SETTLEMENT
        AGREEMENT AND RELEASE OF CLAIMS

       

           This
        SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS (the “Agreement”)
        is
        entered into by and between Oblio Telecom, Inc. (“Oblio”)
        and
        Sprint Communications Company, L.P. (“Sprint”)
        (collectively, the “Parties”).
        

       

      
        RECITALS:

         

             The
          following introductory provisions are true and correct and form the basis
          of
          this Agreement: 

      

       

           A.
        Oblio
        is engaged in the creation, marketing, and distribution of prepaid telephone
        products for the wireline and wireless markets, and other related activities.
        Sprint is engaged in the business of providing local voice and long distance
        telephone services.

       

           B.
        In
        October 2005, Oblio approached Sprint and proposed the development of a
        relationship whereby Sprint and Oblio would work together to market and sell
        pre-paid long distance calling cards. 

       

           C.
        On
        November 17, 2005, after significant negotiations, the Parties entered into
        a
        contract entitled “Sprint
        Prepaid PIN Distribution Agreement”
        (the
“Distribution
        Contract”).
        Pursuant to the Distribution Contract, Sprint would sell to Oblio prepaid
        PINs
        placed on calling cards that would allow the end user to place telephone
        calls
        on Sprint’s
        long
        distance network. Oblio would in turn sell the prepaid calling cards to its
        distributors, independent representatives and retail customers. 

       

           D.
        In
        February 2007, the Parties entered into a second contract titled Sprint
        Wholesale Prepaid PINs Agreement (the “Wholesale
        Agreement”)
        which
        was intended to supersede the Distribution Agreement. Pursuant to the Wholesale
        Agreement, Sprint would continue to sell to Oblio PINs placed on calling
        cards
        that would allow the end user to place long distance telephone calls on
        Sprint’s
        network. Oblio would then sell the prepaid calling cards to its distributors,
        independent representatives, and retail customers.

       

           E.
        In
        March, 2007, the Parties entered into a Settlement and Release Agreement
        regarding certain funds paid into the Universal Service Fund (“USF”)
        by
        Sprint between January 2006 and December 2006 (the “USF
        Settlement Agreement”).
        Sprint
        paid Oblio $1,908,889.00 in or about March, 2007 pursuant to the USF Settlement
        Agreement. The amount that remains due to Oblio under the USF Settlement
        Agreement has not been calculated to date. 

       

           F.
        In
        April 2007, Sprint proposed increases in prepaid calling card rates to Oblio.
        Oblio contends that the proposed new rates are a breach of the Wholesale
        Agreement and were not contemplated by the Parties at the time the Wholesale
        Agreement was entered into. Sprint denies all aspects of Oblio’s
        claims.

       

      
        
          
          

        

        
          -1-

          
            

          

        

        
          
          

        

      

       

           G.
        On May
        11, 2007, Oblio filed a lawsuit against Sprint styled Oblio Telecom, Inc.
        v.
        Sprint Communications Company, L.P. in the United States District Court for
        the
        Northern District of Texas (the “Lawsuit”).
        Sprint
        expressly denies all claims made by Oblio in the Lawsuit. 

       

       

           H.
        The
        Parties agree that Oblio currently owes an outstanding balance to Sprint
        in the
        amount of $15,201,711.23 for prepaid PINs purchased by Oblio under the Wholesale
        Agreement (hereinafter referred to as the “Oblio
        Debt”).
        

       

      
         I.
          Oblio
          contends that it is entitled to credits against the Oblio Debt for:


      

       

       (1)
        any USF charges embedded in the amounts charged by Sprint to Oblio in 2007
        calculated
        in the same manner as provided in the USF Settlement Agreement (the “2007
        USF
        Claim”);
        and


       

           (2)
        the
        unused portion of a one-half percent (0.50%) marketing allowance under the
        Distribution Agreement and Wholesale Agreement to compensate for expenses
        relating to Oblio’s
        marketing of Sprint products (the “Marketing
        Expense Claim”).
        Sprint
        denies these contentions. 

       

           J.
        The
        Parties now desire to fully and finally settle, upon the terms set forth
        herein,
        all pending or current disputes and controversies between them arising out
        of
        all dealings prior to the date of this Agreement, and including without
        limitation the Lawsuit, in order to avoid the cost, inconvenience and
        uncertainty of litigation. 

       

           NOW
        THEREFORE, Oblio
        and
        Sprint, upon the terms and for the consideration set forth herein and other
        good
        and valuable consideration, the receipt and legal sufficiency of which is
        hereby
        acknowledged, contract and agree as follows: 

       

       1. 
           PAYMENT
        OF THE OBLIO DEBT

       

      (a)
        Cash
        Payment.

       

           Oblio
        agrees to pay Sprint $4,500,000.00 in cash as follows: (i) Oblio will pay
        Sprint
        $500,000.00 on or before May 31, 2007; (ii) Oblio will pay Sprint an additional
        $750,000.00 on the last business day of each month from June 2007 until August,
        2007; and (iii) Oblio will pay Sprint the remaining $1,750,000.00, less the
        amount of the USF Settlement Credit as provided in Paragraph 1(d) below,
        on or
        before September 30, 2007. Payment shall be made by wire transfer to the
        account
        of Sprint Communications Company, L.P. at 6500 Sprint Parkway, HL-5ASTX,
        Overland Park, Kansas 66251. 

       

      
        (b)
          Product Return. 

      

       

           The
        Parties agree that the wholesale value of the unused prepaid calling cards
        bearing an active Sprint PIN provided by Sprint under the Wholesale Agreement
        is
        $4,587,500.00 as of May 22, 2007. Oblio currently has in its possession unused
        prepaid calling cards bearing an active
        Sprint PIN that have a total wholesale value of $587,500.00, which were obtained
        by Oblio pursuant to the Wholesale Agreement (the “Oblio
        Cards”).
        Within
        thirty (30) days of the Effective Date of this Agreement, Oblio will return
        the
        Oblio Cards to Sprint for deactivation in exchange for a $587,500.00 credit
        towards the remaining Oblio Debt. 

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

       

           Oblio
        agrees to use its best efforts to recover the remaining unused prepaid calling
        cards bearing an active Sprint PIN that have been obtained by Oblio pursuant
        to
        the Wholesale Agreement and sold to its vendors (the “Vendor
        Cards”),
        and to
        return all such recovered Vendor Cards to Sprint for deactivation. Sprint
        agrees
        to credit the Oblio Debt for 115% of the wholesale value of each Vendor Card
        returned to Sprint within thirty (30) days of the Effective Date of this
        Agreement (the “Vendor
        Card Credits”).
        Sprint
        agrees to cooperate with Oblio and to provide reasonable assistance in
        Oblio’s
        efforts
        to recover Vendor Cards. Within thirty (30) days of the Effective Date of
        this
        Agreement, Oblio and Sprint shall use their best efforts to agree on the
        method
        and details for the redirection of unused Sprint PINs to the Starttalk, Inc.
        (“Starttalk”)
        network. In the event that the Parties mutually agree to such redirection,
        the
        wholesale value of the amount of the unused Sprint PINs that are redirected
        to
        Starttalk’s
        network
        shall be credited on a dollar-for-dollar basis (the “Unused
        Value Credits”).
        Oblio
        agrees to pay Sprint an additional $4,000,000.00 of the remaining Oblio Debt
        by
        Vendor Card Credits, Unused Value Credits, or cash, on or before September
        30,
        2007. To the extent that the Unused Value Credits and the Vendor Card Credits
        exceed $4,000,000.00, any excess shall be applied to Oblio’s
        September 30, 2007 payment obligation in Paragraph 1(a)(iii) above. Within
        two
        (2) days of the Effective Date of this Agreement, Sprint shall provide Oblio
        with an updated and detailed report listing all active and unused and partially
        unused Sprint PINs provided to Oblio. 

       

      (c)
        Execution of New International Wholesale Agreement.

       

           Contemporaneous
        with the execution of this Agreement, Starttalk will execute a standard
        wholesale wireline agreement with a take-or-pay, 12-month minimum commitment
        of
        $50,000,000.00 for termination of long distance traffic over the Sprint network,
        substantially in the form attached hereto as Exhibit A. 

       

      
        (d)
          USF
          Settlement Agreement Credit 

      

       

           On
        or
        before September 1, 2007, Sprint will determine the additional amount due
        to
        Oblio under the USF Settlement Agreement for 2006, and will notify Oblio
        of that
        determination. Sprint will thereafter credit that amount towards the cash
        payment due to Sprint under Paragraph 1(a) of this Agreement, provided that
        Oblio has timely made all payments required by Paragraph 1(a) due prior to
        September 1, 2007 (the “USF
        Settlement Credit”).
        Accordingly, if Oblio timely makes the payments required by Paragraph 1(a)(i)
        and (ii) of this Agreement as required by those paragraphs, Oblio may reduce
        the
        $1,750,000.00 payment due on September 30, 2007 pursuant to Paragraph 1(a)(iii)
        of this Agreement by the USF Settlement Credit, without prejudice to
        Oblio’s
        right
        to challenge Sprint’s
        determination as to the amount of such credit. 

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

      
         

        (e)
          Debt
          Forgiveness. 

      

       

       Except
        for the Oblio payment obligations identified in Paragraphs 1(a) -
        1(c)
        above, Sprint forgives the remaining Oblio Debt immediately upon execution
        of
        this Agreement. 

      
         

         2.     
          CONTINUING
          OBLIGATIONS 

         

        
           (a)
            Sprint agrees that it will continue to honor all prepaid calling cards
            bearing  

        

      

       

      Sprint
        PINs activated prior to 1:00 pm (CST) Thursday, April 19, 2007 under the
        Wholesale Agreement, except the Oblio Cards and the Vendor Cards returned
        by
        Oblio to Sprint for credit and deactivation. Oblio shall not deactivate any
        Sprint PINs without Sprint’s
        consent. 

       

           (b)
        The
        Parties agree that the indemnification provisions of Paragraph 9 and the
        confidentiality provisions of Paragraph 11 of the Wholesale Agreement shall
        survive this Agreement and remain effective for matters arising from or related
        to the Parties’
        performance under the Wholesale Agreement. 

       

           (c)
        Except as provided in this Agreement, the Parties shall have no further
        obligations under the Wholesale Agreement. 

       

           (d)
        The
        Parties agree that the USF Settlement Agreement shall survive and remain
        effective notwithstanding any provision in this Agreement. 

       

       3.     MUTUAL
        RELEASE OF ALL CLAIMS 

       

      
         (a)
          Except as provided in this Agreement, Oblio, on behalf of itself, and
          its past,
          present and future affiliates, representatives, agents and assigns, hereby
          fully, finally and completely releases, and forever discharges and acquits
          Sprint and its past, present, and future successors, affiliates,
          representatives, executors, administrators, officers, directors, shareholders,
          partners, servants, attorneys, employees, agents, purchasers, assigns and
          insurers, of and from any and all past, present or potential rights, demands,
          claims, obligations, actions, causes of action, suits and controversies,
          demands, damages and expenses, in contract or in tort, at law or in equity,
          known or unknown, suspected or unsuspected, including all claims, asserted
          or
          unasserted, that Oblio has or may have against Sprint for negligence; gross
          negligence; negligence per se; recklessness; wanton disregard;
          misrepresentation; fraud; violation of any federal, state, or local statute
          or
          law; violation of any common law; out of pocket expenses; past and future
          loss
          of earnings or earning capacity; attorney’s
          fees;
          exemplary damages; breach of contract; breach of the duty of good faith
          and fair
          dealing; breach of warranty; breach of expressed contract; breach of implied
          contract; intentional and/or negligent misrepresentations; violation of
          the
          Texas Deceptive Trade Practices Act; violation of the Texas Insurance Code;
          violation of the Federal Communications Act; violation of any other federal,
          state, or local statute or law; and all other claims relating to the pending
          or
          current disputes and controversies between the parties arising from the
          Wholesale Agreement or the Distribution Agreement, including without limitation
          all claims alleged, or that could have been alleged, in the
          Lawsuit.

      

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

       

           (b)
        Except as provided in this Agreement, Sprint, on behalf of itself, and its
        past,
        present and future affiliates, representatives, agents and assigns, hereby
        fully, finally and completely releases, and forever discharges and acquits
        Oblio
        and its past, present, and future successors, affiliates, representatives,
        executors, administrators, officers, directors, shareholders, partners,
        servants, attorneys, employees, agents, purchasers, assigns and insurers,
        of and
        from any and all past, present or potential rights, demands, claims,
        obligations, actions, causes of action, suits and controversies, demands,
        damages and expenses, in contract or in tort, at law or in equity, known
        or
        unknown, suspected or unsuspected, including all claims, asserted or unasserted,
        that Sprint has or may have against Oblio for negligence; gross negligence;
        negligence per se; recklessness; wanton disregard; misrepresentation; fraud;
        violation of any federal, state, or local statute or law; violation of any
        common law; out of pocket expenses; past and future loss of earnings or earning
        capacity; attorneys fees; exemplary damages; breach of contract; breach of
        the
        duty of good faith and fair dealing; breach of warranty; breach of expressed
        contract; breach of implied contract; intentional and/or negligent
        misrepresentations; violation of the Texas Deceptive Trade Practices Act;
        violation of the Texas Insurance Code; violation of the Federal Communications
        Act; violation of any other federal, state, or local statute or law; and
        all
        other claims arising out of or related to the Wholesale Agreement or the
        Distribution Agreement and/or any and all prior dealings between the Parties
        as
        of the Effective Date hereof, of any type or character. 

       

      
         4.    
           DISMISSAL
          OF THE LAWSUIT 

      

       

       Immediately
        upon execution of the Agreement, Oblio will take any and all actions to cause
        the Lawsuit to be dismissed with prejudice. Oblio agrees to file appropriate
        dismissal papers within five (5) days of the effective date of the Agreement.
        

       

      
         5.     
          SOLE
          OWNERS OF CLAIMS 

      

       

           The
        Parties represent and warrant that they are the only persons who are entitled
        to
        any recovery for any cause whatsoever for damages, expenses, or losses incurred
        as a result of the circumstances that are the basis of this Agreement.


       

           The
        Parties represent and warrant that they have not assigned or transferred
        all or
        part of the claims, demands, actions, or causes of action arising from or
        in any
        way relating to the circumstances and conditions that are the basis of this
        action, to any person, firm, or corporation. 

       

           The
        Parties represent and warrant that they are the full and sole owners of the
        claims, demands, actions, or causes of action arising from or in any way
        relating to the circumstances and conditions that are the basis of this
        Agreement. 

       

      
         
          6.     TERMS 

      

       

           The
        Parties agree that the releases and agreements set forth herein are good,
        valuable and valid consideration for this Agreement, failure of which shall
        constitute a breach of this Agreement for which damages and specific performance
        may be sought. Time is of the essence. 

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

       

         7.    
           NO
          ADMISSIONS

         

      

           It
        is
        expressly understood and agreed that the Parties have entered into this
        Agreement to settle the disputes and controversies referenced herein and
        the
        Parties do not admit liability of any type for any claim asserted or which
        could
        have been asserted, but instead each deny any and all liability on each and
        every claim which has been or which could have been asserted. The purpose
        of
        this Agreement is to avoid the risks, costs, and burdens of further litigation
        and is an alternative means of resolving the differences between the Parties.
        To
        that end, this Agreement shall not be admissible in any judicial, administrative
        or other proceeding or cause of action as an admission of liability by the
        Parties hereto. 

      
         

         8.     
          ENTIRE
          AGREEMENT 

         

        
           (a)
            This Agreement contains the entire agreement among the Parties
            relating to
            the
            pending or current disputes and controversies between the parties arising
            from
            the Wholesale Agreement. This Agreement supersedes any and all other
            negotiations, representations, understandings and agreements relating
            to those
            disputes and controversies, including without limitation the Wholesale
            Agreement. All prior and contemporaneous negotiations, understandings
            and
            agreements between the Parties relating to those disputes and controversies
            are
            deemed abandoned and waived to the extent that they are not stated in
            this
            Agreement. Except for the specific obligations identified in, or arising
            out, of
            this Agreement, the Parties shall have no further responsibilities or
            obligations under the Wholesale Agreement. However, nothing in this Agreement
            (including but not limited to this Paragraph 8 and Paragraph 3 above)
            shall be
            deemed a waiver, cancellation, or release of either Party’s
            rights
            and obligations under the USF Settlement Agreement, Oblio’s
            2007
            USF Claim, or Oblio’s
            Marketing Expense Claim, all such rights being expressly
            reserved.

        

      

       

          
        (b)
        This
        Agreement may be amended only by a written agreement signed by each party,
        and a
        breach of this Agreement may be waived only by a written waiver signed by
        the
        party granting the waiver. The waiver of any breach of this Agreement shall
        not
        operate or be construed as a waiver of any other similar, prior or subsequent
        breach of this Agreement. 

       

       9.    
         REPRESENTATIONS
        AND WARRANTIES

       

           As
        a
        material inducement to enter into this Agreement, each party represents and
        warrants that at the signing of this Agreement and delivery of any documents
        hereunder: 

       

      
        	
                 (a) 
                      

              	
                it
                  has been fully informed of the terms and conditions of this Agreement
                  and
                  has done all investigation deemed necessary prior to
                  execution; 

              
	
                 

              
	
                 (b) 
                      

              	
                no
                  threat, promise or representation of any kind has been made to
                  it by any
                  other party hereto or anyone acting on behalf of any party hereto,
                  except
                  as is expressly stated in this Agreement; 

              
	
                 

              
	
                 (c) 
                      

              	
                it
                  has been represented by counsel of its choosing in connection with
                  the
                  negotiations and execution of the Agreement; 

              
	
                 

              


      

       

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      

      


      
        	
                 (d) 
                      

              	
                each
                  party has the sole right and exclusive authority to execute this
                  Agreement
                  on its behalf and receive the monies and credits set forth
                  herein; 

              
	
                 

              
	
                 (e) 
                      

              	
                the
                  person executing this Agreement on behalf of each party is fully
                  competent
                  and authorized to execute this Agreement on behalf of the party,
                  and
                  his/her signature set forth on this Agreement is genuine and binding;
                  and 

              
	
                 

              
	
                 (f) 
                      

              	
                this
                  Agreement and all other documents delivered in connection with
                  this
                  Agreement have been or will be duly executed and delivered by such
                  party
                  and are valid and binding agreements and are enforceable in accordance
                  with their terms. 

              


      

       

      
         10.  
           ATTORNEYS’
          FEES AND COSTS

         

      

           With
        respect to the drafting of this Agreement, all attorneys’
        fees and
        costs will be borne by the party incurring same. However, to the extent that
        either party files a lawsuit to enforce or interpret the provisions of this
        Agreement, the prevailing party in that lawsuit shall be entitled to recover
        its
        attorneys’
        fees and
        costs.

       

      
         11.  
           BINDING
          EFFECT

         

      

           The
        terms
        hereof are contractual and not merely recitals. All agreements, representations,
        covenants, terms and conditions of this Agreement shall survive its execution
        and be fully binding upon the Parties, and their respective heirs, personal
        representatives, successors and assigns.

       

      
         12.  
           SEVERABILITY 

      

       

           In
        the
        event that any one or more of the provisions contained in this Agreement
        shall,
        for any reason, be held to be invalid, illegal or unenforceable in any respect,
        such invalidity, illegality or unenforceability shall not affect any of the
        remaining provisions, and this Agreement shall be construed as if such invalid,
        illegal, or unenforceable provision had never been contained
        herein.

       

      
         13.  
          COUNTERPARTS 

      

       

           This
        Agreement may be executed for all purposes in any number of identical
        counterparts, and each party may execute any such counterpart, each of which
        shall be deemed an original for all purposes. A photocopy or facsimile copy
        of
        this Agreement, and any signature to this Agreement, shall be deemed to be
        as
        effective as the original for all purposes.

       

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

       

       14. 
         GOVERNING
        LAW AND FORUM SELECTION

       

           This
        Agreement shall in all respects be governed by, construed and enforced in
        accordance with the laws of the State of Kansas without regard to any choice
        of
        law principles. Any proceeding arising out of or related to this Agreement
        shall
        be filed in a Kansas state or federal court. The Parties irrevocably submit
        to
        the exclusive jurisdiction of the Kansas state and federal courts in any
        such
        proceeding, agree that the Kansas state and federal courts have personal
        jurisdiction over the Parties and subject matter jurisdiction over any
        proceeding arising out of or related to this Agreement, agree that any such
        proceeding shall be heard and determined only in a Kansas state or federal
        court, and agree not to bring any such proceeding in any other jurisdiction.
        The
        Parties agree that a copy of this Paragraph 13 may be filed in any court
        as
        written evidence of the knowing, voluntary, and bargained-for agreement to
        irrevocably waive any objections to venue, convenience, or forum in any
        jurisdiction other than Kansas.

       

       15.
           HEADINGS 

       

           The
        paragraph headings of this Agreement are inserted for convenience of reference
        only and shall not control or affect the meaning, intention, construction
        or
        effect of the Agreement. 

       

      
         16.
             EFFECTIVE
          DATE

      

       

       The
        Effective Date of this Agreement shall be the date on which the last party
        signs
        it.

       

       17.   
        NO
        PARENT COMPANY GUARANTY

       

           Sprint
        understands that Oblio is a wholly owned subsidiary of Titan Global Holdings,
        Inc. (“Titan”).
        Sprint
        acknowledges and understands that Titan has not guaranteed Oblio’s
        obligations under this Agreement, and Sprint agrees to only look to Oblio
        to
        fulfill its obligations under this Agreement. 

       

      [THE
        REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

       

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

      


       

       THIS
        AGREEMENT IS SEEN, AGREED TO, AND EXECUTED BY:

       

      
        	
                 

              	 	 
	 	
                OBLIO
                  TELECOM, INC.

              
	 
 	 
 	 
 
	 	By:  	  

	 	Title:	 
	 	
                Date:

              	 
	 	
              
	 	
              


      

      
         

        
          	 	 	 
	 	
                  
                    SPRINT
                      COMMUNICATIONS COMPANY, L.P.

                  

                
	 
 	 
 	 
 
	 	By:  	  

	 	 	
                  Daniel
                    P. Dooley III 
                    

                
	 	 	 
	 	Title: 	
                  Vice
                    President International and 
                    

                
	 	 	
                  Wholesale
                    Markets 
                    

                
	 	Date: 
                  	 
	 	
                   

                
	 

                   

                	 
	 	
                


        

         

        
          
            
            

          

          
            -9-

            
              

            

          

          
            
            

          

        

         

      

      EXHIBIT
        A

       

      SPRINT/OBLIO
        WHOLESALE MASTER SERVICES AGREEMENT

       

      
        
          
          

        

        
          -10-