WAIVER
        AND AMENDMENT NO. 1

       

      TO

       

      CREDIT
        AND SECURITY AGREEMENT

       

      THIS
        WAIVER AND AMENDMENT NO. 1 (this “Amendment”) is entered into as of December 16,
        2005, by
        and
        among OBLIO TELECOM, INC., a Delaware corporation (“Oblio”), each of its direct
        and indirect subsidiaries signatory hereto (Oblio and each such subsidiary
        are
        referred to, individually and collectively, jointly and severally as the
        “Borrower”), TITAN
        GLOBAL HOLDINGS, INC
        (f/k/a
        Ventures- National Incorporated) (“Parent”), FARWELL EQUITY PARTNERS, LLC
        (“Farwell”) (Parent, Farwell and Borrower, each individually a “Credit Party”
        and collectively the “Credit Parties”) and CAPITALSOURCE FINANCE LLC, a Delaware
        limited liability company (the “Lender”).

       

      BACKGROUND

       

      Borrower
        and Lender entered into a Credit and Security Agreement dated as of
        August
        12, 2005 (as amended, restated, supplemented or otherwise modified from time
        to
        time, the “Loan Agreement”) pursuant to which Lender provided Borrower with
        certain financial accommodations.

       

      The
        Borrower has requested that Lender waive
        certain Events of Default that have occurred and make certain amendments
        to the
        Loan Agreement, and Lender is willing to do so on the terms and conditions
        hereafter set forth.

       

      NOW,
        THEREFORE, in consideration of any loan or advance or grant of credit heretofore
        or hereafter made to or for the account of Borrower by Lender, and for other
        good and valuable consideration, the receipt and sufficiency of which are
        hereby
        acknowledged, the parties hereto hereby agree as follows:

       

      1.  Definitions.
        All
        capitalized terms not otherwise defined herein shall have the meanings given
        to
        them in the Loan Agreement.

       

      2.  Acknowledgement.
        Credit Parties hereby affirm and acknowledge that (a) as of December 13,
        2005,
        there is presently due and owing to Lender the principal amounts of
        $2,860,142.93
        with
        respect to Revolving Facility, $
        4,375,000.01
        with
        respect to Term Loan A and $5,599,999.99
        with
        respect to Term Loan B, in each case together with interest (including, without
        limitation, interest at the Default Rate), costs, fees (including without
        limitation, the Non-Compliance Fee) and expenses (collectively, the “Amount”),
        (b) the Amount is due and owing without defense, offset or counterclaim
        of
        any kind or nature whatsoever, and (c) the Loan Documents are and
        shall
        continue to be legal, valid and binding obligations and agreements of Borrower
        enforceable in accordance with their respective terms.

       

      3.  Waiver.
        Subject to the satisfaction of conditions precedent set forth in Section
        6
        below, Lender hereby waives the Events of Default existing pursuant to (i)
        Section 8.1(c) of the Loan Agreement as a result of Borrower’s failure to comply
        (without giving effect to any amendments thereto in this Amendment No. 1)
        with
        Paragraph 1 of Annex 1 of the Loan Agreement as a result of Borrower’s failure
        to maintain the Minimum EBITDA required for the one month period ending
        September 30, 2005 and the two month period ending October 31, 2005, so long
        as
        Borrower’s EBITDA for such periods was not less than $470,000 and $340,000,
        respectively; (ii) Section 8.1(b) of the Loan Agreement as a result of
        Borrower’s failure to comply with Sections 5.4, 5.11, 5.18 and 5.20(b) of the
        Loan Agreement solely due to Borrower maintaining
        Inventory at locations in violation of the Loan Agreement and not disclosed
        to
        Lender,
        so
        long
        as each of the events giving rise to such Defaults are complied with not
        later
        than the Amendment No. 1 Effective Date
        and
        (iii) Section 8.1(c) of the Loan Agreement as a result of Borrower’s failure to
        comply with (x) Section 2.5 solely with respect to Borrower’s failure to ensure
        that all collections are delivered to the appropriate Lockbox Account, and
        (y)
        Sections 6.16, 7.8 and 7.10(b) of the Loan Agreement solely with respect
        to
        Borrower maintaining Inventory at locations in violation of the Loan Agreement
        and not disclosed to Lender, so long as each of the events giving rise to
        the
        foregoing Defaults are complied with not later than the Amendment No. 1
        Effective Date. Lender’s election not to exercise any rights or remedies with
        respect to the aforementioned Events of Default does not limit in any manner
        whatsoever Borrower’s obligation to comply with, and Lender’s right to insist on
        Borrower’s compliance with, each and every term of the Loan Agreement and the
        other Loan Documents, including without limitation, the aforementioned Sections
        in clauses (ii) and (iii) above, and such waivers shall not preclude the
        future
        exercise of any right, power, or privilege available to Lender whether under
        the
        Loan Agreement, the other Loan Documents or otherwise.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      4.  Amendment
        to Loan Agreement. Subject to satisfaction of the conditions precedent set
        forth
        in Section 6 below, the Loan Agreement is hereby amended as
        follows:

       

      (a)  The
        fifth
        sentence of Section 2.1(a) of the Loan Agreement is hereby amended in its
        entirety to read as follows:

       

      “Subject
        to the provisions of this Agreement, Borrower may request Advances under
        the
        Revolving Facility up to and including the value, in U.S. Dollars, of the
        Receivables Percentage of the Borrowing Base for Eligible Receivables minus,
        if
        applicable, amounts adjusted or reserved pursuant to this Agreement (such
        calculated amount being referred to herein as the “Availability”).”

       

      (b)  Section
        2.3 of the Loan Agreement is hereby amended by amending the first sentence
        thereof in its entirety to read as follows: 

       

      “Interest
        on outstanding Advances under the Revolving Facility shall be payable monthly
        in
        arrears on the first day of each calendar month at an annual rate of (i)
        the
        Prime
        Rate plus five percent (5%)
        during
        the period commencing on the Amendment No. 1 Effective Date and continuing
        through the later of (x) February 28, 2006 or (y) the repayment in full in
        cash
        of the Term Loan Facilities and (ii) the Prime Rate plus one percent (1%)
        at all
        other times, provided,
        however,
        that,
        notwithstanding any provision of any Loan Document, for the purpose of
        calculating interest hereunder, the Prime Rate shall be not less than six
        and
        one half percent (6.50%), in each case calculated on the basis of a 360-day
        year
        and for the actual number of calendar days elapsed in each interest calculation
        period.”

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (c)  Section
        2.5 of the Loan Agreement is hereby amended by amending the second sentence
        thereof in its entirety to read as follows:

       

      “Each
        Borrower shall ensure that all collections of Borrower’s Accounts and all other
        cash payments received by Borrower are paid and delivered directly from Account
        Debtors and other Persons into the appropriate Lockbox Account; provided,
        however,
        Account
        Debtors may send payments directly to Borrower (and not to the Lockbox Account)
        so long as (a) such collections and proceeds shall be held in trust by Borrower
        for the benefit of Lender, (b) Borrower immediately remits such collections
        and
        proceeds, in the form received, to the appropriate Lockbox Account, (c) on
        a
        daily basis, Borrower sends Lender (i) evidence of such deposit (on the date
        of
        such deposit) together with copies of the deposited checks or (ii) a notice
        that
        no deposits were made on such day. Whether or not there shall occur and be
        existing and Event of Default, Lender may, in its sole discretion, instruct
        Account Debtors to remit payments directly to the Lockbox Accounts and not
        Borrower.”

      


      (d)  Section
        2.7 of the Loan Agreement is hereby amended by amending the first sentence
        thereof in its entirety to read as follows:

       

      “Interest
        on the outstanding balance of Term Loan A shall be payable monthly in arrears
        on
        the first day of each calendar month at an annual rate of (i) the Prime Rate
        plus eight percent (8%) during the period commencing on the Amendment No.
        1
        Effective Date and continuing through the later of (x) February 28, 2006
        or (y)
        the repayment in full in cash of the Term Loan Facilities and (ii) the Prime
        Rate plus four percent (4%) at all other times, provided,
        however,
        that,
        notwithstanding any provision of any Loan Document, for the purpose of
        calculating interest hereunder, the Prime Rate shall be not less than six
        and
        one half percent (6.50%), in each case calculated on the basis of a 360-day
        year
        and for the actual number of calendar days elapsed in each interest calculation
        period.”

       

      (e)  Section
        2.8 of the Loan Agreement is hereby amended in its entirety and replaced
        with
        the following:

       

      “(a)
        Payment of principal (in addition to the interest payments in Section 2.7)
        and
        all other amounts outstanding under Term Loan A shall be payable in equal
        monthly installments of $208,333.33 each beginning October 1, 2005 and
        continuing on the first day of each month thereafter. 

       

      (b)
        The
        unpaid principal amount of Term Loan A and all other Obligations under Term
        Loan
        A shall be due and payable in full, if not earlier in accordance with this
        Agreement, on the earlier of (i) the occurrence of an Event of Default if
        required pursuant hereto or Lender’s demand upon an Event of Default, and (ii)
        February 28, 2006 (such earlier date being the “Term
        Loan A Maturity Date”).”

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (f)  Section
        2.10 of the Loan Agreement is hereby amended by amending the first sentence
        thereof in its entirety to read as follows:

       

      “Interest
        on the outstanding balance of Term Loan B shall be payable monthly in arrears
        on
        the first day of each calendar month at an annual rate of (i) the Prime Rate
        plus eight percent (8%) during the period commencing on the Amendment No.
        1
        Effective Date and continuing through the later of (x) February 28, 2006
        or (y)
        the repayment in full in cash of the Term Loan Facilities and (ii) the Prime
        Rate plus four percent (4%) at all other times, provided,
        however,
        that,
        notwithstanding any provision of any Loan Document, for the purpose of
        calculating interest hereunder, the Prime Rate shall be not less than six
        and
        one half percent (6.50%), in each case calculated on the basis of a 360-day
        year
        and for the actual number of calendar days elapsed in each interest calculation
        period.”

       

      (g)  Section
        2.11 of the Loan Agreement is hereby amended in its entirety and replaced
        with
        the following:

       

      “(a)
        Payment of principal (in addition to the interest payments in Section 2.10)
        and
        all other amounts outstanding under Term Loan B shall be payable in equal
        monthly installments of $266,666.67 each beginning October 1, 2005 and
        continuing on the first day of each month thereafter.

       

      (b)
        The
        unpaid principal amount of Term Loan B and all other Obligations under Term
        Loan
        B shall be due and payable in full, if not earlier in accordance with this
        Agreement, on the earlier of (i) the occurrence of an Event of Default if
        required pursuant hereto or Lender’s demand upon an Event of Default, and (ii)
        February 28, 2006 (such earlier date being the “Term
        Loan B Maturity Date”).”

       

      (h)  Section
        3.5 of the Loan Agreement is hereby amended in its entirety to read as follows:
        

       

      “Section
        3.5. Default
        Rate of Interest.
        Upon
        the occurrence and during the continuation of an Event of Default, the
        Applicable Rate of interest in effect at such time with respect to the
        Obligations shall be increased by (i) 0% if such Event of Default occurs
        at any
        time from the Amendment No. 1 Effective Date through and including February
        28,
        2006 and (ii) 4.0% per annum if such Event of Default occurs at any other
        time
        (the “Default
        Rate”).”

       

      (i)  The
        first
        sentence of Section 5.20(b) is hereby deleted in its entirety.

       

      (j)  Paragraphs
        1, 2 and 3 of Annex 1 to the Loan Agreement are hereby amended in their entirety
        to read as follows:

      
         

        
          	“1)  	
                  Minimum
                    EBITDA

                  Borrower
                    shall maintain for each period set forth below a minimum EBITDA
                    of not
                    less than the amount set forth below opposite such period and
                    for the Test
                    Period ending on each subsequent month thereafter in an amount
                    not less
                    than $5,170,000.

                


        

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      
        	
                Period:

                 

              	 	
                Minimum
                  EBITDA:

                 

              
	
                For
                  the three (3) month period ending November 30, 2005

                 

              	 	
                $1,150,000

                 

              
	
                For
                  the four (4) month period ending December 31, 2005

                 

              	 	
                $1,490,000

                 

              
	
                For
                  the five (5) month period ending January 31, 2006

                 

              	 	
                $1,830,000

                 

              
	
                For
                  the six (6) month period ending February 28, 2006

                 

              	 	
                $2,170,000

                 

              
	
                For
                  the seven (7) month period ending March 31, 2006

                 

              	 	
                $2,670,000

                 

              
	
                For
                  the eight (8) month period ending April 30, 2006

                 

              	 	
                $3,170,000

                 

              
	
                For
                  the nine (9) month period ending May 31, 2006

                 

              	 	
                $3,670,000

                 

              
	
                For
                  the ten (10) month period ending June 30, 2006

                 

              	 	
                $4,170,000

                 

              
	
                For
                  the eleven (11) month period ending July 31, 200

                 

              	 	
                $4,670,000

                 

              
	
                For
                  the twelve (12) month period ending August 31, 2006

                 

              	 	
                $5,170,000

                 

              


      

       

      
        	2)  	
                Fixed
                  Charge Coverage Ratio (EBITDA/Fixed
                  Charges)

              


      

      


      Borrower
        shall not permit the Fixed Charge Coverage for the Test Periods ending on
        the
        last day of the (i) fiscal quarter ending November 30, 2005 and February
        28,
        2006 to be less than 0.65 to 1 and (ii) fiscal quarters ending February 28,
        2006, May 31, 2006, August 31, 2006 and for the twelve month period ending
        November 30, 2006 and at the end of each month thereafter for the twelve
        months
        then ended to be less than 1.5:1.00. For the purposes of this covenant, Fixed
        Charges shall be reduced by the amount of net proceeds realized by Borrower
        from
        its Equity Raise (as defined in Section 6(a) of Amendment No. 1) to the extent
        such proceeds are applied to reduce the outstanding balance of the Term Loan
        Facilities.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	3)  	
                Minimum
                  Liquidity and Working Capital

              


      

      


      Borrower
        shall at all times have Available Cash on hand of not less than (i) $0 from
        the
        Amendment No. 1 Effective Date through February 28, 2006 and (ii) $500,000
        at
        all other times (the amount in (i) and (ii) above, the “Required Liquidity
        Amount”); provided,
        however,
        that
        payments made by or on behalf of Borrower prior to Closing, including without
        limitation, commitment fees paid to Lender and all out of pocket expenses
        in
        connection with this transaction (for the avoidance of doubt, such amounts
        shall
        include $150,000 paid by Farwell with respect to the Commitment Fee and $100,000
        paid by Farwell for expenses incurred in connection with the Closing) will
        reduce such Available Cash requirement on a dollar for dollar basis;
provided, further,
        that if
        Available Cash on hand is less than the Required Liquidity Amount at any
        time,
        Borrower shall be required to raise additional equity in an amount sufficient
        to
        restore Available Cash in the amount of the Required Liquidity Amount by
        not
        later than ten (10) calendar days after the occurrence of such breach and
        otherwise pursuant to documentation and terms satisfactory to
        Lender.”

       

      (k)  Annex
        1
        of the Loan Agreement is hereby further amended by amending the following
        defined terms in its entirety to read as follows:

       

      “Test
        Period”
        shall
        mean the twelve most recent calendar months then ended (taken as one accounting
        period), or such other period as specified in the Agreement or any Annex
        thereto; provided that for (i) the Test Period ended November 30, 2005 shall
        mean the three month period then ended, (ii) the Test Period ended December
        31,
        2005 shall mean the four month period then ended, (iii) the Test Period ended
        January 31, 2006 shall mean the five month period then ended, (iv) the
        Test
        Period ended February 28, 2006 shall mean the six month period then ended,
        (v)
        the
        Test Period ended March 31, 2006 shall mean the seven month period then ended,
        (vi) the Test Period ended April 30, 2006 shall mean the eight month period
        then
        ended, (vii) the Test Period ended May 31, 2006 shall mean the nine month
        period
        then ended, (viii) the Test Period ended June 30, 2006 shall mean the ten
        month
        period then ended, (ix) the Test Period ended July 31, 2006 shall mean the
        eleven month period then ended, and (x) the Test Period ended August 31,
        2006
        shall mean the twelve month period then ended.

       

      “Non-Compliance
        Fee”
        shall
        mean a daily fee payable by Borrower equal to (x) $0 at any time from the
        Amendment No. 1 Effective Date through and including February 28, 2006 and
        (y)
        after February 28, 2006, the greater of (i) $500, or (ii) five one-hundredths
        of
        one percent (0.05%) of the outstanding principal balance of the Obligations
        as
        of any date of determination. 

       

      (l)  Appendix
        A to the Loan Agreement is hereby amended by inserting the following defined
        terms in their appropriate alphabetical order to read in their entirety as
        follows:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Amendment
        No. 1”
        shall
        mean Waiver and Amendment No. 1 to Credit and Security Agreement dated as
        of
        December 13, 2005.

       

      “Amendment
        No. 1 Effective Date”
        shall
        mean December 13, 2005.

       

      (m)  Appendix
        A to the Loan Agreement is hereby amended by deleting the defined terms
“Borrowing Base for Eligible Inventory”, “Eligible Inventory” and “Inventory
        Percentage”.

       

      (n)  Schedules
        5.4 and 5.11 to the Loan Agreement are hereby amended in their entirety to
        read
        as provided in Schedules 5.4 and 5.11 attached to Amendment No. 1.

       

      5.  Intellectual
        Property Amendment.
        Schedule C to the Intellectual Property Security Agreement, dated as of the
        Closing Date between Oblio and Lender, and Schedule 5.11 of the Loan Agreement
        are hereby amended by inserting the following trademarks:

      
         

        
          	
                  Trademark

                	 	 
	
                  Mark

                	
                  Registration
                    Number

                	
                  Registered
                    Owner

                
	
                  BRAVO!

                	
                  2802973

                	
                  Oblio
                    Telecom, Inc.

                
	 	 	 
	
                  Pending

                	 	 
	
                  Marks

                	
                  Serial
                    Number

                	
                  Registered
                    Owner

                
	
                  SOLO

                	
                  78725114

                	
                  Oblio
                    Telecom, Inc.

                
	
                  SMART
                    1

                	
                  76314895

                	
                  Oblio
                    Telecom, Inc.

                


        

         

      

      6.  Conditions
        of Effectiveness.
        This
        Amendment shall become effective upon Lender’s receipt of the following items in
        form and substance satisfactory to Lender and its counsel:

       

      (a)  four
        (4)
        copies of this Amendment duly executed by Credit Parties;

       

      (b)  an
        amendment fee (“Amendment No.1 Fee”) equal to 0.25% of the sum of the Facility
        Cap plus the outstanding principal balance of the Term Loan Facilities, which
        Amendment No.1 Fee shall be earned in full on the Amendment No. 1 Effective
        Date
        and payable on the earlier to occur (x) the occurrence of an Event of Default
        and (y) February 28, 2006;

       

      (c)  the
        accrued Non-Compliance Fee in the sum of $228,420.04 for the period commencing
        November 9, 2005 and continuing until the Amendment No. 1 Effective Date,
        which
        fee shall be earned in full on the Amendment No. 1 Effective Date and payable
        on
        the earlier to occur (x) the occurrence of an Event of Default and (y) February
        28, 2006;

       

      (d)  Borrower
        shall pay all costs, fees and expenses of Lender (including the reasonable
        costs, fees and expenses of Lender’s in-house and outside counsel, consultants
        and appraisers) incurred by Lender in connection with the negotiation,
        preparation and closing of this Amendment No. 1, including, without limitation,
        the costs (x) of that certain Inventory appraisal prepared by NASSI Group
        and
        (y) incurred in connection with the due
        diligence services of Capstone Advisory Group, LLC, including its
        services with
        respect to the historical performance and prospective business plans of the
        Borrower;
        and

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (e)  such
        other certificates, instruments, documents and agreements as may be required
        by
        Lender or its counsel.

       

      7.  Additional
        Covenants.

       

      (a)  By
        not
        later than February 28, 2006, Credit Parties shall take all steps necessary
        and
        appropriate to raise additional equity in an amount sufficient to repay in
        full
        in cash the outstanding amount of the Term Loan Facilities (the “Equity Raise”).
        By not later than January 9, 2006, Credit Parties shall have obtained a
bona fide
        signed
        letter of intent or proposal letter with respect to the Equity Raise from
        a
        third party financial institution or investor acceptable to Lender in its
        Permitted Discretion and containing terms and conditions acceptable to Lender
        in
        its Permitted Discretion. Credit Parties acknowledges and agrees that the
        Equity
        Raise is consistent with the sound exercise of Borrower’s fiduciary duties based
        upon each Credit Party’s current business operations and financial condition,
        and in furtherance thereof, Credit Parties shall consummate the Equity Raise
        if
        a bona fide
        offer
        therefor acceptable to Lender in its Permitted Discretion is obtained from
        a
        third party financial institution or investor acceptable to Lender in its
        Permitted Discretion. 

       

      (b)  By
        no
        later than January 15, 2006, the stock of Thomas Equipment, Inc. will be
        traded
        on the American Stock Exchange.

       

      (c)  In
        the
        event the outstanding balance of the Term Loan Facilities is not repaid in
        full
        in cash by February 28, 2006, Borrower shall pay a daily fee, in addition
        to all
        other interest, fees and charges payable pursuant to the Loan Agreement,
        equal
        to five one-hundredths of one percent (0.05%) of the outstanding principal
        balance of the sum of Term Loan A and Term Loan B as of any date of
        determination from the Amendment No. 1 Effective Date through and including
        February 28, 2006.

       

      8.  Representations
        and Warranties. Each
        Credit Party hereby represents and warrants as follows:

       

      (a)  This
        Amendment and the Loan Agreement, as amended hereby, constitute legal, valid
        and
        binding obligations of Credit Parties and are enforceable against Credit
        Parties
        in accordance with their respective terms.

       

      (b)  Upon
        the
        effectiveness of this Amendment, each Credit Party hereby reaffirms all
        covenants, representations and warranties made in the Loan Agreement and
        the
        other Loan Documents to which it is a party to the extent the same are not
        amended hereby and agree that all such covenants, representations and warranties
        shall be deemed to have been remade as of the effective date of this
        Amendment.

       

      (c)  Except
        as
        otherwise provided herein, no Event of Default or Default has occurred and
        is
        continuing or would exist after giving effect to this Amendment.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (d)  No
        Credit
        Party has any defense, counterclaim or offset with respect to the Loan Agreement
        or any other Loan Document to which it is a party.

       

      9.  Effect
        on the Loan Agreement.

       

      (a)  Upon
        the
        effectiveness of Sections
        4 and 5
        hereof,
        each reference in the Loan Agreement or any other Loan Document to “this
        Agreement,”“hereunder,”“hereof,”“herein” or words of like import shall mean and
        be a reference to the Loan Agreement or the applicable Loan Documents as
        amended
        hereby.

       

      (b)  Except
        as
        specifically amended herein, the Loan Documents, shall remain in full force
        and
        effect, and are hereby ratified and confirmed.

       

      (c)  Except
        as
        provided herein, the execution, delivery and effectiveness of this Amendment
        shall not operate as a waiver of any right, power or remedy of Lender, nor
        constitute a waiver of any provision of the Loan Agreement, or any other
        Loan
        Documents.

       

      10.  Governing
        Law.
        This
        Amendment shall be governed by and construed in accordance with the internal
        laws
        of
        the State of Maryland without giving effect to its choice of law provisions.
        Any
        judicial proceeding against Borrower with respect to the Obligations, any
        Loan
        Document (including this Amendment) or any related agreement may be brought
        in
        any federal or state court of competent jurisdiction located in the State
        of
        Maryland. Any judicial proceedings against Lender involving, directly or
        indirectly, the Obligations, any Loan Document or any related agreement shall
        be
        brought only in a federal or state court located in the State of Maryland.
        All
        parties acknowledge that they participated in the negotiation and drafting
        of
        this Agreement with the assistance of counsel and that, accordingly, no party
        shall move or petition a court construing this Agreement to construe it more
        stringently against one party than against any other.

       

      11.  Headings.
        Section headings in this Amendment are included herein for convenience of
        reference only and shall not constitute a part of this Amendment for any
        other
        purpose.

       

      12.  Release.
        Each Credit Party hereby releases, remises, acquits and forever discharges
        Lender and its employees, agents, representatives, consultants, attorneys,
        fiduciaries, servants, officers, directors, members, managers, partners,
        predecessors, successors and assigns, subsidiary corporations, parent
        corporations, affiliates and related corporate divisions (all of the foregoing
        hereinafter called the “Released Parties”), from any and all actions and causes
        of action, judgments, executions, suits, debts, claims, demands, Obligations,
        obligations, damages and expenses of any and every character, known or unknown,
        direct and/or indirect, at law or in equity, of whatsoever kind or nature,
        for
        or because of any matter or things done, omitted or suffered to be done by
        any
        of the Released Parties prior to and including the date of execution hereof,
        and
        in any way directly or indirectly arising out of or in any way connected
        to (i)
        this Amendment, the Loan Agreement and the other Loan Documents, or (ii)
        any
        matter related to the foregoing (all of the foregoing hereinafter called
        the
“Released Matters”). Each Credit Party acknowledges that the agreements in this
        Section are intended to be in full satisfaction of all or any alleged injuries
        or damages arising in connection with the Released Matters.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      13.  Expenses.
        Credit Parties shall pay all reasonable costs, fees and expenses of Lender
        (including the reasonable costs, fees and expenses of Lender’s in-house and
        outside counsel, consultants and appraisers (including, without limitation,
        that
        certain appraisal of Borrower’s inventory prepared or being prepared by NASSI
        Group and all expenses of Capstone Advisory Group, LLC)) incurred by Lender
        from
        and after the date of this Amendment in connection with the administration
        and
        enforcement of this Amendment. Each Credit Party further agrees that Advances
        under the Revolving Facility may be made automatically by the Lenders for
        the
        payment of costs, fees and expenses of Lender (including the reasonable costs,
        fees and expenses of Lender’s in-house and outside counsel, consultants and
        appraisers).

       

      14.  Management
        Fees. Each Credit Party represents and acknowledges that Borrower has not
        paid
        and neither Parent, Farwell nor any of their respective Affiliates have received
        any management or services fee (“Distribution”) from any Borrower, whether under
        a management services agreement or otherwise. Should any Distribution, in
        respect of management or service fees, be collected or received by Parent,
        Farwell or any of their respective Affiliates from Borrower prior to the
        payment
        in full in cash of the Obligations and the termination of the Loan Agreement,
        then Parent, Farwell or such Affiliate shall forthwith deliver, or cause
        to be
        delivered, the same to Lender in precisely the form held by Parent, Farwell
        or
        such Affiliate (except for any necessary endorsement) and until so delivered,
        the same shall be held in trust by Parent, Farwell or any such Affiliate,
        as the
        property of Lender and shall not be commingled with other property of the
        Parent, Farwell or any such Affiliate.

       

      15.  Counterparts;
        Facsimile. This Amendment may be executed by the parties hereto in one or
        more
        counterparts, each of which shall be deemed an original and all of which
        when
        taken together shall constitute one and the same agreement. Any signature
        delivered by a party by facsimile transmission shall be deemed to be an original
        signature hereto.

      


       

      [SIGNATURE
        PAGE FOLLOWS]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, each of the parties has duly executed this Amendment No.
        1 as
        of the date first written above.

       

      
        	 	 	 
	 	CAPITALSOURCE
                FINANCE LLC
	 	 
	 	 
	 	By:  	/s/ Stephen
                M. Klein
	
              	Name:	
                
Stephen
                M. Klein
	 	Its:	Managing Director
	 	 	 
	 	 	 
	 	OBLIO
                TELECOM,
                INC.
	 	 	 
	 	 	 
	 	By:	/s/
                Daniel Guimond
	 	
                   

                Name:

              	
                
Daniel
                Guimond
	 	Its:	Chief
                Financial Officer
	 	 	 
	 	 	 
	 	PINLESS,
                INC.
	 	 	 
	 	 	 
	 	By:	/s/ Daniel Guimond
	 	
                   

                Name:

              	
                
Daniel
                Guimond
	 	Its:	Chief Financial
                Officer


      

      
      

      
      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ACKNOWLEDGED
        AND AGREED:

       

       

      TITAN
        GLOBAL HOLDINGS, INC.

       

      


      By:
        /s/
        David M. Marks

      
        
          

        
Name:
        David M. Marks

      Title:
        Chairman

      


      FARWELL
        EQUITY PARTNERS, LLC

      


      


      By:
        /s/
        David M. Marks

      
        
Name:
        David M. Marks

      Its:
        Managing Member