April 6, 2005 Form 8k Exhibit 10.1




 



April 4,
2005










Ventures
National, Inc.

D/b/a
Titan General Holdings, Inc.

44358 Old
Warm Springs Blvd.

Fremont,
CA 94538

Attention:
Chief Financial Officer




Farwell
Equity Partners, LLC

1818 N.
Farwell Avenue

Milwaukee,
WI 53202

Attn:
David Marks

 



 


Re: Overadvance
Letter Agreement




Gentelmen:




Reference
is hereby made to that certain Security Agreement dated as of November 20, 2003
by and among Ventures National, Inc. D/b/a Titan General Holdings, Inc., a Utah
corporation (“TTGH), such other subsidiaries of TTGH named in that certain
Security Agreement or which hereafter become a party thereto (collectively, the
“Company”) and Laurus Master Fund, Ltd. (“Laurus”) (the “Security Agreement”).
Capitalized terms used but not defined herein shall have the meanings ascribed
them in the Security Agreement. Laurus is hereby notifying you of its decision
to exercise the discretion granted to it pursuant to Section 2(a)(iii) of the
Security Agreement for the period ending April 4, 2006 (the “Overadvance
Period”), to make additional Loans available to the Company in excess of the
Formula Amount up to an aggregate principal amount of $1,000,000 (the
“Overadvance”). The Overadvance will be made to TTGH, at the joint discretion of
Laurus and Farwell Equity Partners, LLC, in Loan tranches of up to $150,000 from
time to time during the Overadvance Period, provided, however, TTGH shall repay
to Laurus, in full and in cash, any and all Loans in excess of the Formula
Amount on or before April 4, 2006 or such Loans in excess of the Formula Amount
shall for all intents and purposes be deemed Overadvances.




In
connection with making the Overadvance, for a period of 365 days from the date
hereof (the “Period”), Laurus hereby waives compliance with Section 3 of the
Security Agreement, but solely as such provision relates to the immediate
repayment requirement for Overadvances. Laurus further agrees that solely for
such Period (but not thereafter), (i) the Overadvance shall not trigger an Event
of Default under Section 19(a) of the Security Agreement, and
(ii) the Overadvance rate set forth in Section 5(b)(ii) of the Security
Agreement (the “Overadvance Rate”) shall not apply. All
other terms and provisions of the Security Agreement and the Ancillary
Agreements remain in full force and effect. 

 



This
letter may not be amended or waived except by an instrument in writing signed by
the Company and Laurus. This letter may be executed in any number of
counterparts, each of which shall be an original and all of which, when taken
together, shall constitute one agreement. Delivery of an executed signature page
of this letter by facsimile transmission shall be effective as delivery of a
manually executed counterpart hereof or thereof, as the case may be. This letter
shall be governed by, and construed in accordance with, the laws of the State of
New York. This letter sets forth the entire agreement between the parties hereto
as to the matters set forth herein and supersede all prior communications,
written or oral, with respect to the matters herein.

 

If the
foregoing meets with your approval please signify your acceptance of the terms
hereof by signing below. 




 



	 	 	 
	 	LAURUS MASTER
      FUND, LTD.
	 
 	 
 	 
 
	 	By:  	/s/ DAVID GRIN
	 	
      

      David Grin
	 	Title: Director




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

      David Marks
	 	Title: Managing
    Member



 

                                                                          Agreed and accepted on the date
hereof




	 	 	 
	 	
      VENTURES NATIONAL,
      INC.

      D/B/A TITAN GENERAL HOLDINGS,
      INC.

	 
 	 
 	 
 
		By:  	/s/ CURTIS
  OKUMURA
	 	
      

      Curtis Okumura
	 	Title:
President