Unassociated Document


    RESCISSION
      OF GRANT OF WARRANT

     

    Rescission
      Agreement, dated as of December 24, 2007 between Titan Global Holdings, Inc.,
      a
      corporation existing under the laws of the State of Utah ("Titan") and Crivello
      Group, LLC, a Florida limited liability company (“Crivello”).

     

    WITNESSETH:

    


    WHEREAS,
      Titan and Crivello entered into a Finders Fee Agreement on July 23, 2007
      pursuant to which Titan agreed to issue a warrant to Crivello to purchase
      10,000,000 shares of Titan’s common stock at a price of $1.30 exercisable for a
      term of 10 years (the “Warrant”) upon Titan’s closing of the purchase of
      Appalachian Oil Company, Inc., which Warrant was issued on September 17, 2007
      (the “Warrant Issuance Date”;

     

    WHEREAS,
      due to mutual mistake concerning the effect arising from the issuance of the
      Warrant, Titan wishes to rescind the Warrant, retroactive nunc pro tunc, and
      effective as of the Warrant Issuance Date;

       

    NOW,
      THEREFORE, in consideration of these recitals, the Warrant is hereby rescinded
      and abrogated. 

    


    1.
      This
      Rescission shall be effected, on or before December 26, 2007 by the return
      of
      the Warrant to Titan by Crivello duly endorsed. 

      

    2.
      Titan
      and Crivello each agree to execute and deliver timely such other documents
      or
      agreements and to take such other action as may be reasonably necessary or
      desirable for the implementation of this Rescission and the consummation of
      the
      transactions contemplated hereby.

      

    3.
      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

    


    4.
      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. 

    


    5.
      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. 

    


    6.
      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. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    7.
      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. 

    


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

            
	 	
              Chief Executive
                Officer

            


    

     

    
      	 	 	 
	 	CRIVELLO
              GROUP,
              LLC
	 
 	 
 	 
 
	 	By:  	/s/ Frank
              Crivello
	 	
              
Frank
              Crivello
	 	Managing
              Member


    

     

     

    
      
         

      

      
        2