SETTLEMENT AGREEMENT

         This  Settlement  Agreement  made as of  February  4, 2004 by and among
Ventures-National  Incorporated  d/b/a  Titan  General  Holdings  Inc.,  a  Utah
corporation  (the  "Company"),  Irrevocable  Children's  Trust (the "Trust") and
Robert Ciri, an individual residing at _____________ ("Ciri").

         WHEREAS,  Ciri was  employed  by the  Company  as its  Chief  Executive
Officer  pursuant  to an  employment  agreement  dated July 29,  2003,  and as a
Director, for which services he was entitled to receive certain compensation and
benefits;

         WHEREAS,  effective  December 31, 2003,  Ciri  resigned as an executive
officer of the Company and each of its  subsidiaries  and effective  February 4,
2004, he resigned as a Director of the Company and each of its subsidiaries;

         WHEREAS,  pursuant to an oral agreement between the Trust and Ciri, the
Trust has agreed to deliver 350,000 shares (the "Trust Shares") of common stock,
par value  $0.001  per  share,  of the  Company  ("Common  Stock")  to Ciri upon
surrender by Ciri[, at his sole option on or prior to December 31, 2005,] to the
Trust for  cancellation  of the warrant  (the "Ciri  Warrant")  to purchase  1.0
million shares of Common Stock; and

         WHEREAS,  in connection with such  resignations,  the parties desire to
settle all amounts outstanding under the Employment  Agreement and confirm their
obligations in respect of the Trust Shares and the Ciri Warrant.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants hereinafter set forth, the parties agree as follows:

1.    PAYMENTS.  In full  satisfaction  of all  amounts  owing and unpaid by the
      Company to Ciri as of the date of this Agreement:

         (i)    the Company  agrees to pay Ciri an aggregate of $50,000 in cash,
                payable in 6 equal monthly  installments  of $8,333.33 per month
                commencing February 20, 2004; and

         (ii)   the Trust agrees to deliver the Trust Shares,  free and clear of
                any liens or encumbrances (other than applicable  securities law
                restrictions) to Ciri upon surrender by Ciri of the Ciri Warrant
                free and  clear of all liens  and  encumbrances,  on or prior to
                December 31, 2005.

2.    RELEASE  FROM  LEASES.  The Company  agrees that it shall cause Ciri to be
      removed  as a  co-signer  on the leases  between  the  Company  and Nissan
      Corporation  and Avelon  Leasing  Corp. by no later than February 28, 2004
      and shall  provide  written  evidence of such removal to Ciri on or before
      such date.

3.    NO  SETOFF.  The  obligation  of the  Company  and the  Trust  to make the
      respective  payments or  deliveries  (as the case may be)  provided for in
      this  Agreement,  are  absolute and  unconditional  and not subject to any
      defense,  set-off,  counterclaim,  rescission,  recoupment,  or adjustment
      whatsoever.

4.    ATTORNEY FEES. Each party shall pay his or its own attorneys'  fees, costs
      and expenses


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      related to this Agreement.

5.    EFFECTIVENESS.  This Agreement  shall become  effective upon the execution
      and delivery by the parties hereto.

6.    NOTICES.  Unless  otherwise  provided  herein,  all notices,  requests and
      demands to or upon the respective  parties hereto to be effective shall be
      in  writing  (including  by  telecopy)  and,  unless  otherwise  expressly
      provided  herein,  shall be deemed  to have  been duly  given or made when
      delivered,  or three  business  days after  being  deposited  in the mail,
      postage  prepaid,  or,  in the case of  telecopy  notice,  when  received,
      addressed  as set forth on the  signature  pages  hereof or to such  other
      address as may be hereafter notified by the respective parties hereto.

7.    AMENDMENTS AND WAIVERS. No provision hereof shall be modified,  altered or
      limited except  pursuant to a written  instrument  executed by the parties
      hereto.

8.    SEVERABILITY.  In the event that any court of competent jurisdiction shall
      determine that any provision,  or any portion  thereof,  contained in this
      Agreement shall be unreasonable or unenforceable in any respect, then such
      provision  shall be deemed  limited to the extent that such court deems it
      reasonable and  enforceable,  and as so limited shall remain in full force
      and effect. In the event that such court shall deem any such provision, or
      portion thereof,  wholly  unenforceable,  the remaining provisions of this
      Agreement shall nevertheless remain in full force and effect.

9.    COUNTERPARTS. This Agreement may be executed in any number of counterparts
      and by the  different  parties  hereto on separate  counterparts,  each of
      which when so executed and delivered shall be an original and all of which
      shall together constitute one and the same agreement.

10.   CAPTIONS.  The  captions  of the  Sections  of this  Agreement  have  been
      inserted for convenience  only and shall not in any way affect the meaning
      or construction of any provision of this Agreement.

11.   SUBMISSION TO JURISDICTION.  Each of the parties hereto irrevocably agrees
      that any legal  action  or  proceeding  with  respect  to each  Settlement
      Document or for  recognition  and  enforcement  of any judgment in respect
      hereof  brought by any other party hereto or its successors or assigns may
      be brought and determined in the courts of the State of New York, and each
      party hereto hereby irrevocably  submits with regard to any such action or
      proceeding  for itself and with  respect to its  property,  generally  and
      unconditionally, to the nonexclusive jurisdiction of the aforesaid courts.

12.   GOVERNING  LAW.  This  Agreement  shall be governed  by, and  construed in
      accordance with, the laws of the State of New York.




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         IN  WITNESS  WHEREOF  the  parties  hereto or an officer  thereof  duly
authorized  have executed this  Agreement as of the day and date first set forth
above.



                                      /s/ ROBERT CIRI
                                  ------------------------------
                                        Robert Ciri


                                  VENTURES-NATIONAL INCORPORATED


                                  By: /s/ KENNETH L. SHIRLEY
                                  ------------------------------
                                  Name:  Kenneth L Shirley
                                  Title: President and Chief Executive Officer


                                  IRREVOCABLE CHILDREN'S TRUST


                                  By: /s/ DAVID M. MARKS
                                  ------------------------------
                                  Name:  David Marks
                                  Title: Trustee






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