EXECUTION VERSION

                              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
Andrew Glashow, an individual residing at ___________________ ("Glashow").

         WHEREAS,  Glashow was employed by the Company as its President 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 January 31, 2004,  Glashow 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 Glashow,
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 Glashow
upon surrender by Glashow,  at his sole option on or prior to December 31, 2005,
to the Trust for cancellation of the warrant (the "Glashow 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 Glashow 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 Glashow as of the date of this Agreement:

           (i)    the Company  agrees to pay Glashow 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 Glashow upon surrender by Glashow of the
                  Glashow Warrant free and clear of all liens and  encumbrances,
                  on or prior to December 31, 2005.

2.       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.



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3.       ATTORNEY  FEES.  Each party shall pay his or its own  attorneys'  fees,
         costs and expenses related to this Agreement.

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

5.       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.

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

7.       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.

8.       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.

9.       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.

10.      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.

11.      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/ ANDREW GLASHOW
                                       ----------------------------------------
                                           Andrew Glashow



                                   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