CONTINUING
      AND UNCONDITIONAL GUARANTY

     

    1.  The
      Guaranty.
      For
      valuable consideration, the undersigned (“Guarantor”) hereby unconditionally
      guarantees and promises to pay promptly to F&L LLP (collectively, “Lender”),
      or order, in lawful money of the United States, any and all Indebtedness of
      Oblio Telecom, Inc. (“Borrower”) to Lender when due, whether at stated maturity,
      upon acceleration or otherwise, and at all times thereafter. The liability
      of
      Guarantor under this Guaranty is not limited as to the principal amount of
      the
      Indebtedness guaranteed and includes, without limitation, liability for all
      interest, fees, indemnities (including, without limitation, hazardous waste
      indemnities), and other costs and expenses relating to or arising out of the
      Indebtedness and for all swap, option, or forward obligations now or hereafter
      owing from Borrower to Lender. The liability of Guarantor is continuing and
      relates to any Indebtedness, including that arising under successive
      transactions which shall either continue the Indebtedness or from time to time
      renew it after it has been satisfied. This Guaranty is cumulative and does
      not
      supersede any other outstanding guaranties, and the liability of Guarantor
      under
      this Guaranty is exclusive of Guarantor’s liability under any other guaranties
      signed by Guarantor. If multiple individuals or entities sign this Guaranty,
      their obligations under this Guaranty shall be joint and several. 

     

    2.  Definitions.

     

    (a)  “Borrower”
shall
      mean the individual or the entity named in Paragraph 1 of
      this Guaranty and, if more than one, then any one or more of them.

     

    (b)  “Guarantor”
shall
      mean the individual or the entity signing this Guaranty and,
      if more than one, then any one or more of them.

     

    (c)  “Indebtedness”
shall
      mean any and all debts, liabilities, and obligations of
      Borrower to Lender, arising from or in connection with that certain Note and
      Security Agreement dated August 11, 2005, made by Oblio Telecom, Inc., a
      Delaware corporation (the "Borrower") in favor of Lender in the original
      principal amount of Two Million Five Hundred Thousand Dollars ($2,500,000)
      (the
“Original Note”), and that certain Note dated December 14, 2005, made by
      Borrower in favor the Lender in the original principal amount of Two Million
      Three Hundred Twenty Two Thousand Eight Hundred and Fifty Dollars ($2,322,850)
      (the “Second Note”, and together with the Original Note, the “Notes”), or
      pursuant to Amendment No. 1 to the Notes dated as of December 29, 2006 (the
      “Amendment”). 

     

    (d)  “Loan
      Documents” shall mean the Notes and the Amendment, all as now in effect and as
      hereafter amended, restated, renewed, or superseded.

     

    3.  Obligations
      Independent.
      The
      obligations hereunder are independent of the obligations of Borrower or any
      other guarantor, and a separate action or actions may be brought and prosecuted
      against Guarantor whether action is brought against Borrower or any other
      guarantor or whether Borrower or any other guarantor be joined in any such
      action or actions. Anyone executing this Guaranty shall be bound by its terms
      without regard to execution by anyone else.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    4.  Rights
      of Lender.
      Guarantor authorizes Lender, without notice or demand and without affecting
      its
      liability hereunder, from time to time to:

     

    (a)  renew,
      compromise, extend, accelerate, or otherwise change the time for payment, or
      otherwise change the terms, of the Indebtedness or any part thereof, including
      increase or decrease of the rate of interest thereon, or otherwise change the
      terms of any Loan Documents;

     

    (b)  receive
      and hold security for the payment of this Guaranty or any Indebtedness and
      exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose
      of any such security;

     

    (c)  apply
      such security and direct the order or manner of sale thereof as Lender in its
      discretion may determine;

     

    (d)  release
      or substitute any Guarantor or any one or more of any endorsers or other
      guarantors of any of the Indebtedness; and

     

    (e)  permit
      the Indebtedness to exceed Guarantor’s liability under this Guaranty, and
      Guarantor agrees that any amounts received by Lender from any source other
      than
      Guarantor shall be deemed to be applied first to any portion of the Indebtedness
      not guaranteed by Guarantor.

     

    5.  Guaranty
      to be Absolute.
      Guarantor agrees that until the Indebtedness has been paid in full and any
      commitments of Lender or facilities provided by Lender with respect to the
      Indebtedness have been terminated, Guarantor shall not be released by or because
      of the taking, or failure to take, any action that might in any manner or to
      any
      extent vary the risks of Guarantor under this Guaranty or that, but for this
      paragraph, might discharge or otherwise reduce, limit, or modify Guarantor’s
      obligations under this Guaranty. Guarantor waives and surrenders any defense
      to
      any liability under this Guaranty based upon any such action, including but
      not
      limited to any action of Lender described in the immediately preceding paragraph
      of this Guaranty. It is the express intent of Guarantor that Guarantor’s
      obligations under this Guaranty are and shall be absolute and
      unconditional.

     

    6.  Guarantor’s
      Waivers of Certain Rights and Certain Defenses.
      Guarantor waives:

     

    (a)  any
      right
      to require Lender to proceed against Borrower, proceed against or exhaust any
      security for the Indebtedness, or pursue any other remedy in Lender’s power
      whatsoever including but not limited to the benefits of Chapter 34 of the Texas
      Business and Commerce Code, §17.001 of the Texas Civil Practice and Remedies
      Code, and Rule 31 of the Texas Rules of Civil Procedure, or any similar
      statute.

     

    (b)  any
      defense arising by reason of any disability or other defense of Borrower, or
      the
      cessation from any cause whatsoever of the liability of Borrower;

     

    (c)  any
      defense based on any claim that Guarantor’s obligations exceed or are more
      burdensome than those of Borrower; and

    
       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

    

    (d)  the
      benefit of any statute of limitations affecting Guarantor’s liability
      hereunder.

     

    No
      provision or waiver in this Guaranty shall be construed as limiting the
      generality of any other waiver contained in this Guaranty.

     

    7.  Waiver
      of Subrogation.
      Until
      the Indebtedness has been paid in full and any commitments of Lender or
      facilities provided by Lender with respect to the Indebtedness have been
      terminated, even though the Indebtedness may be in excess of Guarantor’s
      liability hereunder, Guarantor waives to the extent permitted by applicable
      law
      any right of subrogation, reimbursement, indemnification, and contribution
      (contractual, statutory, or otherwise) including, without limitation, any claim
      or right of subrogation under the Bankruptcy Code (Title 11, United States
      Code)
      or any successor statute, arising from the existence or performance of this
      Guaranty, and Guarantor waives to the extent permitted by applicable law any
      right to enforce any remedy that Lender now has or may hereafter have against
      Borrower, and waives any benefit of, and any right to participate in, any
      security now or hereafter held by Lender.

     

    8.  Waiver
      of Notices.
      Guarantor waives all presentments, demands for performance, notices of
      nonperformance, protests, notices of protest, notices of dishonor, notices
      of
      intent to accelerate, notices of acceleration, notices of any suit or any other
      action against Borrower or any other person, any other notices to any party
      liable on any Loan Document (including Guarantor), notices of acceptance of
      this
      Guaranty, notices of the existence, creation, or incurring of new or additional
      Indebtedness to which this Guaranty applies or any other Indebtedness of
      Borrower to Lender, and notices of any fact that might increase Guarantor’s
      risk.

     

    9.  Subordination.
      Any
      obligations of Borrower to Guarantor, now or hereafter existing, including
      but
      not limited to any obligations to Guarantor as subrogee of Lender or resulting
      from Guarantor’s performance under this Guaranty, are hereby subordinated to the
      Indebtedness. In addition to Guarantor’s waiver of any right of subrogation as
      set forth in this Guaranty with respect to any obligations of Borrower to
      Guarantor as subrogee of Lender, Guarantor agrees that, if Lender so requests,
      Guarantor shall not demand, take, or receive from Borrower, by setoff or in
      any
      other manner, payment of any other obligations of Borrower to Guarantor until
      the Indebtedness has been paid in full and any commitments of Lender or
      facilities provided by Lender with respect to the Indebtedness have been
      terminated. If any payments are received by Guarantor in violation of such
      waiver or agreement, such payments shall be received by Guarantor as trustee
      for
      Lender and shall be paid over to Lender on account of the Indebtedness, but
      without reducing or affecting in any manner the liability of Guarantor under
      the
      other provisions of this Guaranty. Any security interest, lien, or other
      encumbrance that Guarantor may now or hereafter have on any property of Borrower
      is hereby subordinated to any security interest, lien, or other encumbrance
      that
      Lender may have on any such property.

     

    10.  Reinstatement
      of Guaranty.
      If this
      Guaranty is returned or canceled, and subsequently any payment or transfer
      of
      any interest in property by Borrower to Lender is rescinded or must be returned
      by Lender to Borrower, this Guaranty shall be reinstated with respect to any
      such payment or transfer, regardless of any such prior return, or
      cancellation.

    
       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

    

    11.  Stay
      of Acceleration.
      In the
      event that acceleration of the time for payment of any of the Indebtedness
      is
      stayed upon the insolvency, bankruptcy, or reorganization of Borrower or
      otherwise, all such Indebtedness guaranteed by Guarantor shall nonetheless
      be
      payable by Guarantor immediately if requested by Lender.

     

    12.  Information
      Relating to Borrower.
      Guarantor acknowledges and agrees that it shall have the sole responsibility
      for, and has adequate means of, obtaining from Borrower such information
      concerning Borrower’s financial condition or business operations as Guarantor
      may require, and that Lender has no duty, and Guarantor is not relying on
      Lender, at any time to disclose to Guarantor any information relating to the
      business operations or financial condition of Borrower.

     

    13.  Borrower’s
      Authorization.
      Where
      Borrower is a corporation, partnership, or limited liability company, it is
      not
      necessary for Lender to inquire into the powers of Borrower or of the officers,
      directors, partners, members, managers, or agents acting or purporting to act
      on
      its behalf, and any Indebtedness made or created in reliance upon the professed
      exercise of such powers shall be guaranteed hereunder, subject to any
      limitations on Guarantor’s liability set forth herein.

     

    14.  Information
      Relating to Guarantor.
      Guarantor authorizes Lender to verify or check any information given by
      Guarantor to Lender, check Guarantor’s credit references, verify employment, and
      obtain credit reports. Guarantor acknowledges and agrees that the authorizations
      provided in this paragraph apply to any individual general partner of
      Guarantor.

     

    15.  Change
      of Status.
      Any
      Guarantor that is a business entity shall not enter into any consolidation,
      merger, or other combination unless Guarantor is the surviving business entity.
      Further, Guarantor shall not change its legal structure unless (a) Guarantor
      obtains the prior written consent of Lender and (b) all Guarantor’s obligations
      under this Guaranty are assumed by the new business entity.

     

    16.  Remedies.
      If
      Guarantor fails to fulfill its duty to pay all Indebtedness guaranteed
      hereunder, Lender shall have all of the remedies of a creditor and, to the
      extent applicable, of a secured party, under all applicable law. Without
      limiting the foregoing, Lender may, at its option and without notice or
      demand:

     

    (a)  declare
      any Indebtedness due and payable at once;

     

    (b)  take
      possession of any collateral pledged by Borrower or Guarantor, wherever located,
      and sell, resell, assign, transfer, and deliver all or any part of the
      collateral at any public or private sale or otherwise dispose of any or all
      of
      the collateral in its then condition, for cash or on credit or for future
      delivery, and in connection therewith Lender may impose reasonable conditions
      upon any such sale. Further, Lender, unless prohibited by law the provisions
      of
      which cannot be waived, may purchase all or any part of the collateral to be
      sold, free from and discharged of all trusts, claims, rights of redemption
      and
      equities of Borrower or Guarantor whatsoever. Guarantor acknowledges and agrees
      that the sale of any collateral through any nationally recognized broker-dealer,
      investment banker, or any other method common in the securities industry shall
      be deemed a commercially reasonable sale under the Uniform Commercial Code
      or
      any other equivalent statute or federal law, and expressly waives notice thereof
      except as provided herein; and

    
       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

    

    (c)  set
      off
      against any or all liabilities of Guarantor all money owed by Lender or any
      of
      its agents or affiliates in any capacity to Guarantor, whether or not due,
      and
      also set off against all other liabilities of Guarantor to Lender all money
      owed
      by Lender in any capacity to Guarantor. If exercised by Lender, Lender shall
      be
      deemed to have exercised such right of setoff and to have made a charge against
      any such money immediately upon the occurrence of such default although made
      or
      entered on the books subsequent thereto.

     

    17.  Notices.
      All
      notices required under this Guaranty shall be personally delivered or sent
      by
      first class mail, postage prepaid, or by overnight courier, to the addresses
      on
      the signature page of this Guaranty, or sent by facsimile to the fax numbers
      listed on the signature page, or to such other addresses as Lender and Guarantor
      may specify from time to time in writing. Notices sent by (a) first class mail
      shall be deemed delivered on the earlier of actual receipt or on the fourth
      business day after deposit in the U.S. mail, postage prepaid, (b) overnight
      courier shall be deemed delivered on the next business day, and (c) telecopy
      shall be deemed delivered when transmitted.

     

    18.  Successors
      and Assigns.
      This
      Guaranty (a) binds Guarantor and Guarantor’s executors, administrators,
      successors, and assigns, provided that Guarantor may not assign its rights
      or
      obligations under this Guaranty without the prior written consent of Lender,
      and
      (b) inures to the benefit of Lender and Lender’s indorsees, successors, and
      assigns. Lender may, without notice to Guarantor and without affecting
      Guarantor’s obligations hereunder, sell, assign, grant participations in, or
      otherwise transfer to any other person, firm, or corporation the Indebtedness
      and this Guaranty, in whole or in part. Guarantor agrees that Lender may
      disclose to any assignee or purchaser, or any prospective assignee or purchaser,
      of all or part of the Indebtedness any and all information in Lender’s
      possession concerning Guarantor, this Guaranty, and any security for this
      Guaranty.

     

    19.  Amendments,
      Waivers, and Severability.
      No
      provision of this Guaranty may be amended or waived except in writing. No
      failure by Lender to exercise, and no delay in exercising, any of its rights,
      remedies, or powers shall operate as a waiver thereof, and no single or partial
      exercise of any such right, remedy, or power shall preclude any other or further
      exercise thereof or the exercise of any other right, remedy, or power. The
      unenforceability or invalidity of any provision of this Guaranty shall not
      affect the enforceability or validity of any other provision of this
      Guaranty.

     

    20.  Costs
      and Expenses.
      Guarantor agrees to pay all reasonable attorneys’ fees, including allocated
      costs of Lender’s in-house counsel to the extent permitted by applicable law,
      and all other costs and expenses that may be incurred by Lender (a) in the
      enforcement of this Guaranty or (b) in the preservation, protection, or
      enforcement of any rights of Lender in any case commenced by or against
      Guarantor or Borrower under the Bankruptcy Code (Title 11, United States Code)
      or any similar or successor statute.

    
       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

    

    21.  Governing
      Law and Jurisdiction.
      This
      Guaranty shall be governed by and construed and enforced in accordance with
      federal law and the law of the State of Texas. Jurisdiction and venue for any
      action or proceeding to enforce this Guaranty shall be the forum appropriate
      for
      such action or proceeding against Borrower, to which jurisdiction Guarantor
      irrevocably submits and to which venue Guarantor waives to the fullest extent
      permitted by law any defense asserting an inconvenient forum in connection
      therewith. It is provided, however, that if Guarantor owns property in another
      state, notwithstanding that the forum for enforcement action is elsewhere,
      Lender may commence a collection proceeding in any state in which Guarantor
      owns
      property for the purpose of enforcing provisional remedies against such
      property. Service of process by Lender in connection with such action or
      proceeding shall be binding on Guarantor if sent to Guarantor by registered
      or
      certified mail at its address specified below.

     

    22.  Waiver
      of Jury Trial.
      GUARANTOR AND LENDER EACH WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION
      OR
      PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS (a) UNDER THIS GUARANTY OR ANY
      RELATED AGREEMENT OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT
      DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION WITH THIS
      GUARANTY OR (B) ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS
      GUARANTY, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING WILL BE TRIED BEFORE
      A
      COURT AND NOT BEFORE A JURY. GUARANTOR AGREES THAT IT WILL NOT ASSERT ANY CLAIM
      AGAINST LENDER OR ANY OTHER PERSON INDEMNIFIED UNDER THIS GUARANTY ON ANY THEORY
      OF LIABILITY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE
      DAMAGES.

     

    23.  Notice
      of Final Agreement.
      THIS WRITTEN GUARANTY AND THE LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH
      REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED
      BY
      EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
      PARTIES.

     

    THERE
      ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

    
       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

        IN
          WITNESS WHEREOF, this Continuing and Unconditional Guaranty is executed
          as of
          the 29th
          day of
          December 2006.

      

    

     

    


    TITAN
      GLOBAL HOLDINGS, INC. 

     

    


     

    By:
      /s/
      BRYAN CHANCE  

     

    Bryan
      Chance, President