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                                                                   Exhibit 10.20


                           RF Lafferty & Company, Inc.
                                 80 Broad Street
                                   26th floor
                                   NY NY 10004




                                                              November 7, 2002

Ventures-National Incorporated
dba Titan General Holdings, Inc.
1818 North Farwell Avenue
Milwaukee, Wisconsin 53202

Attention:        Louis George
                  Chief Executive Officer

Gentlemen:

         We are pleased to set forth the terms of the retention of RF Lafferty &
Company, Inc. ("Lafferty") by Ventures-National Incorporated dba Titan General
Holdings, Inc., a Utah corporation (collectively with its affiliates, the
"Company").

        1. Lafferty will assist the Company as a nonexclusive financial advisor
and agent in connection with the financial development of the Company, including
without limitation advising the Company with respect to listing on the American
Stock Exchange, Inc. and/or quotation on the Nasdaq Stock Market, Inc. In
connection with Lafferty's activities on the Company's behalf, Lafferty will
familiarize itself with the business, operations, properties, financial
condition and prospects of the Company. In connection with Lafferty's role as
the Company's financial advisor, Lafferty would expect its services to include
proposing structures for, and analyzing financial transactions contemplated by
the Company and such other related services as may be mutually agreed upon by
Lafferty and the Company.

         2. In connection with Lafferty's activities on the Company's behalf,
the Company will cooperate with Lafferty and will furnish Lafferty with all
information and data concerning the Company (the "Information") which Lafferty
deems appropriate and will provide Lafferty with access to the Company's
officers, directors, employees, independent accountants, and legal counsel. The
Company represents and warrants that all Information made available to Lafferty
by the Company will, at all times during the period of engagement of Lafferty
hereunder, be complete and correct in all material respects and will not contain
any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein not misleading in the light of
the circumstances under which such statements are made. The Company further
represents and warrants that any projections provided by it to Lafferty will
have been prepared in good faith and will be based upon assumptions which, in
light of the circumstances under which they are made, are reasonable. The
Company acknowledges and agrees that, in rendering its services hereunder,
Lafferty will be using and relying on the Information without independent
verification thereof by Lafferty or independent appraisal by Lafferty of any of
the Company's assets. Lafferty does not assume responsibility regarding the
Company. Any advice rendered by Lafferty pursuant to this Agreement may not be
disclosed publicly without our prior written consent.



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         3. In consideration of Lafferty's services pursuant to this Agreement,
Lafferty shall be entitled to receive, and the Company agrees to pay Lafferty,
120,000 shares of common stock, par value $.001 per share, of the Company.

         4. The Company agrees to indemnify Lafferty in accordance with the
indemnification provisions (the "Indemnification Provisions") attached to this
Agreement, which Indemnification Provisions are incorporated herein and made a
part hereof.

         5. Either party hereto may terminate this Agreement at any time upon 30
days' prior written notice, without liability or continuing obligation, except
as set forth in the following sentence. Neither termination of this Agreement
nor completion of the assignment contemplated hereby shall affect: (i) any
compensation earned by Lafferty up to the date of termination or completion, as
the case may be, (ii) the reimbursement of expenses incurred by Lafferty up to
the date of termination or completion, as the case may be, (iii) the provisions
of Paragraphs 3 through 7 of this Agreement and (iv) the attached
Indemnification Provisions which are incorporated herein, all of which shall
remain operative and in full force and effect.

         6. The validity and interpretation of this Agreement shall be governed
by the law of the State of New York applicable to agreements made and to be
fully performed therein.

         7. The benefits of this Agreement shall inure to the respective
successors and assigns of the parties hereto and of the indemnified parties
hereunder and their successors and assigns and representatives, and the
obligations and liabilities assumed in this Agreement by the parties hereto
shall be binding upon their respective successors and assigns.

         8. For the convenience of the parties hereto, any number of
counterparts of this Agreement may be executed by the parties hereto. Each such
counterpart shall be, and shall be deemed to be, an original instrument, but all
such counterparts taken together shall constitute one and the same Agreement.
This Agreement may not be modified or amended except in writing signed by the
parties hereto.



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         If the foregoing correctly sets forth our Agreement, please sign the
enclosed copy of this letter in the space provided and return it to us.



                                            Very truly yours,

                                            RF LAFFERTY & COMPANY, INC.


                                            By:________________________________
                                               Name:
                                               Title:


Confirmed and Agreed to:
this _______ day of ___________________, 2002


VENTURES-NATIONAL INCORPORATED
DBA TITAN GENERAL HOLDINGS, INC.



By  /s/ Louis George
    ------------------------------
    Louis George
    Chief Executive Officer



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                           INDEMNIFICATION PROVISIONS


         Ventures-National Incorporated dba Titan General Holdings, Inc., a Utah
corporation (the "Company"), agrees to indemnify and hold harmless RF Lafferty &
Company, Inc. ("Lafferty") against any and all losses, claims, damages,
obligations, penalties, judgments, awards, liabilities, costs, expenses, and
disbursements (and any and all actions, suits, proceedings, and investigations
in respect thereof and any and all legal and other costs, expenses, and
disbursements in giving testimony or furnishing documents in response to a
subpoena or otherwise), including, without limitation the costs, expenses, and
disbursements, as and when incurred, of investigating, preparing, or defending
any such action, suit, proceeding, or investigation (whether or not in
connection with litigation in which Lafferty is a party), directly or
indirectly, caused by, relating to, based upon, arising out of, or in connection
with Lafferty's acting for the Company, including, without limitation, any act
or omission by Lafferty in connection with its acceptance of or the performance
or non-performance of its obligations under the letter agreement dated October
29, 2002, between Lafferty and the Company, as it may be amended from time to
time (the "Agreement"); provided, however, such indemnity agreement shall not
apply to any portion of any such loss, claim, damage, obligation, penalty,
judgment, award, liability, cost, expense,or disbursement to the extent it is
found in a final judgment by a court of competent jurisdiction (not subject to
further appeal) to have resulted primarily and directly from the gross
negligence or willful misconduct of Lafferty. The Company also agrees that
Lafferty shall not have any liability (whether direct or indirect, in contract
or tort or otherwise) to the Company for or in connection with the engagement of
Lafferty, except to the extent that any such liability is found in a final
judgment by a court of competent jurisdiction (not subject to further appeal) to
have resulted primarily and directly from Lafferty gross negligence or willful
misconduct.

         These Indemnification Provisions shall be in addition to any liability
which the Company may otherwise have to Lafferty or the persons indemnified
below in this sentence and shall extend to the following: Lafferty and his
affiliated entities. All references to Lafferty in these Indemnification
Provisions shall be understood to include any and all of the foregoing.


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         If any action, suit, proceeding, or investigation is commenced, as to
which Lafferty proposes to demand indemnification, it shall notify the Company
with reasonable promptness; provided, however, that any failure by Lafferty to
notify the Company shall not relieve the Company from its obligations hereunder,
except to the extent that his or its defenses have been materially prejudiced
thereby. Lafferty shall have the right to retain counsel of its own choice to
represent it, and the Company shall pay the fees, expenses, and disbursements of
such counsel; and such counsel shall, to extent consistent with its professional
responsibilities, cooperate with the Company and any counsel designated by the
Company. The Company shall be liable for any settlement of any claim against
Lafferty made with the Company's written consent, which consent shall not be
unreasonably withheld. The Company shall not, without the prior written consent
of Lafferty, settle or compromise any claim, or permit a default or consent to
the entry of any judgment in respect thereof, unless such settlement,
compromise, or consent includes, as an unconditional term thereof, the giving by
the claimant to Lafferty of an unconditional release from all liability in
respect of such claim.

              In order to provide for just and equitable contribution, if a
claim for indemnification pursuant to these Indemnification Provisions is made,
but it is found in a final judgment by a court of competent jurisdiction (not
subject to further appeal) that such indemnification may not be enforced in such
case, even though the express provisions hereof provide for indemnification in
such case, then the Company, on the one hand, and Lafferty, on the other hand,
shall contribute to the losses, claims, damages, obligations, penalties,
judgments, awards, liabilities, costs, expenses, and disbursements to which the
indemnified persons may be subject in accordance with the relative benefits
received by the Company, on the one hand, and Lafferty, on the other hand, and
also the relative fault of the Company, on the one hand, and Lafferty on the
other hand, in connection with the statements, acts, or omissions which resulted
in such losses, claims, damages, obligations, penalties, judgments, awards,
liabilities, costs, expenses, or disbursements and the relevant equitable
considerations shall also be considered. No person found liable for a fraudulent
misrepresentation shall be entitled to contribution from any person who is no
also found liable for such fraudulent misrepresentation. Notwithstanding the
foregoing, Lafferty shall not be obligated to contribute any amount hereunder
that exceeds the amount of fees previously received by Lafferty pursuant to the
Agreement.

         Neither termination nor completion of the engagement of Lafferty
referred to above shall affect these Indemnification Provisions which shall then
remain operative and in full force and effect.



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