Unassociated Document


    LOAN
      CONVERSION AGREEMENT

    


    WHEREAS,
      from on or about July 28, 2005 through November 28, 2005, Titan Global
      Holdings, Inc., a Utah corporation (the "Company"), borrowed an aggregate of
      $573,696.85
      (the "Loans") from Farwell Equity Partners, LLC, a Delaware limited liability
      company ("Farwell");

    


    WHEREAS,
      the Loans are due and payable on December 31, 2005, together with accrued
interest
      thereon in the amount of $17,996.46, for a total balance due of $591,663.31
      (the
"Debt");

    


    WHEREAS,
      the Company and Farwell wish to have the Debt satisfied through the
      issuance of restricted shares of common stock of the Company;

    


    NOW,
      THEREFORE, in consideration of the foregoing promises, the Company and FEP
      hereby agree as follows:

    


    1.
      Effective
      as of December 30, 2005, the Debt shall be repaid in its entirety
      to Farwell through the issuance of 9,253,414 shares of the Company's
common
      stock (the "Shares") which is based on $0.0639 per share. Farwell
      understands
      that the certificates or other instruments representing the Shares, until
such
      time
      as the resale of the have been registered under the Securities Act of 1933
      Act
      or such legend is not otherwise required pursuant to applicable law,
shall
      bear any legend as
      required by the "blue sky" laws of any state and a restrictive
      legend in substantially the following form (and a stop-transfer order may be
      placed against transfer of such stock certificates):

    


    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT
      OF
      1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
      LAWS. THE SECURITIES MAY NOT BE OFFERED
      FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I)
      IN THE
      ABSENCE
      OF
      (A)
      AN
      EFFECTIVE
      REGISTRATION STATEMENT
      FOR
      THE
      SECURITIES
      UNDER
      THE
      SECURITIES ACT OF 1933, AS AMENDED, OR (B)
      AN
      OPINION OF COUNSEL, IN
      A
GENERALLY
      ACCEPTABLE FORM, THAT
      REGISTRATION
      IS
      NOT
      REQUIRED
      UNDER SAID ACT OR
      (II)
      UNLESS SOLD PURSUANT
      TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE
      FOREGOING,
      THE
      SECURITIES
      MAY BE PLEDGED
      IN CONNECTION WITH A BONA
      FIDE
      MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
      ARRANGEMENT SECURED
      BY
      THE
      SECURITIES.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    2.
      The
      Seller and the Purchaser each agree to execute and deliver such
      other documents or agreements and to take such other action as may be reasonably
      necessary or desirable for the implementation of this Agreement and the
      consummation of
      the
      transactions contemplated hereby.

    


    3.
      The
      parties hereto hereby irrevocably submit to the non-exclusive jurisdiction
      of any federal or state court located within the State of Delaware over any
      dispute
      arising out of or relating to this Agreement or any of the transactions
contemplated
      hereby and each party hereby irrevocably agrees that all claims in respect
      of
      such
      dispute or any suit, action proceeding related thereto may be heard and
      determined in such courts. The parties hereby irrevocably waive, to all fullest
      extent permitted
      by applicable Law, any objection which they may now or hereafter have to the
      laying
      of
      venue of any such dispute brought in such court or any defense of inconvenient
      forum
      for
      the maintenance of such dispute. Each of the parties hereto agrees that a
judgment
      in any such dispute may be enforced in other jurisdictions by suit on the
judgment
      or in any other manner provided by law.

     

    4.
      This
      Agreement (including the schedules and exhibits hereto) represents
      the entire understanding and agreement among the parties hereto with respect
      to
      the
      subject matter hereof and can be amended, supplemented or changed, and any
      provision
      hereof can be waived, only by written instrument making specific reference
      to
this
      Agreement signed by the party against whom enforcement of any such amendment,
      supplement, modification or waiver is sought. No action taken pursuant to this
      Agreement, including without limitation, any investigation by or on behalf
      of
      any party, shall be deemed to constitute a waiver by the party taking such
      action of compliance with any representation, warranty, covenant or agreement
      contained herein. The waiver by any party hereto of a breach of any provision
      of
      this Agreement shall not operate or be construed as a further or continuing
      waiver of such breach or as a waiver of any other or subsequent breach. No
      failure on the part of any party to exercise, and no delay in excercising,
      any
      right, power or remedy hereunder shall operate as a waiver thereof, nor shall
      any single or partial exercise of such right, power or remedy by such party
      preclude any other or further exercise
      thereof
      or the exercise of any other right, power or remedy. All remedies hereunder
      are
      cumulative and are not exclusive of any other remedies provided by law.


     

    
      
         

      

      
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    5.
      This
      Agreement shall be governed by and construed in accordance with
      the
      laws of the State of Delaware.

     

    6.
      If
      any
      provision of this Agreement is invalid or unenforceable, the balance
      of this Agreement shall remain in effect.

     

    7.
      This
      Agreement shall be binding upon and inure to the benefit of the
      parties and their respective successors and permitted assigns. Nothing in this
      Agreement
      shall create or be deemed to create any third party beneficiary rights in any
      person
      or
      entity not a party to this Agreement except as
      provided
      below. No assignment of
      this
      Agreement or of any rights or obligations hereunder may be made by either the
      Seller of the Purchaser (by operation of law or otherwise) without the prior
      written consent of the other parties hereto and any attempted assignment without
      the required consents shall be void.

     

    
      	 	 	 
	 	TITAN
              GLOBAL HOLDINGS INC.
	 
 	 
 	 
 
	 	By:  	/s/ David
              Marks,
	 	
              
David
              Marks
	 	Managing
              Member


    

    
       

        	 	 	 
	 	FARWELL
                EQUITY PARTNERS LLC.
	 
 	 
 	 
 
	 	By:  	/s/ David
                Marks,
	 	
                
David
                Marks,
	 	Managing
                Member


      

    

     

     

    
      
         

      

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