Exhibit 10.5


    AGREEMENT

    


    AGREEMENT,
      dated
      as of August 12,
      2005
      (the
      “Agreement”), between VENTURES NATIONAL INCORPORATED D/B/A TITAN GENERAL
      HOLDINGS, INC., a Utah (the "Borrower"),
      and
      LAURUS MASTER FUND, LTD., c/o Ironshore Corporate Services Ltd., P.O. Box 1234
      G.T., Queensgate House, South Church Street, Grand Cayman, Cayman Islands (the
      "Laurus”").

    


    WITNESSETH

    


    WHEREAS,
      the
      Borrower has executed and delivered that certain secured revolving note dated
      November 20, 2003 in favor of Laurus (the “November 2003 Revolving Note”), and
      the Borrower and Laurus are parties to that certain registration rights
      agreement dated as of November 20, 2003 (the “November 2003 Registration Rights
      Agreement”); and

    


    WHEREAS,
      the
      Borrower has executed and delivered that certain minimum borrowing note dated
      November 20, 2003 in favor of Laurus (the “November 2003 MB Note”);
      and

    


    WHEREAS,
      the
      Borrower has executed and delivered that certain convertible term note dated
      November 20, 2003 in favor of Laurus (the “November 2003 Term Note”);
      and

    


    WHEREAS,
      the
      Borrower has executed and delivered that certain convertible term note dated
      March 30, 2004 in favor of Laurus (the “March 2004 Term Note”, and together with
      the November 2003 Revolving Note, the November 2003 MB Note and the November
      2003 Term Note, the “Notes”), and the Borrower and Laurus are parties to that
      certain registration rights agreement dated as of March 30, 2004 (together
      with
      the November 2003 Registration Rights Agreement, the “Registration Rights
      Agreements”); and

    


    WHEREAS,
      the
      Borrower has issued certain common stock purchase warrants to Laurus in
      connection with the November 20, 2003 and March 30, 2004 financings (the
“Warrants”); and

    


    WHEREAS,
      the
      Borrower intends to acquire all of the outstanding capital stock of Oblio
      Telecom, Inc., a Delaware corporation (“Oblio”) from Farwell Equity Partners,
      LLC, its affiliate, in exchange for the issuance of 66,000,000 common shares
      and
      upon completion of the acquisition, Borrower will have approximately 101,000,000
      common shares outstanding; and

    


    WHEREAS,
      in
      connection with the acquisition of Oblio (the “Acquisition”), the Borrower and
      Laurus wish to enter into certain agreements related to Notes and the Warrants,
      which agreements shall be negotiated and executed by the parties subsequent
      to
      the date of the Acquisition of Oblio (the “Definitive Agreement”);

     

    NOW
      THEREFORE in
      consideration of the premises and the mutual covenants, agreements,
      representations and warranties contained herein, and other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      parties hereto hereby agree as follows:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      1.

    THE
      AGREEMENTS

    


    


    Subject
      to the terms and conditions set forth in this Agreement and subject to the
      negotiation and execution of the Definitive Agreement, the Borrower and Laurus
      hereby agree to execute the Definitive Agreement containing the following
      provisions which shall be effective as of the date of the Oblio
      Acquisition:

    


    1.1 
      The
      Fixed Conversion Price (as defined in the Notes), shall be increased from $0.40
      per share to $1.50 per share.

    


    1.2 
      Until
      March 1, 2006, Borrower’s prepayment penalties under the Notes shall equal 5% of
      any principal amount prepaid; after March 1, 2006, Borrower’s prepayment
      penalties shall equal the amounts called for under the Notes.

    


    1.3 
      The
      maturity date of the November 2003 Revolving Note and the November 2003 MB
      Note,
      together with the loan and security agreement related thereto, shall be extended
      until August , 2008.

    


    1.4 
      The
      minimum monthly principal payment pursuant to the March 2004 Term Note shall
      be
      $25,000 per month from October 1, 2005, together with accrued interest thereon,
      from September 1, 2005 through February 1, 2006, and $215,000 per month,
      together with accrued interest thereon, from March 1, 2006 through March 1,
      2007, with any balance paid with the final payment.

    


    1.5 
      The
      minimum monthly principal payment pursuant to the November 2003 Term Note shall
      be $25,000 per month from October 1, 2005, together with accrued interest
      thereon, from September 1, 2005 through February 1, 2006, and $150,000 per
      month, together with accrued interest thereon, from March 1, 2006 through
      November 1, 2006, with any balance paid with the final payment.

    


    1.6 
      The
      Borrower shall be permitted to immediately borrow all funds available pursuant
      to the loan and security agreement between the Borrower and Laurus dated as
      of
      November 20, 2003 and the over-advance amendment thereto dated as of April
      4,
      2005. The collateral pledged by Farwell Equity Partners, LLC, a Delaware limited
      liability corporation in support of such over-advance facility shall continue
      to
      be pledged to Laurus until such time as the over-advance facility is
      indefeasibly repaid in full.

    


    1.7 
      Laurus
      holds 3,500,000 Warrants of various maturities and conversion prices. All
      Warrants issued to Laurus prior to the date hereof shall be cancelled and of
      no
      further force or effect.

    


    1.8 
      The
      Borrower shall issue 2,500,000 shares of its common stock to Laurus (the
“Shares”).

    


    
      
        
        

      

      
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    1.9 
      Section
      2(b) of the Registration Rights Agreements shall be amended to provide that
      a
      registration statement covering the resale of the securities issuable upon
      conversion of the Notes, together with the Shares, shall be declared effective
      by the Securities and Exchange Commission no later than 90 days following the
      closing date of the Acquisition of Oblio by the Borrower. Such registration
      statement shall also be permitted to include: (i) the shares of common stock
      issuable to the sellers of assets to Oblio from Oblio Telecom, LLP, a Texas
      limited liability company (the “Sellers”), upon conversion of Oblio series A
      preferred stock pursuant to Oblio’s Certificate of Designation of Series A
      Cumulative Convertible Preferred Stock filed with the Secretary of State of
      Delaware on August , 2005; (ii) 375,000 shares of common stock issued to the
      Sellers; (iii)1,250,000 shares of common stock issued to CS Equity LLC, and;
      (iv) 500,000 shares of common stock issued to Kurt Jensen.

     

     

    


    ARTICLE
      2.

    GENERAL
      PROVISIONS

     

    2.1 Specific
      Performance. The
      parties hereto acknowledge and agree that the breach of this Agreement would
      cause irreparable damage to the non-breaching parties and that the non-breaching
      parties will not have an adequate remedy at law. Therefore, the obligations
      of
      each of the parties under this Agreement, shall be enforceable by a decree
      of
      specific performance issued by any court of competent jurisdiction, and
      appropriate injunctive relief may be applied for and granted in connection
      therewith. Such remedies shall, however, be cumulative and not exclusive and
      shall be in addition to any other remedies which any party may have under this
      Agreement or otherwise.

    2.2 Further
      Assurances. The
      parties hereto each agree to execute and deliver such other documents or
      agreements and to take such other action as may be reasonably necessary or
      desirable for the implementation of this Agreement and the consummation of
      the
      transactions contemplated hereby.

    


    2.3 Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York.

    2.4 Headings. Section
      headings of this Agreement are for reference purposes only and are to be given
      no effect in the construction or interpretation of this Agreement.

    


    


    2.5 Binding
      Effect. This
      Agreement is irrevocable and shall be binding upon and inure to the benefit
      of
      the parties and their respective successors and permitted assigns. 

    


    
      
        
        

      

      
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    2.6 Counterparts.
      This
      Agreement may be executed in counterparts, each of which when executed by any
      party will be deemed to be an original and all of which counterparts will
      together constitute one and the same Agreement. Delivery of executed copies
      of
      this Agreement by telecopier will constitute proper delivery, provided that
      originally executed counterparts are delivered to the parties within a
      reasonable time thereafter.

    


    


    


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    IN
      WITNESS WHEREOF,
      each of
      the Borrower and Laurus has caused this Agreement to be signed in its name
      this
      12th 10th day
      of
      August, 2005.

    


    
      	 	 	 
	 	
              VENTURES
                NATIONAL INCORPORATED D/B/A TITAN GENERAL HOLDINGS, INC.
                

            
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
              
David
              Marks
	 	Chairman


    

     

     

    
      	 	 	 
	 	LAURUS
              MASTERS FUND, LTD.
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
              
David
              Grin
	 	Fund
              Manager


    

     

    
 

    
      
        
        

      

      
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