Exhibit 10.68


                             STOCK PLEDGE AGREEMENT


         This Stock Pledge Agreement (this "Agreement") dated as of November 20,
2003,  between  Laurus  Master Fund,  Ltd.  ("Pledgee"),  and  Ventures-National
Incorporated d/b/a Titan General Holdings, Inc. corporation ("Pledgor").

                                   BACKGROUND

          Pledgor has entered into a Securities  Purchase  Agreement dated as of
November 20, 2003 (as amended,  modified,  restated or supplemented from time to
time, the "Purchase  Agreement")  and a Security  Agreement dated as of the date
hereof (as amended,  modified,  restated or supplemented  from time to time, the
"Security Agreement") pursuant to which Pledgee provides or will provide certain
financial accommodations to Pledgor.

         In order to induce  Pledgee  to  provide or  continue  to  provide  the
financial  accommodations  described in the Purchase  Agreement and the Security
Agreement,  Pledgor  has agreed to pledge and grant a security  interest  in the
collateral  described  herein to Pledgee on the terms and  conditions  set forth
herein.

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration the receipt of which is hereby acknowledged,  the parties
hereto agree as follows:

         1.  DEFINED  TERMS.  All  capitalized  terms used herein  which are not
defined shall have the meanings given to them in the Purchase Agreement.

         2.  PLEDGE  AND GRANT OF  SECURITY  INTEREST.  To  secure  the full and
punctual  payment and  performance  of the (a)  obligations  under the  Purchase
Agreement and the Security Agreement and (b) all other indebtedness, obligations
and liabilities of Pledgor to Pledgee whether now existing or hereafter arising,
direct or indirect,  liquidated or unliquidated,  absolute or contingent, due or
not due and  whether  under,  pursuant  to or  evidenced  by a note,  agreement,
guaranty,   instrument   or   otherwise   ((a)   and   (b)   collectively,   the
"Indebtedness"),  Pledgor hereby pledges, assigns,  hypothecates,  transfers and
grants  a  security   interest  to  Pledgee  in  all  of  the   following   (the
"Collateral"):

                  (a) the shares of stock set forth on SCHEDULE A annexed hereto
and  expressly  made a part  hereof  (the  "Pledged  Stock"),  the  certificates
representing  the Pledged Stock and all dividends,  cash,  instruments and other
property  or  proceeds  from  time to time  received,  receivable  or  otherwise
distributed in respect of or in exchange for any or all of the Pledged Stock;

                  (b) all  additional  shares  of  stock  of any  issuer  of the
Pledged  Stock (the  "Issuer")  from time to time acquired by the Pledgor in any
manner,  including,  without  limitation,  stock  dividends or a distribution in
connection with any increase or reduction of capital, reclassification,  merger,
consolidation,  sale of assets,  combination of shares, stock split, spin-off or
split-off (which shares shall be deemed to be part of the  Collateral),  and the
certificates



                                      -1-
<PAGE>


representing such additional  shares, and all dividends,  cash,  instruments and
other property or proceeds from time to time  received,  receivable or otherwise
distributed in respect of or in exchange for any or all of such shares; and

                  (c) all  options and  rights,  whether as an  addition  to, in
substitution  of or in  exchange  for any  shares of the  Pledged  Stock and all
dividends,  cash,  instruments  and other property or proceeds from time to time
received,  receivable or otherwise  distributed in respect of or in exchange for
any or all such options and rights.

         3. DELIVERY OF COLLATERAL.  All certificates representing or evidencing
the  Pledged  Stock  shall be  delivered  to and held by or on behalf of Pledgee
pursuant  hereto  and  shall be  accompanied  by duly  executed  instruments  of
transfer or  assignment  in blank,  all in form and  substance  satisfactory  to
Pledgee.  Pledgor hereby authorizes the Issuer upon demand by Pledgee to deliver
any certificates,  instruments or other distributions  issued in connection with
the Collateral directly to Pledgee, in each case to be held by Pledgee,  subject
to the terms  hereof.  Upon an Event of Default under the Note that has occurred
and is continuing  beyond any  applicable  grace period,  Pledgee shall have the
right,  during such time in its discretion and without notice to the Pledgor, to
transfer to or to register in the name of Pledgee or any of its  nominees any or
all of the Pledged Stock. In addition, Pledgee shall have the right at such time
to exchange certificates or instruments representing or evidencing Pledged Stock
for certificates or instruments of smaller or larger denominations.

         4.  REPRESENTATIONS  AND WARRANTIES OF PLEDGOR.  Pledgor represents and
warrants to Pledgee (which  representations  and  warranties  shall be deemed to
continue to be made until all of the  Indebtedness has been paid in full and the
Purchase Agreement has been irrevocably terminated) that:

                  (a) The execution, delivery and performance by Pledgor of this
Agreement and the pledge of the Collateral  hereunder do not and will not result
in any violation of any agreement,  indenture,  instrument,  license,  judgment,
decree, order, law, statute,  ordinance or other governmental rule or regulation
applicable to Pledgor.

                  (b) This Agreement  constitutes the legal,  valid, and binding
obligation of Pledgor enforceable against Pledgor in accordance with its terms.

                  (c) Pledgor is the direct and  beneficial  owner of each share
of the Collateral.

                  (d) All of the  shares  of the  Pledged  Stock  have been duly
authorized, validly issued and are fully paid and nonassessable.

                  (e)  No  consent  or  approval  of  any  person,  corporation,
governmental body, regulatory authority or other entity, is or will be necessary
for (i) the  execution,  delivery and  performance of this  Agreement,  (ii) the
exercise by Pledgee of any rights with  respect to the  Collateral  or (iii) the
pledge  and  assignment  of,  and the  grant  of a  security  interest  in,  the
Collateral hereunder.



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<PAGE>


                  (f)  There  are no  pending  or,  to  the  best  of  Pledgor's
knowledge,  threatened actions or proceedings  before any court,  judicial body,
administrative  agency or arbitrator  which may materially  adversely affect the
Collateral.

                  (g) Pledgor has the  requisite  power and  authority  to enter
into this  Agreement  and to pledge  and  assign  the  Collateral  to Pledgee in
accordance with the terms of this Agreement.

                  (h) Pledgor owns each item of the Collateral  and,  except for
the pledge and security  interest granted to Pledgee  hereunder,  the Collateral
shall be, immediately following the closing of the transactions  contemplated by
the Purchase Agreement,  free and clear of any other security interest,  pledge,
claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever
(collectively, "Liens").

                  (i) There are no restrictions on transfer of the Pledged Stock
contained  in the  certificate  of  incorporation  or  by-laws  of the Issuer or
otherwise  which have not otherwise been  enforceably  and legally waived by the
necessary parties.

                  (j) None of the Pledged  Stock has been issued or  transferred
in violation of the securities  registration,  securities  disclosure or similar
laws of any jurisdiction to which such issuance or transfer may be subject.

                  (k) The pledge and  assignment of the Collateral and the grant
of a security  interest  under  this  Agreement  vest in  Pledgee  all rights of
Pledgor in the Collateral as contemplated by this Agreement.

                  (l) Except for the pledged  stock of Coesen [THIS COMPANY OWNS
IP RELATED TO THE BUSINESS OF THE  PLEDGOR,  WE WILL NEED TO GET A RIGHTS TO THE
IP IN  CONNECTION  HEREWITH,  I'LL BE SENDING YOU A FORM OF  "CONSENT"  FOR YOUR
REVIEW,  TO BE FORWARDED TO COESEN'S  COUNSEL) ], which  constitutes  33% of the
shares  issued  and  outstanding  as of  the  date  hereof,  the  Pledged  Stock
constitutes one hundred  percent (100%) of the issued and outstanding  shares of
capital stock of the respective Issuer.

         5. COVENANTS.  Pledgor covenants that, until the Indebtedness  shall be
satisfied in full and the Purchase Agreement is irrevocably terminated:

                  (a)  Pledgor  will not  sell,  assign,  transfer,  convey,  or
otherwise dispose of its rights in or to the Collateral or any interest therein;
nor will  Pledgor  create,  incur or permit to exist  any Lien  whatsoever  with
respect to any of the Collateral or the proceeds thereof other than that created
hereby.

                  (b) Pledgor  will,  at its expense,  defend  Pledgee's  right,
title and security  interest in and to the Collateral  against the claims of any
other party.

                  (c) Pledgor shall at any time, and from time to time, upon the
written  request of Pledgee,  execute and deliver such further  documents and do
such further acts and things as



                                      -3-
<PAGE>


Pledgee may reasonably request in order to effect the purposes of this Agreement
including, but without limitation,  delivering to Pledgee upon the occurrence of
an Event of Default  irrevocable  proxies in respect of the  Collateral  in form
satisfactory to Pledgee.  Until receipt thereof,  upon an Event of Default under
the Note that has occurred and is continuing beyond any applicable grace period,
this Agreement  shall  constitute  Pledgor's  proxy to Pledgee or its nominee to
vote all shares of Collateral then registered in Pledgor's name.

                  (d) Pledgor will not consent to or approve the issuance of (i)
any  additional  shares of any class of capital  stock of the  Issuer;  (ii) any
securities convertible either voluntarily by the holder thereof or automatically
upon the  occurrence  or  nonoccurrence  of any event or condition  into, or any
securities exchangeable for, any such shares.

         6. VOTING  RIGHTS AND  DIVIDENDS.  In addition to Pledgee's  rights and
remedies  set forth in Section 8 hereof,  in case an Event of Default  under the
Note shall have occurred and be continuing,  beyond any  applicable  cure period
Pledgee shall (i) vote the Collateral (ii) be entitled to give consents, waivers
and  ratifications  in respect of the  Collateral  (Pledgor  hereby  irrevocably
constituting and appointing Pledgee, with full power of substitution,  the proxy
and  attorney-in-fact  of Pledgor  for such  purposes)  and (iii) be entitled to
collect  and  receive  for its own use cash  dividends  paid on the  Collateral.
Pledgor shall not be permitted to exercise or refrain from exercising any voting
rights or other powers if, in the  reasonable  judgment of Pledgee,  such action
would have a material  adverse effect on the value of the Collateral or any part
thereof; and, PROVIDED, FURTHER, that Pledgor shall give at least five (5) days'
written  notice of the  manner in which  Pledgor  intends  to  exercise,  or the
reasons for refraining from exercising,  any voting rights or other powers other
than with respect to any  election of  directors  and voting with respect to any
incidental  matters.  Following  the  occurrence  of an  Event of  Default,  all
dividends and all other distributions in respect of any of the Collateral, shall
be  delivered  to Pledgee to hold as  Collateral  and shall,  if received by the
Pledgor, be received in trust for the benefit of Pledgee, be segregated from the
other property or funds of the Pledgor, and be forthwith delivered to Pledgee as
Collateral in the same form as so received (with any necessary endorsement.

         7.  EVENT OF  DEFAULT.  An Event of  Default  shall be  deemed  to have
occurred  and may be  declared  by  Pledgee  upon  the  happening  of any of the
following events:

                  (a) An "Event of Default"  under any Note shall have  occurred
and be continuing beyond any applicable cure period;

                  (b) Pledgor  shall  default in the  performance  of any of its
obligations under any agreement between Pledgor and Pledgee, including,  without
limitation,  this Agreement, and such default shall not be cured for a period of
twenty (20) business days afterthe occurrence thereof;

                  (c) Any  material  representation  or  warranty of the Pledgee
made  herein,  in the  Purchase  Agreement,  or in any  agreement,  statement or
certificate given in writing pursuant hereto or in connection therewith shall be
false or misleading  and shall not be cured for a period of twenty (20) business
days after the occurrence thereof;



                                      -4-
<PAGE>


                  (d)  The   Collateral  is  subjected  to  levy  of  execution,
attachment,  distraint  or other  judicial  process;  or the  Collateral  is the
subject of a claim  (other than by Pledgee) of a Lien or other right or interest
in or to the Collateral  and such levy or claim shall not be cured,  disputed or
stayed within a period of thirty (30) days after the occurrence thereof; or

                  (e)  Pledgor  shall (i) apply  for,  consent  to, or suffer to
exist the appointment of, or the taking of possession by, a receiver, custodian,
trustee, liquidator or other fiduciary of itself or of all or a substantial part
of its property,  (ii) make a general  assignment  for the benefit of creditors,
(iii) commence a voluntary case under any state or federal  bankruptcy  laws (as
now or hereafter in effect),  (iv) be  adjudicated a bankrupt or insolvent,  (v)
file a petition  seeking to take  advantage of any other law  providing  for the
relief of debtors,  (vi) acquiesce to, or fail to have dismissed,  within ninety
(90) ) days,  any petition filed against it in any  involuntary  case under such
bankruptcy  laws,  or (vii) take any action for the purpose of effecting  any of
the foregoing.

         8.  REMEDIES.  In case an Event of Default  shall have  occurred and be
declared by Pledgee, Pledgee may:

                  (a) Transfer any or all of the  Collateral  into its name,  or
into the name of its nominee or nominees;

                  (b)  Exercise  all  corporate   rights  with  respect  to  the
Collateral including,  without limitation,  all rights of conversion,  exchange,
subscription or any other rights, privileges or options pertaining to any shares
of the  Collateral  as if it were the absolute  owner  thereof,  including,  but
without limitation,  the right to exchange, at its discretion, any or all of the
Collateral upon the merger, consolidation,  reorganization,  recapitalization or
other readjustment of the Issuer thereof,  or upon the exercise by the Issuer of
any right,  privilege or option  pertaining  to any of the  Collateral,  and, in
connection therewith,  to deposit and deliver any and all of the Collateral with
any committee,  depository,  transfer agent, registrar or other designated agent
upon such terms and conditions as it may determine, all without liability except
to account for property actually received by it; and

                  (c) Subject to any requirement of applicable law, sell, assign
and deliver the whole or, from time to time,  any part of the  Collateral at the
time held by Pledgee, at any private sale or at public auction,  with or without
demand,  advertisement  or  notice  of the time or place of sale or  adjournment
thereof or otherwise (all of which are hereby  waived,  except such notice as is
required  by  applicable  law and cannot be  waived),  for cash or credit or for
other  property for immediate or future  delivery,  and for such price or prices
and on such terms as Pledgee in its sole discretion may determine,  or as may be
required by applicable law.

                  Pledgor hereby waives and releases any and all right or equity
of redemption,  whether before or after sale hereunder. At any such sale, unless
prohibited by applicable law,  Pledgee may bid for and purchase the whole or any
part of the Collateral so sold free from any such right or equity of redemption.
All moneys received by Pledgee  hereunder whether upon sale of the Collateral or
any part thereof or otherwise shall be held by Pledgee and applied by it



                                      -5-
<PAGE>


as provided in Section 10 hereof.  No failure or delay on the part of Pledgee in
exercising any rights hereunder shall operate as a waiver of any such rights nor
shall any single or partial  exercise of any such rights  preclude  any other or
future exercise thereof or the exercise of any other rights  hereunder.  Pledgee
shall have no duty as to the  collection or protection of the  Collateral or any
income thereon nor any duty as to preservation of any rights pertaining thereto,
except to apply the funds in  accordance  with the  requirements  of  Section 10
hereof.  Pledgee may exercise its rights with respect to property held hereunder
without  resort  to other  security  for or  sources  of  reimbursement  for the
Indebtedness.  In  addition  to the  foregoing,  Pledgee  shall  have all of the
rights,  remedies and privileges of a secured party under the Uniform Commercial
Code of New York regardless of the jurisdiction in which  enforcement  hereof is
sought.

         9.  PRIVATE  SALE.  Pledgor  recognizes  that  Pledgee may be unable to
effect (or to do so only after delay which would adversely affect the value that
might be  realized  from  the  Collateral)  a public  sale of all or part of the
Collateral by reason of certain  prohibitions  contained in the Securities  Act,
and may be  compelled  to resort to one or more  private  sales to a  restricted
group of purchasers who will be obliged to agree, among other things, to acquire
such Collateral for their own account, for investment and not with a view to the
distribution or resale thereof. Pledgor agrees that any such private sale may be
at prices and on terms less favorable to the seller than if sold at public sales
and that such private sales shall be deemed to have been made in a  commercially
reasonable  manner.  Pledgor agrees that Pledgee has no obligation to delay sale
of any  Collateral  for the  period of time  necessary  to permit  the Issuer to
register the Collateral for public sale under the Securities Act.

         10.  PROCEEDS  OF  SALE.  The  proceeds  of any  collection,  recovery,
receipt,  appropriation,  realization or sale of the Collateral shall be applied
by Pledgee as follows:

                  (a) First,  to the payment of all costs,  reasonable  expenses
and charges of Pledgee and to the reimbursement of Pledgee for the prior payment
of such costs,  reasonable  expenses and charges incurred in connection with the
care and  safekeeping  of the Collateral  (including,  without  limitation,  the
reasonable  expenses  of  any  sale  or  any  other  disposition  of  any of the
Collateral),  the  expenses  of  any  taking,  attorneys'  fees  and  reasonable
expenses,  court costs,  any other fees or expenses  incurred or expenditures or
advances  made by Pledgee in the  protection,  enforcement  or  exercise  of its
rights, powers or remedies hereunder;

                  (b) Second, to the payment of the Indebtedness, in whole or in
part, in such order as Pledgee may elect,  whether or not such  Indebtedness  is
then due;

                  (c)  Third,  to such  persons,  firms,  corporations  or other
entities as required by applicable law including,  without  limitation,  Section
9-504(1)(c) of the UCC; and

                  (d)  Fourth,  to the extent of any  surplus to Pledgor or as a
court of competent jurisdiction may direct.

                  In the event that the  proceeds of any  collection,  recovery,
receipt,  appropriation,  realization  or sale are  insufficient  to satisfy the
Indebtedness, Pledgor shall be liable for the



                                      -6-
<PAGE>


deficiency  plus the costs and fees of any  attorneys  employed  by  Pledgee  to
collect such deficiency.

         11. WAIVER OF MARSHALING. Pledgor hereby waives any right to compel any
marshaling of any of the Collateral.

         12. NO WAIVER.  Any and all of  Pledgee's  rights  with  respect to the
Liens granted under this Agreement shall continue unimpaired,  and Pledgor shall
be and remain obligated in accordance with the terms hereof, notwithstanding (a)
the  bankruptcy,  insolvency or  reorganization  of Pledgor,  (b) the release or
substitution  of any item of the  Collateral  at any time,  or of any  rights or
interests therein, or (c) any delay,  extension of time, renewal,  compromise or
other  indulgence  granted by Pledgee in reference  to any of the  Indebtedness.
Pledgor  hereby  waives  all  notice  of any  such  delay,  extension,  release,
substitution, renewal, compromise or other indulgence, and hereby consents to be
bound hereby as fully and effectively as if Pledgor had expressly agreed thereto
in advance.  No delay or extension of time by Pledgee in exercising any power of
sale,  option or other right or remedy  hereunder,  and no failure by Pledgee to
give notice or make demand,  shall constitute a waiver thereof, or limit, impair
or prejudice  Pledgee's  right to take any action against Pledgor or to exercise
any other power of sale, option or any other right or remedy.

         13.  EXPENSES.  The Collateral  shall secure,  and Pledgor shall pay to
Pledgee  on  demand,  from time to time,  all  reasonable  costs  and  expenses,
(including but not limited to, reasonable  attorneys' fees and costs, taxes, and
all transfer,  recording,  filing and other  charges) of, or incidental  to, the
custody,  care,  transfer,   administration  of  the  Collateral  or  any  other
collateral,   or  in  any  way  relating  to  the  enforcement,   protection  or
preservation  of the rights or remedies of Pledgee under this  Agreement or with
respect to any of the Indebtedness.

         14. PLEDGEE APPOINTED ATTORNEY-IN-FACT AND PERFORMANCE BY PLEDGEE. Upon
the occurrence of an Event of Default,  Pledgor hereby  irrevocably  constitutes
and appoints  Pledgee as Pledgor's true and lawful  attorney-in-fact,  with full
power of substitution,  to execute,  acknowledge and deliver any instruments and
to do in Pledgor's name,  place and stead,  all such acts,  things and deeds for
and on behalf of and in the name of Pledgor,  which Pledgor could or might do or
which Pledgee may deem  necessary,  desirable or  convenient  to accomplish  the
purposes of this  Agreement,  including,  without  limitation,  to execute  such
instruments  of  assignment  or  transfer or orders and to  register,  convey or
otherwise  transfer title to the Collateral into Pledgee's name.  Pledgor hereby
ratifies  and  confirms  all that  said  attorney-in-fact  may so do and  hereby
declares this power of attorney to be coupled with an interest and  irrevocable.
If Pledgor fails to perform any agreement herein  contained,  Pledgee may itself
perform or cause  performance  thereof,  and any costs and  expenses  of Pledgee
incurred in connection therewith shall be paid by Pledgor as provided in Section
10 hereof.

         15. WAIVERS.

                  (a) EACH PARTY  HERETO  HEREBY  EXPRESSLY  WAIVES ANY RIGHT TO
TRIAL BY JURY OF ANY CLAIM, DEMAND,  ACTION OR CAUSE OF ACTION (A) ARISING UNDER
THIS AGREEMENT OR ANY OTHER INSTRUMENT,



                                      -7-
<PAGE>


DOCUMENT OR AGREEMENT  EXECUTED OR DELIVERED IN CONNECTION  HEREWITH,  OR (B) IN
ANY WAY  CONNECTED  WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES
HERETO  OR ANY OTHER  AGREEMENT  EXECUTED  OR  DELIVERED  BY THEM IN  CONNECTION
HEREWITH,  OR THE TRANSACTIONS  RELATED HERETO OR THERETO,  IN EACH CASE WHETHER
NOW EXISTING OR HEREAFTER  ARISING,  AND WHETHER SOUNDING IN CONTRACT OR TORT OR
OTHERWISE  AND EACH PARTY  HERETO  HEREBY  AGREES AND  CONSENTS  THAT ANY CLAIM,
DEMAND,  ACTION OR CAUSE OF ACTION  SHALL BE  DECIDED BY COURT  TRIAL  WITHOUT A
JURY,  AND THAT ANY PARTY  MAY FILE AN  ORIGINAL  COUNTERPART  OR A COPY OF THIS
SECTION  WITH ANY COURT AS WRITTEN  EVIDENCE OF THE CONSENT OF EACH PARTY TO THE
WAIVER OF ITS RIGHT TO TRIAL BY JURY.

         16.  RECAPTURE.  Notwithstanding  anything  to  the  contrary  in  this
Agreement,  if  Pledgee  receives  any  payment  or  payments  on account of the
Indebtedness,  which  payment or payments or any part  thereof are  subsequently
invalidated,  declared  to be  fraudulent  or  preferential,  set  aside  and/or
required  to be repaid to a  trustee,  receiver,  or any other  party  under the
United  States  Bankruptcy  Code,  as  amended,  or any other  federal  or state
bankruptcy,  reorganization,   moratorium  or  insolvency  law  relating  to  or
affecting  the  enforcement  of  creditors'  rights  generally,  common  law  or
equitable  doctrine,  then to the  extent  of any sum not  finally  retained  by
Pledgee, Pledgor's obligations to Pledgee shall be reinstated and this Agreement
shall remain in full force and effect (or be  reinstated)  until  payment  shall
have been made to Pledgee, which payment shall be due on demand.

         17.  CAPTIONS.  All captions in this Agreement are included  herein for
convenience of reference  only and shall not  constitute  part of this Agreement
for any other purpose.

         18. MISCELLANEOUS.

                  (a) This Agreement  constitutes the entire and final agreement
among the  parties  with  respect to the  subject  matter  hereof and may not be
changed, terminated or otherwise varied except by a writing duly executed by the
parties hereto.

                  (b) No  waiver  of any term or  condition  of this  Agreement,
whether by delay,  omission or otherwise,  shall be effective  unless in writing
and signed by the party  sought to be  charged,  and then such  waiver  shall be
effective only in the specific instance and for the purpose for which given.

                  (c) In the event that any  provision of this  Agreement or the
application thereof to Pledgor or any circumstance in any jurisdiction governing
this  Agreement  shall,  to any extent,  be invalid or  unenforceable  under any
applicable statute,  regulation,  or rule of law, such provision shall be deemed
inoperative  to the extent that it may  conflict  therewith  and shall be deemed
modified  to  conform  to such  statute,  regulation  or  rule  of law,  and the
remainder  of  this  Agreement  and  the  application  of any  such  invalid  or
unenforceable provision to parties,  jurisdictions,  or circumstances other than
to whom or to which it is held invalid or unenforceable



                                      -8-
<PAGE>


shall  not  be  affected  thereby,   nor  shall  same  affect  the  validity  or
enforceability of any other provision of this Agreement.

                  (d)  This  Agreement  shall  be  binding  upon  Pledgor,   and
Pledgor's  successors and assigns, and shall inure to the benefit of Pledgee and
its successors and assigns.

                  (e) Any notice or other  communication  required or  permitted
pursuant  to this  Agreement  shall  be given in  accordance  with the  Purchase
Agreement.

                  (f) This  Agreement  shall be  governed by and  construed  and
enforced in all  respects in  accordance  with the laws of the State of New York
applied to contracts to be performed wholly within the State of New York.

                  (g) PLEDGOR  EXPRESSLY  CONSENTS TO THE JURISDICTION AND VENUE
OF EACH COURT OF COMPETENT JURISDICTION LOCATED IN THE STATE OF NEW YORK FOR ALL
PURPOSES IN CONNECTION WITH THIS AGREEMENT.  ANY JUDICIAL PROCEEDING  INVOLVING,
DIRECTLY OR INDIRECTLY ANY MATTER OR CLAIM IN ANY WAY ARISING OUT OF, RELATED TO
OR CONNECTED WITH THIS AGREEMENT  SHALL BE BROUGHT ONLY IN A STATE COURT LOCATED
IN THE COUNTY OF NEW YORK, STATE OF NEW YORK.  PLEDGOR FURTHER CONSENTS THAT ANY
SUMMONS, SUBPOENA OR OTHER PROCESS OR PAPERS (INCLUDING, WITHOUT LIMITATION, ANY
NOTICE OR MOTION OR OTHER APPLICATION TO EITHER OF THE AFOREMENTIONED  COURTS OR
A JUDGE THEREOF) OR ANY NOTICE IN CONNECTION WITH ANY PROCEEDINGS HEREUNDER, MAY
BE SERVED INSIDE OR OUTSIDE OF THE STATE OF NEW YORK OR THE SOUTHERN DISTRICT OF
NEW YORK BY  REGISTERED  OR CERTIFIED  MAIL,  RETURN  RECEIPT  REQUESTED,  OR BY
PERSONAL SERVICE  PROVIDED A REASONABLE TIME FOR APPEARANCE IS PERMITTED,  OR IN
SUCH OTHER MANNER AS MAY BE PERMISSIBLE UNDER THE RULES OF SAID COURTS.  PLEDGOR
WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION  INSTITUTED  HEREON
AND SHALL NOT ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE OR BASED
UPON FORUM NON CONVENIENS.

                  (h)  This   Agreement   may  be   executed   in  one  or  more
counterparts,  each of which shall be deemed an  original  and all of which when
taken  together  shall  constitute  one and the same  agreement.  Any  signature
delivered  by a party by  facsimile  transmission  shall be deemed  an  original
signature hereto.

                  [Remainder of Page Intentionally Left Blank]





                                      -9-
<PAGE>


         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first written above.

                                              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/ David Grin
                                                  ------------------------------
                                                  Name:  David Grin
                                                  Title:







                                      -10-
<PAGE>


                                   SCHEDULE A


                                  PLEDGED STOCK

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
        Issuer          Class of Stock    Stock Certificate    Par Value    Number of
                                                Number                       Shares
--------------------------------------------------------------------------------------
<S>                        <C>            <C>                  <C>          <C>
 Titan PCB East, Inc.      Common
--------------------------------------------------------------------------------------
 Titan PCB West, Inc.      Common
--------------------------------------------------------------------------------------
 [COESEN] [CHECK]          Common]
--------------------------------------------------------------------------------------
</TABLE>












                                      -11-