AMENDMENT NO. 1 TO SECURED REVOLVING NOTE OF VENTURES NATIONAL
                INCORPORATED D/B/A TITAN GENERAL HOLDINGS, INC.

                                February 25, 2004

      Reference is made to that certain secured revolving 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 Two Million Five Hundred Thousand Dollars ($2,500,000) dated as of
November 20, 2003, (the "Revolving Note"). Capitalized terms used herein without
definition shall have the meanings ascribed to such terms in the Revolving Note.


      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 2.1 of the Revolving Note is hereby amended to delete
                  the reference to "0.77"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 Revolving 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 Revolving
                  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.

<PAGE>


      IN WITNESS WHEREOF, each of the Borrower and Laurus has caused this
Amendment No. 1 to Secured Revolving 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 Offcier



                                              LAURUS MASTER FUND, LTD.


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