AMENDMENT NO. 2 TO SECURED CONVERTIBLE MINIMUM BORROWING NOTE OF
       VENTURES NATIONAL INCORPORATED D/B/A TITAN GENERAL HOLDINGS, INC.

                                February 25, 2004

      Reference is made to that certain secured convertible minimum borrowing
note dated November 20, 2003 made by VENTURES NATIONAL INCORPORATED D/B/A TITAN
GENERAL HOLDINGS, INC., a Utah (the "BORROWER") in favor 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"") in the
original principal amount of One Million Five Hundred Thousand Dollars
($1,500,000) as amended by that certain Amendment No. 1 to Secured Convertible
Minimum Borrowing Note dated as of January 8, 2004, (the "MB Note"). Capitalized
terms used herein without definition shall have the meanings ascribed to such
terms in the MBNote.


      WHEREAS the Borrower and Laurus agree that on the date hereof the
aggregate amount outstanding under the i) MB Note and ii) that certain Secured
Revolving Note of the Borrower dated November 20, 2003 made in favor of Laurus,
is $2,382,820.

      NOW, THEREFORE, in consideration for the execution and delivery by the
Borrower of all documents requested by Laurus, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

            1.    Section 2.2 of the MB Note is hereby amended to delete the
                  reference to "0.60"contained therein and in its stead to
                  insert "$0.40".

            2.    The foregoing amendment shall be effective as of the date
                  hereof.

            3.    There are no other amendments to the MB Note.


            4.    The Borrower hereby represents and warrants to Laurus that as
                  of the date hereof all representations, warranties and
                  covenants made by Borrower in connection with the MB Note are
                  true correct and complete and all of Borrower's covenants
                  requirements have been met. As of the date hereof, no Event of
                  Default under any Ancillary Agreements (as defined in the
                  Security Agreement) has occurred or is continuing.

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      IN WITNESS WHEREOF, each of the Borrower and Laurus has caused this
Amendment No. 2 to Secured Convertible Minimum Borrowing Note to be signed in
its name this 25th day of February, 2004.


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



                                              By:/s/ DANIEL GUIMOND
                                                 ------------------------------
                                                 Name:  Daniel Guimond
                                                 Title: Chief Financial Officer



                                              LAURUS MASTER FUND, LTD.


                                              By:/s/ DAVID GRIN
                                                 ------------------------------
                                              Name:  David Grin
                                              Title: Fund Manager