Exhibit 10.71


THIS NOTE AND THE COMMON SHARES  ISSUABLE UPON  CONVERSION OF THIS NOTE HAVE NOT
BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED,  OR ANY STATE
SECURITIES  LAWS.  THIS NOTE AND THE COMMON SHARES  ISSUABLE UPON  CONVERSION OF
THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,  HYPOTHECATED,OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF AN  EFFECTIVE  REGISTRATION  STATEMENT  AS TO THIS
NOTE OR SUCH COMMON  SHARES,  AS  APPLICABLE,  UNDER SAID ACT AND ANY APPLICABLE
STATES  SECURITIES  LAWS OR AN  OPINION OF COUNSEL  REASONABLY  SATISFACTORY  TO
VENTURES-NATIONAL  INCORPORATED  D/B/A TITAN  GENERAL  HOLDINGS,  INC. THAT SUCH
REGISTRATION IS NOT REQUIRED.

                   SECURED CONVERTIBLE MINIMUM BORROWING NOTE
                   ------------------------------------------

              FOR VALUE  RECEIVED,  VENTURES-NATIONAL  INCORPORATED  D/B/A TITAN
GENERAL  HOLDINGS,  INC. a Utah corporation (the "BORROWER")  promises to pay to
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, Fax:
345-949-9877 (the "HOLDER") or its registered  assigns, on order, the sum of ONE
MILLION  FIVE HUNDRED  THOUSAND  DOLLARS  ($1,500,000),  of, if  different,  the
aggregate  principal  amount  of all  "LOANS"  (as such term is  defined  in the
Security  Agreement  referred  to below),  together  with any accrued and unpaid
interest hereon, on November 20, 2006 (the "MATURITY DATE").

              Capitalized  terms used herein without  definition  shall have the
meanings  ascribed to such terms in the Security  Agreement between Borrower and
the Holder dated as of November 20, 2003 (as amended,  modified and supplemented
from time to time, the "SECURITY AGREEMENT").

The following terms shall apply to this Minimum Borrowing Note (the "NOTE"):

                                   ARTICLE I
                                    INTEREST

       1.1    INTEREST  RATE  AND  PAYMENTS.  Subject  to  Sections  5.3 and 6.7
hereof,  interest payable on this Note shall accrue at a rate per annum equal to
the "PRIME RATE"  published in THE WALL STREET  JOURNAL from time to time,  plus
three percent (3%) (the "CONTRACT  RATE").  The Prime Rate shall be increased or
decreased as the case may be for each  increase or decrease in the Prime Rate in
an amount equal to such  increase or decrease in the Prime Rate;  each change to
be  effective  as of the day of the change in such rate in  accordance  with the
terms of the Security Agreement.  Subject to the immediately following sentence,
the Contract Rate shall not be less than seven  percent (7%).  The Contract Rate
shall be adjusted  as follows:  if (i) the  Company  shall have  registered  the
shares of the Company's  common stock underlying the conversion of this Note and
that certain  warrant  issued to Holder of even date herewith on a  registration
statement declared effective by the Securities Exchange Commission, and (ii) the
volume weighted average price of the Common Stock as reported by Bloomberg, L.P.
on the  principal  market for the Common  Stock for any of the ten (10)  trading
days immediately  preceding an Interest Payment Date (defined below) exceeds the
then applicable Fixed Conversion Price (as

<PAGE>


hereinafter  defined) by twenty five percent  (25%),  the Contract  Rate for the
succeeding  calendar month shall  automatically  be reduced by twenty five basis
points (25 b.p.) for such period  PROVIDED,  HOWEVER,  that in no event will the
Contract  Rate  hereunder  be reduced  to less than  0.00%..  Interest  shall be
payable  monthly in arrears  commencing on December 1, 2003 and on the first day
of each  consecutive  calendar month  thereafter,  (each,  an "INTEREST  PAYMENT
DATE").



                                   ARTICLE II
            ADVANCES, BORROWER CONVERSION RIGHTS, PAYMENTS UNDER NOTE

              2.1.   MECHANICS  OF  ADVANCES.  All Loans  evidenced by this Note
shall be made in  accordance  with the  terms  and  provisions  of the  Security
Agreement.

              2.2.   FIXED CONVERSION  PRICE.  For purposes  hereof,  subject to
Section 3.5 hereof, the "FIXED CONVERSION PRICE" means $0.77.

              2.3.   NO EFFECTIVE REGISTRATION.  Notwithstanding anything to the
contrary  herein,  the Borrower shall be prohibited from exercising its right to
repay any  amount  hereunder  in shares of Common  Stock if at any time from the
Call Date  (defined  below) for such  payment  through  the date upon which such
payment is made by delivery of  certificates  for shares of Common Stock,  there
fails to exist an effective  current  Registration  Statement (as defined in the
Registration Rights Agreement) covering the shares of Common Stock to be issued,
or if an Event of  Default  hereunder  exists  and is  continuing,  unless  such
requirement is otherwise  waived in writing by the Holder in whole or in part at
the Holder's option.

              2.4.   OPTIONAL  PAYMENTS IN COMMON STOCK.  Subject to Section 2.3
hereof,  if the  Company  elects to pay  interest  or prepay  principal  and the
average  closing  price of the Common Stock on the  Principal  Market is greater
than  110% of the  Fixed  Conversion  Price  for a period  of at least  five (5)
consecutive trading days, then the Borrower may, AT ITS SOLE OPTION, provide the
Holder written  notice (a "CALL  NOTICE")  requiring the conversion at the Fixed
Conversion Price of all or a portion of the outstanding interest or principal of
this Note  (subject  to  compliance  with  Section 2.3 and 3.2),  together  with
accrued  interest on the amount being prepaid,  as of the date set forth in such
Call Notice (the "CALL DATE").  The Call Date shall be at least ten (10) trading
days following the date of the Call Notice.  On the Call Date the Borrower shall
deliver to the Holder certificates  evidencing the shares of Common Stock issued
in satisfaction of the principal and/or interest being retired.  Notwithstanding
the foregoing,  the Borrower's  right to issue shares of Common Stock in payment
of  obligations  under this Note shall be  subject  to the  limitation  that the
number of shares of Common Stock issued in connection with any Call Notice shall
not exceed 25% of the aggregate  dollar  trading  volume of the Common Stock for
the ten (10) trading days immediately preceding the Call Date (as such volume is
reported by Bloomberg,  L.P.). If the price of the Common Stock falls below 110%
of the Fixed Conversion Price during the ten (10) trading day period immediately
preceding  the Call Date,  then the Holder will then be required to convert only
such  amount  of the  Note as  shall  equal  twenty  five  percent  (25%) of the
aggregate  dollar trading volume (as such volume is reported by Bloomberg  L.P.)
for each day that the Common Stock has exceeded 110% of the

                                       2
<PAGE>


then applicable Fixed  Conversion  Price. The Borrower shall not be permitted to
give the Holder  more than one Call  Notice  under  this Note  during any 22-day
period.

              2.5    Optional  Redemption  in Cash.  The Borrower  will have the
option of prepaying this Note in full  ("OPTIONAL  REDEMPTION") by paying to the
Holder a sum of  money  equal  to one  hundred  fifteen  percent  (115%)  of the
principal  amount of this Note together with accrued but unpaid interest thereon
and any and all other sums due,  accrued or payable to the Holder  arising under
this Note, the Security Agreement, or any Ancillary Agreement (as defined in the
Security  Agreement) (the  "REDEMPTION  AMOUNT")  outstanding on the day written
notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder,  which
Notice of Redemption  shall specify the date for such Optional  Redemption  (the
"REDEMPTION  PAYMENT DATE").  A Notice of Redemption shall not be effective with
respect to any portion of this Note for which the Holder has a pending  election
to convert pursuant to Section 3.1 and the Redemption Amount shall be determined
as if such election to convert had been completed  immediately prior to the date
of the Notice of Redemption.  The  Redemption  Payment Date shall not be earlier
than the day after the date of the Notice of Redemption and not later than seven
(7) days after the date of the Notice of Redemption.  On the Redemption  Payment
Date,  the  Redemption  Amount must be paid in good funds to the Holder.  In the
event the Borrower fails to pay the Redemption Amount by the Redemption  Payment
Date, then such Redemption Notice will be null and void.

                                  ARTICLE III
                           HOLDER'S CONVERSION RIGHTS

              3.1.   OPTIONAL  CONVERSION.  Subject to the terms of this Article
III, the Holder shall have the right, but not the obligation,  at any time until
the  Maturity  Date,  or  thereafter  during an Event of Default  (as defined in
Article IV), and, subject to the limitations set forth in Section 3.2 hereof, to
convert all or any portion of the  outstanding  principal  amount and/or accrued
interest  and fees due and payable into fully paid and  nonassessable  shares of
the Common Stock at the Fixed Conversion Price. The shares of Common Stock to be
issued upon such conversion are herein referred to as the "CONVERSION SHARES."

              3.2.   CONVERSION LIMITATION.  Notwithstanding  anything contained
herein to the contrary,  the Holder shall not be entitled to convert pursuant to
the terms of this Note an amount that would be  convertible  into that number of
Conversion Shares which would exceed the difference between the number of shares
of Common Stock  beneficially  owned by such Holder or issuable upon exercise of
warrants held by such Holder and 4.99% of the outstanding shares of Common Stock
of the  Borrower.  For  the  purposes  of the  immediately  preceding  sentence,
beneficial ownership shall be determined in accordance with Section 13(d) of the
Securities  Exchange Act of 1934, as amended,  and Regulation 13d-3  thereunder.
The  Conversion   Shares   limitation   described  in  this  Section  3.2  shall
automatically  become  null and void  without  any notice to  Borrower  upon the
occurrence and during the continuance  beyond any applicable  grace period of an
Event of Default, or upon 75 days prior notice to the Borrower.

              3.3.   MECHANICS  OF  HOLDER'S  CONVERSION.  In the event that the
Holder  elects to convert  this Note into Common  Stock,  the Holder  shall give
notice of such  election by  delivering  an  executed  and  completed  notice of
conversion ("NOTICE OF CONVERSION") to the Borrower and


                                       3
<PAGE>


such Notice of Conversion shall provide a breakdown in reasonable  detail of the
Principal  Amount,  accrued interest and fees, if any, that are being converted.
On each  Conversion  Date (as  hereinafter  defined) and in accordance  with its
Notice of  Conversion,  the Holder shall make the  appropriate  reduction to the
Principal Amount,  accrued interest and fees as entered in its records and shall
provide  written  notice  thereof to the Borrower  within two (2) business  days
after  the  Conversion  Date.  Each  date on which a  Notice  of  Conversion  is
delivered or telecopied to the Borrower in accordance with the provisions hereof
shall be deemed a Conversion Date (the  "CONVERSION  DATE"). A form of Notice of
Conversion to be employed by the Holder is annexed hereto as Exhibit A. Pursuant
to the terms of the Notice of Conversion,  the Borrower will issue  instructions
to the  transfer  agent  accompanied  by an opinion  of  counsel  within two (2)
business  days  of the  date  of the  delivery  to  Borrower  of the  Notice  of
Conversion  and shall  cause the  transfer  agent to transmit  the  certificates
representing the Conversion Shares to the Holder by crediting the account of the
Holder's designated broker with the Depository Trust Corporation ("DTC") through
its  Deposit  Withdrawal  Agent  Commission  ("DWAC")  system  within  three (3)
business  days after  receipt by the Borrower of the Notice of  Conversion  (the
"DELIVERY DATE"). In the case of the exercise of the conversion rights set forth
herein the conversion  privilege  shall be deemed to have been exercised and the
Conversion  Shares  issuable upon such  conversion  shall be deemed to have been
issued upon the date of receipt by the Borrower of the Notice of Conversion. The
Holder  shall be treated for all  purposes  as the record  holder of such Common
Stock,  unless the Holder  provides the  Borrower  written  instructions  to the
contrary.

              3.4.   LATE PAYMENTS. The Borrower understands that a delay in the
delivery  of the shares of Common  Stock in the form  required  pursuant to this
Article beyond the Delivery Date could result in economic loss to the Holder. As
compensation  to the  Holder  for such  loss,  the  Borrower  agrees to pay late
payments to the Holder for late  issuance  of such  shares in the form  required
pursuant to this Article III upon conversion of the Note, in the amount equal to
$500 per  business  day after the  Delivery  Date.  The  Borrower  shall pay any
payments incurred under this Section in immediately available funds upon demand.

              3.5.   ADJUSTMENT  PROVISIONS.  The  Fixed  Conversion  Price  and
number  and kind of shares or other  securities  to be  issued  upon  conversion
determined  pursuant to Section 2.2 shall be subject to adjustment  from time to
time upon the happening of certain  events while this  conversion  right remains
outstanding, as follows:

                     A.     RECLASSIFICATION,  ETC. If the  Borrower at any time
shall, by reclassification  or otherwise,  change the Common Stock into the same
or a different  number of securities  of any class or classes,  this Note, as to
the unpaid Principal Amount and accrued  interest  thereon,  shall thereafter be
deemed to evidence the right to purchase an adjusted  number of such  securities
and kind of  securities as would have been issuable as the result of such change
with respect to the Common Stock immediately prior to such  reclassification  or
other change.

                     B.     STOCK SPLITS,  COMBINATIONS  AND  DIVIDENDS.  If the
shares of Common  Stock are  subdivided  or  combined  into a greater or smaller
number of shares of Common  Stock,  or if a dividend is paid on the Common Stock
in shares of Common Stock, the Fixed  Conversion Price shall be  proportionately
reduced in case of subdivision  of shares or stock  dividend or  proportionately
increased in the case of combination  of shares,  in each such case by the ratio
which the total number of shares of Common Stock  outstanding  immediately after
such

                                       4
<PAGE>


event  bears  to  the  total  number  of  shares  of  Common  Stock  outstanding
immediately prior to such event.

                     C.     SHARE  ISSUANCES.  Subject to the provisions of this
Section  3.5,  if the  Borrower  shall at any time  prior to the  conversion  or
repayment in full of the Principal  Amount issue any shares of Common Stock to a
person other than the Holder  (except (i) pursuant to  Subsections A or B above;
(ii)  pursuant  to  options,  warrants,  or other  obligations  to issue  shares
outstanding  on the date  hereof as  disclosed  to Holder in  writing;  or (iii)
pursuant to options that may be issued under any employee incentive stock option
and/or  any  qualified  stock  option  plan  adopted  by  the  Borrower)  for  a
consideration per share (the "OFFER PRICE") less than the Fixed Conversion Price
in effect at the time of such issuance, then the Fixed Conversion Price shall be
immediately  reset to such lower Offer Price. For purposes hereof,  the issuance
of any security of the Borrower  convertible into or exercisable or exchangeable
for Common Stock shall result in an adjustment to the Fixed  Conversion Price at
the time of issuance of such securities.

                     D.     COMPUTATION  OF  CONSIDERATION.  For purposes of any
computation  respecting  consideration  received pursuant to Subsection C above,
the following shall apply:

                            (a)    in the  case of the  issuance  of  shares  of
Common  Stock for cash,  the  consideration  shall be the  amount of such  cash,
provided  that in no case  shall  any  deduction  be made  for any  commissions,
discounts or other expenses incurred by the Borrower for any underwriting of the
issue or otherwise in connection therewith;

                            (b)    in the  case of the  issuance  of  shares  of
Common  Stock for a  consideration  in whole or in part  other  than  cash,  the
consideration  other  than  cash  shall be deemed  to be the fair  market  value
thereof as  determined  in good faith by the Board of  Directors of the Borrower
(irrespective of the accounting treatment thereof); and

                            (c)    upon  any  such   exercise,   the   aggregate
consideration   received  for  such  securities   shall  be  deemed  to  be  the
consideration  received by the Borrower for the issuance of such securities plus
the  additional  minimum  consideration,  if any, to be received by the Borrower
upon the conversion or exchange  thereof (the  consideration  in each case to be
determined  in the  same  manner  as  provided  in  clauses  (a) and (b) of this
Subsection (D)).

              3.6.   RESERVATION  OF SHARES.  During  the period the  conversion
right set forth in this Article III exists,  the Borrower  will reserve from its
authorized  and unissued  Common Stock a sufficient  number of shares to provide
for the  issuance of Common  Stock upon the full  conversion  of this Note.  The
Borrower  represents  that upon  issuance,  such shares will be duly and validly
issued, fully paid and non-assessable.  The Borrower agrees that its issuance of
this Note shall constitute full authority to its officers,  agents, and transfer
agents who are charged with the duty of executing and issuing stock certificates
to execute and issue the necessary  certificates for shares of Common Stock upon
the conversion of this Note.

              3.7.   REGISTRATION   RIGHTS.   The   Holder   has  been   granted
registration  rights with  respect to the shares of Common Stock  issuable  upon
conversion  of this  Note as more  fully  set  forth  in a  Registration  Rights
Agreement dated the date hereof.

                                       5
<PAGE>


                                   ARTICLE IV
                                EVENTS OF DEFAULT

              The  occurrence  of any of the  following  events  is an  Event of
Default ("EVENT OF DEFAULT"):

              4.1.   FAILURE  TO PAY  PRINCIPAL,  INTEREST  OR OTHER  FEES.  The
Borrower fails to pay when due any  installment of principal,  interest or other
fees  hereon or on any other  promissory  note issued  pursuant to the  Security
Agreement, when due in accordance with the terms of such note.

              4.2.   BREACH OF COVENANT.  The Borrower  breaches any covenant or
other term or condition of this Note in any material respect and such breach, if
subject to cure, continues for a period of thirty (30) days after the occurrence
thereof.

              4.3.   BREACH OF  REPRESENTATIONS  AND  WARRANTIES.  Any  material
representation  or  warranty  of the  Borrower  made  herein,  or  the  Security
Agreement,   or  in  any  Ancillary  Agreement  shall  be  materially  false  or
misleading.

              4.4.   STOP  TRADE.  An SEC stop trade order or  Principal  Market
trading suspension of the Common Stock shall be in effect for 5 consecutive days
or 5 days  during a period  of 10  consecutive  days,  excluding  in all cases a
suspension  of all trading on a Principal  Market,  provided  that the  Borrower
shall not have been able to cure such trading  suspension  within 30 days of the
notice  thereof or list the Common Stock on another  Principal  Market within 60
days of such notice.  The "PRINCIPAL  MARKET" for the Common Stock shall include
the NASD OTC Bulletin  Board,  NASDAQ  SmallCap  Market,  NASDAQ National Market
System,  American Stock Exchange,  or New York Stock Exchange  (whichever of the
foregoing is at the time the principal trading exchange or market for the Common
Stock),  or any  securities  exchange  or other  securities  market on which the
Common Stock is then being listed or traded.

              4.5.   DEFAULT UNDER RELATED AGREEMENT. The occurrence of an Event
of Default under and as defined in the Security  Agreement  and/or the Ancillary
Agreements .

              4.6    FAILURE TO DELIVER  COMMON STOCK OR  REPLACEMENT  NOTE. The
Borrower's  failure to timely deliver Common Stock to the Holder pursuant to and
in the form required by this Note, and Section 9 of the Security  Agreement,  or
if required,  a replacement  Note if such failure to timely deliver Common Stock
shall not be cured  within two (2)  business  days or such  failure to deliver a
replacement Note is not cured within seven (7) business days.

              4.7    PAYMENT GRACE PERIOD.  The Borrower  shall have a three (3)
business day grace period to pay any monetary amounts due under this Note or the
Security  Agreement  or any  Ancillary  Agreements,  after which grace  period a
default  interest rate of five percent (5%) per annum above the then  applicable
interest rate hereunder shall apply to the monetary amounts due.

                                       6
<PAGE>


                                   ARTICLE V
                                DEFAULT PAYMENTS

              5.1.   DEFAULT PAYMENT. If an Event of Default occurs, the Holder,
at its option, may elect, in addition to all rights and remedies of Holder under
the  Security  Agreement  and all  obligations  of Borrower  under the  Security
Agreement,  by written  notice to the Borrower to require the Borrower to make a
Default  Payment  ("DEFAULT   Payment").   The  Default  Payment  shall  be  the
outstanding principal amount of the Note, plus accrued but unpaid interest,  all
other fees then remaining unpaid, and all other amounts payable hereunder.

              5.2.   DEFAULT PAYMENT DATE AND DEFAULT NOTICE PERIOD. The Default
Payment  shall be due and  payable on the fifth  business  day after an Event of
Default has  occurred  and is  continuing  beyond any  applicable  grace  period
("DEFAULT  PAYMENT  DATE").  The period  between  date upon which of an Event of
Default has occurred and is continuing  beyond any  applicable  grace period and
the Default  Payment Date shall be the  "DEFAULT  PERIOD." If during the Default
Period,  the Borrower  cures the Event of Default,  the Event of Default will no
longer  exist  and  any  additional  rights  the  Holder  had  triggered  by the
occurrence and  continuance of an Event of Default will no longer exist.  If the
Event of Default is not cured  during the  Default  Notice  Period,  all amounts
payable  hereunder  shall be due and payable on the Default  Payment  Date,  all
without further  demand,  presentment or notice,  or grace period,  all of which
hereby are expressly waived.

              5.3.   DEFAULT INTEREST RATE.  Following the occurrence and during
the  continuance  of an Event of Default  beyond  any  applicable  cure  period,
interest  on this Note  shall  automatically  be  increased  to one and one half
percent (1.5%) per month,  and all  outstanding  Obligations,  including  unpaid
interest,  shall  continue  to accrue  interest  from the date of such  Event of
Default at such interest rate applicable to such Obligations until such Event of
Default is cured or waived

              5.4.   CUMULATIVE REMEDIES.  The remedies under this Note shall be
cumulative.

                                   ARTICLE VI
                                  MISCELLANEOUS

              6.1.   FAILURE OR  INDULGENCE  NOT WAIVER.  No failure or delay on
the part of the Holder  hereof in the exercise of any power,  right or privilege
hereunder  shall  operate as a waiver  thereof,  nor shall any single or partial
exercise  of any  such  power,  right or  privilege  preclude  other or  further
exercise  thereof  or of any other  right,  power or  privilege.  All rights and
remedies existing  hereunder are cumulative to, and not exclusive of, any rights
or remedies otherwise available.

              6.2.   NOTICES.  Any notice  herein  required or  permitted  to be
given  shall be in writing  and  provided  in  accordance  with the terms of the
Security Agreement.

              6.3.   AMENDMENT  PROVISION.  The term  "NOTE"  and all  reference
thereto,  as used  throughout  this  instrument,  shall mean this  instrument as
originally executed, or if later

                                       7
<PAGE>


amended or supplemented,  then as so amended or supplemented,  and any successor
instrument as it may be amended or supplemented.

              6.4.   ASSIGNABILITY. This Note shall be binding upon the Borrower
and its successors and assigns, and shall inure to the benefit of the Holder and
its successors and assigns, and may be assigned by the Holder in accordance with
the requirements of the Security Agreement.

              6.5.   COST OF  COLLECTION.  If default is made in the  payment of
this  Note,  the  Borrower  shall  pay the  Holder  hereof  reasonable  costs of
collection, including reasonable attorneys' fees.

              6.6.   GOVERNING LAW. This Note shall be governed by and construed
in  accordance  with  the laws of the  State  of New  York,  without  regard  to
principles of conflicts of laws.  Any action brought by either party against the
other  concerning  the  transactions  contemplated  by this  Agreement  shall be
brought only in the state courts of New York or in the federal courts located in
the city of New York,  the state of New York.  Both  parties and the  individual
signing this Note on behalf of the Borrower agree to submit to the  jurisdiction
of such courts. The prevailing party shall be entitled to recover from the other
party its reasonable  attorney's fees and costs. In the event that any provision
of this Note is invalid or unenforceable under any applicable statute or rule of
law, then such provision  shall be deemed  inoperative to the extent that it may
conflict  therewith and shall be deemed modified to conform with such statute or
rule of law. Any such provision which may prove invalid or  unenforceable  under
any law shall not affect the validity or unenforceability of any other provision
of this Note.  Nothing  contained  herein shall be deemed or operate to preclude
the Holder from bringing suit or taking other legal action  against the Borrower
in any other jurisdiction to collect on the Borrower's obligations to Holder, to
realize on any  collateral  or any other  security for such  obligations,  or to
enforce a judgment or other court order in favor of Holder.

              6.7.   MAXIMUM PAYMENTS.  Nothing contained herein shall be deemed
to  establish  or require the payment of a rate of interest or other  charges in
excess of the maximum permitted by applicable law. In the event that the rate of
interest  required  to be paid or other  charges  hereunder  exceed the  maximum
permitted by such law, any payments in excess of such maximum  shall be credited
against  amounts  owed by the  Borrower  to the Holder and thus  refunded to the
Borrower.

              6.8.   SECURITY INTEREST. The Holder of this Note has been granted
a security  interest in certain  assets of the Borrower more fully  described in
the Security Agreement dated as of November ___, 2003.

              6.9.   CONSTRUCTION.   Each  party  acknowledges  that  its  legal
counsel participated in the preparation of this Note and, therefore,  stipulates
that the rule of construction  that  ambiguities are to be resolved  against the
drafting party shall not be applied in the  interpretation of this Note to favor
any party against the other.

      [Balance of page intentionally left blank; signature page follows.]

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<PAGE>


              IN  WITNESS   WHEREOF,   the  Borrower  has  caused  this  Secured
Convertible  Revolving  Note to be signed in its name  effective as of this 20th
day of November, 2003.

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

                                           By: /s/ Andrew Glashow
                                               ---------------------------------

                                           Name:  Andrew Glashow

                                           Title: President

WITNESS:

---------------------------------------




                                       9
<PAGE>


                              NOTICE OF CONVERSION

(To be executed by the Holder in order to convert the Note)

              The  undersigned  hereby  elects  to  convert  $_________  of  the
principal  and  $_________  of  the  interest  due on  the  Secured  Convertible
Revolving  Note issued by  VENTURES-NATIONAL  INCORPORATED  D/B/A TITAN  GENERAL
HOLDINGS,   INC.  on  September   11,  2003  into  Shares  of  Common  Stock  of
VENTURES-NATIONAL   INCORPORATED   D/B/A  TITAN  GENERAL  HOLDINGS,   INC.  (the
"BORROWER")  according to the  conditions set forth in such Note, as of the date
written below.


Date of Conversion:
                       ---------------------------------------------------------
Conversion Price:
                       ---------------------------------------------------------
Shares To Be Delivered:
                       ---------------------------------------------------------
Signature:
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Print Name:
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Address:
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Holder  DWAC
instructions           ---------------------------------------------------------