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

                                 January 8, 2004

         Reference is made to that certain secured convertible term 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 One Hundred Thousand Dollars ($2,100,000) (the
"Note"). Capitalized terms used herein without definition shall have the
meanings ascribed to such terms in the Note.

         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 "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 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 Note is $2,117,806.

         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 2.1(a)   of  the  Note  is  hereby  amended  to delete the
reference to  "0.77"contained  in  the last sentence thereof 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 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 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 Related 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 Convertible Term 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:  Andrew Glashow
                                                 Title: President



                                              LAURUS MASTER FUND, LTD.

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