Unassociated Document


    FINDERS
      FEE AGREEMENT

     

    THIS
      FINDERS FEE AGREEMENT
      (this
“Agreement”), entered into this 27th day of July, 2007, sets forth the
      arrangement between Crivello Group, LLC, a Florida limited liability company
      (“Finder”), and Titan Global Holdings, Inc., a Utah corporation (“Company”),
      with respect to consideration to which Finder may become entitled under the
      terms and conditions set forth in this Agreement.

     

    1. Purpose. Finder
      has procured and presented an opportunity to the Company with respect to the
      potential purchase by the Company of Appalachian Oil Company, Inc. and related
      real estate assets (“Appco”). The Company had no contact with Appco or
      understanding of its availability for purchase until such time as it was
      introduced to the Company by the Finder. 

     

    2. Finder’s
      Consideration.
      If,
      during the term of this Agreement the Company or any affiliate or assignee
      of
      the Company shall complete the purchase of Appco, Finder will be given
      consideration as follows concurrently with the closing of the Appco
      purchase: 

     

    
      	 	
              (a)

            	
              Finder
                shall be paid a cash fee equal to
                $750,000.

            


    

     

    
      	 	
              (b)

            	
              Finder
                shall be issued a warrant in the form attached hereto as Exhibit
                2 to
                purchase 10,000,000 shares of the Company’s common stock, at an exercise
                price of $1.30 per share (or on a cashless basis), exercisable for
                a
                period of ten years.

            


    

     

    3. Consummation
      Required.
       In
      no
      event will Company have any liability for consideration to Finder pursuant
      to
      this Agreement, unless the Appco acquisition shall close.

     

    4. Independent
      Contractor Relationship.
      This
      Agreement is intended to create an independent contractor relationship between
      Finder and Company, which is described in Section 3508 of the Internal Revenue
      Service Code, and shall be interpreted to effectuate such intent between the
      parties.

     

    Company
      will not withhold any taxes from any consideration paid to Finder according
      to
      this Agreement. It is acknowledged and agreed by the parties that Company has
      not, is not, and shall not be obligated to make, and that it is the sole
      responsibility of Finder to make, in connection with consideration paid to
      Finder according to this Agreement, all periodic filings and payments required
      to be made in connection with any withholding taxes, FICA taxes, Federal
      unemployment taxes, and any other federal, state or local taxes, payments or
      filings required to be paid, made or maintained.

     

    5. Confidential
      Information. Finder
      acknowledges that, pursuant to this Agreement, it may be given access to or
      may
      become acquainted with certain information, trade secrets or both, of Company,
      including but not limited to, confidential information and trade secrets
      regarding Appco or the Company and related materials, all relating to or useful
      to Company (collectively, the “Confidential Information") and the exclusive
      property of Company.

     

    6. Nondisclosure
      of Confidential Information.
      During
      the term of this Agreement and for a period of one year thereafter, Finder
      shall
      only disclose the Confidential Information in connection with its performance
      pursuant to this Agreement, subject to the terms and conditions of this
      Agreement, and otherwise, Finder shall not in any manner, either directly or
      indirectly, divulge, disclose or communicate to any person or entity, any of
      the
      Confidential Information. Finder expressly agrees that the Confidential
      Information affects the successful and effective conduct of Company’s business
      and its good will, and that any breach of the terms of this Section by Finder
      is
      a breach of this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7. Exceptions
      to Nondisclosure.
      Notwithstanding anything to the contrary contained in this Agreement, Finder
      shall not be prohibited from disclosing to third parties, or using without
      the
      prior written consent of Company, information that (a) was, on the date of
      this
      Agreement, generally known to the public, (b) is as of the date of this
      Agreement known to Finder, as evidenced by written records in the possession
      of
      Finder, (c) is subsequently disclosed to Finder by a third party who is in
      lawful possession of such information and is not under an obligation of
      confidence, (d) is disclosed by Company to third parties generally without
      restriction on use and disclosure, or (e) is required to be disclosed by law
      or
      a final order of a court or other governmental agency or authority of competent
      jurisdiction, provided, however, reasonable notice prior to any disclosure
      as
      required by applicable law or court process shall be given to Company which
      would allow Company sufficient time to attempt to obtain injunctive relief
      in
      respect to such disclosure.

     

    8. Notice.
      Any
      notice required under this Agreement shall be deemed duly delivered (and shall
      be deemed to have been duly received if so given), if personally delivered,
      sent
      by a reputable courier service, or mailed by registered or certified mail,
      postage prepaid, return receipt requested, addressed to the parties as
      follows:

     

     

    
      	If to
              Finder: 	 	If to
              Company:
	 	 	 
	
              Crivello Group, LLC

              3408 Dover Road

              Pompano Beach, Florida 33062

              Fax: 954.301.0202 

            	 	
              Titan Global Holdings, Inc

              1700 Jay Ell Drive

              Richardson, Texas 75081

              Fax:
                972.767.3117

            


    

     

    or
      to
      such other address as any party may have furnished to the other in writing
      in
      accordance with this Section.

     

    9. Law
      and Jurisdiction.
       The
      laws
      of the State of Florida apply to this Agreement, without deference to the
      principles of conflicts of law. Both jurisdiction and venue for any litigation
      pursuant to this Agreement shall be proper in the courts of
      Florida.

     

    10. Severability.
       If
      the
      law does not allow a provision of this Agreement to be enforced, such
      unenforceable provision shall be amended to become enforceable and reflect
      the
      intent of the parties, and the rest of the provisions of this Agreement shall
      remain in effect. 

     

    11. Waiver.
       The
      failure of any party, in any instance, to insist upon strict enforcement of
      the
      provisions of this Agreement shall not be construed to be a waiver or
      relinquishment of enforcement in the future, and the terms of this Agreement
      shall continue to remain in full force and effect. 

     

    12. Assignability. This
      Agreement shall not be assignable by either party.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    13. Amendment. This
      Agreement may only be amended or modified in a writing signed by both of the
      parties and referring to this Agreement.

     

    14. Attorneys’
      Fees.
       Company
      agrees that in the event Finder’s fees are not paid promptly, Finder’s fees and
      costs (including the cost of Finder’s time at his then standard rate of billing)
      shall be recoverable by Finder in connection with the negotiation, settlement,
      mediation, arbitration or an action to enforce payment of fees pursuant to
      this
      Agreement, whether or not an actual cause of action is filed.

     

    15. Entire
      Agreement.
       This
      Agreement constitutes the entire agreement and final understanding of the
      parties with respect to the subject matter of this Agreement and supersedes
      and
      terminates all prior and/or contemporaneous understandings and/or discussions
      between the parties, whether written or verbal, express or implied, relating
      in
      any way to the subject matter of this Agreement. 

     

    16. Execution
      in Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, but all of which taken together shall constitute one in
      the
      same instrument. Confirmation of execution by electronic transmission of a
      facsimile signature shall be binding on the confirming party.

    


    IT
      WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
      first written above. 

     

    
      	 	 	 	CRIVELLO GROUP,
              LLC
	 	 	 	 	 
	 	
            	 	By:	/s/ Frank Crivello
	 	
            	 	 	
              
                

              

              Frank Crivello,

              Managing Member

            
	 	 	 	 	 
	
              Confirmed
                and Agreed to:

              this
                27th day of July, 2007

            	 	 	 
	 	 	 	 
	TITAN GLOBAL HOLDINGS
              INC.	 	 	 
	 	 	 	 	 
	By:	/s/ Bryan Chance	 	 	 
	 	
              
                

              

              Bryan Chance

              Chief Executive Officer

            	 	 	 


    

     

    
      
        
        

      

      
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