rights, out of the aggregate of its authorized but unissued
Common Stock, the full number of shares which may be issued upon the
exercise of these Warrants; such shares of Common Stock shall upon
issuance be fully paid, nonassessable, and free from all taxes, liens,
charges, and security interests with respect to the issuance thereof.

     7.   Adjustments.  If, prior to the exercise of these Warrants,
the Company shall have effected one or more stock split-ups, stock
dividends or other increases or reductions of the number of shares of
its Common Stock outstanding without receiving reasonable compensation
therefor in money, services, or property, the number of shares of
Common Stock subject to the Warrants shall, (i) if a net increase
shall have been effected in the number of outstanding shares of Common
Stock, be proportionately increased, and the cash consideration
payable per share shall be proportionately reduced, and, (ii) if a net
reduction shall have been effected in the number of outstanding shares
of Common Stock, be proportionately reduced and the cash consideration
payable per share be proportionately increased.

     8.   Notice to Holders.

          a.   Upon any adjustment as described in Paragraph 7 hereof,
the Company shall, within twenty (20) days thereafter, cause written
notice setting forth the details of such adjustment, the method of
calculation, and the facts upon which such calculation is based, to be
given to the Holder as of the record date applicable thereto.

          b.   If the Company proposes to enter into any
reorganization, reclassification, sale of all or substantially all of
its assets, consolidation, merger, dissolution, liquidation, or
winding up, the Company shall give notice of such fact at least thirty
(30) days prior to such action to the Holder, which notice shall set
forth such facts and indicate the effect of such action (to the extent
such effect may be known at the date of such notice) on the Exercise
Price and the kind and amount of the shares or other securities and
property deliverable upon exercise of the Warrants.  Failure of the
Company to give notice shall not invalidate any corporate action taken
by the Company.

     9.   No Fractional Warrants or Shares.  The Company shall not be
required to issue fractions of Warrants upon the reissue of Warrants,
any adjustments as described in Paragraph 7 hereof, or otherwise; but
the Company in lieu of issuing any such fractional interest, shall
round up or down to the nearest full Warrant.  If the total Warrants
surrendered for exercise would result in the issuance of a fractional
share of Common Stock, the Company shall not be required to issue a
fractional share but rather the aggregate number of shares issuable
shall be rounded up or down to the nearest full share.

                                     5
<PAGE>

     10.  Rights of Holder.  The Holder, as such, shall not have any
rights of a shareholder of the company, either at law or equity, and
the rights of the Holder, as such, are limited to those rights
expressly provided in this Warrant Certificate.  The Company may treat
the Holder in respect of any Warrant Certificate as the absolute owner
thereof for all purposes notwithstanding any notice to the contrary.

     11.  Transfer and Assignment.  This Warrant Certificate, and the
rights of the Holder hereunder, shall not be transferable and
assignable, in whole or in part, without the prior written consent of
the Company, which consent shall not be unreasonably withheld.  Any
permitted transfer or assignment shall be effected by the Holder
(i) completing and executing a form of assignment furnished by the Company
and (ii) surrendering this Warrant Certificate with such duly
completed and executed assignment form for cancellation, accompanied
by funds sufficient to pay any transfer tax, at the principal
executive office of the Company; whereupon the Company shall issue, in
the name or names specified by the Holder (including the Holder) a new
Warrant Certificate or Certificates of like tenor with appropriate
legends restricting transfer under the Securities Act of 1933, as
amended (the "Act") and representing in the aggregate rights to
purchase the same number of Shares as are purchasable hereunder.
Prior to due presentment for transfer or assignment hereof, the
Company may treat the Holder as the absolute owner hereof and of each
Warrant represented hereby (notwithstanding any notations of ownership
or writing hereon made by anyone other than a duly authorized officer
of the Company) for all purposes and shall not be affected by any
notice to the contrary.

     12.  Compliance with Securities Laws.  This Warrant may not be
exercised or sold, transferred, assigned, or otherwise disposed of at
any time by the Holder unless the transaction is registered under the
Act or, in the opinion of the Company (which may in its discretion
require the Holder to furnish it with an opinion of counsel in form
and substance satisfactory to it), such exercise, sale, transfer,
assignment, or other disposition does not require registration under
the Act and a valid exemption is available under applicable federal
and state securities laws.

     IN WITNESS WHEREOF, Caneum, Inc. has caused this Warrant to be
signed by its duly authorized officer.

                                   Caneum, Inc.


                                   By /s/ Douglas L.  Wadkins
                                      Douglas L. Wadkins, Chairman
                                      Compensation Committee



                                     6
<PAGE>

                               PURCHASE FORM

               (To be signed only upon exercise of Warrant)

     The undersigned, the Holder of the foregoing Warrant Certificate,
hereby irrevocably elects to exercise the purchase rights represented
by such Warrants for, and to purchase thereunder, Shares of the Common
Stock of Caneum, Inc., and herewith makes payment of $ _____________
therefore, or tenders other consideration as provided above, and
requests that the share certificates be issued in the name(s) of, and
delivered to the following name and address:

     Name:     ____________________
     Address:  ____________________
               ____________________
               ____________________
               ____________________

Dated:  ____________________, 200_____




                                        ______________________________
                                        Signature