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

                                 January 8, 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) (the "MB Note"). Capitalized terms used herein without definition
shall have the meanings ascribed to such terms in the MBNote.

         WHEREAS, Borrower has requested that Laurus extend additional funds to
Borrower as an overadvance pursuant to the terms of a Security Agreement dated
November 20, 2003 (the "Security Agreement")(the "Overadvance")and Laurus has
agreed, in exercise of its sole discretion, to make such Overadvance to
Borrower; and

         WHEREAS, in connection with the extension of the Overadvance, Borrower
has agreed to change certain terms of the MB Note and Laurus desires to make
such changes; and

         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 $2,305,475.

         NOW, THEREFORE, in consideration for the execution and delivery by the
Borrower of all documents requested by Laurus in connection with the
Overadvance, 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 "0.77"contained therein and in its stead to
                   insert "$0.60".

               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. 1 to Secured Convertible Minimum Borrowing Note to be signed in
its name this 8th day of January, 2004.



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



                                             By:   /s/ ANDREW GLASHOW
                                                --------------------------------
                                                Name:  Anrew Glashow
                                                Title: President



                                             LAURUS MASTER FUND, LTD.



                                             By:    /s/
                                                --------------------------------
                                                Name:
                                                Title: