STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT is made effective as of 12:01 a.m., October 1, 2008 (the “Agreement”), among Titan Global Holdings, Inc., a corporation existing under the laws of Utah (the “Purchaser”), Crescent Fuels, Inc. (the “Company” of “CFI”) and Phillip Near (the “Seller”), a shareholder in the Company.

WHEREAS, the Seller owns an aggregate of 5,244 shares of common stock, $0.01 par value, of the Company (the “Shares”) which Shares constitute 52.44% of the issued and outstanding shares of the common stock of the Company; and

WHEREAS, the Seller desires to sell to Purchaser, and the Purchaser desires to purchase from the Seller, the Shares for the purchase price and upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows:

1.1   Sale and Purchase of Shares . Effective as of 12:01 a.m., October 1, 2008 (the “Effective Time”) and upon the terms and subject to the conditions contained herein, on the closing date of the transactions contemplated herein (the “Closing Date”), the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all Shares of the Company owned by the Seller (the “Closing”).

2.1   Purchase Price . The purchase price for the common stock shall be an aggregate of $980,244, consisting of (i) $1.00 in cash per share ($5,244 in the aggregate), plus 325,000 shares of the common stock of Purchaser, which Purchaser values at $975,000 ($3.00 per share), together with the additional consideration set forth in Section 2.2, below.

2.2   Additional Consideration . As additional consideration for the Shares, Purchaser agrees to pay, perform and cause the following:

(i)   Receipt by Crescent Oil Company, Inc. of $6,675,000 in MSA Cash Out   and up front BIP payments from ConocoPhillips;

(ii)   Receipt by Crescent Oil Company, Inc. of any other upfront incentive   payments from branded oil company suppliers including those planned for   the Wichita market development program;

until such time as the maximum sum of the personal guarantee is reduced to zero. Purchaser shall procure the written consent of Greystone Business Credit to this arrangement for reduction of the personal guarantee, pursuant to which the reduction shall be contingent upon Greystone’s receipt in debt reduction (or in reduction of required credit advances) of the items described in (c)(i) and (c)(ii) above, all as may be more fully provided by the instrument pursuant to which Greystone’s consent is granted. In the event the holder of the Seller’s personal guarantee should demand payment thereunder by reason of Purchaser’s default in payment or performance of its obligations, Seller shall have and be entitled to exercise all rights of subrogation and indemnification as against Purchaser as are available under the common law.

3.1   Closing Date . Subject to the satisfaction of the conditions set forth in Sections 7.1 and 7.2 hereof (or the waiver thereof by the party entitled to waive that condition), the Closing of the sale and purchase of the Shares provided for in Section 1.1 hereof (the "Closing") shall take place at 116 W. Myrtle, Independence, Kansas (or at such other place as the parties may designate in writing) on such date as the Seller and the Purchaser may designate.

3.2   Termination of Agreement . This Agreement may be terminated prior to the Closing as follows:

(b)   by mutual written consent of the Seller and the Purchaser; or

3.3   Procedure Upon Termination . In the event of termination and abandonment by the Purchaser or the Seller, or both, pursuant to Section 3.2 hereof, written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Shares hereunder shall be abandoned, without further action by the Purchaser or the Seller. If this Agreement is terminated as provided herein, each party shall redeliver all documents, work papers and other material of any other party relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to the party furnishing the same.

3.4   Effect of Termination . In the event that this Agreement is validly terminated as provided herein, then each of the parties shall be relieved of their duties and obligations arising under this Agreement after the date of such termination and such termination shall be without liability to the Purchaser, the Company or the Seller; provided, further, however, that nothing in this Section 3.4 shall relieve the Purchaser or the Seller of any liability for a breach of this Agreement.

When used in this Article IV, any representation given with respect to the Company shall be a representation with respect to the Company and its subsidiaries. The Seller hereby represents and warrants to the Purchaser that:

4.1   Organization and Good Standing of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation in Schedule 4.6. The Company is not presently required to be qualified to transact business in any other jurisdiction where the failure to so qualify would have an adverse effect on the business of the Company.

4.2   Authority .

4.3   Shares .

4.4   Basic Corporate Records . The copies of the Articles of Incorporation of the Company certified by the Secretary of State or other authorized official of the jurisdiction of incorporation), and the Bylaws of the Company (certified as of the date of this Agreement as true, correct and complete by the Company’s secretary or assistant secretary), all of which have been delivered to the Purchaser, are true, correct and complete as of the date of this Agreement.

4.5   Minute Books . The minute books of the Company, which shall be exhibited to the Purchaser between the date hereof and the Closing Date, each contain true, correct and complete minutes and records of all meetings, proceedings and other actions of the shareholders, Boards of Directors and committees of such Boards of Directors of the Company, if any, except where such would not have a Material Adverse Effect and, on the Closing Date, will, to the best of Seller’s knowledge, contain true, correct and complete minutes and records of any meetings, proceedings and other actions of the shareholders, Boards of Directors and committees of such Boards of Directors of the Company.

4.6   Subsidiaries and affiliates . Except as set forth in Schedule 4.6, the Company does not have any ownership, voting or profit and loss sharing percentage interest in any other corporations, partnerships, businesses, entities, enterprises or organizations.

4.7   Consents . No consents or approvals of any public body or authority and no consents or waivers from other parties to leases, licenses, franchises, permits, indentures, agreements or other instruments are (i) required for the lawful consummation of the transactions contemplated hereby, or (ii) necessary in order that the business currently conducted by the Company can be conducted by the Purchaser in the same manner after the Closing as heretofore conducted by the Company, nor will the consummation of the transactions contemplated hereby result in creating, accelerating or increasing any liability of the Company, except where the failure of any of the foregoing would not have a Material Adverse Effect.

4.8   Financial Statements . The Seller has delivered, or will deliver prior to Closing, to the Purchaser copies of the following financial statements (which include all existing notes and schedules attached thereto), all of which are true, complete and correct, have been prepared from the books and records of the Company in accordance with generally accepted accounting principles (“GAAP”) consistently applied with past practice and fairly present the financial condition, assets, liabilities and results of operations of the Company as of the dates thereof and for the periods covered thereby:

the unaudited balance sheet of the Company as of 12/31/05 and 12/31/06, and the related statements of operations, and of cash flows the Company for the periods then ended, together with the unaudited balance sheet of the Company and the related statements of operations of Company for the periods ended 12/31/07 and 9/30/08 (such statements, including the related notes and schedules thereto, are referred to herein as the “Financial Statements.”)

The foregoing notwithstanding: (i) Seller has disclosed to Purchaser that Grant Thornton has withdrawn its opinion relative to the 12/31/06 financial statements due to reservations concerning accounting with respect to Variable Interest Entities (in particular, Crescent Stores Corporation and other subsidiaries of the Company) and current recognition of income from certain capital asset sale transactions (potentially subject to treatment as deferred gain); (ii) the Company has not had professional (CPA) assistance with the internally prepared financial statements and Seller discloses that departures from GAAP may exist; (iii) GAAP and related Financial Accounting Standard Board rules are complex and subject to varying interpretations, assumptions and applications, and Seller makes no representations or warranties with respect to any such technical matters; and (iv) Seller and Purchaser acknowledge and agree that given the facts and circumstances under which this acquisition is made, substantial restatement and adjustment of the Financial Statements are likely to be made to account for fair value in a purchase type transaction, with associated write down of impaired assets and increase in reserves and contingencies, and Seller has no technical knowledge, and makes no affirmative representations or warranties, as to the consequences of such restatement and adjustments.

For the purposes hereof, the balance sheet of the Company as of September 30, 2008 is referred to as the “Balance Sheet” and September 30, 2008 is referred to as the “Balance Sheet Date”.

4.9   Records and Books of Account . The records and books of account of the Company reflect all material items of income and expense and all material assets, liabilities and accruals, have been, and to the Closing Date will be, regularly kept and maintained in conformity with GAAP applied on a consistent basis with preceding years subject to the limitations and disclaimers set forth in 4.8, above.

4.10   Absence of Undisclosed Liabilities . Except as and to the extent reflected or reserved against in the Company’s Financial Statements, there are no liabilities or obligations of the Company of any kind whatsoever, whether accrued, fixed, absolute, contingent, determined or determinable, and including without limitation (i) liabilities to former, retired or active employees of the Company under any pension, health and welfare benefit plan, vacation plan or other plan of the Company, (ii) tax liabilities incurred in respect of or measured by income for any period prior to the close of business on the Balance Sheet Date, or arising out of transactions entered into, or any state of facts existing, on or prior to said date, and (iii) contingent liabilities in the nature of an endorsement, guarantee, indemnity or warranty, and there is no condition, situation or circumstance existing or which has existed that could reasonably be expected to result in any liability of the Company, other than liabilities and contingent liabilities incurred in the ordinary course of business since the Balance Sheet Date consistent with the Company’s recent customary business practice, none of which is materially adverse to the Company. The foregoing notwithstanding, Seller has disclosed to Purchaser (and this representation and warranty is hereby limited with respect to) the following: (i) the Company and its subsidiaries have multiple outstanding motor fuel procurement and supply agreements, together with related incentive, branding and purchasing contracts and commitments, pursuant to which the Company and subsidiaries have substantial contingent liabilities; and (ii) the Company is engaged in an environmentally risky business (motor fuel handling, storage, sale and distribution) which entails some existing and known contingent liabilities (as disclosed at the Datasite) and significant risk of yet unknown and future liability.

4.11   Taxes .

(b)   (i)     The Company has timely filed all federal, state, local and foreign returns, estimates, information statements and reports (“Returns”) relating to Taxes required to be filed by the Company with any Tax authority effective through the Closing Date. All such Returns are true, correct and complete in all respects, except for immaterial amounts where such would not have a Material Adverse Effect. The Company has paid all Taxes shown to be due on such Returns. The Company is not currently the beneficiary of any extensions of time within which to file any Returns. The Seller and the Company have furnished and made available to the Purchaser complete and accurate copies of all income and other Tax Returns and any amendments thereto filed by the Company in the last three (3) years.

(ii)   The Company, as of the Closing Date, will have withheld and accrued or paid to the proper authority all Taxes required to have been withheld and accrued or paid, except for immaterial amounts where such would not have a Material Adverse Effect.

(iii)   The Company has not been delinquent in the payment of any Tax nor is there any Tax deficiency outstanding or assessed against such company. The Company has not executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax.

(iv)   There is no dispute, claim, or proposed adjustment concerning any Tax liability of the Company either (A) claimed or raised by any Tax authority in writing or (B) based upon personal contact with any agent of such Tax authority, and there is no claim for assessment, deficiency, or collection of Taxes, or proposed assessment, deficiency or collection from the Internal Revenue Service or any other governmental authority against the Company which has not been satisfied. The Company is not a party to nor has it been notified in writing that it is the subject of any pending, proposed, or threatened action, investigation, proceeding, audit, claim or assessment by or before the Internal Revenue Service or any other governmental authority, nor does the Company have any reason to believe that any such notice will be received in the future. Neither the Internal Revenue Service nor any state or local taxation authority has audited any income tax return of the Company within the last 5 years. The Company has not filed any requests for rulings with the Internal Revenue Service. Except as provided to the Company’s respective accountants, no power of attorney has been granted by the Company with respect to any matter relating to Taxes of such company. There are no Tax liens of any kind upon any property or assets of the Company, except for inchoate liens for Taxes not yet due and payable.

(v)   Except for immaterial amounts which would not have a Material Adverse Effect, the Company has no liability for any unpaid Taxes which has not been paid or accrued for or reserved on the Financial Statements in accordance with GAAP, whether asserted or unasserted, contingent or otherwise.

(vi)   There is no contract, agreement, plan or arrangement to which the Company is a party as of the date of this Agreement, including but not limited to the provisions of this Agreement, covering any employee or former employee of the Company that, individually or collectively, would reasonably be expected to give rise to the payment of any amount that would not be deductible pursuant to Sections 280G, 404 or 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). There is no contract, agreement, plan or arrangement to which the Company is a party or by which it is bound to compensate any individual for excise taxes paid pursuant to Section 4999 of the Code.

(vii)   The Company has not filed any consent agreement under Section 341(f) of the Code or agreed to have Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as defined in Section 341(f)(4) of the Code) owned by the Company.

(viii)   The Company is not a party to, nor has any obligation under any tax-sharing, tax indemnity or tax allocation agreement or arrangement (except among its existing subsidiary corporations, which is an informal arrangement).

(ix)   None of the Company’s assets are tax exempt use property within the meaning of Section 168(h) of the Code.

4.12   Accounts Receivable . The accounts receivable of the Company shown on the Balance Sheet Date, and those to be shown in the Financial Statements, are, and will be, actual bona fide receivables from transactions in the ordinary course of business representing valid and binding obligations of others for the total dollar amount shown thereon, and as of the Balance Sheet Date were not (and presently are not) subject to any recoupments, set-offs, or counterclaims which would be material in amount. All such accounts receivable are and will be actual bona fide receivables from transactions in the ordinary course of business.

4.13   Inventory . The inventories of the Company are located at the locations disclosed in Schedule 3.3 of the Security Agreement by and among CFI, Crescent Corporation, Crescent Realty, Inc., Crescent Holdings, Inc., Crescent Business Development Corp., Partners Plus, Inc., and Greystone Business Credit II, L.L.C. (“Security Agreement”). The inventories of the Company shown on its Balance Sheet (net of reserves) are carried at values which reflect the normal inventory valuation policy of the Company of stating the items of inventory at average cost in accordance with generally accepted accounting principles consistently applied. Inventory acquired since the Balance Sheet Date has been acquired in the ordinary course of business and valued as set forth above. The Company will maintain the inventory in the normal and ordinary course of business from the date hereof through the Closing Date. Notwithstanding the foregoing, the Company is using commercially reasonable best efforts to sell slow moving inventory prior to the Closing Date.

4.14   Machinery and Equipment . All Fixed Assets owned, used or held by the Company are situated at its several business premises and are currently used in its business. Substantially all Fixed Assets of the Company are set forth on Schedule 3.3 to the Security Agreement.

4.15.   Real Property Matters . [RESERVED]

4.16   Leases . All leases of real and personal property of the Company are listed in the Security Agreement and are in full force and effect and constitute legal, valid and binding obligations of the respective parties thereto enforceable in accordance with their terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting generally the enforcement of creditor’s rights, and have not been assigned or encumbered. The Company has performed in all material respects the obligations required to be performed by it under all such leases to date and it is not in default in any material respect under any of said leases, except as set forth in Schedule 4.16, nor has it made any leasehold improvements required to be removed at the termination of any lease, except signs. No other party to any such lease is in material default thereunder. None of the leases listed thereon require the consent of a third party in connection with the transfer of the Shares.

4.17   Patents, Software, Trademarks, Etc. The Company owns, or possesses adequate licenses or other rights to use, all patents, software, trademarks, service marks, trade names and copyrights, trade secrets, and web sites, if any, necessary to conduct its business as now operated by it. The patents, software, trademarks, service marks, copyrights, trade names and trade secrets, web sites, if any, registered in the name of or owned or used by or licensed to the Company and applications for any thereof (hereinafter the “Intangibles”) have been disclosed to the Purchaser. Seller hereby specifically acknowledge that all right, title and interest in and to all Intangibles owned by the Company shall be transferred as part of the Company to Purchaser as part of the transaction contemplated hereby. No officer, director, shareholder or employee of the Company or any relative or spouse of any such person owns any patents or patent applications or any inventions, software, secret formulae or processes, trade secrets or other similar rights, nor is any of them a party to any license agreement, used by or useful to the Company or related to its business. All of said Intangibles are valid and in good standing to the best of Seller’s knowledge, and are free and clear of all liens, security interests, charges, restrictions and encumbrances of any kind whatsoever, and have not been licensed to any third party. The Company have not been charged with, nor have they infringed, nor to the Seller’s knowledge is either threatened to be charged with infringement of, any patent, proprietary rights or trade secrets of others in the conduct of its business, and, to the date hereof, neither the Seller nor the Company has received any notice of conflict with or violation of the asserted rights in intangibles or trade secrets of others. The Company is not now manufacturing any goods under a present permit, franchise or license. The consummation of the transactions contemplated hereby will not alter or impair any rights of the Company in any such Intangibles or in any such permit, franchise or license. The Intangibles and other like information and data are in such form and of such quality and will be maintained in such a manner that the Company can, following the Closing, sell the products and provide the services heretofore provided by it so that such products and services meet applicable specifications and conform with the standards of quality and cost of production standards heretofore met by it. The Company has the sole and exclusive right to use its corporate and trade names in the jurisdictions where it transacts business. The foregoing notwithstanding, the limitations on use and availability of the “Jump Start” service mark are as disclosed at the Datasite.

4.18   Insurance Policies . All insurance premiums in respect of insurance coverages held by the Company have been, and to the Closing Date will be, paid in full, if due and owing. All claims, if any, made against the Company which are covered by such policies have been, or are being, settled or defended by the insurance companies that have issued such policies. Up to the Closing Date, all insurance coverage will be maintained in full force and effect and will not be cancelled, modified or changed without the express written consent of the Purchaser, except to the extent the maturity dates of any such insurance policies expiring prior to the Closing Date. No insurance policies have been cancelled by the issuer thereof, and, to the knowledge of the Seller and CFI, between the date hereof and the Closing Date, there shall be no increase in the premiums with respect to any such insurance policy caused by any action or omission of the Seller or of the Company.

4.19   Banking Lists . The Seller or the Company will deliver to the Purchaser prior to the Closing Date the following accurate lists and summary descriptions relating to the Company the name of each bank in which the Company has an account or safe deposit box and the names of all persons authorized to draw thereon or have access thereto.

4.20   Lists of Contracts, Etc. The Company or the Seller has provided a list of the following items (whether written or oral) relating to the Company, which list identifies and fairly summarizes each item:

(i)   All collective bargaining and other labor union agreements (if any); all employment agreements with any officer, director, employee or consultant; and all employee pension, health and welfare benefit plans, group insurance, bonus, profit sharing, severance, vacation, hospitalization, and retirement plans, post-retirement medical benefit plans, and any other plans, arrangements or custom requiring payments or benefits to current or retiring employees.

(ii)   All joint venture contracts of the Company relating to the Business;

(iii)   All contracts of the Company relating to (a) obligations for borrowed money, (b) obligations evidenced by bonds, debentures, notes or other similar instruments, (c) obligations to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (d) obligations under capital leases, (e) debt of others secured by a lien on any asset of the Company, and (f) debts of others guaranteed by the Company.

(iv)   All agreements of the Company relating to the supply of raw materials for and the distribution of the products of its business, including without limitation all sales agreements, manufacturer’s representative agreements and distribution agreements of whatever magnitude and nature, and any commitments therefor;

(v)   All contracts that individually provide for aggregate future payments to or from the Company of $25,000 or more, to the extent not included in (i) through (iv) above;

(vi)   All contracts of the Company that have a term exceeding one year and that may not be cancelled without any liability, penalty or premium, to the extent not included in (i) through (v) above;

(vii)   A complete list of all outstanding powers of attorney granted by the Company; and

(viii)   All other contracts of the Company material to the business, assets, liabilities, financial condition, results of operations or prospects of the Business taken as a whole to the extent not included above.

All material contracts, agreements and commitments of the Company described above are valid, binding and in full force and effect, and (ii) neither the Company nor, to the best of Seller’s knowledge, any other party to any such contract, agreement, or commitment has materially breached any provision thereof or is in default thereunder. The sale of the Shares by the Seller in accordance with this Agreement will not result in the termination of any material contract, agreement or commitment of the Company, and immediately after the Closing, each such material contracts, agreements and commitments will continue in full force and effect without the imposition or acceleration of any burdensome condition or other obligation on the Company resulting from the sale of the Shares by the Seller. True and complete copies of the contracts, leases, licenses and other documents will be delivered to the Purchaser, certified by the Secretary or Assistant Secretary of the Company as true, correct and complete copies, not later than the Closing Date.

There are no pending disputes with customers or vendors of the Company regarding quality or return of goods involving amounts in dispute with any one customer or vendor, whether for related or unrelated claims, in excess of $50,000, all of which will be resolved to the reasonable satisfaction of Purchaser prior to the Closing Date. To the best knowledge of Seller and CFI, there has not been any event, happening, threat or fact that would lead them to believe that any of said customers or vendors will terminate or materially alter their business relationship with either of the Company after completion of the transactions contemplated by this Agreement.

4.21   Compliance With the Law . Neither of the Seller or Company is in violation of any applicable federal, state, local or foreign law, regulation or order or any other, decree or requirement of any governmental, regulatory or administrative agency or authority or court or other tribunal (including, but not limited to, any law, regulation order or requirement relating to securities, properties, business, products, manufacturing processes, advertising, sales or emp