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”).

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 De