Exhibit 10.2


     

     

    STOCK
      PURCHASE AGREEMENT

     

    BETWEEN
      


     

    VENTURES
      NATIONAL INCORPORATED 


     

    AND


     

    FARWELL
      EQUITY PARTNERS LLC


     

    Dated
      as of August 12, 2005

     

     

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF
      CONTENTS

    
 

    
      

        
          	Section 	Page 
	 	 
	
                  ARTICLE
                    I SALE AND PURCHASE OF
                    SHARES.........................................................................................................................................................................................................................................................................................

                	1
	
                      1.1    
                    Sale and Purchase of
                    Shares.........................................................................................................................................................................................................................................

                	
                  1

                
	
                  ARTICLE
                    II PURCHASE PRICE AND
                    PAYMENT.................................................................................................................................................................................................................

                	1
	
                      2.1     Amount
                    of Purchase
                    Price............................................................................................................................................................................................................................................

                	
                  1

                
	
                  ARTICLE
                    III CLOSING AND
                    TERMINATION.......................................................................................................................................................................................................................

                	2
	
                      3.1    
                    Closing
                    Date....................................................................................................................................................................................................................................................................

                	
                  2

                
	
                  ARTICLE
                    IV REPRESENTATIONS AND WARRANTIES OF THE
                    SELLER.....................................................................................................................................................................

                	2
	
                      4.1    
                    Organization and Good
                    Standing.................................................................................................................................................................................................................................

                	
                  2

                
	
                      4.2    
                    Authorization of Agreement.
                    .......................................................................................................................................................................................................................................

                	
                  2

                
	
                      4.3    
                    Capitalization...................................................................................................................................................................................................................................................................

                	
                  3

                
	
                      4.4    
                    Corporate
                    Records.........................................................................................................................................................................................................................................................

                	
                  3

                
	
                      4.5    
                    Ownership and Transfer of
                    Shares..............................................................................................................................................................................................................................

                	
                  3

                
	
                      4.6    
                    Ownership and Transfer of
                    Shares..............................................................................................................................................................................................................................

                	
                  3

                
	
                      4.7    
                    Other Representations and
                    Warranties......................................................................................................................................................................................................................

                	
                  4

                
	
                  ARTICLE
                    V REPRESENTATIONS AND WARRANTIES OF
                    PURCHASER.....................................................................................................................................................................

                	4
	
                      5.1    
                    Organization and Good
                    Standing................................................................................................................................................................................................................................

                	
                  4

                
	
                      5.2    
                    Authorization of
                    Agreement........................................................................................................................................................................................................................................

                	
                  4

                
	
                      5.3    
                    Litigation.........................................................................................................................................................................................................................................................................

                	
                  5

                
	
                      5.4    
                    Financial Statements; SEC
                    Reports.............................................................................................................................................................................................................................

                	
                  5

                
	
                      5.5    
                    Financial Statements; SEC
                    Reports.............................................................................................................................................................................................................................

                	
                  5

                
	
                      5.6    
                    No Undisclosed
                    Liabilities............................................................................................................................................................................................................................................

                	
                  6

                
	
                      5.7    
                    Absence of Certain
                    Developments..............................................................................................................................................................................................................................

                	
                  6

                
	
                      5.8    
                    Capitalization; Issuance of
                    Shares...............................................................................................................................................................................................................................

                	
                  8

                
	
                      5.9    
                    Financial
                    Advisors.........................................................................................................................................................................................................................................................

                	
                  8

                
	
                      5.10  
                    Patriot
                    Act.......................................................................................................................................................................................................................................................................

                	
                  8

                
	
                  ARTICLE
                    VI CONDITIONS TO
                    CLOSING...............................................................................................................................................................................................................................

                	9
	
                      6.1    Conditions
                    Precedent to Obligations of
                    Purchaser....................................................................................................................................................................................................

                	
                  9

                
	
                      6.2    Conditions
                    Precedent to Obligations of the
                    Seller.....................................................................................................................................................................................................

                	
                  10

                
	
                  ARTICLE
                    VII DOCUMENTS TO BE
                    DELIVERED..................................................................................................................................................................................................................

                	10
	
                      7.1    Documents
                    to be Delivered by the
                    Seller....................................................................................................................................................................................................................

                	
                  10

                
	
                      7.2    Documents
                    to be Delivered by the
                    Purchaser............................................................................................................................................................................................................

                	
                  11

                
	
                  ARTICLE
                    VIII
                    MISCELLANEOUS............................................................................................................................................................................................................................................

                	11
	
                      8.1    
                    Payment of Sales, Use or Similar
                    Taxes.......................................................................................................................................................................................................................

                	
                  11

                
	
                      8.2    
                    Survival of Representations and
                    Warranties.............................................................................................................................................................................................................

                	
                  11

                
	
                      8.3    
                    Expenses..........................................................................................................................................................................................................................................................................

                	
                  11

                
	
                      8.4    
                    Specific
                    Performance......................................................................................................................................................................................................................................................

                	
                  11

                
	
                      8.5    
                    Further
                    Assurances.......................................................................................................................................................................................................................................................

                	
                  12

                
	
                      8.6    
                    Submission to Jurisdiction; Consent to Service of
                    Process....................................................................................................................................................................................

                	
                  12

                
	
                      8.7    
                    Entire Agreement; Amendments and Waivers.
                    ........................................................................................................................................................................................................

                	
                  12

                
	
                      8.8    
                    Governing
                    Law...............................................................................................................................................................................................................................................................

                	
                  13

                
	
                      8.9    
                    Table of Contents and
                    Heading...................................................................................................................................................................................................................................

                	
                  13

                
	
                      8.10  
                    Notices.............................................................................................................................................................................................................................................................................

                	
                  13

                
	
                      8.11   Severability......................................................................................................................................................................................................................................................................

                	
                  14

                
	
                      8.12   Binding
                    Effect;
                    Assignment.........................................................................................................................................................................................................................................

                	
                  14

                
	
                      8.13 
                     Third Party
                    Beneficiary..................................................................................................................................................................................................................................................

                	
                  14

                


        

        

 

      

    

    


    
      
        
        

      

      
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    STOCK
      PURCHASE AGREEMENT

     

     

    STOCK
      PURCHASE AGREEMENT, dated as of August ___, 2005 (the “Agreement”), between
      Ventures National Incorporated, a corporation existing under the laws of the
      State of Utah (the “Purchaser”), and Farwell Equity Partners LLC., a Delaware
      limited liability company (the “Seller”).

     

    W
      I T
      N E S S E T H:

     

    WHEREAS,
      the Seller owns 1,000 shares of common stock, par value $0.01 (the “Shares”), of
      Oblio Telecom, Inc., a corporation existing under the laws of the State of
      Delaware, which Shares constitute all of the issued and outstanding shares
      of
      capital stock of the Company; 

     

    WHEREAS,
      the Company, immediately prior to the completion of the transaction hereunder,
      has acquired substantially all of the assets of Oblio Telecom L.L.P., a Texas
      limited liability partnership (“Oblio”), pursuant to that certain Asset Purchase
      Agreement dated July 27, 2005 (the “Purchase Agreement”) between the Seller, the
      Company, Oblio, and Sammy Jibrin and Radu Achiriloaie (together, the “Owners”);
      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:

     

    ARTICLE
      I

    SALE
      AND
      PURCHASE OF SHARES

     

    1.1     Sale
      and Purchase of Shares. 

    


     

    Upon
      the
      terms and subject to the conditions contained herein, on the Closing Date the
      Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and
      the Purchaser shall purchase from the Seller, the Shares. The purchase and
      sale
      of the Shares pursuant to this Agreement shall be effective as of the close
      of
      business on the Closing Date (the "Effective Time").

     

    


    ARTICLE
      II

    PURCHASE
      PRICE AND PAYMENT

    2.1     Amount
      of Purchase Price.  The
      purchase price for the Shares shall be the issuance and delivery to the Seller
      of 66,000,000 shares of Purchaser’s common stock, par value $0.001 (the
“
      Purchaser Shares”). 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      III

    CLOSING
      AND TERMINATION

    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 the offices of Sichenzia Ross
      Friedman Ference LLP located at 1065 Avenue of the Americas, New York, New
      York
      10018 (or at such other place as the parties may designate in writing) on the
      date first above written or on such other date as the Seller and the Purchaser
      may determine. The date on which the Closing shall be held is referred to in
      this Agreement as the "Closing Date

     

    


    ARTICLE
      IV

    REPRESENTATIONS
      AND WARRANTIES OF THE SELLER

     

    The
      Seller hereby represents and warrants to the Purchaser that:

     

    4.1     Organization
      and Good Standing. The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the jurisdiction of its incorporation as set forth above
      and
      has all requisite corporate power and authority to own, lease and operate its
      properties and to carry on its business as now conducted. The Company is duly
      qualified or authorized to do business as a foreign corporation and is in good
      standing under the laws of each jurisdiction in which it owns or leases real
      property and each other jurisdiction in which the conduct of its business or
      the
      ownership of its properties requires such qualification or authorization, except
      where the failure to be so qualified would not have a material adverse effect
      on
      the business, assets or financial condition of Company taken as a whole
      (“Material Adverse Effect”). 

     

    4.2     Authorization
      of Agreement.  The
      Seller
      has all requisite power, authority and legal capacity to execute and deliver
      this Agreement, and each other agreement, document, or instrument or certificate
      contemplated by this Agreement or to be executed by the Seller in connection
      with the consummation of the transactions contemplated by this Agreement
      (together with this Agreement, the "Seller Documents"), and to consummate the
      transactions contemplated hereby and thereby. This Agreement has been, and
      each
      of the Seller Documents will be at or prior to the Closing, duly and validly
      executed and delivered by the Seller and (assuming the due orization, execution
      and delivery by the other parties hereto and thereto) this Agreement
      constitutes, and each of the Seller Documents when so executed and delivered
      will constitute, legal, valid and binding obligations of the Seller, forceable
      against the Seller in accordance with their respective terms, subject to
      applicable bankruptcy, insolvency, reorganization, moratorium and similar laws
      affecting creditors' rights and remedies generally, and subject, as to
      nforceability, to general principles of equity, including principles of
      commercial reasonableness, good faith and fair dealing (regardless of whether
      enforcement is sought in a proceeding at law or in equity).

     

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    4.3     Capitalization. 

     

     The
      authorized capital stock of the Company consists of 1,000 shares of common
      stock, par value $0.01 (the “Common Stock”), all of which are issued and
      outstanding, and 10,000 shares of preferred stock, par value $0.01 (the
“Preferred Stock”), none of which have been issued. All of the issued and
      outstanding shares of Common Stock were duly authorized for issuance and are
      validly issued, fully paid and non-assessable.

     

    4.4 Corporate
      Records.

    


    (a)    The
      Seller has delivered to the Purchaser true, correct and complete copies of
      the
      certificate of incorporation (certified by the Secretary of the State of
      Delaware) and by-laws (certified by the Company’s secretary, assistant secretary
      or other appropriate officer) of the Company.

    


    (b)     The
      minute books of the Company previously made available to the Purchaser contain
      complete and accurate records of all meetings and accurately reflect all other
      corporate action of the stockholders and board of directors (including
      committees thereof) of the Company. The stock certificate books and stock
      transfer ledgers of the Company previously made available to the Purchaser
      are
      true, correct and complete. 

     

    4.5    Conflicts;
      Consents of Third Parties. 

    


    (a)     None
      of
      the execution and delivery by the Seller, the Seller Documents, the consummation
      of the transactions contemplated hereby or thereby, or compliance by the Seller
      with any of the provisions hereof or thereof will (i) conflict with, or result
      in the breach of, any provision of the certificate of incorporation or by-laws
      of the Company; (ii) conflict with, violate, result in the breach or termination
      of, or constitute a default under any note, bond, mortgage, indenture, license,
      agreement or other instrument or obligation to which the Company is a party
      or
      by which any of them or any of their respective properties or assets is bound;
      (iii) violate any statute, rule, regulation, order or decree of any governmental
      body or authority by which the Company is bound; or (iv) result in the creation
      of any lien, charge or encumbrance or any kind or nature (“Lien”) upon the
      properties or assets of the Company except, in case of clauses (ii), (iii)
      and
      (iv), for such violations, breaches or defaults as would not, individually
      or in
      the aggregate, have a Material Adverse Effect.

    


    (b)    Except
      as
      set forth in Schedule 4.5, no consent, waiver, approval, order, permit or
      authorization of, or declaration or filing with, or notification to, any person,
      entity or governmental body is required on the part of the Seller or the Company
      in connection with the execution and delivery of the Seller Documents, or the
      compliance by the Seller or the Company as the case may be, with any of the
      provisions hereof or thereof.

     

    4.6    Ownership
      and Transfer of Shares.The Seller
      is
      the record and beneficial owner of the Shares, free and clear of any and all
      Liens. The Seller has the power and authority to sell, transfer, assign and
      deliver such Shares as provided in this Agreement, and such delivery will convey
      to the Purchaser good and marketable title to such Shares, free and clear of
      any
      and all liens. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    4.7    Other
      Representations and Warranties.
      The
      Seller, with Oblio’s and the Owners’ consent, herewith repeats all
      representations and warranties made by Oblio and the Owners set forth in
      Sections 3.6 through 3.28 of the Purchase Agreement which representations and
      warranties are hereby incorporated by reference to the Purchase Agreement and
      which, under the terns of the Purchase Agreement, may be relied upon by
      Purchaser as though made by Oblio and the Owners herein. In case of a breach
      of
      such representations and warranties, Purchaser shall be entitled exclusively
      to
      the remedies against the Seller, Oblio and the Owners afforded to the Seller
      under the Purchase Agreement, including, without limitation, Article VIII
      thereof. Purchaser shall have no remedies against Oblio and the Owners
      hereunder.

    


     

    


    ARTICLE
      V

    REPRESENTATIONS
      AND WARRANTIES OF PURCHASER

    5.1     Organization
      and Good Standing. 

    


    The
      Purchaser is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Utah upon filing of its annual reports as
      required by Utah law. 

     

    5.2     Authorization
      of Agreement. 

     

    The
      Purchaser has full corporate power and authority to execute and deliver this
      Agreement and each other agreement, document, instrument or certificate
      contemplated by this Agreement or to be executed by the Purchaser in connection
      with the consummation of the transactions contemplated hereby and thereby
      (together with such other documents, the “Purchaser Documents”), and to
      consummate the transactions contemplated hereby and thereby. The execution,
      delivery and performance by the Purchaser of this Agreement and each Purchaser
      Document have been duly authorized by all necessary corporate action on behalf
      of the Purchaser. This Agreement has been, and each Purchaser Document will
      be
      at or prior to the Closing, duly executed and delivered by the Purchaser and
      (assuming the due authorization, execution and delivery by the other parties
      hereto and thereto) this Agreement constitutes, and each Purchaser Document
      when
      so executed and delivered will constitute, legal, valid and binding obligations
      of the Purchaser, enforceable against the Purchaser in accordance with their
      respective terms, subject to applicable bankruptcy, insolvency, reorganization,
      moratorium and similar laws affecting creditors’ rights and remedies generally,
      and subject, as to enforceability, to general principles of equity, including
      principles of commercial reasonableness, good faith and fair dealing (regardless
      of whether enforcement is sought in a proceeding at law or in
      equity).

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

      5.3    Conflicts;
        Consents of Third Parties. 

    

     

    (a) Neither
      of the execution and delivery by the Purchaser of the Purchaser Documents,
      nor
      the compliance by the Purchaser with any of the provisions hereof or thereof
      will (i) conflict with, or result in the breach of, any provision of the
      certificate of incorporation or by-laws of the Purchaser, (ii) conflict with,
      violate, result in the breach of, or constitute a default under any note, bond,
      mortgage, indenture, license, agreement or other obligation to which the
      Purchaser is a party or by which the Purchaser or its properties or assets
      are
      bound or (iii) violate any statute, rule, regulation, order or decree of any
      governmental body or authority by which the Purchaser is bound, except, in
      the
      case of clauses (ii) and (iii), for such violations, breaches or defaults as
      would not, individually or in the aggregate, have a material adverse effect
      on
      the business, properties, results of operations, prospects, conditions
      (financial or otherwise) of the Purchaser and its subsidiaries, taken as a
      whole.

    


    (b) No
      consent, waiver, approval, order, permit or authorization of, or declaration
      or
      filing with, or notification to, any person or governmental body is required
      on
      the part of the Purchaser in connection with the execution and delivery of
      this
      Agreement or the Purchaser Documents or the compliance by Purchaser with any
      of
      the provisions hereof or thereof.

     

    5.4    Litigation.
      There
      are no Legal Proceedings pending or, to the best knowledge of the Purchaser,
      threatened that are reasonably likely to prohibit or restrain the ability of
      the
      Purchaser to enter into this Agreement or consummate the transactions
      contemplated hereby.

     

    5.5    Financial
      Statements; SEC Reports.

    


    (a) The
      Purchaser has delivered to the Seller copies of (i) the audited consolidated
      balance sheets of the Purchaser as at August 31, 2004 and 2003 and the related
      audited consolidated statements of income and of cash flows of the Purchaser
      for
      the fiscal years then ended and (ii) the unaudited but reviewed consolidated
      balance sheet of the Purchaser as at February 28, 2005 and the related
      consolidated statements of income and cash flows of the Purchaser for the
      six-month period then ended (such audited and unaudited statements, including
      the related notes and schedules thereto, are referred to herein as the
“Purchaser Financial Statements”). Each of the Purchaser Financial Statements is
      complete and correct in all material respects, will be prepared in accordance
      with GAAP (subject to normal year-end adjustments in the case of the unaudited
      statements) and in conformity with the practices consistently applied by the
      Purchaser without modification of the accounting principles used in the
      preparation thereof and will present fairly the financial position, results
      of
      operations and cash flows of the Purchaser as at the dates and for the periods
      indicated.

    


     

    For
      the
      purposes hereof, the unaudited but reviewed consolidated balance sheet of the
      Purchaser as at February 28, 2005 is referred to as the “Purchaser Balance
      Sheet” and February 28, 2005 is referred to as the “Purchaser Balance Sheet
      Date”. 

     

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    (b) The
      Purchaser has filed all reports required to be filed by it under the Securities
      Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act
      of 1934, as amended (the “Exchange Act”) including pursuant to Section 13(a) or
      15(d) thereof, for the two years preceding the date hereof (or such shorter
      period as the Company was required by law to file such material) (the foregoing
      materials, including the exhibits thereto, being collectively referred to herein
      as the “SEC Reports”) on a timely basis or has received a valid extension of
      such time of filing and has filed any such SEC Reports prior to the expiration
      of any such extension. As of their respective dates, the SEC Reports complied
      in
      all material respects with the requirements of the Securities Act and the
      Exchange Act and the rules and regulations of the Commission promulgated
      thereunder, and none of the SEC Reports, when filed, contained any untrue
      statement of a material fact or omitted to state a material fact required to
      be
      stated therein or necessary in order to make the statements therein, in light
      of
      the circumstances under which they were made, not misleading. 

     

    5.6     No
      Undisclosed Liabilities.
      The
      Purchaser has no indebtedness, obligations or liabilities of any kind (whether
      accrued, absolute, contingent or otherwise, and whether due or to become due)
      that would have been required to be reflected in, reserved against or otherwise
      described on the Purchaser Balance Sheet or in the notes thereto in accordance
      with GAAP which was not fully reflected in, reserved against or otherwise
      described in the Purchaser Balance Sheet or the notes thereto or was not
      incurred in the ordinary course of business consistent with past practice since
      the Purchaser Balance Sheet Date.

     

    5.7    Absence
      of Certain Developments.
      Except
      as expressly contemplated by this Agreement or as set forth on Schedule 4.7,
      since the Purchaser Balance Sheet Date:

    


    (i)     there
      has
      not been an event which had a Material Adverse Effect on Purchaser nor has
      there
      occurred any event which is reasonably likely to result in a Material Adverse
      Effect on Purchaser;

    


    (ii)     there
      has
      not been any damage, destruction or loss, whether or not covered by insurance,
      with respect to the property and assets of the Seller having a replacement
      cost
      of more than $50,000 for any single loss or $100,000 for all such
      losses;

    


    (iii)     there
      has
      not been any declaration, setting aside or payment of any dividend or other
      distribution in respect of any shares of capital stock of the Seller or any
      repurchase, redemption or other acquisition by the Seller of any outstanding
      shares of capital stock or other securities of, or other ownership interest
      in,
      the Seller;

    


    (iv)     the
      Purchaser has not awarded or paid any bonuses to employees of the Purchaser
      with
      respect to the fiscal year ended 2004, except to the extent accrued on the
      Purchaser Balance Sheet or entered into any employment, deferred compensation,
      severance or similar agreement (nor amended any such agreement) or agreed to
      increase the compensation payable or to become payable by it to any of the
      Purchaser’s directors, officers, employees, agents or representatives or agreed
      to increase the coverage or benefits available under any severance pay,
      termination pay, vacation pay, company awards, salary continuation for
      disability, sick leave, deferred compensation, bonus or other incentive
      compensation, insurance, pension or other employee benefit plan, payment or
      arrangement made to, for or with such directors, officers, employees, agents
      or
      representatives (other than normal increases in the ordinary course of business
      consistent with past practice and that in the aggregate have not resulted in
      a
      material increase in the benefits or compensation expense of the
      Purchaser);

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    (v)              there
      has
      not been any change by the Purchaser in accounting or Tax reporting principles,
      methods or policies;

    


    (vi)            
      the
      Purchaser has not entered into any transaction or Contract or conducted its
      business other than in the ordinary course consistent with past
      practice;

    


    (vii)    the
      Purchaser has not failed to promptly pay and discharge current liabilities
      except where disputed in good faith by appropriate proceedings;

    


    (viii)           the
      Purchaser has not made any loans, advances or capital contributions to, or
      investments in, any Person or paid any fees or expenses to the Seller or any
      Affiliate of the Seller;

    


    (ix)    the
      Purchaser has not mortgaged, pledged or subjected to any Lien any of its assets,
      or acquired any assets or sold, assigned, transferred, conveyed, leased or
      otherwise disposed of any assets of the Seller, except for assets acquired
      or
      sold, assigned, transferred, conveyed, leased or otherwise disposed of in the
      ordinary course of business consistent with past practice;

    


    (x)             
      the
      Purchaser has not discharged or satisfied any Lien, or paid any obligation
      or
      liability (fixed or contingent), except in the ordinary course of business
      consistent with past practice and which, in the aggregate, would not be material
      to the Seller;

    


    (xi)    the
      Purchaser has not canceled or compromised any debt or claim or amended,
      canceled, terminated, relinquished, waived or released any Contract or right
      except in the ordinary course of business consistent with past practice and
      which, in the aggregate, would not be material to the Purchaser;

    


    (xii)            the
      Purchaser has not made or committed to make any capital expenditures or capital
      additions or betterments in excess of $50,000 individually or $200,000 in the
      aggregate;

    


    (xiii)          
      the
      Purchaser has not instituted or settled any material legal proceeding;
      and

    


    (xiv)           the
      Purchaser has not agreed to do anything set forth in this Section
      5.7.

     

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

      5.8              
        Capitalization;
        Issuance of Shares.

    

     

    (a) The
      authorized capital stock of the Purchaser consists of 950,000,000 shares of
      common stock, $.001 par value (“Purchaser Common Stock”), of which 24,749,305
      shares are outstanding as of the date hereof. All of the issued and outstanding
      shares of Common Stock were duly authorized for issuance and are validly issued,
      fully paid and non-assessable.

     

    5.9              
      Financial
      Advisors. 

     

    No
      person
      has acted, directly or indirectly, as a broker, finder or financial advisor
      for
      the Purchaser in connection with the transactions contemplated by this Agreement
      and no person is entitled to any fee or commission or like payment in respect
      thereof.

     

    5.10   
Patriot
      Act. 

     

    The
      Purchaser certifies that, to the best of the Purchaser’s knowledge, the
      Purchaser has not been designated, and is not owned or controlled, by a
“suspected terrorist” as defined in Executive Order 13224. The Purchaser hereby
      acknowledges that the Seller seeks to comply with all applicable Laws concerning
      money laundering and related activities. In furtherance of those efforts, the
      Purchaser hereby represents, warrants and agrees that: (i) none of the cash
      or
      property owned by the Seller has been or shall be derived from, or related
      to,
      any activity that is deemed criminal under United States law; and (ii) no
      contribution or payment by the Purchaser has, and this Agreement will not,
      cause
      the Purchaser to be in violation of the United States Bank Secrecy Act, the
      United States International Money Laundering Control Act of 1986 or the United
      States International Money Laundering Abatement and Anti-Terrorist Financing
      Act
      of 2001. 

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      VI

    
      CONDITIONS
        TO CLOSING

    

    6.1     Conditions
      Precedent to Obligations of Purchaser. 

     

    The
      obligation of the Purchaser to consummate the transactions contemplated by
      this
      Agreement is subject to the fulfillment, on or prior to the Closing Date, of
      each of the following conditions (any or all of which may be waived by the
      Purchaser in whole or in part to the extent permitted by applicable
      Law):

     

    


    (a)    all
      representations and warranties of the Seller contained herein shall be true
      and
      correct, as of the date hereof;

    


    (b)    all
      representations and warranties of the Seller contained herein qualified as
      to
      materiality shall be true and correct, and the representations and warranties
      of
      the Seller contained herein not qualified as to materiality shall be true and
      correct in all material respects, at and as of the Closing Date with the same
      effect as though those representations and warranties had been made again at
      and
      as of that time;

    


    (c)    the
      Seller shall have performed and complied in all material respects with all
      obligations and covenants required by this Agreement to be performed or complied
      with by them on or prior to the Closing Date;

    


    (d)    the
      Purchaser shall have been furnished with certificates (dated the Closing Date
      and in form and substance reasonably satisfactory to the Purchaser) executed
      by
      each Seller certifying as to the fulfillment of the conditions specified in
      Sections 6.1(a), 6.1(b) and 6.1(c) hereof;

    


    (e)     Certificates
      representing the Shares shall have been, or shall at the Closing be, validly
      delivered and transferred to the Purchaser, free and clear of any and all
      liens;

    


    (f)     there
      shall not have been or occurred any event causing a Material Adverse Effect
      on
      the Company;

    


    (g)    the
      Seller shall have obtained all consents and waivers referred to in Section
      4.6
      hereof and not otherwise waived by Purchaser, in a form reasonably satisfactory
      to the Purchaser, with respect to the transactions contemplated .

    


    (h)    no
      Legal
      Proceedings shall have been instituted or threatened or claim or demand made
      against the Seller, the Company, or the Purchaser seeking to restrain or
      prohibit or to obtain substantial damages with respect to the consummation
      of
      the transactions contemplated hereby, and there shall not be in effect any
      order
      by a governmental body of competent jurisdiction restraining, enjoining or
      otherwise prohibiting the consummation of the transactions contemplated
      hereby;

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    6.2     Conditions
      Precedent to Obligations of the Seller. 

     

    The
      obligations of the Seller to consummate the transactions contemplated by this
      Agreement are subject to the fulfillment, prior to or on the Closing Date,
      of
      each of the following conditions (any or all of which may be waived by the
      Seller in whole or in part to the extent permitted by applicable
      Law):

     

    


    (a)    all
      representations and warranties of the Purchaser contained herein shall be true
      and correct as of the date hereof;

    


    (b)    all
      representations and warranties of the Purchaser contained herein qualified
      as to
      materiality shall be true and correct, and all representations and warranties
      of
      the Purchaser contained herein not qualified as to materiality shall be true
      and
      correct in all material respects, at and as of the Closing Date with the same
      effect as though those representations and warranties had been made again at
      and
      as of that date;

    


    (c)    the
      Purchaser shall have performed and complied in all material respects with all
      obligations and covenants required by this Agreement to be performed or complied
      with by Purchaser on or prior to the Closing Date;

    


    (d)    the
      Seller shall have been furnished with certificates (dated the Closing Date
      and
      in form and substance reasonably satisfactory to the Seller) executed by the
      Chief Executive Officer and Chief Financial Officer of the Purchaser certifying
      as to the fulfillment of the conditions specified in Sections 6.2(a), 6.2(b)
      and
      Section 6.2(c);

    


    (e)    there
      shall not have been or occurred any event causing a Material Adverse Effect
      on
      the Purchaser;

    


    (f)     no
      Legal
      Proceedings shall have been instituted or threatened or claim or demand made
      against the Purchaser seeking to restrain or prohibit or to obtain substantial
      damages with respect to the consummation of the transactions contemplated
      hereby, and there shall not be in effect any order by a governmental body of
      competent jurisdiction restraining, enjoining or otherwise prohibiting the
      consummation of the transactions contemplated hereby.

    


    ARTICLE
      VII

    DOCUMENTS
      TO BE DELIVERED

     

    7.1     Documents
      to be Delivered by the Seller. 

     

    At
      the
      Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser
      the following:

     

    


    (a)     stock
      certificates representing the Shares, duly endorsed in blank or accompanied
      by
      stock transfer powers and with all requisite stock transfer tax stamps attached;
      

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    (b)     the
      certificates referred to in Section 6.1(d) hereof; and

    


    (c)     such
      other documents as the Purchaser shall reasonably request.

     

    7.2     Documents
      to be Delivered by the Purchaser. 

     

    At
      the
      Closing, the Purchaser shall deliver to the Seller the following:

     

    


    (a)     The
      Purchaser Shares;

    


    (b)     the
      certificates referred to in Section 6.2(d) hereof; 

    


    (c) such
      other documents as the Seller shall reasonably request.

    


    ARTICLE
      VIII

    MISCELLANEOUS

    8.1     Payment
      of Sales, Use or Similar Taxes. 

     

    All
      sales, use, transfer, intangible, recordation, documentary stamp or similar
      Taxes or charges, of any nature whatsoever, applicable to, or resulting from,
      the transactions contemplated by this Agreement shall be borne by the
      Seller.

     

    8.2     Survival
      of Representations and Warranties. 

     

    The
      parties hereto hereby agree that the representations and warranties contained
      in
      this Agreement or in any certificate, document or instrument delivered in
      connection herewith, shall survive the execution and delivery of this Agreement,
      and the Closing hereunder, regardless of any investigation made by the parties
      hereto; provided, however, that any claims or actions with respect thereto
      shall
      terminate unless within twenty four (24) months after the Closing Date written
      notice of such claims is given to the Seller or such actions are
      commenced.

     

    8.3     Expenses. 

     

    Except
      as
      otherwise provided in this Agreement, the Seller and the Purchaser shall each
      bear its own expenses incurred in connection with the negotiation and execution
      of this Agreement and each other agreement, document and instrument contemplated
      by this Agreement and the consummation of the transactions contemplated hereby
      and thereby, it being understood that in the event the transaction is
      consummated the Company shall not bear any of such costs and expenses; provided,
      however, that the costs associated with the audit of the Company in connection
      with the transaction contemplated hereby shall be paid by the Purchaser as
      a
      post-transaction expense.

     

    8.4     Specific
      Performance. 

     

    The
      Seller acknowledges and agrees that the breach of this Agreement would cause
      irreparable damage to the Purchaser and that the Purchaser will not have an
      adequate remedy at law. Therefore, the obligations of the Seller under this
      Agreement, including, without limitation, the Seller’s obligation to sell the
      Shares to the Purchaser, 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.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    8.5     Further
      Assurances. 

     

    The
      Seller and the Purchaser 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.

     

    8.6     Submission
      to Jurisdiction; Consent to Service of Process.

    


    (a)     The
      parties hereto hereby irrevocably submit to the non-exclusive jurisdiction
      of
      any federal or state court located within the State of Delaware over any dispute
      arising out of or relating to this Agreement or any of the transactions
      contemplated hereby and each party hereby irrevocably agrees that all claims
      in
      respect of such dispute or any suit, action proceeding related thereto may
      be
      heard and determined in such courts. The parties hereby irrevocably waive,
      to
      the fullest extent permitted by applicable Law, any objection which they may
      now
      or hereafter have to the laying of venue of any such dispute brought in such
      court or any defense of inconvenient forum for the maintenance of such dispute.
      Each of the parties hereto agrees that a judgment in any such dispute may be
      enforced in other jurisdictions by suit on the judgment or in any other manner
      provided by law.

    


    (b)     Each
      of
      the parties hereto hereby consents to process being served by any party to
      this
      Agreement in any suit, action or proceeding by the mailing of a copy thereof
      in
      accordance with the provisions of Section 8.10.

     

    8.7 Entire
      Agreement; Amendments and Waivers. 

    


     

    This
      Agreement (including the schedules and exhibits hereto) represents the entire
      understanding and agreement among the parties hereto with respect to the subject
      matter hereof and can be amended, supplemented or changed, and any provision
      hereof can be waived, only by written instrument making specific reference
      to
      this Agreement signed by the party against whom enforcement of any such
      amendment, supplement, modification or waiver is sought. No action taken
      pursuant to this Agreement, including without limitation, any investigation
      by
      or on behalf of any party, shall be deemed to constitute a waiver by the party
      taking such action of compliance with any representation, warranty, covenant
      or
      agreement contained herein. The waiver by any party hereto of a breach of any
      provision of this Agreement shall not operate or be construed as a further
      or
      continuing waiver of such breach or as a waiver of any other or subsequent
      breach. No failure on the part of any party to exercise, and no delay in
      exercising, any right, power or remedy hereunder shall operate as a waiver
      thereof, nor shall any single or partial exercise of such right, power or remedy
      by such party preclude any other or further exercise thereof or the exercise
      of
      any other right, power or remedy. All remedies hereunder are cumulative and
      are
      not exclusive of any other remedies provided by law.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    8.8     Governing
      Law. 

    


     

    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware.

     

    8.9     Table
      of Contents and Headings. 

     

    The
      table
      of contents and 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.

     

    8.10     Notices. 

     

    All
      notices and other communications under this Agreement shall be in writing and
      shall be deemed given when delivered by hand, overnight delivery or mailed
      by
      certified mail, return receipt requested, to the parties (and shall also be
      transmitted by facsimile to the persons receiving copies
      thereof) at the following addresses (or to such other address as a party may
      have specified by notice given to the other party pursuant to this
      provision):

     

    
      	 	
               

            	
              (a)    Purchaser:

            


    

     

    Ventures-National
      Incorporated

    44358
      Old
      Warm Springs Blvd.

    Fremont,
      CA 94538

    Attn:
      David Marks, Chairman

    Phone:
      510-824-1200

    Fax: 312-873-3739

    


    


    Copy
      to:

    


    Thomas
      A.
      Rose, Esq.

    Sichenzia
      Ross Friedman Ference LLP

    1065
      Avenue of the Americas

    New
      York,
      New York 10018

    Phone:
      (212) 930-9700

    Facsimile:
      (212) 930-9725

     

    
 

    
      	 	
               

            	
              (b)    Seller:

            


    

     

    
       

    

    1818
      North Farwell Avenue, 

    Milwaukee,
      WI 53202 

    Attn:
      David Marks, Managing Member 

    Phone:
      510-824-1200

    Fax: 312-873-3739

    
 

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    8.11     Severability. 

     

    If
      any
      provision of this Agreement is invalid or unenforceable, the balance of this
      Agreement shall remain in effect.

     

    8.12     Binding
      Effect; Assignment.

     

    This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their respective successors and permitted assigns. Nothing in this Agreement
      shall create or be deemed to create any third party beneficiary rights in any
      person or entity not a party to this Agreement except as provided below. No
      assignment of this Agreement or of any rights or obligations hereunder may
      be
      made by either the Seller or the Purchaser (by operation of law or otherwise)
      without the prior written consent of the other parties hereto and any
      attempted assignment
      without the required consents shall be void; provided, however, that the
      Purchaser may assign this Agreement and any or all rights or obligations
      hereunder (including, without limitation, the Purchaser's rights to seek
      indemnification hereunder) to any Affiliate of the Purchaser. Upon any such
      permitted assignment, the references in this Agreement to the Purchaser shall
      also apply to any such assignee unless the context otherwise
      requires.

     

    8.13     Third
      Party Beneficiary.

    


     

    The
      parties hereto agree that Oblio and the Owners are third party beneficiaries
      of
      the Purchaser’s representations and warranties made in Article V hereof and that
      they shall have the right to rely upon same as if they were made in the final
      and executed version of the Purchase Agreement. Breach of any such
      representations and warranties by the Purchaser will entitle them to
      indemnification under Article VIII of the Purchase Agreement.

     

    


     

    [intentionally
      blank]

     

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    


    


    


    VENTURES
      NATIONAL INCORPORATED 

    


    


    By: /s/_____________________________

    David
      Marks, Chairman

    


    FARWELL
      EQUITY PARTNERS LLC.

    


    


    By:
      /s/______________________________

    David
      Marks, Managing Member       

    


    As
      to
      Section 4.7 only:

    


    OBLIO
      TELECOM L.L.P.

    


    


    By: 
      /s/_______________________________

    


    


    /s/___________________________________

    SAMMY
      JIBRIN

    


    


    /s/____________________________________

    RADU
      ACHIRILOAIE