NEITHER
      THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE
      STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL
      (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE
      STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR
      (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL
      ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES
      ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION
      WITH
      SUCH PROPOSED TRANSFER.

     

    TITAN
      GLOBAL HOLDINGS, INC.

     

    COMMON
      STOCK PURCHASE WARRANT

     

    ________
      shares

     

    Original
      Issue Date, as of: ________, 2007

     

    THIS
      CERTIFIES THAT, FOR VALUE RECEIVED, Crivello Group, LLC or
      its
      registered assigns (“Holder”),
      on
      the terms and conditions hereinafter set forth, on the _____ day of ______,
      2007, or if such date is not a day on which the Company (as hereinafter defined)
      is open for business, then the next succeeding day on which the Company is
      open
      for business (such date is the “Deemed Exercise
      Date”),
      but
      not thereafter, shall be deemed to have purchased ____________________
      (__________) shares of the Common Stock, par value $.001 per share (the
“Common
      Stock”),
      of
      Titan Global Holdings, Inc., a Utah corporation (the “Company”),
      at
      $1.30 per share (the “Exercise
      Price”),
      such
      number of shares and Exercise Price being subject to adjustment upon the
      occurrence of the contingencies set forth in this Warrant. Each share of Common
      Stock as to which this Warrant is exercisable is a “Warrant
      Share”
and
      all
      such shares are collectively referred to as the “Warrant
      Shares.” The
      term (the “Term”)
      for
      exercise of the warrants shall expire on ____________, 2017.

     

    Section
      1. Exercise
      of Warrant; Conversion of Warrant.  

     

    (a) Upon
      such
      deemed exercise of this Warrant, Holder shall (if the Fair Market Value (as
      defined below) of one share of Common Stock is greater than the Exercise Price
      (at the date of calculation as set forth below) or may (if the Fair Market
      Value
      is not greater than the Exercise Price) deliver to the Company at its principal
      office, Attention: President, on or before 5:00 p.m., Eastern Time, on the
      Deemed Exercise Date, (i) a written notice of such Holder's election to pay
      any cash upon the deemed exercise this Warrant (the “Exercise
      Notice”),
      which
      notice may be in the form of the Notice of Exercise attached hereto, properly
      executed and completed by Holder or an authorized officer thereof, (ii) a
      check payable to the order of the Company, in an amount equal to the product
      of
      the Exercise Price multiplied
      by
      the
      number of Warrant Shares specified in the Exercise Notice (the “Exercise
      Price”,
      and
      (iii) this Warrant (the items specified in (i), (ii), and (iii) are
      collectively the “Exercise
      Materials”). 
      Notwithstanding the foregoing, at the option of the Holder, the exercise price
      may be paid by delivery of a promissory note payable to the order of the
      Company, on such terms and conditions as shall be reasonably agreed to between
      the Holder and the Company.

     

    (b) Notwithstanding
      any provisions herein to the contrary, if the Fair Market Value (as defined
      below) of one share of Common Stock is greater than the Exercise Price (at
      the
      date of calculation as set forth below), to the extent the Holder does not
      elect
      to pay cash or by promissory note upon the deemed exercise of this Warrant,
      the
      Holder shall be deemed to have elected to receive shares equal to the value
      (as
      determined below) of this Warrant (or the portion thereof being cancelled)
      in
      which event the Company shall issue to the holder a number of shares of Common
      Stock computed using the following formula:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    X=Y
      (A-B)

    A

     

    
      	                           
              Where	X=	the number of shares
              of Common
              Stock to be issued to the holder


      	 	 	 


      	 	
              Y=

            	
              the
                number of shares of Common Stock deemed purchased under the Warrant
                for
                which the Holder is not paying cash

            


    

     

    
      	 	
              A=

            	
              the
                Fair Market Value of one share of the Company’s Common Stock (at the date
                of such calculation)

            


    

     

    
      	 	
              B=

            	
              Purchase
                Price (as adjusted to the date of such
                calculation)

            


    

     

    For
      purposes of Rule 144 promulgated under the 1933 Act, it is intended, subject
      to
      applicable interpretations of the Securities and Exchange Commission, that
      the
      Warrant Shares issued in a cashless exercise transaction shall be deemed to
      have
      been acquired by the Holder, and the holding period for the Warrant Shares
      shall
      be deemed to have commenced, on the date this Warrant was originally
      issued.

     

    (c) Fair
      Market Value of a share of Common Stock as of a particular date (the
      "Determination Date") shall mean: 

     

    (i) If
      the
      Company's Common Stock is traded on an exchange or is quoted on the National
      Association of Securities Dealers, Inc. Automated Quotation ("Nasdaq") National
      Market System, the Nasdaq SmallCap Market or the American Stock Exchange, Inc.,
      then the closing or last sale price, respectively, reported for the last
      business day immediately preceding the Determination Date;

     

    (ii) If
      the
      Company's Common Stock is not traded on an exchange or on the Nasdaq National
      Market System, the Nasdaq SmallCap Market or the American Stock Exchange, Inc.,
      but is traded in the over-the-counter market, then the average of the closing
      bid and ask prices reported for the last business day immediately preceding
      the
      Determination Date;

     

    (iii) Except
      as
      provided in clause (iv) below, if the Company's Common Stock is not
      publicly traded, then as the Holder and the Company agree, or in the absence
      of
      such an agreement, by arbitration in accordance with the rules then standing
      of
      the American Arbitration Association, before a single arbitrator to be chosen
      from a panel of persons qualified by education and training to pass on the
      matter to be decided; or

     

    (iv) If
      the
      Determination Date is the date of a liquidation, dissolution or winding up,
      or
      any event deemed to be a liquidation, dissolution or winding up pursuant to
      the
      Company's articles of incorporation , then all amounts to be payable per share
      to holders of the Common Stock pursuant to the articles of incorporation in
      the
      event of such liquidation, dissolution or winding up, plus all other amounts
      to
      be payable per share in respect of the Common Stock in liquidation under the
      articles of incorporation , assuming for the purposes of this clause
      (iv) that all of the shares of Common Stock then issuable upon exercise of
      all of the Warrants are outstanding at the Determination Date.

     

    (d) As
      promptly as practicable, and in any event within two (2) business days after
      the
      Deemed Exercise Date, Company shall execute or cause to be executed and
      delivered to Holder a certificate or certificates representing the number of
      Warrant Shares that are deemed purchased, together with cash in lieu of any
      fraction of a share. The stock certificate or certificates shall be registered
      in the name of Holder or such other name or names as shall be designated in
      the
      Exercise Notice. The date on which the Warrant shall be deemed to have been
      exercised, and the date the person in whose name any certificate evidencing
      the
      Common Stock issued upon the exercise hereof is issued shall be deemed to have
      become the holder of record of such shares, shall be the Deemed Exercise Date,
      irrespective of the date of delivery of a certificate or certificates evidencing
      the Common Stock issued upon the exercise or conversion hereof.  All shares
      of Common Stock issued upon the exercise or conversion of this Warrant will,
      upon issuance, be fully paid and nonassessable and free from all taxes, liens,
      and charges with respect thereto.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (e) Notwithstanding
      any contrary provision of this Warrant, Holder shall not be deemed to have
      exercised this Warrant, and shall be treated as having forfeited all Holder’s
      rights under this Warrant, if, at least 12 months before the Deemed Exercise
      Date, Holder notifies Company that Holder waives all rights under this
      Warrant.

     

    Section
      2. Adjustments
      to Warrant Shares. The number of Warrant Shares issuable upon the
      deemed exercise hereof shall be subject to adjustment as follows:

     

    (a) In
      the
      event the Company is a party to a consolidation, share exchange, or merger,
      or
      the sale of all or substantially all of the assets of the Company to, any
      person, or in the case of any consolidation or merger of another corporation
      into the Company in which the Company is the surviving corporation, and in
      which
      there is a reclassification or change of the shares of Common Stock of the
      Company, this Warrant shall after such consolidation, share exchange, merger,
      or
      sale be deemed exercisable for the kind and number of securities or amount
      and
      kind of property of the Company or the corporation or other entity resulting
      from such share exchange, merger, or consolidation, or to which such sale shall
      be made, as the case may be (the “Successor
      Company”),
      to
      which a holder of the number of shares of Common Stock deliverable upon the
      deemed exercise (immediately prior to the time of such consolidation, share
      exchange, merger, or sale) of this Warrant would have been entitled upon such
      consolidation, share exchange, merger, or sale; and in any such case appropriate
      adjustments shall be made in the application of the provisions set forth herein
      with respect to the rights and interests of Holder, such that the provisions
      set
      forth herein shall thereafter correspondingly be made applicable, as nearly
      as
      may reasonably be, in relation to the number and kind of securities or the
      type
      and amount of property thereafter deliverable upon the deemed exercise of this
      Warrant.  The above provisions shall similarly apply to successive
      consolidations, share exchanges, mergers, and sales.  Any adjustment
      required by this Section 2 (a) because of a consolidation, share exchange,
      merger, or sale shall be set forth in an undertaking delivered to Holder and
      executed by the Successor Company which provides that Holder shall have the
      right to the deemed exercise this Warrant for the kind and number of securities
      or amount and kind of property of the Successor Company or to which the holder
      of a number of shares of Common Stock deliverable upon the deemed exercise
      (immediately prior to the time of such consolidation, share exchange, merger,
      or
      sale) of this Warrant would have been entitled upon such consolidation, share
      exchange, merger, or sale.  Such undertaking shall also provide for future
      adjustments to the number of Warrant Shares and the Exercise Price in accordance
      with the provisions set forth in Section 2 hereof.

     

    (b) In
      the
      event the Company should at any time or from time to time after the Original
      Issue Date, fix a record date for the effectuation of a reverse stock split,
      or
      a transaction having a similar effect on the number of outstanding shares of
      Common Stock of the Company, then, as of such record date (or the date of such
      reverse stock split or similar transaction if no record date is fixed), the
      number of Warrant Shares issuable upon the deemed exercise hereof shall be
      proportionately decreased and the Exercise Price shall be appropriately
      increased by the same proportion as the decrease of the number of outstanding
      Common Stock Equivalents resulting from the reverse stock split or similar
      transaction. 

     

    (d) In
      the
      event the Company should at any time or from time to time after the Original
      Issue Date, fix a record date for a reclassification of its Common Stock, then,
      as of such record date (or the date of the reclassification if no record date
      is
      set), this Warrant shall thereafter be convertible into such number and kind
      of
      securities as would have been issuable as the result of such reclassification
      to
      a holder of a number of shares of Common Stock equal to the number of Warrant
      Shares issuable upon deemed exercise of this Warrant immediately prior to such
      reclassification, and the Exercise Price shall be unchanged.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (e) The
      Company will not, by amendment of its Certificate of Incorporation or through
      reorganization, consolidation, merger, dissolution, issue, or sale of
      securities, sale of assets or any other voluntary action, void or seek to avoid
      the observance or performance of any of the terms of the Warrant, but will
      at
      all times in good faith assist in the carrying out of all such terms and in
      the
      taking of all such actions as may be necessary or appropriate in order to
      protect the rights of Holder against dilution or other impairment.  Without
      limiting the generality of the foregoing, the Company (x) will not create a
      par
      value of any share of stock receivable upon the deemed exercise of the Warrant
      above the amount payable therefor upon such deemed exercise, and (y) will take
      all such action as may be necessary or appropriate in order that the Company
      may
      validly and legally issue fully paid and non-assessable shares upon the deemed
      exercise of the Warrant.

     

    (f) When
      any
      adjustment is required to be made in the number or kind of shares purchasable
      upon the deemed exercise of the Warrant, or in the Exercise Price, the Company
      shall promptly notify Holder of such event and of the number of shares of Common
      Stock or other securities or property thereafter purchasable upon exercise
      of
      the Warrants and of the Exercise Price, together with the computation resulting
      in such adjustment.

     

    (g) The
      Company covenants and agrees that all Warrant Shares which may be issued will,
      upon issuance, be validly issued, fully paid, and non-assessable.  The
      Company further covenants and agrees that the Company will at all times have
      authorized and reserved, free from preemptive rights, a sufficient number of
      shares of its Common Stock to provide for the deemed exercise of the Warrant
      in
      full. 

     

    Section
      3. No
      Stockholder Rights. This Warrant shall not entitle Holder hereof to any
      voting rights or other rights as a stockholder of the Company.

     

    Section
      4. Transfer
      of Securities.

     

    (a) This
      Warrant and the Warrant Shares and any shares of capital stock received in
      respect thereof, whether by reason of a stock split or share reclassification
      thereof, a stock dividend thereon, or otherwise, shall not be transferable
      except upon compliance with the provisions of the Securities Act of 1933, as
      amended (the “Securities
      Act”)
      and
      applicable state securities laws with respect to the transfer of such
      securities.  The Holder, by acceptance of this Warrant, agrees to be bound
      by the provisions of Section 4 hereof and to indemnify and hold harmless
      the Company against any loss or liability arising from the disposition of this
      Warrant or the Warrant Shares issuable upon deemed exercise hereof or any
      interest in either thereof in violation of the provisions of this
      Warrant.

     

    (b) Each
      certificate for the Warrant Shares and any shares of capital stock received
      in
      respect thereof, whether by reason of a stock split or share reclassification
      thereof, a stock dividend thereon or otherwise, and each certificate for any
      such securities issued to subsequent transferees of any such certificate shall
      (unless otherwise permitted by the provisions hereof) be stamped or otherwise
      imprinted with a legend in substantially the following form:

     

    “NEITHER
      THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE
      STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL
      (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE
      STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR
      (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL
      ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES
      ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION
      WITH
      SUCH PROPOSED TRANSFER.”

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Section
      5. Miscellaneous. 
      

     

    (a) The
      terms
      of this Warrant shall be binding upon and shall inure to the benefit of any
      successors or permitted assigns of the Company and Holder.

     

    (b) Except
      as
      otherwise provided herein, this Warrant and all rights hereunder are
      transferable by the registered holder hereof in person or by duly authorized
      attorney on the books of the Company upon surrender of this Warrant, properly
      endorsed, to the Company.  The Company may deem and treat the registered
      holder of this Warrant at any time as the absolute owner hereof for all purposes
      and shall not be affected by any notice to the contrary. 

     

    (c) Notwithstanding
      any provision herein to the contrary, Holder may not exercise (even in a deemed
      exercise), sell, transfer, or otherwise assign this Warrant unless the Company
      is provided with an opinion of counsel satisfactory in form and substance to
      the
      Company, to the effect that such exercise, sale, transfer, or assignment would
      not violate the Securities Act or applicable state securities laws.


     

    (d) This
      Warrant may be divided into separate warrants covering one share of Common
      Stock
      or any whole multiple thereof, for the total number of shares of Common Stock
      then subject to this Warrant at any time, or from time to time, upon the request
      of the registered holder of this Warrant and the surrender of the same to the
      Company for such purpose.  Such subdivided Warrants shall be issued
      promptly by the Company following any such request and shall be of the same
      form
      and tenor as this Warrant, except for any requested change in the name of the
      registered holder stated herein.

     

       (e) Any
      notices, consents, waivers, or other communications required or permitted to
      be
      given under the terms of this Warrant must be in writing and will be deemed
      to
      have been delivered (a) upon receipt, when delivered personally, (b) upon
      receipt, when sent by facsimile, provided
      a copy
      is mailed by U.S. certified mail, return receipt requested, (c) three (3) days
      after being sent by U.S. certified mail, return receipt requested, or (d) one
      (1) day after deposit with a nationally recognized overnight delivery service,
      in each case properly addressed to the party to receive the same. 

     

    If
      to
      Holder, to the registered address of Holder appearing on the books of the
      Company. Each party shall provide five (5) days prior written notice to the
      other party of any change in address, which change shall not be effective until
      actual receipt thereof

     

    (f) The
      corporate laws of the State of Utah shall govern all issues concerning the
      relative rights of the Company and its stockholders. All other questions
      concerning the construction, validity, enforcement and interpretation of this
      Warrant shall be governed by the internal laws of the State of Utah, without
      giving effect to any choice of law or conflict of law provision or rule (whether
      of the State of Utah or any other jurisdictions) that would cause the
      application of the laws of any jurisdictions other than the State of Utah.
      If
      any provision of this Warrant shall be invalid or unenforceable in any
      jurisdiction, such invalidity or unenforceability shall not affect the validity
      or enforceability of the remainder of this Warrant in that jurisdiction or
      the
      validity or enforceability of any provision of this Warrant in any other
      jurisdiction. 

     

    [Signatures
      on the following page]

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    SIGNATURE 
      PAGE TO
      COMPANY

     

    COMMON
      STOCK PURCHASE WARRANT

     

    IN
      WITNESS WHEREOF, the Company, has caused this Warrant to be executed in its
      name
      by its duly authorized officers under seal, and to be dated as of the date
      first
      above written.

     

    
      	 	 	 
	 	TITAN
              GLOBAL HOLDINGS, INC.
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
                

              

              Name: Bryan Chance

              Title: Chief Executive Officer
                

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT

     

    (To
      be
      Executed by the Registered Holder to effect a Transfer of the foregoing
      Warrant)

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, and assigns and transfers unto
      ________________________________________________________________ the foregoing
      Warrant and the rights represented thereto to purchase shares of Common Stock
      of
      Titan Global Holdings, Inc. in accordance with terms and conditions thereof,
      and
      does hereby irrevocably constitute and appoint ________________ Attorney to
      transfer the said Warrant on the books of the Company, with full power of
      substitution.

     

    
      	 	Holder:	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	Address	 	 
	 	 	 	 
	 	
              Dated:
                __________________, 20__

            	 	 
	 	 	 	 
	 	
              In
                the presence of:

            	 	 
	 	 	 	 


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    EXERCISE
      OR CONVERSION NOTICE

     

    [To
      be
      signed only upon exercise of Warrant for cash]

     

    To: Titan
      Global Holdings, Inc. 

     

    The
      undersigned Holder of the attached Warrant hereby irrevocably elects to have
      all
      or part of the deemed exercise of the Warrant be for cash, and to have purchased
      thereunder, for cash, _____ shares of Common Stock of Titan Global Holdings,
      Inc. issuable upon exercise of said Warrant and hereby surrenders said Warrant.
      The undersigned Holder understands that, to the extent the Holder elects to
      not
      pay cash upon the deemed exercise, the Holder shall be deemed to have elected
      to
      receive shares in a cashless exercise as set forth in Section 1(b) of the
      Warrant.

     

    The
      undersigned herewith requests that the certificates for such shares be issued
      in
      the name of, and delivered to the undersigned, whose address is
      ________________________________.

     

    If
      electronic book entry transfer, complete the following:

     

    Account
      Number: _______________________

     

    Transaction
      Code Number: ________________

     

    Dated:
      ___________________

     

    
      	 	 	 
	 	Holder:
	 	                   
              
	 	 
	 	                                   
              
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
                

              

              Name:

              Title:

            


    

     

    NOTICE

     

    The
      signature above must correspond to the name as written upon the face of the
      within Warrant in every particular, without alteration or enlargement or any
      change whatsoever. 

     

    
      
        
        

      

      
        8