WAIVER,
      CONSENT AND AMENDMENT NO. 6
      TO LOAN AND SECURITY AGREEMENT

     

    This
      WAIVER AND AMENDMENT
      NO. 6 TO
      LOAN
      AND SECURITY AGREEMENT ("Amendment") is dated as of October 17, 2007, and
      is entered into by and among TITAN
      GLOBAL HOLDINGS, INC.,
      a
      Utah
      corporation, TITAN
      PCB
      WEST, INC.,
      a
      Delaware corporation, TITAN
      PCB
      EAST, INC.,
      a
      Delaware corporation, OBLIO
      TELECOM, INC.,
      a
      Delaware corporation, TITAN
      WIRELESS COMMUNICATIONS, INC.,
      a
      Delaware corporation, START
      TALK INC.,
      a
      Delaware corporation, PINLESS,
      INC.,
      a
      Texas
      corporation and TITAN CARD SERVICES, INC., a Delaware corporation
      (collectively the "Borrowers", each a "Borrower"), and GBC FUNDING, LLC (as
      assignee of Greystone Business Credit II, L.L.C.), a Delaware limited liability
      company ("Lender").

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      Borrowers and Lender are parties to that certain Loan and Security Agreement
      dated as of December 29, 2006 (as amended, modified and supplemented from
      time to time, the "Loan Agreement"; capitalized terms not otherwise defined
      herein have the definitions provided therefore in the Loan Agreement);


     

    WHEREAS,
      Borrowers have informed Lender that Titan Global Holdings, Inc. ("Holdings")
      has
      formed (the "Formation") Titan Card Services, Inc., a Delaware corporation
      and a
      wholly-owned Subsidiary of Holdings;

     

    WHEREAS,
      in the absence of prior written consent of Lender, the Formation constituted
      a
      default under Section 5.20 of the Loan Agreement and a corresponding Event
      of
      Default under Section 8.1 of the Loan Agreement (the "Existing
      Default");

     

    WHEREAS,
      Borrowers have requested that Lender waive the Existing Default and consent
      to
      the Formation; and

     

    WHEREAS,
      Borrowers have requested that Lender amend the Loan Agreement in certain
      respects as set forth herein.

     

    NOW
      THEREFORE, in consideration of the mutual conditions and agreements set forth
      in
      the Loan Agreement and this Amendment, and other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereto hereby agree as follows:

     

    1.     Waiver.
      Subject
      to the satisfaction of the conditions set forth in Section 5 below, and in
      reliance on the representations set forth in Section 4 below, Lender hereby
      waives the Existing Default. The foregoing is a limited waiver and shall not
      be
      deemed to constitute a consent to or waiver of any other Defaults or Events
      of
      Default that are now in existence or that may hereafter occur. 

     

    2.     Consent.
      Subject
      to the satisfaction of the conditions set forth in Section 5 below, and in
      reliance on the representations set forth in Section 4 below, Lender hereby
      consents to the Formation. The foregoing is a limited consent and shall not
      be
      deemed to constitute a consent to or waiver of any other Defaults or Events
      of
      Default that are now in existence or that may hereafter occur.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    3.     Amendment.
      Subject
      to the satisfaction of the conditions set forth in Section 5 below, and in
      reliance on the representations set forth in Section 4 below, the Loan Agreement
      is amended as follows:

     

    (a) Section
      9(a)(8) of Schedule A to the Loan Agreement is hereby amended and restated
      in
      its entirety as follows:

     

    
      	
              (8) Subsidiaries
                (and ownership
                thereof):

               

            	
              Borrower
                owns 100% interest in each of (i) Oblio Telecom, Inc.,
                (ii) Titan Wireless Communications, Inc., (iii) Titan PCB East,
                Inc., (iv) Titan PCB West, Inc. and (v) Titan Card Services,
                Inc.

            


    

    


    4.     Representations
      and Warranties.
      Each
      Borrower hereby represents, warrants and covenants as follows:

     

    (a) Representations
      in Loan Documents.
      Each of
      the representations and warranties made by or on behalf of Borrowers to Lender
      in any of the Loan Documents was true and correct when made, and is true and
      correct on and as of the date of this Amendment with the same full force and
      effect as if each of such represent-ations and warranties had been made by
      Borrowers on the date hereof and in this Amendment.

     

    (b) Binding
      Effect of Documents.
      This
      Amendment has been duly authorized, executed and delivered to Lender by
      Borrowers, is enforceable in accordance with its terms and is in full force
      and
      effect.

     

    (c) No
      Conflict.
      The
      execution, delivery and performance of this Amendment by Borrowers will not
      violate any requirement of law or contractual obligation of Borrowers and will
      not result in, or require, the creation or imposition of any Lien on any of
      its
      properties or revenues.

     

    5.     Conditions
      to Effectiveness.
      The
      effectiveness of this Amendment is subject to the following conditions precedent
      (unless specifically waived in writing by Lender), each to be in form and
      substance satisfactory to Lender:

     

    (a) Lender
      shall have received (i) an original of this Amendment, duly authorized,
      executed and delivered by Borrowers, (ii) an original of each document listed
      on
Exhibit A
      hereto,
      each duly authorized, executed and delivered by the parties thereto, and
      (iii) such other documents, agreements and instruments as may be requested
      by Lender, each such document, agreement and instrument to be in form and
      substance satisfactory to Lender;

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    (b) All
      proceedings taken in connection with the transactions contemplated by this
      Amendment and all agreements, documents, instruments, materials and other legal
      matters incident hereto shall be satisfactory to Lender;

     

    (c) Lender
      shall have been reimbursed for all reasonable costs, fees and expenses incurred
      by Lender in connection with the preparation, execution, administration or
      enforcement of this Amendment; and

     

    (d) No
      Default
      or Event of Default
      shall be
      in existence as of the date hereof. 

     

    6.     Effect
      of Amendment.
      Except
      as modified pursuant hereto, no other changes or modifications to the Loan
      Documents are intended or implied and, in all other respects, the Loan Documents
      hereby are ratified, restated and confirmed by all parties hereto as of the
      effective date hereof. To the extent of conflict between the terms of this
      Amendment and the other Loan Documents, the terms of this Amendment shall govern
      and control. The Loan Agreement and this Amendment shall be read and construed
      as one agreement.

     

    7.     Amendment
      as a Loan Document.
      Borrowers and Lender hereby agree that this Amendment shall constitute a "Loan
      Document" for all purposes of the Loan Agreement and the other Loan Documents,
      and any references to the Loan Documents contained in any notice, request,
      certificate or other document executed concurrently with or after the execution
      and delivery of this Amendment shall be deemed to include this Amendment unless
      the context shall otherwise specify.

     

    8.     Costs
      and Expenses.
      Each
      Borrower absolutely and unconditionally agrees to pay to Lender, on demand
      by
      Lender at any time, whether or not all or any of the transactions contemplated
      by this Amendment are consummated: all fees and disbursements of any counsel
      to
      Lender in connection with the preparation, negotiation, execution, or delivery
      of this Amendment and any agreements contemplated hereby and expenses which
      shall at any time be incurred or sustained by Lender or any participant of
      Lender or any of their respective directors, officers, employees or agents
      as a
      consequence of or in any way in connection with the preparation, negotiation,
      execution, or delivery of this Amendment and any agreements contemplated hereby.
      

     

    9.     Further
      Assurances.
      At
      Borrowers' expense, the parties hereto shall execute and deliver such additional
      documents and take such further action as may be necessary or desirable to
      effectuate the provisions and purposes of this Amendment.

     

    10.     Successors
      and Assigns.
      This
      Amendment shall be binding upon and inure to the benefit of each of the parties
      hereto and their respective successors and assigns.

     

    11.     Survival
      of Representations and Warranties.
      All
      representations and warranties made in this Amendment or any other document
      furnished in connection with this Amendment shall survive the execution and
      delivery of this Amendment and the other documents, and no investigation by
      Lender or any closing shall affect the representations and warranties or the
      right of Lender to rely upon them.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    12.     Release.

     

    (a) In
      consideration of the agreements of Lender contained herein and for other good
      and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, each Borrower, on behalf of itself and its successors, assigns,
      and other legal representatives, hereby absolutely, unconditionally and
      irrevocably releases, remises and forever discharges Lender, and its successors
      and assigns, and its present and former shareholders, affiliates, subsidiaries,
      divisions, predecessors, directors, officers, attorneys, employees, agents
      and
      other representatives (Lender and all such other Persons being hereinafter
      referred to collectively as the "Releasees" and individually as a "Releasee"),
      of and from all demands, actions, causes of action, suits, covenants, contracts,
      controversies, agreements, promises, sums of money, accounts, bills, reckonings,
      damages and any and all other claims, counterclaims, defenses, rights of
      set-off, demands and liabilities whatsoever (individually, a "Claim" and
      collectively, "Claims") of every kind and nature, known or unknown, suspected
      or
      unsuspected, at law or in equity, which any Borrower or any of its successors,
      assigns, or other legal representatives may now or hereafter own, hold, have
      or
      claim to have against the Releasees or any of them for, upon, or by reason
      of
      any circumstance, action, cause or thing whatsoever which arises at any time
      on
      or prior to the date of this Amendment, including, without limitation, for
      or on
      account of, or in relation to, or in any way in connection with this Amendment,
      the Loan Agreement, or any of the other Loan Documents or transactions hereunder
      or thereunder.

     

    (b) Each
      Borrower understands, acknowledges and agrees that the release set forth above
      may be pleaded as a full and complete defense and may be used as a basis for
      an
      injunction against any action, suit or other proceeding which may be instituted,
      prosecuted or attempted in breach of the provisions of such
      release.

     

    (c) Each
      Borrower agrees that no fact, event, circumstance, evidence or transaction
      which
      could now be asserted or which may hereafter be discovered shall affect in
      any
      manner the final, absolute and unconditional nature of the release set forth
      above.

     

    13.     Covenant
      Not to Sue.
      Each
      Borrower, on behalf of itself and its successors, assigns, and other legal
      representatives, hereby absolutely, unconditionally and irrevocably, covenants
      and agrees with and in favor of each Releasee that it will not sue (at law,
      in
      equity, in any regulatory proceeding or otherwise) any Releasee on the basis
      of
      any Claim released, remised and discharged by any Borrower pursuant to Section
      12 above. If any Borrower or any of its successors, assigns or other legal
      representatives violates the foregoing covenant, such Borrower, for itself
      and
      its successors, assigns and legal representatives, agrees to pay, in addition
      to
      such other damages as any Releasee may sustain as a result of such violation,
      all attorneys' fees and costs incurred by any Releasee as a result of such
      violation.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    14.     Severability.
      Any
      provision of this Amendment held by a court of competent jurisdiction to be
      invalid or unenforceable shall not impair or invalidate the remainder of this
      Amendment.

     

    15.     Reviewed
      by Attorneys.
      Each
      Borrower represents and warrants to Lender that it (a) understands fully
      the terms of this Amendment and the consequences of the execution and delivery
      of this Amendment, (b) has been afforded an opportunity to discuss this
      Amendment with, and have this Amendment reviewed by, such attorneys and other
      persons as such Borrower may wish, and (c) has entered into this Amendment
      and executed and delivered all documents in connection herewith of its own
      free
      will and accord and without threat, duress or other coercion of any kind by
      any
      Person. The parties hereto acknowledge and agree that neither this Amendment
      nor
      the other documents executed pursuant hereto shall be construed more favorably
      in favor of one than the other based upon which party drafted the same, it
      being
      acknowledged that all parties hereto contributed substantially to the
      negotiation and preparation of this Amendment and the other documents executed
      pursuant hereto or in connection herewith.

     

    16.     Governing
      Law: Consent to Jurisdiction and Venue.
      EXCEPT
      AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE LOAN DOCUMENTS, THIS AMENDMENT
      AND
      THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
      AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE
      WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS
      PRINCIPLES. EACH BORROWER HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL
      COURTS LOCATED IN NEW YORK COUNTY, NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION
      TO
      HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN BORROWERS AND LENDER
      PERTAINING TO THIS AMENDMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY MATTER
      ARISING OUT OF OR RELATED TO THIS AMENDMENT OR ANY OF THE OTHER LOAN DOCUMENTS;
      PROVIDED,
      THAT
      NOTHING IN THIS AMENDMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE LENDER FROM
      BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT
      THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE
      OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF LENDER.
      EACH BORROWER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION
      IN
      ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH BORROWER HEREBY WAIVES
      ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION,
      IMPROPER VENUE OR FORUM NON CONVENIENS
      AND
      HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED
      APPROPRIATE BY SUCH COURT. EACH BORROWER HEREBY WAIVES PERSONAL SERVICE OF
      ANY
      AND ALL PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF
      SUCH PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH
      BORROWER AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENT AND THAT SERVICE SO
      MADE
      SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH BORROWER'S ACTUAL RECEIPT
      THEREOF OR THREE (3) DAYS THE SAME HAS BEEN POSTED.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    17.     Mutual
      Waiver of Jury Trial.
      THE
      PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR
      PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT,
      OR
      OTHERWISE BETWEEN LENDER AND BORROWERS ARISING OUT OF, CONNECTED WITH, RELATED
      OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH
      THIS AMENDMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS RELATED
      THERETO.

     

    18.     Counterparts.
      This
      Amendment may be executed in any number of counterparts, but all of such
      counterparts shall together constitute but one and the same
      agreement.

     

    [Signature
      Page Follows]

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
      executed under seal and delivered by their respective duly authorized officers
      on the date first written above.

     

    
       

      
        	
                Borrowers:

              	 	
                Lender:

              
	 	 	 
	
                TITAN
                  GLOBAL HOLDINGS, INC.

              	 	
                GBC
                  FUNDING, LLC (as
                  assignee of Greystone Business Credit II, L.L.C.)

              
	 	 	 	 	 
	By	
                 

              	 	By	 
	
                Its

              	
                

              	 	
                
                  

                

                Its
                  Authorized Signatory

              
	 	
                
 	 	 	 


      

      
         

        
          	
                  
                    TITAN
                      PCB WEST, INC.

                  

                	 	
                
	 	 	 
	By	
                	 	 	 
	
                  Its

                	
                  
 	 	 	 
	 	
                  
 	 	 	 
	 	 	 	 	 
	
                  TITAN
                    PCB EAST, INC.

                	 	 	 
	 	 	 	 	 
	By	 	 	 	 
	
                  Its

                	
                  
 	 	 	 
	 	
                  
 	 	 	 
	 	 	 	 	 
	
                  OBLIO
                    TELECOM, INC.

                	 	 	 
	 	 	 	 	 
	By	 	 	 	 
	
                  Its

                	
                  
 	 	 	 
	 	
                  
 	 	 	 
	 	 	 	 	 
	
                  TITAN
                    WIRELESS COMMUNICATIONS, INC.

                	 	 	 
	 	 	 	 	 
	By	 	 	 	 
	
                  Its

                	
                  
 	 	 	 
	 	
                  
 	 	 	 
	 	 	 	 	 
	
                  START
                    TALK INC.

                	 	 	 
	 	 	 	 	 
	By	 	 	 	 
	
                  Its

                	
                  
 	 	 	 
	 	
                  
 	 	 	 


        

         

      

      
        Signature
          Page to Waiver, Consent and Amendment No. 6 to Loan and Security
          Agreement

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      
        
           

          
            	
                    
                      
                        PINLESS,
                          INC. 

                      

                    

                  	 	
                  
	 	 	 
	By	 	 	 	 
	
                    Its

                  	
                    
 	 	 	 
	 	
                    
 	 	 	 
	 	 	 	 	 
	
                    
                      TITAN
                        CARD SERVICES, INC. 

                    

                  	 	 	 
	 	 	 	 	 
	By	 	 	 	 
	
                    Its

                  	
                    
 	 	 	 
	 	
                    
 	 	 	 


          

           

          
            Signature
              Page to Waiver, Consent and Amendment No. 6 to Loan and Security
              Agreement

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    Items
      to be Delivered Pursuant to Section 5(a)

     

    
      	 	
              1.

            	
              Amendment
                No. 2 to Stock Pledge Agreement, executed by Titan Global Holdings,
                Inc.
                in favor of Lender along with stock certificate(s) and stock power(s)
                of
                Titan Card Services, Inc.;

            


    

     

    
      	 	
              2.

            	
              Borrower
                Joinder Agreement, executed by Borrowers and
                Lender.

            


    

     

    
      	 	
              3.

            	
              Corporate
                Guaranty, executed by Titan Card Services, Inc. with respect to the
                obligations of Appalachian Oil Company Inc. ("Appco") pursuant to
                that
                certain Loan and Security Agreement, dated September 17, 2007, among
                Appco, Greystone Business Credit II, L.L.C., as agent, GBC Funding,
                LLC as
                a lender, and the other lenders party
                thereto

            


    

     

    
      	 	
              4.

            	
              The
                following documents with respect to Titan Card Services,
                Inc.:

            


    

     

    
      	 	
              a.

            	
              Secretary's
                certificate as to articles of organization, bylaws, resolutions of
                directors and incumbency

            


    

    


    
      	 	
              b.

            	
              Certified
                articles of organization

            


    

    


    
      	 	
              c.

            	
              Certified
                resolutions

            


    

    


    
      	 	
              d.

            	
              Good
                standing certificate from the State of Delaware and each state in
                which
                Titan Card Services, Inc. is qualified to conduct
                business

            


    

    


    
      
        
        

      

      
        
          Exhibit
            A
            to Waiver, Consent and Amendment No. 6 to Loan and Security
            Agreement

        

        
          

        

      

      
        
        

      

    

    


    REAFFIRMATION
      OF GUARANTY

     

    Reference
      is made (i) to that certain Loan and Security Agreement dated December 29,
      2006
      (as amended, modified or supplemented from time to time, the "Loan
      Agreement";
      capitalized terms used and not otherwise defined herein having the meanings
      assigned thereto in the Loan Agreement) among TITAN
      GLOBAL HOLDINGS, INC.,
      a
      Utah
      corporation, TITAN
      PCB
      WEST, INC.,
      a
      Delaware corporation, TITAN
      PCB
      EAST, INC.,
      a
      Delaware corporation, OBLIO
      TELECOM, INC.,
      a
      Delaware corporation, TITAN
      WIRELESS COMMUNICATIONS, INC.,
      a
      Delaware corporation, START
      TALK INC.,
      a
      Delaware corporation, PINLESS,
      INC.,
      a
      Texas
      corporation and TITAN CARD SERVICES, INC., a Delaware corporation
      (collectively the "Borrowers", each a "Borrower"), and GBC FUNDING, LLC (as
      assignee of Greystone Business Credit II, L.L.C.), a Delaware limited liability
      company ("Lender") and (ii) to that certain Amendment No. 6 to Loan and Security
      Agreement (the "Amendment") of even date herewith among Borrowers and
      Lender.

     

    Each
      of
      the undersigned has executed and delivered a Corporate Guaranty ("Guaranty")
      and
      other Loan Documents in connection with the loans to Borrowers under the Loan
      Agreement. Each of the undersigned acknowledges (i) that Titan Card Services,
      Inc., a Delaware corporation, is for all purposes a Borrower under the Loan
      Agreement for purposes of the Guaranty and the other Loan Documents (in addition
      to the existing Borrowers thereunder) and (ii) it is in receipt of a copy of
      the
      Amendment and hereby reaffirms the validity of its Guaranty and each other
      Loan
      Document to which it is a party and all of its obligations under its Guaranty
      and each such other Loan Document, in each case after giving effect to the
      transactions contemplated by the Amendment. The terms and conditions of each
      Guaranty and each other Loan Document to which any of the undersigned is a
      party
      shall remain in full force and effect.

     

    Although
      the undersigned have been informed of the matters set forth herein and have
      acknowledged and agreed to same, each of the undersigned understands and agrees
      that Lender has no obligation to inform any of the undersigned of such matters
      in the future or to seek any of the undersigned's acknowledgment or agreement
      to
      future amendments, waivers or consents, and nothing herein shall create such
      a
      duty.

     

    Dated
      as
      of this ___ of ____________, 2007.

    
       

      
        	 	 	 
	 	
                APPALACHIAN
                  OIL COMPANY, INC.

              
	 
 	 
 	 
 
	
              	By  	
              
	 	
                Its

              	
                
 
	 	 	
                
 
	 	 	 
	 	
                APPCO-KY,
                  INC.

              
	 	 	 
	 	By  	 
	 	
                Its

              	
                
 
	 	 	
                
 


      

      

        Reaffirmation
          of Guaranty to Waiver, Consent and Amendment No. 6 to Loan and Security
          Agreement