SETTLEMENT
      AGREEMENT 

    


        This
      SETTLEMENT AGREEMENT (the “Agreement”) is entered into by and between Oblio
      Telecom, Inc. (“Oblio”), Titan Global Holdings, Inc. (“Titan”) and AT&T
      Corp. (“AT&T”) (collectively the “Parties”).

    


    RECITALS:

    


    WHEREAS
      on or about August 16, 2001, AT&T and Oblio entered into a Purchase Order
      for AT&T Wholesale Enhanced Prepaid Card Service (the “Purchase Order”),
      pursuant to which AT&T agreed to provide Oblio certain PPC Service,
      including, among other things, to provide dollar-based PINs to Oblio to be
      associated with pre-paid calling cards produced by Oblio to be activated for
      use
      on AT&T’s prepaid network; 

    


    WHEREAS,
      Oblio is a wholly owned subsidiary of Titan;

    


    WHEREAS,
      a dispute arose between Oblio and AT&T over AT&T’s refusal to honor
      Oblio’s request for a refund of certain Universal Service Fund (“USF”) pass
      through charges which Oblio alleged it paid pursuant to the Purchase Order
      and
      Oblio’s refusal to timely pay AT&T on certain outstanding
      invoices;

    


    WHEREAS,
      on or about December 5, 2006, Oblio filed a Demand for Arbitration (the
“Demand”) against AT&T with the American Arbitration Association (the
“Arbitration”); 

    


    WHEREAS,
      on or about January 16, 2007, AT&T filed its Answer and Counterclaims to the
      Demand (the “Counterclaims”); 

    


    WHEREAS,
      on or about April 16, 2007 Oblio filed a Petition with the Federal
      Communications Commission (‘FCC”) seeking a declaratory ruling that AT&T
      violated certain provisions of the Federal Communications Act with respect
      to
      its alleged refusal to honor Oblio’s reseller exemption for USF pass through
      charges (the “ FCC Petition”);

    


    WHEREAS
      on or about May 7, 2007 Arbitrator Walter G. Gans issued a stay of Oblio’s
      Demand pending resolution of the FCC Petition and further ruled that a hearing
      on the Counterclaims would proceed;

    


    WHEREAS,
      on July 24, 2007, Arbitrator Walter G. Gans issued a Partial Final Award ruling
      on AT&T’s Counterclaims (the “Order and Award”);

    


    WHEREAS,
      on August 28, 2007, AT&T filed a Petition to Confirm Partial Arbitration
      Award in the United States District Court for the Southern District of New
      York,
      Civil Action No. 07 CIV 7676 (the “Petition to Confirm”); 

    


    WHEREAS,
      the Parties desire to settle and resolve with prejudice the Demand,
      Counterclaim, Petition and Order and Award and all disputes or potential
      disputes or causes of action which are in any way related to, connected with,
      arise out of, or could have been raised in connection with the subject matter
      of
      the Demand, Counterclaim, Petition and Order and Award and fully and finally
      settle all disputes between the parties upon the terms set forth herein;
      and

     

    
      
        
        

      

      
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    NOW
      THEREFORE, Oblio,
      Titan and AT&T, in consideration of the mutual promises and covenants
      contained herein, the Settlement Payments referenced below, and for other good
      and valuable consideration described herein, the receipt and legal sufficiency
      of which are hereby acknowledged, the parties hereby agree and stipulate as
      follows:


    


    
      	 	
              1.

            	
              PAYMENTS
                BY OBLIO.

            


    

    


    In
      full
      and final settlement of the Partial Award, Oblio agrees to execute a Promissory
      Note in the form appended hereto as Exhibit 1 (the “Note”) and to make the
      following payments to AT&T:

    


    A. On
      or
      before 5:00 p.m. C.S.T. on October 15, 2007, Oblio shall wire transfer the
      amount of $100,000.00 to the bank account designated by AT&T in the Note
      (the “Account”); 

    


    B. Beginning
      on November 1, 2007, and continuing through March 1, 2008, Oblio shall make
      monthly payments via wire transfer to the Account in the amount of $100,000.00;
      

      

    C. In
      the
      event that Oblio fails to make a payment as set forth above, Oblio shall not
      be
      deemed to be in default of this Agreement unless Oblio fails to make said
      payment within ten (10) calendar days of written notice from AT&T that said
      payment has not been received. For purposes of this Agreement e-mail
      notification as indicated in Section 8 herein shall constitute written
      notice.


    


    
      	
            	2.	
              OBLIO
                RELEASE 

            


    

    


    Upon
      execution of this Agreement and in return for other good and valuable
      consideration described herein, Oblio, Titan and their respective affiliates
      and
      parents and subsidiary corporations and each of their predecessors, successors,
      and assigns, representatives, officers, directors, heirs, and anyone claiming
      any right through them or under them (the “Oblio Releasors”), hereby fully,
      finally, and forever release and discharge AT&T , together with each of its
      past and present respective affiliates, parent and subsidiary corporations,
      shareholders, officers, directors, employees, successors, assigns, heirs, and
      representatives (the “AT&T Released Parties”), of and from any and all
      claims, causes of action, lawsuits, charges, liabilities, administrative
      proceedings, debts, accounts, dues, reckonings, bonds, bills, covenants,
      contracts, controversies, agreements, promises, variances, trespasses, extents,
      executions, sums of money, damages, judgments, and demands of any nature
      whatsoever, in law or in equity, both known and unknown, asserted or not
      asserted, foreseen and unforeseen, which the Oblio Releasors ever had, now
      have,
      or may ever have against any of the AT&T Released Parties arising from the
      beginning of time up to and including the date of this Settlement Agreement,
      which are in any way related to, connected with, arise out of, or could have
      been raised in connection with the subject matter of the Purchase Order, Demand
      and/or FCC Petition, provided that nothing in this release shall be construed
      to
      release the AT&T Released Parties from any obligations under this Settlement
      Agreement. 

     

    
      
        
        

      

      
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            	3.	
              AT&T
                RELEASE

            


    

    


    Except
      for the obligations set forth in this Settlement Agreement, AT&T, together
      with each of its past and present respective affiliates, parent and subsidiary
      corporations, shareholders, officers, directors, employees, successors, assigns,
      heirs, and representatives (the “Oblio Released Parties”), hereby fully,
      finally, and forever releases and discharges the Oblio Released Parties of
      and
      from any and all claims, causes of action, lawsuits, charges, liabilities,
      administrative proceedings, debts, accounts, dues, reckonings, bonds, bills,
      covenants, contracts, controversies, agreements, promises, variances,
      trespasses, extents, executions, sums of money, damages, judgments, and demands
      of any nature whatsoever, in law or in equity, both known and unknown, asserted
      or not asserted, foreseen and unforeseen, which the AT&T ever had, now has,
      or may ever have against any of the Oblio Released Parties arising from the
      beginning of time up to and including the date of this Settlement Agreement,
      which are in any way related to, connected with, arise out of, or could have
      been raised in connection with the subject matter of the Purchase Order,
      Counterclaim and/or Petition and Order and Award, provided that nothing in
      this
      release shall be construed to release the Oblio Released Parties from any
      obligations under this Settlement Agreement. 

    


    
      	
            	4.	
              DISMISSAL
                OF DEMAND AND COUNTERCLAIM


            


    

    


    Contemporaneously
      with the execution of this Settlement Agreement, Oblio and AT&T,
      individually or though their counsel to the Arbitration, shall execute the
      Stipulations of Dismissal With Prejudice (the “Stipulations”) in the form
      annexed hereto as Exhibit 2, and shall deliver the executed Stipulation to
      the
      American Arbitration Association.

    


    
      	
            	5.	
              WITHDRAWAL
                OF FCC PETITION

            


    

    


    Within
      three (3) business days of the execution of this Settlement Agreement, Oblio
      shall submit a letter to the Office of Secretary of the FCC notifying the FCC
      of
      Oblio’s desire to withdraw the FCC Petition with prejudice.

    


    
      	
            	6.	
              DISMISSAL
                OF PETITION.

            


    

    


    Within
      seven (7) days of the execution of this Agreement by the Parties, AT&T shall
      file a Stipulation of Dismissal of its Petition to Confirm Partial Arbitration
      Award in the United States District Court for the Southern District of New
      York,
      Civil Action No. 07 CIV 7676.

     

    
      
        
        

      

      
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              7.

            	
              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 made 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 made 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
      made the basis of this Agreement.

    


    
      	
            	8.	
              NOTICE

            


    

    


    Any
      notices made to either party shall be by U.S. mail, postage prepaid or
      alternatively by electronic mail as follows:

    


    To
      Oblio:

     

    Oblio
      Telecom, Inc.

    Attn:
      Bryan M. Chance

    1700
      Jay
      Ell Drive, Suite 200

    Richardson,
      Texas  75081

    (972)
      767-3117 (Fax)

    bchance@obliotel.com (e-mail)

    


    With
      a
      copy to:

     

    C.
      John
      Scheef III

    Scheef
      & Stone, LLP

    2601
      Network Blvd., Suite 102

    Frisco,
      Texas  75034

    john.scheef@solidcounsel.com
      (e-mail)

     

    To
      AT&T:

     

    Lisa
      M.
      Fosmire

    340
      Mt.
      Kemble Avenue

    Room
      381A

    Morristown,
      NJ 07960

    lfosmire@att.com

     

    
      With
        a
        copy to:

      


      Howard
        Spierer, Esq. 

      AT&T
        Corp. 

      One
        AT&T Way Rm. 3A208

      Bedminster,
        NJ 07921

      hspierer@att.com

    

     

    
      
        
        

      

      
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            	9.	
              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.

     

    
      	
            	10.	
              ENTIRE
                AGREEMENT

            


    

    


    This
      Agreement contains the entire agreement among the Parties relating to the
      subject matter hereof and supersedes any and all other negotiations,
      representations, understandings and agreements. All prior and contemporaneous
      negotiations, understandings and agreements between the Parties are deemed
      abandoned and waived to the extent that they are not stated in this Agreement.
      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.

    


    
      	
            	11.	
              ATTORNEY’S
                FEES AND COSTS

            


    

    


    All
      attorney’s fees and costs associated with this Agreement will be borne by the
      party incurring same.

    


    
      	
            	12.	
              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. 

    


    
      	
            	13.	
              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.


     

    
      
        
        

      

      
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            	14.	
              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. 

    


    
      	
            	15.	
              GOVERNING
                LAW

            


    

    


    This
      Agreement is to be performed in New York County, New York and shall in all
      respects be governed by, construed and enforced in accordance with the laws
      of
      the State of New York. 

    


    
      	
            	16.	
              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.

    


    
      	
            	17.	
              EFFECTIVE
                DATE

            


    

    


    The
      Effective Date of this Agreement shall be October 11, 2007. 

    


    SIGNED on
      this    12th  
       day
      of October, 2007.

     

    
      	 	 	 
	 	OBLIO
              TELECOM, INC.
	 
 	 
 	 
 
	 	By:  	
              /s/Kurt
                Jensen

            
	 	
              
Kurt
              Jensen, President    
	 	 


    

     

    
      	 	 	 
	 	Titan
              Global Holdings, Inc.
	 
 	 
 	 
 
	 	By:  	/s/
              David M. Marks
	 	
              
David
              M. Marks, Chairman   
	 	 


    

     

    
      	 	 	 
	 	AT&T
              CORP.
	 
 	 
 	 
 
	 	By:  	/s/ Carmen Nova
	 	
              

            
	
              Title:

            	Senior Vice President Distribution
	 	
              

            


    

    


    
      
        
        

      

      
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