AMENDMENT
      NUMBER 1 TO 

    INVESTOR
      REGISTRATION RIGHTS AGREEMENT

    


     THIS
      AMENDMENT AGREEMENT (the
      “Amendment”) is
      entered into as of January 5, 2007, between TITAN
      GLOBAL HOLDINGS, INC., a
      corporation organized and existing under the laws of the State of Nevada (the
      “Company”),
      and
CORNELL
      CAPITAL PARTNERS, LP a
      Delaware limited partnership (the
      “Investor”).

    


    WHEREAS,
      the
      Company and the Investor are parties to a certain Investor Registration Rights
      Agreement dated as of October 9, 2006 (the “Agreement”);
      and

     

    WHEREAS,
      the
      parties wish to amend the Agreement as set forth below. 

     

    NOW,
      THEREFORE,
      it is
      agreed: 

     

    
      	I.	
              Amendments.

            


    

     

    A. Section
      2(a). Section
      2(a) of the Agreement is hereby deleted in its entirety and the following
      language shall replace said Section 2(a) of the Agreement:

     

    Section
      2(a): Subject
      to the terms and conditions of this Agreement, the Company shall prepare and
      file, no later than January 31, 2007 (the “Scheduled
      Filing Deadline”),
      with
      the SEC a registration statement on Form S-1 or SB-2 (or, if the Company is
      then
      eligible, on Form S-3) under the Securities Act (the “Initial
      Registration Statement”)
      for
      the resale by the Investors of the Registrable Securities, which includes at
      least 3,600,000 shares of Common Stock to be issued upon conversion of the
      Convertible Debentures, 500,000 Warrant Shares and the 15,000 Buyer’s Shares.
      The Company shall cause the Registration Statement to remain effective until
      all
      of the Registrable Securities have been sold. Prior to the filing of the
      Registration Statement with the SEC, the Company shall furnish a copy of the
      Initial Registration Statement to the Investors for their review and comment.
      The Investors shall furnish comments on the Initial Registration Statement
      to
      the Company within twenty-four (24) hours of the receipt thereof from the
      Company.

     

    B. Section
      2(b).
      Section
      2(b) Agreement is hereby deleted in its entirety and the following language
      shall replace said Section 2(b) of the Agreement:

     

    Section
      2(b):
      “Effectiveness
      of the Initial Registration Statement.
      The
      Company shall use its best efforts (i) to have the Initial Registration
      Statement declared effective by the SEC no later than March 31, 2007 (the
“Scheduled
      Effective Deadline”)
      and
      (ii) to insure that the Initial Registration Statement and any subsequent
      Registration Statement remains in effect until all of the Registrable Securities
      have been sold, subject to the terms and conditions of this
      Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	II.	
              Miscellaneous.

            


    

    


    
      	 	
              A.

            	
              Except
                as provided hereinabove, all of the terms and conditions contained
                in the
                Agreement shall remain unchanged and in full force and
                effect.

            


    

    


    
      	 	
              B.

            	
              This
                Amendment is made pursuant to and in accordance with the terms and
                conditions of the Agreement.

            


    

    


    
      	 	
              C.

            	
              All
                capitalized but not defined terms used herein shall have those meanings
                ascribed to them in the Agreement.

            


      	 	 	 


      	 	D.	All provisions in the Agreement and any amendments,
              schedules or exhibits thereto in conflict with this Amendment shall
              be and
              hereby are changed to conform to this
              Amendment.


    

    


     

     

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    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Amendment to be executed by the undersigned,
      thereunto duly authorized, as of the date first set forth above.

     

    


    
      	 	
              COMPANY:

            
	 	
              TITAN
                GLOBAL HOLDINGS, INC. 

            
	 	 
	 	
              By:
                /s/
                Bryan M.
                Chance                                                  
                

            
	 	
              Name Bryan
                M. Chance

            
	 	
              Title: President
                & CEO

            
	 	 
	 	 
	 	
              CORNELL
                CAPITAL PARTNERS, LP

            
	 	
              By:
                Yorkville Advisors LLC

            
	 	
              Its:
                General Partner

            
	 	 
	 	
              By:
                /s/
                Mark A.
                Angelo                                                      
                

            
	 	
              Name Mark
                A. Angelo

            
	 	
              Title: Portfolio
                Manager

            
	 	 


    

    


     

    
      
         

      

      
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