Unassociated Document


    RESCISSION
      OF STOCK PURCHASE AGREEMENT

     

    RESCISSION
      OF STOCK PURCHASE AGREEMENT, dated as of August 12, 2005
      (the
      "Original Agreement"), between Titan Global Holdings, Inc. (f/k/a Ventures
      National Incorporated),
      a corporation existing under the laws of the State of Utah (the "Purchaser"),
      and Farwell
      Equity Partners LLC, a Delaware limited liability company (the
      "Seller").

     

    WITNESSETH:

    


    WHEREAS,
      the Purchaser and the Seller entered into the Original Agreement on August
      12, 2005 ("Original Closing Date"), pursuant to which the Seller sold 1,000
      shares of common
      stock, par value $0.01 (the "Shares"), of Oblio Telecom, Inc., a corporation
      existing under
      the
      laws of the State of Delaware, in exchange for 66,000,000 shares of common
      stock, par value
      $.001 par value of the Purchaser;

     

    WHEREAS,
      due to mutual mistake concerning the effect arising from the Original
      Agreement and the underlying transaction, the Seller,and the Purchaser wish
      to
      rescind the
      Original Agreement, retroactive nunc pro tuns, and effective as of the Original
      Closing Date;

     

    WHEREAS,
      the parties wish to be restored to the status quo ante and the relative
positions
      that they would have occupied had no contract been made;

     

    WHEREAS,
      the parties wish to achieve this restoration within the taxable year of
the
      transaction;

     

    WHEREAS,
      because the Seller does not wish to work a hardship on the shareholders of
      the
      Purchaser whom have contemplated that Purchaser has and will own 1,000 shares
      of
      Oblio Telecom, Inc.,

     

    NOW,
      THEREFORE, in consideration of these recitals, the Original Agreement
is
      hereby
      rescinded and abrogated. This Rescission shall be effected, on or before
      December 31, 2005,
      as
      follows:

     

    1.
      Seller
      shall return to Purchaser the subject 66,000,000 shares of Purchaser,

    


    2.Purchaser
      shall return to Seller the subject 1,000 shares of Oblio Telecom,
      Inc.;

     

    3.
      Seller
      shall make, for no consideration, a capital contribution to Purchaser of
the
      subject 1,000 shares of Oblio Telecom, Inc;

     

    4.
      The
      stock return and capital contribution reflected in 2. and 3. above may
occur
      constructively.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Further
      Assurances.

     

    The
      Seller and the Purchaser 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.

     

    Submission
      to Jurisdiction; Consent to Service of Process.

     

    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 Rescission 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, or
      proceeding related
      thereto may be heard and determined in such courts. The parties hereby
      irrevocably waive,
      to
      the fullest extent permitted by applicable Law, any objection that 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. 

    


    Entire
      Agreement; Amendments and Waivers.

    


    This
      Rescission (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 Rescission signed
      by the party against whom enforcement of any such amendment, supplement,
      modification or waiver is sought. No action taken
      pursuant to this Rescission, 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 Rescission 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
      exercising, 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.

     

    Governing
      Law.

     

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

    


    Severability.

    


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

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    Binding
      Effect; Assignment.

    


    This
      Rescission shall be binding upon and inure to the benefit of the parties and
      their
      respective successors and permitted assigns. Nothing in this Rescission shall
      create or be deemed
      to
      create any third party beneficiary rights in any person or entity not a party
      to
      this Rescission
      except as provided below. No
      assignment of this Rescission or of any rights or obligations
      hereunder may be made by either the Seller or 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.
	 
 	 
 	 
 
	Date: 12/30/05	By:  	/s/ David
              Marks,
	 	
              
 David
              Marks
	 	Chairman 


    

    
      	 	 	 
	 	FARWELL
              EQUITY PARTNERS LLC. 
	 
 	 
 	 
 
	Date: 12/30/05	By:  	/s/ David
              Marks,
	 	
              
David
              Marks,
	 	Managing
              Member


    

     

    
      
         

      

        3