AMENDMENT
      NO. 1 TO NOTE AND SECURITY AGREEMENT DATED AUGUST 11, 

    2005
      AND
      NOTE DATED DECEMBER 14, 2005, OF OBLIO TELECOM, INC., A 

    DELAWARE
      CORPORATION

    


    December
      29, 2006

    


    Reference
      is made to that certain Note and Security Agreement dated August 11, 2005,
      made
      by Oblio Telecom, Inc., a Delaware corporation (the "Borrower")
      in
      favor F&L LLP (the "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”). 

     

    WHEREAS
      the Borrower and Lender wish to amend certain terms of the Notes;

    


    NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which is hereby acknowledged, the parties hereto agree as follows:

    


    	1.  	
            The
              Maturity Date (as defined in the Notes) of each of the Notes shall
              be
              March 31, 2009.

          


    


    	2.  	
            The
              interest rate for each of the Notes is hereby amended to 5% per
              annum.

          


    


    	3.  	
            The
              Borrower shall make an aggregate amortized payment with respect to
              the
              Notes of $178,930 per month (based upon a 27 month amortization schedule),
              commencing January 31, 2007 and the last day of each month thereafter
              until the Maturity Date. Such payments shall be apportioned among the
              Notes relative to the principal amount outstanding. All remaining amounts
              due for principal or interest shall be due and payable on the Maturity
              Date.

          


    


    	4.  	
            In
              consideration for Lender’s agreements herein and as payment in full for
              all interest due, owing or accrued with respect to the Notes through
              and
              including the date hereof, Borrower’s parent company, Titan Global
              Holdings, Inc., a Utah corporation (“Parent”), hereby agrees to issue
              250,000 shares of Parent’s common stock to Lender (the “Shares”). Such
              Shares shall be delivered to Lender within five (5) business days of
              the
              date of this Agreement. In the event the Shares are not delivered to
              the
              Lender within five (5) business days of the date of this Agreement,
              it
              shall constitute an Event of Default under the Notes, thereby permitting
              acceleration of all obligations due to the
              Lender.

          


    


    	5.  	
            The
              Notes shall be subordinate to the obligations of the Borrower to Greystone
              Business Credit II LLC (“Greystone”), as set forth in the Subordination
              Agreement between the Lender and Greystone of even date
              herewith.

          


    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    	6.  	
            Payment
              of the obligations due under the Notes shall be guaranteed by Parent
              pursuant to the Guaranty Agreement attached hereto as Exhibit
              A.

          


     

    	7.  	
            In
              connection herewith, the Amended and Restated Certificate of Designation
              of Series A Preferred Stock in the form attached hereto as Exhibit
              B (the
              “Designation”) shall be filed with the Secretary of State of the State of
              Delaware within five (5) business days of the date of this Agreement
              and
              with evidence of such filing to be provided to the Lender within such
              five
              day period. In the event the Designation is not filed with the Secretary
              of State of the State of Delaware within five (5) business days of
              the
              date of this Agreement, with evidence of such filing to be provided
              to the
              Lender within such five day period, it shall constitute an Event of
              Default under the Notes, thereby permitting acceleration of all
              obligations due to the Lender.

          


    


    	8.  	
            The
              Company shall reimburse Lender for all out of pocket expenses (including
              reasonable legal fees) directly incurred by Lender in connection with
              the
              review, negotiation and documentation of this agreement and all related
              matters. Payment of such amounts shall be made within 15 days of
              submission to the Company of a written request and documentation
              reasonably sufficient to evidence the expense. If payment is not made
              within such 15 day period, it shall constitute an Event of Default
              under
              the Notes, thereby permitting acceleration of all obligations due to
              the
              Lender.

          


    


    	9.  	
            The
              foregoing amendment shall be effective as of the date hereof.
              

          


    


    	10.  	
            There
              are no other amendments to the Notes.

          


     

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      Blank]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      each of
      the Borrower and Lender has caused this Amendment No. 1 to the Notes to be
      signed in its name this 29th
      day of
      December, 2006.

    


    OBLIO
      TELECOM, INC.

    


     

    By:
      /s/
      KURT
      JENSEN                   
   

    Kurt
      Jensen, President

    


    F&L
      LLP

     

    


    By:
      /s/
      SAMMY
      JIBRIN                 
 

     

    


    Agreed
      and Accepted

    As
      to
      Section 4:

    TITAN
      GLOBAL HOLDINGS, INC.

     

    


    By:
      /s/
      BRYAN CHANCE  

    Bryan
      Chance, President