ADDENDUM
      TO STOCK PURCHASE AGREEMENT

     

    This
      ADDENDUM TO STOCK PURCHASE AGREEMENT (this “Addendum”)
      is
      dated as of July 17, 2007, by and among Appalachian Oil Company, Inc.,
      a Tennessee corporation (the “Company”),
      the
      undersigned stockholders of the Company (collectively, the “Sellers”),
      and
      Titan Global Holdings, Inc., a Utah corporation (the “Buyer”).

     

    WITNESSETH:

     

    WHEREAS,
      the Buyer, the Company and the Sellers made and entered into a Stock Purchase
      Agreement dated July 17, 2007 (the “Agreement”),
      pursuant to which Buyer has agreed to purchase, and Sellers have agreed to
      sell,
      all of the issued and outstanding capital stock of the Company, on the terms
      and
      conditions set forth in the Agreement; and

     

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

     

    NOW,
      THEREFORE, for and in consideration of the foregoing recitals, and other good
      and valuable consideration, the receipt and legal sufficiency of which are
      hereby acknowledged, the parties agree as follows:

     

    
      	
            	1.	
              Section
                2.2(c) of the Agreement is amended by inserting “18” in the blank in the
                second line, so that the date for delivery of the Good Faith Deposit
                to
                Sellers shall be no later than July 18,
                2007.

            


    

     

    
      	
            	2.	
              Section
                2.3 of the Agreement is hereby amended by deleting from clause (a)
                thereof “August 31, 2007” and inserting in its place
                “September 4, 2007.”

            


    

     

    
      	
            	3.	
              Section
                9.7 of the Agreement is hereby amended by deleting the text thereof
                and
                inserting the following in its place: “The MPI Agreement shall not have
                been terminated and shall be in full force and
                effect.”

            


    

     

    
      	
            	4.	
              Section
                10.1(d) of the Agreement is hereby amended by deleting therefrom
                “August 31, 2007” and inserting in its place “September 4,
                2007.”

            


    

     

    
      	
            	5.	
              As
                amended hereby, the Agreement shall remain in full force and
                effect.

            


    

     

    [Signatures
      are on the next page.]


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, this Addendum has been executed as of the date first above
      written.

     

    
      	 	 	 
	 	
              BUYER:


               

              TITAN
                GLOBAL HOLDINGS, INC.

            
	 
 	 
 	 
 
	
            	By: /s/
              Bryan M.
              Chance
	 	
              
                

              

              Name: 
                Bryan M. Chance 

            
	 	
              Title: 
                President and Chief Executive Officer 

            


    

     

    
      	 	 	 
	 	
              
                THE
                  COMPANY:


                 

                APPALACHIAN
                  OIL COMPANY, INC.

              

            
	 
 	 
 	 
 
	
            	
              By: 
                /s/Jeffrey
                H. Benedict

            
	 	
              
                

              

              
                Name: 
                  Jeffrey H. Benedict

              

            
	 	
              
                Title: 
                  President

              

            


    

     

    
      	 	 	 
	 	
              
                
                  SELLERS:

                

              

            
	 
 	 
 	 
 
	
            	
              
                /s/Jeffrey
                  H. Benedict 

              

            
	 	
              
                

              

              
                
                  JEFFREY
                    H. BENEDICT

                

              

            
	 	 
	 	 
	 	
              /s/
                Sara G. MacLean 

            
	 	
              
                

              

              
                SARA
                  G. MACLEAN

              

            
	 	
              (by
                Jeffrey H. Benedict under Power of Attorney 
dated
                7-11-07)

            


    

     

    
      	 	 	 
	 	
              
                
                  THE
                    LINDA R. MACLEAN

                  IRREVOCABLE
                    TRUST

                

              

            
	 
 	 
 	 
 
	
            	
              
                By:
                  /s/
                  Sara G. MacLean 

              

            
	 	
              
                

              

              
                
                  Sara
                    G. MacLean, Trustee

                

              

            
	 	
              
                
                  (by
                    Jeffrey H. Benedict under Power of Attorney 
dated
                    7-11-07)

                

              

            


    

     

    
      	 	 	 
	 	
              
                
                  
                    THE
                      JAMES R. MACLEAN

                    REVOCABLE
                      TRUST OF
                      2005

                  

                

              

            
	 
 	 
 	 
 
	
            	
              
                
                  By:
                    /s/
                    James R. MacLean 

                

              

            
	 	
              
                

              

              
                
                  
                    James
                      R. MacLean,
                      Trustee