**Exhibit 10.16** **PRIVATE AND CONFIDENTIAL****CANEUM, INC.****CONSULTING AGREEMENT**This Consulting Agreement (“**Agreement**”) is entered into effective as December 31, 2006 (the“Effective Date”), by and between Caneum, Inc. United States (“**Caneum**”) and Burdock Inc., a SaintVincent & the Grenadines company (“**Consultant**”).Caneum desires to retain Consultant as an independent contractor to perform consultingservices for Caneum, and Consultant is willing to perform such services, on the terms describedbelow. In consideration of the mutual promises contained herein, the parties agree as follows:1. Term. The initial term of this Agreement shall begin on the Effective Date and befor a period up to and including 31st December, 2008 (the “Initial Term”), unless it isterminated earlier as provided herein. Beginning on the last date of the Initial Term, and on eachanniversary thereafter, unless it is terminated earlier as provided herein or Caneum deliverswritten notice to the Contractor of its intention not to extend the Agreement at least ninety (90)days before such anniversary date, the term of this Agreement shall automatically be extended forone additional year. The restrictive covenants in Section 9 hereof shall survive the terminationof this Agreement.2. Independent Contractor; Benefits.2.1 Independent Contractor. It is the express intention of Caneum and Consultant thatConsultant perform the Services (as defined below) as an independent contractor to Caneum. Nothingin this Agreement shall in any way be construed to constitute Consultant as an agent, employee orrepresentative of Caneum. Without limiting the generality of the foregoing, Consultant is notauthorized to bind Caneum to any liability or obligation or to represent that Consultant has anysuch authority. Consultant agrees to furnish all tools and materials necessary to accomplish thisAgreement and shall incur all expenses associated with performance, except as expressly providedherein Consultant shall be responsible for payment of its own taxes on income from thisAgreement.2.2 Benefits. Caneum and Consultant agree that Consultant will not receive anyCaneum-sponsored employee benefits from Caneum.3. Confidentiality.3.1 Definition. **“Confidential Information”**means any non-public confidentialinformation that relates to the actual or anticipated business or research and development ofCaneum, technical data, trade secrets or know-how, including, but not limited to, research, productplans or other information regarding Caneum’s products or services and markets therefor, customerlists and customers with whom Consultant became acquainted directly as a result of providingServices during the term of this
 
 

 
**PRIVATE AND CONFIDENTIAL**Agreement), software, developments, inventions, processes, formulas, technology, designs,drawing, engineering, hardware configuration information, marketing, finances or other businessinformation. Confidential Information does not include information that (i) is known to Consultantat the time of disclosure to Consultant by Caneum as evidenced by written records of Consultant,(ii) has become publicly known and made generally available through no wrongful act of Consultantor (iii) has been rightfully received by Consultant from a third party who is authorized to makesuch disclosure.3.2 Nonuse and Nondisclosure. Consultant will not, during or subsequent to the termof this Agreement, (i) use the Confidential Information for any purpose whatsoever other than theperformance of the Services on behalf of Caneum or (ii) disclose the Confidential Information toany third party without the consent of Caneum. Consultant agrees that all Confidential Informationwill remain the sole property of Caneum. Consultant also agrees to take reasonable precautions toprevent unauthorized disclosure of such Confidential Information.3.3 Former Client Confidential Information. Consultant agrees that Consultant willnot, during the term of this Agreement, improperly use or disclose to Caneum any proprietaryinformation or trade secrets of any former or current employer of Consultant or other person orentity with which Consultant has an agreement or duty to keep in confidence information acquired byConsultant, if any. Consultant also agrees that Consultant will not bring onto Caneum’s premisesany unpublished document or proprietary information belonging to any such employer, person orentity unless consented to in writing by such employer, person or entity.3.4 Third Party Confidential Information. Consultant recognizes that Caneum hasreceived and in the future will receive from third parties their confidential or proprietaryinformation subject to a duty on Caneum’s part to maintain the confidentiality of such informationand to use it only for certain limited purposes. Consultant agrees that, during the term of thisAgreement and thereafter, Consultant owes Caneum and such third parties a duty to hold all suchconfidential or proprietary information in the strictest confidence and not to disclose it to anyperson, firm or corporation or to use it except as necessary in carrying out the Services forCaneum consistent with Caneum’s agreement with such third party.3.5 Return of Materials. Upon the termination of this Agreement, or upon Company’searlier request, Consultant will deliver to Caneum all of Caneum’s property, including but notlimited to all electronically stored information and passwords to access such property, orConfidential Information that Consultant may have in Consultant’s possession or control; provided,however, that Consultant may retain a copy of such materials for archival purposes.4. Conflicting Obligations. Consultant certifies that Consultant has no outstandingagreement or obligation that would preclude Consultant from complying with the provisions of thisAgreement. Consultant will not enter into any such prohibitive agreement during the term of thisAgreement. Consultant’s violation of this Section 4 will be considered a material breach underthis Agreement.
 
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**PRIVATE AND CONFIDENTIAL**5. Reports. Consultant also agrees that Consultant will, from time to time during theterm of this Agreement or any extension thereof, keep Caneum advised as to Consultant’s progress inperforming the Services under this Agreement. Consultant further agrees that Consultant will, asrequested by Caneum, prepare written reports with respect to such progress. Caneum and Consultantagree that the time required to prepare such written reports will be considered time devoted to theperformance of the Services.6. Location. Consultant shall provide Services at Consultant’s offices, at Caneum’soffices, or at such other places as may be mutually agreed upon by Company and Consultant.7. Services. During the term of this Agreement, Consultant shall, at the request ofthe President, the Chief Executive Officer, or the Board of Caneum, render consulting and advisoryservices to Caneum relating to strategic planning, corporate and product development, and generalbusiness and financial matters of Caneum or its subsidiaries,including Continuum (the **“Services”**).Consultant shall not be required to devote a specific number of hours under this Agreement, but theparties shall mutually determine reasonable compliance with the obligations of Consultanthereunder. Caneum agrees and acknowledges that Consultant, during the term of this Agreement andthereafter, may be engaged in other business endeavors and employed both in the same and otherindustries, both competitive and non-competitive with Caneum, that will require the time, abilityand attention of Consultant; however, Consultant agrees to devote its best efforts to performingwell all duties that Caneum may reasonably assign to Consultant from time to time during the termof this Agreement; provide further, that Consultant shall not be required to provide Services inconnection with the offer or sale of securities of Caneum in a capital-raising transaction, or toprovide services to directly or indirectly promote or maintain a market for the securities ofCaneum.8. Compensation.8.1The Consultant’s monthly fee shall be $36,000 per year (the **“Base Fee”**) payable **$3,000 permonth**, which fee shall secure Consultant’s obligation to provide Services hereunder**.**At no timeduring the term of this Agreement shall the Consultant’s basesalary be decreased.8.2 ***Signing Bonuses***(i) Options. Upon execution of this Agreement by the parties hereto, Caneum shallgrant to Consultant ten-year options to purchase 150,000 shares of common stock of Caneum pursuantto Caneum’s 2002 Stock Option/Stock Issuance Plan (the “Plan”), a copy of which is attached heretoand incorporated herein, subject to vesting at the rate of  1/4 of the granted options after one yearand 1/48th of the granted options per month thereafter**.**
 
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**PRIVATE AND CONFIDENTIAL**(ii) Stock. Upon execution of this Agreement by the parties hereto, Caneum shallissue to Consultant 343,750 shares of common stock of Caneum as a sign on bonus, of which 22,334are hereby authorized and directed by Consultant to be issuedand delivered to Saffron Capital Merchant Partners LLC (the “Finder”) to satisfy Consultant’sobligation under the letter agreement dated January 16, 2006, with the Finder (the “Finder’sAgreement”); provided that prior to delivery of such shares by Caneum, Consultant and Finder shallexecute and deliver a standard investor representation form evidencing compliance with U.S.securities laws**.**8.3 ***Incentive Payments***. Caneum shall grant to the Consultant an incentive bonus of 297,794shares of common stock of Caneum on the first anniversary of the Effective Date of this Agreement(the “First Contingent Incentive Payment”), of which 14,890 shares are hereby authorized anddirected by Consultant to be issued and delivered to Finder, and 248,162 shares of common stock ofCaneum on the second anniversary of the Effective Date of this Agreement (the “Second ContingentIncentive Payment”), of which 12,408 shares are hereby authorized and directed by Consultant to beissued and delivered to Finder, which incentive bonuses shall be subject to the following terms andconditions:(i) Delivery of Incentive Payments. The First Contingent Incentive Payment shall bedelivered immediately upon calculation of any adjustment pursuant to §8.3(ii) or (iii) below, butin no event later than thirty days following the first anniversary of the Effective Date. TheSecond Contingent Incentive Payment shall be delivered immediately upon calculation of anyadjustment pursuant to §8.3(ii) or (iii) below, but in no event later than thirty days followingthe second anniversary of the Effective Date. All issuances of the shares of common stock pursuantto this section shall be made in compliance with applicable exemptions from the registrationrequirements under U.S. Securities Laws and qualification of the issuances under applicable foreignSecurities Laws.(ii) Adjustment to Incentive Payments Based upon Continuum Revenues. If ContinuumSystems Private Limited, a subsidiary of Caneum (hereinafter “Continuum”), fails to generate grossrevenue for the twelve-month period ending December 31, 2007 (the “First Year Period”) or for thetwelve-month period ending December 31, 2008 (the “Second Year Period”) equal to or greater thanthe gross revenue generated by Continuum during the twelve-month period ended December 31, 2006(the “Base Period”), the number of shares of common stock of Caneum to be delivered to theConsultant for the First and Second Contingent Incentive Payments shall be proportionately reduced,whereby the number of shares to be issued to the Consultant for the First or Second ContingentIncentive Payment shall be multiplied by a factor, the numerator of which is the gross revenue forthe First Year Period or the Second Year Period, as applicable, and the denominator of which is thegross revenue for the Base Period. The amount of “gross revenue” for purposes of this calculationshall include revenue generated from all existing and past Continuum customers as set forth inAnnex A, attached hereto and incorporated herein (the “Customer List”), whether such revenue wasreceived by Continuum (or the Singapore entity or entities organized to receive revenue generatedby Continuum) and any Caneum customer projects completed by Continuum after December 31, 2006. Onor before the close of each calendar quarter after the Effective Date through the date of theSecond Contingent Incentive Payment, the
 
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**PRIVATE AND CONFIDENTIAL**Consultant shall cause Continuum to submit to Caneum a list of any new customers developed byContinuum to be added to the Customer List, which addition shall be effective on the first day ofthe calendar quarter following such submission. The applicable twelve-month gross revenue amountfor any period relevant hereto shall be determined using U.S. Generally Accepted AccountingPrinciples and shall be delivered to Caneum within thirty days following the end of the BasePeriod, the First Year Period, and the Second Year Period, respectively. If following the audit ofthe financial statements of Continuum (or the Singapore entity or entities), any of Continuum, theConsultant, or Caneum reasonably determines that these unaudited amounts are incorrect, thecalculations made pursuant to this paragraph shall be adjusted to reflect the applicable auditedamount. If the adjusted audited amounts result in a fewer number of shares to be delivered to theConsultant, Consultant shall immediately return to Caneum the number of shares to reflect therevised number. If the adjusted audited amounts result in a greater number of shares to bedelivered to the Consultant, Caneum shall immediately instruct its transfer agent to issueadditional shares to reflect the revised number. If there is a downward adjustment of theConsultant’s Incentive Payments, the Finder’s stock entitlements shall be proportionately reduced.(iii) Adjustment to Incentive Payments upon Termination of Engagement. If thisAgreement is terminated by Caneum for Cause, as defined herein, before the date of the First orSecond Contingent Incentive Payment, any unpaid Incentive Payment or Payments shall be forfeited bythe Consultant and Caneum shall have no obligation to issue or deliver to Consultant any of sharesof Caneum common stock for any Contingent Incentive Payment payable subsequent to such termination.(iv) Change of Control Transaction. In the event that Caneum or Continuum is subjectto a Change of Control, as defined below, after the date of this Agreement and prior to the date ofthe First or Second Contingent Incentive Payment, and the surviving entity does not assume thisAgreements, then, subject to any adjustments made pursuant to this §8.3, any unpaid IncentivePayment shall be paid to the Consultant three days prior to the applicable Change of Control. Forpurposes of this provision, “Change of Control” shall mean: (a) a sale or other disposition of allor any significant portion of the assets of Caneum or Continuum (other than any such sale or otherdisposition to Caneum or an Affiliate of Caneum); (b) a merger or consolidation in which Caneum isnot the surviving entity and in which the shareholders of Caneum immediately prior to suchconsolidation or merger own less than fifty percent (50%) of the surviving entity’s voting powerimmediately after the transaction; (c) a reverse merger in which Caneum is the surviving entity butthe shares of Caneum’s capital stock outstanding immediately preceding the merger are converted byvirtue of the merger into other property, whether in the form of securities, cash or otherwise, andin which the stockholders of Caneum immediately prior to such reverse merger own less than fiftypercent (50%) of Caneum’s voting power immediately after the transaction; (d) an acquisition by anyperson, entity or group (excluding any entity controlled by Caneum) of securities of Caneumrepresenting at least fifty percent (50%) of the voting power entitled to vote in the election ofdirectors of Caneum; (e) any transaction pursuant to which Continuum’s capital stock ceases to bemajority owned, directly or indirectly, by Caneum (other than any such transaction in whichContinuum is merged with and into Caneum oran Affiliate of Caneum); and (f) any liquidation, dissolution or winding up of Caneum or Continuum(other than any such liquidation, dissolution or winding up of Continuum in connection withContinuum’s merger with and into Caneum or an Affiliate of Caneum).
 
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**PRIVATE AND CONFIDENTIAL**(v) Arbitration of Disputes Relating to the Incentive Payments. Anycontroversy, dispute or claim arising out of or relating to this §8.3 or breach thereof shallfirst be settled through good faith negotiation. If the dispute cannot be settled throughnegotiation, the parties agree to attempt in good faith to settle the dispute by mediationadministered by JAMS. If the parties are unsuccessful at resolving the dispute through mediation,the parties agree to binding arbitration administered by JAMS pursuant to its ComprehensiveArbitration Rules & Procedures. Any such arbitration shall be held in Orange County, California.The arbitrator shall determine how all expenses relating to the arbitration shall be paid,including the respective expenses of each party, the fees of the arbitrator and the administrativefee of JAMS. The arbitrator shall set a limited time period and establish procedures designed toreduce the cost and time for discovery while allowing Buyer and the Seller an opportunity, adequatein the sole judgment of the arbitrator to discover relevant information from the opposing Partiesabout the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limitdiscovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, tothe same extent as a competent court of law or equity, should the arbitrator determine thatdiscovery was sought without substantial justification or that discovery was refused or objected towithout substantial justification. The decision of the arbitrator as to the validity and amount ofany indemnification claim or as to any other matter under this §8.3 shall be final, binding andconclusive upon the parties. All such decisions shall be written and shall be supported by writtenfindings of fact and conclusions which shall set forth the award, judgment, decree or order awardedby the arbitrator. All payments required by the arbitrator shall be made within thirty days afterthe decision of the arbitrator is rendered. Judgment upon any award rendered by the arbitrator maybe entered in any court having jurisdiction. Caneum shall pay the reasonable travel costs andlegal fees for the Contractor to attend the arbitration hearing or hearings pursuant to this §8.3in the event that Caneum or Caneum shall refuse to issue or deliver the shares of common stockpursuant to this §8.3.9. Termination.9.1 Survival. Section 3 (Confidentiality), Section 8.2 and 8.3 (Signing Bonuses andIncentive Payments), Section 10 (Mitigation and Offset), Section 12 (Legal Expenses), and Section13 (Indemnification) will survive termination of this Agreement.9.2 Termination Due To Death. The Consultant’s service and this Agreement shallterminate immediately upon consultant’s death. If the Consultant’s service is terminated due toconsultant’s death, Consultant shall be entitled to (i) payment of any due but unpaid portion ofthe Base Fee through the date of such termination and (ii) a pro rata number of the total sharesissuable pursuant to §8.3 above based upon the percentage of the Initial Term served prior to thedate of such termination (for example, if Consultant serves 120 days of the Initial Term,Consultant would receive 120/730ths, or approximately 16%, of the total shares issuable under §8.3,or if Consultant serves 420days of the Initial Term, Consultant would receive all of the shares issuable in the FirstContingent Incentive Payment and 55/365ths, or approximately 15%, of the shares issuable in theSecond Contingent Incentive Payment) and (iii) exercise the options pursuant to clause 8.2 hereofwithin 12 months thereafter.
 
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**PRIVATE AND CONFIDENTIAL**9.3 Termination Due To Disability. Caneum may terminate the Consultant’s service atany time if consultant becomes disabled, upon written notice by Caneum to the Consultant. For allpurposes under this Agreement, **“Disability”**shall mean that the Consultant, at the time the noticeis given, has been unable to perform his duties under this Agreement for a period of not less thanninety (90) days during any 180-day period as a result of the Consultant’s incapacity due tophysical or mental illness. If the Consultant’s service is terminated due to his disability,Consultant shall be entitled to (i) payment of any due but unpaid portion of the Base Fee throughthe date of such termination and (ii) a pro rata number of the total shares issuable pursuant to§8.3 above based upon the percentage of the Initial Term served prior to the date of suchtermination.9.4 Termination For Cause.Caneum may terminate the Consultant’s Services at any time for Cause, provided that Caneumgives written notice of termination to the Consultant as set forth below. If the Consultant’sservice is terminated for Cause, as defined below, Consultant shall be entitled to payment of anydue but unpaid portion of the Base Fee through the date of such termination. For purposes of thisAgreement, a termination for “Cause” shall mean: (1) the final conviction of the Consultant of, orthe entry of a plea of guilty or nolo contendere by the Consultant to, any felony involving moralturpitude; (2) the final conviction of the Consultant of, or the entry of a plea of guilty or nolocontendere by the Consultant to any fraud, misappropriation or embezzlement by the Consultant; (3)the Consultant’s willful failure or gross misconduct in the performance of Services; or (4) thebreach by the Consultant of any material term of this Agreement.If Caneum exercises its right to terminate the Consultant for Cause, Caneum shall: (1) givethe Consultant written notice of termination at least thirty (30) days before the date of suchtermination specifying in detail the conduct constituting such Cause, and (2) deliver to theConsultant a copy of a resolution duly adopted by a majority of the entire membership of the Board,excluding interested directors, after reasonable notice to the Consultant and an opportunity forthe Consultant to be heard in person by members of the Board, finding that the Consultant hasengaged in such conduct.9.5 Voluntary Termination. If the Consultant voluntarily terminates its service onits own initiative for reasons other than consultant’s death, disability, or constructivetermination without cause, Consultant shall be entitled to (i) payment of any due but unpaidportion of the Base Fee through the date of such termination and (ii) a pro rata number of thetotal shares issuable pursuant to §8.3 above based upon the percentage of the Initial Term servedprior to the date of such termination. Consultant may voluntarily resign its service and terminatethe Agreement at any time by providing fifteen (15) days notice to Caneum.
 
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**PRIVATE AND CONFIDENTIAL**9.6 Constructive Termination Without Cause. In case of Constructive Terminationwithout Cause, the Consultant shall be entitled to (i) payment of any due but unpaid portion of theBase Fee through the date of such termination and (ii) a pro rata number of the total sharesissuable pursuant to §8.3 above based upon the percentage of the Initial Term served prior to thedate of such termination.For purposes of this Agreement, **“Constructive Termination Without Cause”**shall mean atermination of the Consultant at its own initiative following the occurrence, without theConsultant’s prior written consent, of the following event not on account of Cause:(1) the failure of Caneum to obtain an assumption in writing of its obligation toperform this Agreement by any successor to all or substantially all of the assetsof Caneum within forty-five (45) days after a merger, consolidation, sale orsimilar transaction in accordance with clause 13 hereof.10. Mitigation And Offset. If the Consultant’s service is terminated during the termof this Agreement pursuant to the provisions of Section 9.6 (Constructive Termination withoutCause), above, the Consultant shall be under no duty or obligation to seek or accept otheremployment or services, and no payment or benefits of any kind due Consultant under this Agreementshall be reduced, suspended or in any way offset by any subsequent employment or services. Theobligation of Caneum to make the payments provided for in this Agreement shall not be affected byany circumstance including, by way of example rather than limitation, any set-off, counterclaim,recoupment, defense, or other right that Caneum may assert, or due to any other employment orsource of income obtained by the Consultant.11. Entitlement To Other Benefits. Except as expressly provided herein, thisAgreement shall not be construed as limiting in any way any rights or benefits the Consultant,Consultant’s spouse or domestic partner, dependents or beneficiaries may have pursuant to any otherbenefits plans or programs.12. Indemnification. Caneum agrees that if the Consultant is made a party, or isthreatened to be made a party, to any action, suit or proceeding, whether civil, criminal,administrative, or investigative (a **“Proceeding”**), by reason of the fact that the Consultant is orwas a consultant, agent or representative of Caneum, or is or was serving at the request of Caneumas a member, consultant, agent or representative of another corporation, partnership, limitedliability company, joint venture, trust or other enterprise, including service with respect tobenefit plans, whether or not the basis of such Proceeding is the Consultant’s alleged action in anofficial capacity while serving as a member, consultant, representative or agent, the Consultantshall be Indemnified and held harmless by Caneum to the fullest extent permitted or authorized byCaneum’s articles of incorporation and bylaws. To the extent consistent with the foregoing, thisobligation to indemnify the Consultant and hold Consultant harmless shall continue even if he hasceased to be a member, consultant , representative or agent of Caneum or other such entitydescribed above, and shall inure to the benefit of the Consultant’s successors.
 
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**PRIVATE AND CONFIDENTIAL**Caneum shall advance to the Consultant all reasonable costs and expenses incurred byConsultant in connection with a Proceeding within ten (10) days after receipt by Caneum of awritten request for such advance. Such request shall include an undertaking by the Consultant torepay the amount of such advance if it shall ultimately be determined by a final court of lawhaving jurisdiction, that the Consultant is not entitled to be indemnified against such costs andexpenses.Neither the failure of Caneum (including its Board, independent legal counsel or stockholders)to have made a determination before such Proceeding concerning payment of amounts claimed by theConsultant under the paragraph above that indemnification of the Consultant is proper becauseConsultant has met the applicable standards of conduct, nor a determination by Caneum (includingits Board, independent legal counsel or stockholders) that the Consultant has not met suchapplicable standards of conduct, shall create a presumption that the Consultant has not met theapplicable standards of conduct.Consultant understands and acknowledges that Caneum may be required in the future to undertakewith the Securities and Exchange Commission to submit in certain circumstances the question ofindemnification to a court for a determination of Caneum’s right under public policy to indemnifyConsultant.13. Assignability And Binding Nature. This Agreement shall be binding upon and inureto the benefit of the parties and their respective successors, heirs, legal representatives (in thecase of the Consultant) and permitted assigns. No rights or obligations may be assigned ortransferred by Caneum except that such rights or obligations may be assigned or transferredpursuant to a merger or consolidation in which Caneum is not the continuing entity, or the sale orliquidation of all or substantially all of the assets of Caneum, provided that the assignee ortransferee is the successor to all or substantially all of the assets of Caneum and such assigneeor transferee assumes the liabilities, obligations, and duties of Caneum, as contained in thisAgreement, either contractually or as a matter of law and provided that Consultant agrees to suchassignment. Caneum further agrees, that in the event of a sale of assets or liquidation asdescribed in the foregoing sentence, it shall take whatever action it is legally entitled to takein order to Cause the assignee or transferee to expressly assume the liabilities, obligations, andduties of Caneum under this Agreement. Notwithstanding any such assignment, Caneum shall not berelieved from liability under this Agreement. No rights or obligations of the Consultant under thisAgreement may be assigned or transferred by the Consultant other than Consultant’s right to receivecompensation and benefits, provided such assignment or transfer is otherwise permitted by law.14. Notices. All notices required or permitted hereunder shall be in writing and shallbe deemed effective: (1) upon personal delivery; (2) upon deposit with the United States PostalService, by registered or certified mail, postage prepaid; or (3) in the case of delivery bynationally recognized overnight delivery service, when delivered, addressed as follows:
 
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**PRIVATE AND CONFIDENTIAL**If to Caneum, to:170 Newport Center Drive