Exhibit 10.65


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


To:      Laurus Master Fund, Ltd.
         c/o Onshore Corporate Services, Ltd.
         P.O. Box 1234 G.T
         Queensgate House
         South Church Street
         Grand Cayman, Cayman Islands


Gentlemen:

         1. To secure the payment of all Obligations (as hereafter defined),  we
hereby  grant to you a  continuing  security  interest  in all of the  following
property now owned or at any time  hereafter  acquired by us, or in which we now
have or at any time in the future may acquire any right,  title or interest (the
"Collateral"): all accounts, inventory, equipment, goods, documents, instruments
(including,  without  limitation,  promissory notes),  contract rights,  general
intangibles (including,  without limitation, payment intangibles and an absolute
right to license on terms no less  favorable  than those current in effect among
our affiliates,  but not own intellectual  property),  chattel paper, supporting
obligations,   investment  property,  letter-of-credit  rights,  trademarks  and
tradestyles  in which we now have or hereafter  may acquire any right,  title or
interest,  all proceeds and products  thereof  (including,  without  limitation,
proceeds of insurance) and all additions,  accessions and substitutions  thereto
or  therefor In the event we wish to finance the  acquisition  of any  hereafter
acquired  equipment  and have obtained a commitment  from a financing  source to
finance such equipment from an unrelated third party,  you agree to release your
security interest on such hereafter acquired equipment so financed by such third
party financing source.

         2. The term  "Obligations"  as used  herein  shall mean and include all
debts,  liabilities  and  obligations  owing by us to you  hereunder  and  under
whether  arising under,  out of, or in connection  with that certain  SECURITIES
PURCHASE  AGREEMENT  dated as of the date hereof by and between the  undersigned
and Laurus Master Fund, Ltd. ("Laurus") (the "Securities  Purchase  Agreement"),
that  certain  SECURED  CONVERTIBLE  NOTE dated as of the date hereof made by in
favor of Laurus (the "Term Note"),  THE WARRANT dated as of the date hereof made
by the  undersigned  in favor of  Laurus in  connection  with the Term Note (the
"Term Note Warrant"), that certain REGISTRATION RIGHTS AGREEMENT dated as of the
date hereof by and between the  undersigned  and Laurus in  connection  with the
Term Note (the "Term Note Registration Rights Agreement"), that certain SECURITY
AGREEMENT  dated as of the date hereof by and between the undersigned and Laurus
(the "Security Agreement"),  that certain SECURED REVOLVING NOTE dated as of the
date hereof made by the undersigned in favor of Laurus (the  "Revolving  Note"),
that certain  SECURED  CONVERTIBLE  MINIMUM  BORROWING NOTE dated as of the date
hereof made by the  undersigned in favor of Laurus (the "MB Note"),  THE WARRANT
dated as of the date  hereof  made by the  undersigned  in  favor of  Laurus  in
connection with the MB Note (the "MB Warrant"), or that


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certain REGISTRATION RIGHTS AGREEMENT dated as of the date hereof by and between
the undersigned and Laurus in connection with the MB Note (the "MB  Registration
Rights Agreement") (the Securities Purchase  Agreement,  the Term Note, the Term
Note  Warrant and the Term Note  Registration  Rights  Agreement,  the  Security
Agreement,  the  Revolving  Note,  the  MB  Note,  the  MB  Warrant  and  the MB
Registration  Rights  Agreement  as each may be amended,  modified,  restated or
supplemented  from  time to time,  are  collectively  referred  to herein as the
"Documents").

         3.  We hereby represent, warrant and covenant to you that:

                  (a) we are a company  validly  existing,  in good standing and
         formed  under  the laws of the  State of Utah and we will  provide  you
         thirty  (30) days' prior  written  notice of any change in our state of
         formation;

                  (b) our legal  name is  Ventures-National  Incorporated  d/b/a
         Titan  General  Holdings,  Inc.,  as set  forth in our  Certificate  of
         Incorporation as amended through the date hereof;

                  (c) we are the  lawful  owner of the  Collateral  and have the
         sole right to grant a security  interest  therein  and will  defend the
         Collateral against all claims and demands of all persons and entities;

                  (d)  we  will  keep  the  Collateral  free  and  clear  of all
         attachments,  levies, taxes, liens, security interests and encumbrances
         of every kind and nature ("Encumbrances"),  other than encumbrances set
         forth on Schedule 3(d) hereto,  ("Permitted  Encumbrances"),  except to
         the extent said Encumbrance  does not secure  indebtedness in excess of
         $100,000 and such  Encumbrance is removed or otherwise  released within
         ten (10) days of the creation thereof;

                  (e) we will at our own cost and expense keep the Collateral in
         good state of repair  (ordinary  wear and tear  excepted)  and will not
         waste or  destroy  the same or any part  thereof  other  than  ordinary
         course discarding of items no longer used or useful in our business;

                  (f) we will not  without  your prior  written  consent,  sell,
         exchange,  lease or  otherwise  dispose of the  Collateral,  whether by
         sale,  lease or  otherwise,  except  for the sale of  inventory  in the
         ordinary  course of business and for the disposition or transfer in the
         ordinary  course of business  during any fiscal  year of  obsolete  and
         worn-out  equipment or equipment  no longer  necessary  for our ongoing
         needs,  having an aggregate  fair market value of not more than $25,000
         and only to the extent that:

                           (i) the proceeds of any such  disposition are used to
                  acquire replacement  Collateral which is subject to your first
                  priority security interest or are used to repay Obligations or
                  to pay general corporate expenses; or

                           (ii)  following the occurrence of an Event of Default
                  (as hereinafter defined) which continues to exist the proceeds
                  of which are remitted to you (to be



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                  held as cash collateral by you for the Obligations  until such
                  time as the Event of Default no longer exists);

                  (g) we will insure the Collateral in your name against loss or
         damage by fire, theft,  burglary,  pilferage,  loss in transit and such
         other  hazards as you shall  specify in amounts  and under  policies by
         insurers acceptable to you and all premiums thereon shall be paid by us
         and the policies delivered to you. If we fail to do so, you may procure
         such insurance and the cost thereof shall constitute Obligations;

                  (h) we  will  at  all  reasonable  times  allow  you  or  your
         representatives  free  access  to and the  right of  inspection  of the
         Collateral;

                  (i) we hereby  indemnify  and save you harmless from all loss,
         costs,   damage,   liability  and/or  expense,   including   reasonable
         attorneys'  fees,  that you may  sustain or incur to  enforce  payment,
         performance  or  fulfillment  of any of the  Obligations  and/or in the
         enforcement of this  Agreement or in the  prosecution or defense of any
         action or proceeding  either  against you or us  concerning  any matter
         growing out of or in connection with this Agreement,  and/or any of the
         Obligations and/or any of the Collateral except to the extent caused by
         your own gross negligence or willful misconduct.

         4. We shall be in default  under this  Agreement  upon the happening of
any of the  following  events or  conditions,  each such event or  condition  an
"Event of Default:"

                  (a) we shall fail to pay when due or punctually perform any of
         the  Obligations  and such failure shall continue for a period of three
         (3) days following such failure to pay or punctually  perform, or for a
         period  of thirty  (30)  days  following  default  for any  other  such
         failure;

                  (b) any covenant,  warranty,  representation or statement made
         or  furnished  to you by us or on our behalf was false in any  material
         respect when made or furnished;

                  (c) the loss, theft, substantial damage, destruction,  sale or
         encumbrance  not permitted  hereunder to or of any of the Collateral or
         the making of any levy, seizure or attachment thereof or thereon except
         to the extent:

                           (i)  such  loss,   theft,   substantial   damage,  or
                  destruction is covered by insurance proceeds which are used to
                  replace the item or repay us; or

                           (ii) said levy, seizure or attachment does not secure
                  indebtedness  in excess of $100,000 and such levy,  seizure or
                  attachment has not been removed or otherwise  released  within
                  thirty (30) days after the creation or the assertion thereof;

                  (d) we shall become  insolvent,  cease  operations,  dissolve,
         terminate our business existence, make an assignment for the benefit of
         creditors, suffer the appointment of a receiver, trustee, liquidator or
         custodian of all or any part of our property;



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                  (e) any  proceedings  under any  bankruptcy or insolvency  law
         shall be commenced  by or against us and if commenced  against us shall
         not be dismissed within sixty (60) days after the commencement thereof;

                  (f) we shall  repudiate,  purport to revoke or fail to perform
         any of our obligations under the Note (after passage of applicable cure
         period, if any); or

                  (g) an Event of  Default  shall  have  occurred  under  and as
         defined in the Notes.

         5.  Upon  the  occurrence  of any  Event  of  Default  and at any  time
thereafter,  you may declare all Obligations immediately due and payable and you
shall have the remedies of a secured  party  provided in the Uniform  Commercial
Code as in effect in the State of New York, this Agreement and other  applicable
law. Upon the occurrence of any Event of Default and at any time thereafter, you
will have the right to take  possession of the  Collateral  and to maintain such
possession  on our premises or to remove the  Collateral  or any part thereof to
such other premises as you may desire.  Upon your request, we shall assemble the
Collateral  and make it  available to you at a place  designated  by you. If any
notification of intended  disposition of any Collateral is required by law, such
notification, if mailed, shall be deemed properly and reasonably given if mailed
at least ten (10) days before such  disposition,  postage prepaid,  addressed to
us,  Attention:  President,  either  at our  address  shown  herein or as may be
amended  by us in  writing  to you  from  time  to  time.  Any  proceeds  of any
disposition of any of the  Collateral  shall be applied by you to the payment of
all expenses in connection with the sale of the Collateral, including reasonable
attorneys'  fees and  disbursements  and the  reasonable  expense  of  retaking,
holding,  preparing  for sale,  selling,  and the like,  and any balance of such
proceeds  may be applied by you toward the  payment of the  Obligations  in such
order  of  application  as you  may  elect,  and we  shall  be  liable  for  any
deficiency.

         6.  If we  default  in  any  material  respect  in the  performance  or
fulfillment of any of the terms, conditions,  promises, covenants, provisions or
warranties  on our part to be performed  or fulfilled  under or pursuant to this
Agreement,  you may, at your option  without  waiving your right to enforce this
Agreement  according to its terms,  immediately  or at any time  thereafter  and
without  notice to us,  perform or fulfill the same or cause the  performance or
fulfillment  of the same for our account and at our sole cost and  expense,  and
the cost and expense thereof  (including  reasonable  attorneys'  fees) shall be
added to the Obligations and shall be payable on demand with interest thereon at
the highest rate  permitted  by law or, at your option,  debited by you from the
account pledged to you in connection with this Agreement (the"Pledged Account"),
the details of which are set forth on Schedule 6, attached hereto.

         7. We appoint you, any of your officers,  employees or any other person
or entity whom you may designate as our attorney-in-fact,  with power to execute
such documents in our behalf and to supply any omitted  information  and correct
patent  errors  in any  documents  executed  by us or on  our  behalf;  to  file
financing  statements  against us covering the  Collateral;  to sign our name on
public records;  and to do all other things you deem necessary to carry out this
Agreement.  We hereby  ratify and approve all acts of the  attorney-in-fact  and
neither you nor the  attorney-in-fact  will be liable for any acts of commission
or omission,  nor for any error of judgment or mistake of fact or law other than
gross  negligence  or willful  misconduct.  This  power  being  coupled  with an
interest, is irrevocable so long as any Obligations remains unpaid.



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         8. No delay or failure on your part in exercising any right,  privilege
or option  hereunder  shall  operate as a waiver of such or of any other  right,
privilege,  remedy or option,  and no waiver  whatever  shall be valid unless in
writing,  signed by you and then only to the extent  therein  set forth,  and no
waiver by you of any default  shall  operate as a waiver of any other default or
of the same  default on a future  occasion.  Your books and  records  containing
entries with respect to the  Obligations  shall be admissible in evidence in any
action or proceeding,  shall be binding upon us for the purpose of  establishing
the items therein set forth and shall constitute prima facie proof thereof.  You
shall have the right to enforce  any one or more of the  remedies  available  to
you,  successively,  alternately or  concurrently.  We agree to join with you in
executing  financing  statements or other  instruments to the extent required by
the Uniform  Commercial  Code in form  satisfactory to you and in executing such
other documents or instruments as may be required or deemed necessary by you for
purposes of affecting or continuing your security interest in the Collateral.

         9. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York,  without  giving  effect to  conflicts of law
principles  and  cannot  be  terminated  orally.  All of the  rights,  remedies,
options,  privileges  and elections  given to you  hereunder  shall inure to the
benefit of your  successors  and  assigns.  The term "you" as herein  used shall
include your company,  any parent of your company,  any of your subsidiaries and
any co-subsidiaries of your parent, whether now existing or hereafter created or
acquired, and all of the terms, conditions,  promises, covenants, provisions and
warranties  of this  Agreement  shall inure to the benefit of and shall bind the
representatives,  successors  and  assigns  of each of us and  them.  You and we
hereby (a) waive any and all right to trial by jury in  litigation  relating  to
this  Agreement  and the  transactions  contemplated  hereby and we agree not to
assert any  counterclaim  in such  litigation,  (b)  submit to the  nonexclusive
jurisdiction  of any New York State court  sitting in the borough of  Manhattan,
the city of New York and (c)  waive any  objection  you or we may have as to the
bringing or maintaining of such action with any such court.





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         10. All notices from you to us shall be sufficiently given if mailed or
delivered to us at our address set forth below.


                                          Very truly yours,

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


                                          By:       /s/ Andrew Glashow
                                                    ---------------------------
                                          Name:     Andrew Glashow
                                                    ---------------------------
ACKNOWLEDGED:                             Title:    President
                                                    ---------------------------

LAURUS MASTER FUND, LTD.                  Address:




By:    /s/ David Grin
       ---------------------------
Name:  David Grin
       ---------------------------
Title:
       ---------------------------







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