incurring additional indebtedness

Exhibit 10.21

BUSINESS FINANCING MODIFICATION AGREEMENT

This business Financing Modification Agreement is entered into as of August 17, 2007, by and between CANEUM, INC., and TIER ONE CONSULTING, INC., a California corporation (jointly and severally “Borrower”) and Bridge Bank, National Association (“Lender”).

1. DESCRIPTION OF EXESTING INDEBTEDNESS: Among other indebtedness which may be owing by Borrower to Lender, Borrower is indebted to Lender pursuant to, among other documents, a Business Financing Agreement, dated January 24, 2007, by and between Borrower to Lender, as may be amended from time to time (the “Business Financing Agreement”). Capitalized terms used without definition herein shall have the meanings assigned to them in the Business Financing Agreement.

Hereinafter, all indebtedness owing by Borrower to Lender shall be referred to as the “Indebtedness” and the Business Financing Agreement and any and all other documents executed by Borrower in favor of Lender shall be referred to as the “Existing Documents.”

2. DESCRIPTION FO CHANGE OF TERMS:

A.

Modification(s) to Business Financing Agreement:

The following definition in Section 1.1 is hereby amended as follows:

“Credit Limit” means $2,000,000.

3. CONSISTENT CHANGES. The existing Documents are hereby amended wherever necessary to reflect the changes described above.

4. PAYMENT OF THE ADDITIONAL FACILITY FEE: Borrower shall pay Lender a fee in the amount of $5,000 (“Additional Facility Fee”) in connection with the amendment and modification of the Facility Fee.

5. NO DEFENSES OF BORROWER/GENERAL RELEASE. Borrower agrees that, as of this date, it has no defenses against the obligations to pay any amounts under the Indebtedness. Each Borrower and Guarantor (each, a “Releasing Party”) acknowledges that Lender would not enter into this Business Financing Modification Agreement without Releasing Party’s assurance that it has o claims against Lender or any of Lender’s officers, directors, employees or agents. Except for the obligations arising hereafter under this Business Financing Modification Agreement, each Releasing Party releases Lender, and each of Lender’s and entity’s officers, directors and employees from any known or unknown claims that Releasing Party now has against Lender of any nature, including any claims that Releasing Party, its successors, counsel, and advisors may in the future discover they would have not had if they had known facts not now known to them, whether founded in contract, in tort or pursuant to any other theory of liability, including but not limited to any claims arising out of or related to the Agreement or the transactions contemplated thereby. The Releasing Party waives the provisions of California Civil Code section 1542, which states:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if know by him must have materially affected his settlement with the debtor.”

The provisions, waivers and releases set forth in this section are binding upon each Releasing Party and its shareholders, agents, employees, assigns and successors in interest. The provisions, waivers and releases of this section shall inure to the benefit of Lender and its agents, employees, officers, directors, assigns and successors in interest. The provisions of this section shall survive payment in full of the Obligations, full performance of all the terms of this Business Financing Modification Agreement and the Agreement and/or Lender’s actions to exercise any remedy available under the Agreement or otherwise.

6. CONTINUING VALIDITY. Borrower understands and agrees that in modifying the existing Indebtedness, Lender is relying upon Borrower’s representations, warranties, and agreements, as set forth in the Existing Documents. Except as expressly modified pursuant to this Business Financing Modification Agreement, the terms of the Existing Documents remain unchanged and in full force and effect. Lender’s agreement to modifications to the existing Indebtedness pursuant to this Business Financing Modification Agreement shall constitute a satisfaction of the Indebtedness. It is the intention of Lender and Borrower to retain as liable parties all makers and endorsers of Existing Documents, unless the party is expressly released by Lender in writing. No maker, endorser, or guarantor will be released by virtue of this Business Financing Modification Agreement. The terms of this paragraph apply not only to this Business Financing Modification Agreement, but also to any subsequent Business Financing modification agreements.

8. CONDITIONS. The effectiveness of this Business Financing Modification Agreement is conditions upon payment of the Additional Facility Fee.

9. COUNTERSIGNATURE. This Business Financing Modification Agreement shall be come effective only when executed by Lender and Borrower.

BORROWER:						LENDER:
CANEUM, INC.						BRIDGE BANK, NATIONAL ASOCIATION
By:		/s/ Gary Allhusen				By:		/s/ Betty L. Linvill
Name: Gary Allhusen						Name: Betty L. Linvill
Title: COO						Title: Senior Vice President