April 6, 2005 Form 8k Exhibit 10.3







INDEMNIFICATION
AGREEMENT




AGREEMENT, made as
of the 4th day of April, 2005, between Ventures-National, Inc. (d/b/a Titan
General Holdings, Inc.), a Utah corporation (“Titan”), and Farwell Equity
Partners, LLC, a Delaware limited liability corporation
(“Farwell”).

 

WHEREAS, Titan
has entered into a Security Agreement dated as of November 20, 2003 (as amended,
modified, restated or supplemented from time to time, the “Security
Agreement”),
pursuant to which Laurus Master Fund, Ltd. (the “Pledgee”) provides or will
provide certain financial accommodations to Titan; and




WHEREAS, in
order to induce the Pledgee to provide or continue to provide the financial
accommodations described in the Security Agreement, Farwell has agreed to pledge
and grant a security interest in collateral to the Pledgee on the terms and
conditions set forth in a Stock Pledge Agreement between Farwell, Titan and the
Pledgee, dated as of the date hereof (the “Agreement”); and




WHEREAS,
Titan
wishes to indemnify Farwell for any liabilities it may incur as a result of or
arising from the Agreement.




NOW
THEREFORE, for good
and valuable consideration, the sufficiency of which is hereby
acknowledged:




1. Titan
agrees to indemnify and hold harmless Farwell, its officer, directors, members
and anyone affiliated therewith in any manner (each, an “Indemnified Party”),
against and in respect of all losses, liabilities, obligations, damages,
deficiencies, actions, suits, proceedings, demands, assessments, orders,
judgments, costs and expenses (including the reasonable fees, disbursements and
expenses of attorneys and consultants) of any kind or nature whatsoever, to the
extent sustained, suffered or incurred by or made against any Indemnified Party
(collectively, a “Loss”), to the extent based upon, arising out of or in
connection with the Agreement. An
Indemnified Party shall be entitled to the indemnification rights provided
herein if an Indemnified Party is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative in nature.

 

2. All
reasonable expenses and costs incurred by the Indemnified Party (including
attorneys' fees, retainers and advances of disbursements required) shall be paid
by Titan in advance of the final disposition of such action, suit or proceeding
at the request of the Indemnified Party. The Indemnified Party’s entitlement to
such expenses shall include those incurred in connection with any proceeding by
the Indemnified Party seeking an adjudication or award in arbitration pursuant
to this Agreement. 

 

3. If any
provision or provisions of this Agreement shall be held to be invalid, illegal
or unenforceable for any reason whatsoever: (a) the validity, legality and
enforceability of the remaining provisions of this Agreement (including, without
limitation, all portions of any paragraphs of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that are not themselves
invalid, illegal or unenforceable) shall not in any way be affected or impaired
thereby; and (b) to the fullest extent possible, the provisions of this
Agreement (including, without limitation, all portions of any paragraph of this
Agreement containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable) shall
be construed so as to give effect to the intent manifested by the provision held
invalid, illegal or unenforceable.




4. This
Agreement, together with the schedules hereto, constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes and
cancels any and all prior or contemporaneous arrangements, understandings and
agreements between them relating to the subject matter hereof.




5. This
Agreement and the transactions contemplated hereby shall be governed and
construed by and enforced in accordance with the laws of the State of New York,
without regard to conflict of laws principles.




6. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original and all of which shall constitute the same
instrument.




IN
WITNESS WHEREOF, the
undersigned have executed this Agreement as of the date set forth
above.



	 	 	 
	 	VENTURES-NATIONAL, INC.
	 
 	 
 	 
 
		By:  	/s/ CURTIS
  OKUMURA
	 	
      

      Curtis Okumura
	 	Title:
President




	 	 	 
	 	FARWELL EQUITY
      PARTNERS, LLC
	 
 	 
 	 
 
		By:  	/s/ DAVID MARKS
	 	
      

      David Marks
	 	Title: Managing
Member