Exhibit 10.64








                         VENTURES-NATIONAL INCORPORATED

                       D/B/A TITAN GENERAL HOLDINGS, INC.

                          SECURITIES PURCHASE AGREEMENT

                                NOVEMBER 20, 2003


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                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

1.       AGREEMENT TO SELL AND PURCHASE........................................1

2.       FEES AND WARRANT......................................................1

3.       CLOSING, DELIVERY AND PAYMENT.........................................2
         3.1        CLOSING....................................................2
         3.2        DELIVERY...................................................2

4.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY.........................2
         4.1        ORGANIZATION, GOOD STANDING AND QUALIFICATION..............2
         4.2        SUBSIDIARIES...............................................3
         4.3        CAPITALIZATION; VOTING RIGHTS..............................3
         4.4        AUTHORIZATION; BINDING OBLIGATIONS.........................4
         4.5        LIABILITIES................................................4
         4.6        AGREEMENTS; ACTION.........................................4
         4.7        OBLIGATIONS TO RELATED PARTIES.............................5
         4.8        CHANGES....................................................6
         4.9        TITLE TO PROPERTIES AND ASSETS; LIENS, ETC.................7
         4.10       INTELLECTUAL PROPERTY......................................7
         4.11       COMPLIANCE WITH OTHER INSTRUMENTS..........................8
         4.12       LITIGATION.................................................8
         4.13       TAX RETURNS AND PAYMENTS...................................8
         4.14       EMPLOYEES..................................................8
         4.15       REGISTRATION RIGHTS AND VOTING RIGHTS......................9
         4.16       COMPLIANCE WITH LAWS; PERMITS..............................9
         4.17       ENVIRONMENTAL AND SAFETY LAWS.............................10
         4.18       VALID OFFERING............................................10
         4.19       FULL DISCLOSURE...........................................10
         4.20       INSURANCE.................................................10
         4.21       SEC REPORTS...............................................10
         4.22       LISTING...................................................11
         4.23       NO INTEGRATED OFFERING....................................11
         4.24       STOP TRANSFER.............................................11
         4.25       DILUTION..................................................11

5.       REPRESENTATIONS AND WARRANTIES OF THE PURCHASER......................11
         5.1        NO SHORTING...............................................11
         5.2        REQUISITE POWER AND AUTHORITY.............................11
         5.3        INVESTMENT REPRESENTATIONS................................12
         5.4        PURCHASER BEARS ECONOMIC RISK.............................12
         5.5        ACQUISITION FOR OWN ACCOUNT...............................12
         5.6        PURCHASER CAN PROTECT ITS INTEREST........................12
         5.7        ACCREDITED INVESTOR.......................................13
         5.8        LEGENDS...................................................13

6.       COVENANTS OF THE COMPANY.............................................14
         6.1        STOP-ORDERS...............................................14



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         6.2        LISTING...................................................14
         6.3        MARKET REGULATIONS........................................14
         6.4        REPORTING REQUIREMENTS....................................14
         6.5        USE OF FUNDS..............................................14
         6.6        ACCESS TO FACILITIES......................................14
         6.7        TAXES.....................................................15
         6.8        INSURANCE.................................................15
         6.9        INTELLECTUAL PROPERTY.....................................16
         6.10       PROPERTIES................................................16
         6.11       CONFIDENTIALITY...........................................16
         6.12       REQUIRED APPROVALS........................................16
         6.13       REISSUANCE OF SECURITIES..................................17
         6.14       OPINION...................................................17

7.       COVENANTS OF THE PURCHASER...........................................18
         7.1        CONFIDENTIALITY...........................................18
         7.2        NON-PUBLIC INFORMATION....................................18

8.       COVENANTS OF THE COMPANY AND PURCHASER REGARDING INDEMNIFICATION.....18
         8.1        COMPANY INDEMNIFICATION...................................18
         8.2        PURCHASER'S INDEMNIFICATION...............................18
         8.3        PROCEDURES................................................18

9.       CONVERSION OF CONVERTIBLE NOTE.......................................18
         9.1        MECHANICS OF CONVERSION...................................18
         9.2        MAXIMUM CONVERSION........................................20

10.      REGISTRATION RIGHTS..................................................20
         10.1       REGISTRATION RIGHTS GRANTED...............................20
         10.2       OFFERING RESTRICTIONS.....................................20

11.      MISCELLANEOUS........................................................20
         11.1       GOVERNING LAW.............................................20
         11.2       SURVIVAL..................................................21
         11.3       SUCCESSORS................................................21
         11.4       ENTIRE AGREEMENT..........................................21
         11.5       SEVERABILITY..............................................21
         11.6       AMENDMENT AND WAIVER......................................21
         11.7       DELAYS OR OMISSIONS.......................................22
         11.8       NOTICES...................................................22
         11.9       ATTORNEYS' FEES...........................................23
         11.10      TITLES AND SUBTITLES......................................23
         11.11      FACSIMILE SIGNATURES; COUNTERPARTS........................23
         11.12      BROKER'S FEES.............................................23
         11.13      CONSTRUCTION..............................................23



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                                LIST OF EXHIBITS
--------------------------------------------------------------------------------

Form of Convertible Term Note.......................................   Exhibit A
Form of Warrant.....................................................   Exhibit B
Form of Opinion.....................................................   Exhibit C
Form of Escrow Agreement............................................   Exhibit D










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                          SECURITIES PURCHASE AGREEMENT

         THIS  SECURITIES  PURCHASE  AGREEMENT  (this  "Agreement")  is made and
entered  into  as  of  November  20,  2003,  by  and  between  VENTURES-NATIONAL
INCORPORATED  D/B/A  TITAN  GENERAL  HOLDINGS,  INC.,  a Utah  corporation  (the
"Company"),  and  Laurus  Master  Fund,  Ltd.,  a Cayman  Islands  company  (the
"Purchaser").

                                    RECITALS

         WHEREAS,  the Company has  authorized  the sale to the  Purchaser  of a
Convertible  Term Note in the  aggregate  principal  amount of two  million  one
hundred thousand dollars  ($2,100,000)  (the "Note"),  which Note is convertible
into  shares of the  Company's  common  stock,  $0.001  par value per share (the
"Common Stock") at a fixed  conversion  price of $0.77 per share of Common Stock
("Fixed Conversion Price");

         WHEREAS,  the  Company  wishes to issue a warrant to the  Purchaser  to
purchase up to 350,000 shares of the Company's  Common Stock in connection  with
Purchaser's purchase of the Note;

         WHEREAS,  Purchaser  desires to  purchase  the Note and  Warrant on the
terms and conditions set forth herein; and

         WHEREAS,  the Company desires to issue and sell the Note and Warrant to
Purchaser on the terms and conditions set forth herein.

                                    AGREEMENT

         NOW,  THEREFORE,  in  consideration  of the foregoing  recitals and the
mutual promises, representations, warranties and covenants hereinafter set forth
and for other good and valuable  consideration,  the receipt and  sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

         1. AGREEMENT TO SELL AND PURCHASE. Pursuant to the terms and conditions
set forth in this Agreement,  on the Closing Date (as defined in Section 3), the
Company  agrees to sell to the  Purchaser,  and the  Purchaser  hereby agrees to
purchase  from the  Company a Note in the amount of  $2,100,000  convertible  in
accordance  with the terms thereof into shares of the Company's  Common Stock in
accordance with the terms of the Note and this  Agreement.  The sale of the Note
on the  Closing  Date  shall be known as the  "Offering."  A form of the Note is
annexed  hereto as Exhibit A. The Note will have a Maturity  Date (as defined in
the Note)  thirty six (36) months from the date of issuance.  Collectively,  the
Note and Warrant (as defined in Section 2) and Common Stock  issuable in payment
of the Note,  upon  conversion  of the Note and upon exercise of the Warrant are
referred to as the "Securities."

         2. FEES AND WARRANT. On the Closing Date:

                  (a) The  Company  will issue and  deliver to the  Purchaser  a
         Warrant to purchase up to 350,000  shares of Common Stock in connection
         with the Offering  (the  "Warrant")  pursuant to Section 1 hereof.  The
         Warrant must be delivered on the Closing

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         Date.  A form of  Warrant  is  annexed  hereto  as  Exhibit  B. All the
         representations,     covenants,    warranties,     undertakings,    and
         indemnification, and other rights made or granted to or for the benefit
         of the  Purchaser  by the  Company  are hereby also made and granted in
         respect  of the  Warrant  and  shares  of the  Company's  Common  Stock
         issuable upon exercise of the Warrant (the "Warrant Shares").

                  (b) Subject to the terms of Section  2(d)  below,  the Company
         shall pay to Laurus  Capital  Management,  LLC,  manager of Purchaser a
         closing  payment  in an amount  equal to three and six  tenths  percent
         (3.6%) of the aggregate principal amount of the Note. The foregoing fee
         is referred to herein as the "Closing Payment."

                  (c)  The  Company  shall   reimburse  the  Purchaser  for  its
         reasonable  legal  fees  for  services  rendered  to the  Purchaser  in
         preparation   of  this   Agreement  and  the  Related   Agreements  (as
         hereinafter  defined),  and expenses in connection with the Purchaser's
         due  diligence  review of the Company  and  relevant  matters.  Amounts
         required to be paid hereunder will be paid at the Closing and shall not
         exceed  $22,000  for legal  expenses  and $17,500  for  performing  due
         diligence inquiries on the Company.

                  (d) The Closing  Payment,  legal fees and due  diligence  fees
         (net of  deposits  previously  paid  by the  Company  shall  be paid at
         closing out of funds held pursuant to a Funds Escrow  Agreement of even
         date herewith  among the Company,  Purchaser,  and an Escrow Agent (the
         "Funds Escrow Agreement") and a disbursement  letter (the "Disbursement
         Letter").

         3.  CLOSING, DELIVERY AND PAYMENT.

                  3.1 CLOSING.  Subject to the terms and conditions  herein, the
closing of the  transactions  contemplated  hereby (the  "Closing"),  shall take
place on the date hereof, at such time or place as the Company and Purchaser may
mutually agree (such date is hereinafter referred to as the "Closing Date").

                  3.2  DELIVERY.  Pursuant to the Funds Escrow  Agreement in the
form  attached  hereto as Exhibit C, at the  Closing on the  Closing  Date,  the
Company will deliver to the  Purchaser,  among other things,  a Note in the form
attached as Exhibit A  representing  the principal  amount of  $2,100,000  and a
Warrant in the form attached as Exhibit B in the Purchaser's  name  representing
350,000  Warrant  Shares and the  Purchaser  will deliver to the Company,  among
other  things,  the amounts set forth in the  Disbursement  Letter by  certified
funds or wire transfer.

         4.  REPRESENTATIONS  AND WARRANTIES OF THE COMPANY.  The Company hereby
represents and warrants to the Purchaser as of the date of this Agreement as set
forth below which  disclosures are supplemented by, and subject to the Company's
filings under the Securities Exchange Act of 1934  (collectively,  the "Exchange
Act Filings"), copies of which have been provided to the Purchaser.

                  4.1 ORGANIZATION, GOOD STANDING AND QUALIFICATION. The Company
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Utah. The Company has the corporate  power and authority to
own and operate its properties and



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assets,  to execute and deliver this Agreement,  and the Note and the Warrant to
be issued in connection with this Agreement,  the Security Agreement relating to
the Note dated as of  November  __, 2003  between the Company and the  Purchaser
(the "Security  Agreement"),  the Registration  Rights Agreement relating to the
Securities  dated as of November __, 2003 between the Company and the  Purchaser
(the  "Registration  Rights  Agreement")  and all other  agreements  referred to
herein (collectively,  the "Related Agreements"), to issue and sell the Note and
the  shares of Common  Stock  issuable  upon  conversion  of the Note (the "Note
Shares"), to issue and sell the Warrant and the Warrant Shares, and to carry out
the provisions of this Agreement and the Related  Agreements and to carry on its
business as presently conducted. The Company is duly qualified and is authorized
to do  business  and  is in  good  standing  as a  foreign  corporation  in  all
jurisdictions  in which the nature of its activities and of its properties (both
owned  and  leased)  makes  such  qualification  necessary,   except  for  those
jurisdictions in which failure to do so would not have a material adverse effect
on the Company or its business.

                  4.2  SUBSIDIARIES.  The  Company  owns all of the  issued  and
outstanding  capital stock of Titan PCB East,  Inc. and Titan PCB West, Inc. The
Company does not own or control any equity  security or other material  interest
of any other corporation, limited partnership or other business entity

                  4.3 CAPITALIZATION; VOTING RIGHTS.

                  (a) The  authorized  capital  stock of the Company,  as of the
         date hereof consists of _________shares, of which ________are shares of
         Common Stock, par value $0.001 per share,  _________shares of which are
         issued and outstanding.

                  (b) Except as disclosed on SCHEDULE 4.3,  other than:  (i) the
         shares  reserved for issuance  under the Company's  stock option plans;
         and (ii) shares which may be granted pursuant to this Agreement and the
         Related Agreements,  there are no outstanding options, warrants, rights
         (including   conversion  or  preemptive  rights  and  rights  of  first
         refusal),   proxy  or  stockholder   agreements,   or  arrangements  or
         agreements of any kind for the purchase or acquisition from the Company
         of any of its securities.  Except as disclosed on SCHEDULE 4.3, neither
         the  offer,  issuance  or sale of any of the  Note or  Warrant,  or the
         issuance  of any  of  the  Note  Shares  or  Warrant  Shares,  nor  the
         consummation  of any transaction  contemplated  hereby will result in a
         change  in the  price  or  number  of  any  securities  of the  Company
         outstanding,  under anti-dilution or other similar provisions contained
         in or affecting any such securities.

                  (c) All issued and outstanding  shares of the Company's Common
         Stock:  (i) have been duly  authorized and validly issued and are fully
         paid and  nonassessable;  and (ii) were issued in  compliance  with all
         applicable   state  and  federal  laws   concerning   the  issuance  of
         securities.

                  (d) The rights,  preferences,  privileges and  restrictions of
         the  shares  of the  Common  Stock  are  as  stated  in  the  Company's
         Certificate  of  Incorporation  (the  "Charter").  The Note  Shares and
         Warrant Shares have been duly and validly  reserved for issuance.  When
         issued in  compliance  with the  provisions  of this  Agreement and the
         Company's  Charter,  the Securities will be validly issued,  fully paid
         and nonassessable,



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         and will be free of any liens or encumbrances;  provided, however, that
         the Securities may be subject to  restrictions  on transfer under state
         and/or  federal  securities  laws as set forth  herein or as  otherwise
         required by such laws at the time a transfer is proposed.

                  4.4 AUTHORIZATION;  BINDING OBLIGATIONS.  All corporate action
on the  part of the  Company,  its  officers  and  directors  necessary  for the
authorization of this Agreement and the Related  Agreements,  the performance of
all obligations of the Company hereunder at the Closing and, the  authorization,
sale,  issuance  and  delivery of the Note and Warrant has been taken or will be
taken prior to the  Closing.  The  Agreement  and the Related  Agreements,  when
executed and  delivered and to the extent it is a party  thereto,  will be valid
and binding  obligations  of the Company  enforceable  in accordance  with their
terms, except:

                  (a)  as  limited   by   applicable   bankruptcy,   insolvency,
         reorganization,   moratorium  or  other  laws  of  general  application
         affecting enforcement of creditors' rights;

                  (b)   general   principles   of  equity  that   restrict   the
         availability of equitable or legal remedies;

                  (c) indemnity and contribution  provisions  thereof insofar as
         such provisions may be unenforceable as a matter of public policy ;

                  (d)  choice  of  law  provisions  thereof,   insofar  as  such
         provisions may be unenforceable as a matter of public policy.

The sale of the Note and the subsequent  conversion of the Note into Note Shares
are not and will not be  subject  to any  preemptive  rights  or rights of first
refusal that have not been properly waived or complied with. The issuance of the
Warrant and the  subsequent  exercise of the Warrant for Warrant  Shares are not
and will not be subject to any preemptive rights or rights of first refusal that
have not been properly waived or complied with.

                  4.5  LIABILITIES.  The Company,  to the best of its knowledge,
has no material contingent  liabilities,  except current liabilities incurred in
the ordinary  course of business and  liabilities  disclosed in any Exchange Act
Filings.

                  4.6 AGREEMENTS; ACTION. Except as set forth on SCHEDULE 4.6 or
as disclosed in any Exchange Act Filings:

                  (a)  There  are no  agreements,  understandings,  instruments,
         contracts,  proposed transactions,  judgments, orders, writs or decrees
         to which  the  Company  is a party or to its  knowledge  by which it is
         bound which may involve: (i) obligations  (contingent or otherwise) of,
         or  payments  to,  the  Company  in  excess  of  $50,000   (other  than
         obligations  of, or payments to, the Company  arising from  purchase or
         sale agreements  entered into in the ordinary  course of business);  or
         (ii) the transfer or license of any patent, copyright,  trade secret or
         other  proprietary  right to or from the Company  (other than  licenses
         arising  from  the  purchase  of "off  the  shelf"  or  other  standard
         products); or (iii) provisions restricting the development, manufacture
         or distribution of the Company's products or



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         services;  or (iv)  indemnification  by the  Company  with  respect  to
         infringements of proprietary rights.

                  (b) Since August 31,  2002,  the Company has not: (i) declared
         or paid any dividends,  or authorized or made any distribution  upon or
         with respect to any class or series of its capital stock; (ii) incurred
         any  indebtedness  for money borrowed or any other  liabilities  (other
         than ordinary course obligations) individually in excess of $50,000 or,
         in the case of indebtedness  and/or liabilities  individually less than
         $50,000,  in excess of $100,000 in the aggregate;  (iii) made any loans
         or  advances  to any  person  not  in  excess,  individually  or in the
         aggregate,  of  $100,000,  other  than  ordinary  advances  for  travel
         expenses;  or (iv) sold,  exchanged or otherwise disposed of any of its
         assets or rights,  other than the sale of its inventory in the ordinary
         course of business.

                  (c) For the  purposes of  subsections  (a) and (b) above,  all
         indebtedness,  liabilities,  agreements,  understandings,  instruments,
         contracts and proposed transactions involving the same person or entity
         (including  persons or  entities  the Company has reason to believe are
         affiliated  therewith)  shall be aggregated  for the purpose of meeting
         the individual minimum dollar amounts of such subsections.

                  4.7  OBLIGATIONS  TO RELATED  PARTIES.  Except as set forth on
SCHEDULE 4.7, there are no  obligations  of the Company to officers,  directors,
stockholders or employees of the Company other than:

                  (a) for payment of salary for services  rendered and for bonus
         payments;

                  (b) reimbursement  for reasonable  expenses incurred on behalf
         of the Company;

                  (c)  for  other  standard  employee  benefits  made  generally
         available  to  all  employees   (including   stock  option   agreements
         outstanding  under  any  stock  option  plan  approved  by the Board of
         Directors of the Company); and

                  (d) obligations listed in the Company's  financial  statements
         or disclosed in any of its Exchange Act Filings.

Except as described  above or set forth on SCHEDULE  4.7,  none of the officers,
directors  or,  to the  best  of  the  Company's  knowledge,  key  employees  or
stockholders  of the Company or any  members of their  immediate  families,  are
indebted to the Company,  individually or in the aggregate, in excess of $50,000
or have any direct or indirect  ownership  interest  in any firm or  corporation
with which the  Company is  affiliated  or with which the Company has a business
relationship,  or any firm or corporation which competes with the Company, other
than passive  investments in publicly traded companies  (representing  less than
one percent (1%) of such company) which may compete with the Company.  Except as
described  above, no officer,  director or  stockholder,  or any member of their
immediate  families,  is,  directly or  indirectly,  interested  in any material
contract  with  the  Company  and  no  agreements,  understandings  or  proposed
transactions are contemplated between the Company and any such person. Except as
set forth on SCHEDULE  4.7, the Company is not a guarantor or  indemnitor of any
indebtedness of any other person, firm or corporation.



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                  4.8 CHANGES. Since August 31, 2002, except as disclosed in any
Exchange  Act  Filing  or in any  Schedule  to this  Agreement  or to any of the
Related Agreements, there has not been:

                  (a)  Any  change  in  the   assets,   liabilities,   financial
         condition,  prospects or operations of the Company,  other than changes
         in the ordinary  course of business,  none of which  individually or in
         the  aggregate  has had or is  reasonably  expected  to have a material
         adverse  effect  on  such  assets,  liabilities,  financial  condition,
         prospects or operations of the Company;

                  (b)  Any  resignation  or  termination  of  any  officer,  key
         employee or group of employees of the Company;

                  (c) Any  material  change,  except in the  ordinary  course of
         business,  in  the  contingent  obligations  of the  Company  by way of
         guaranty, endorsement, indemnity, warranty or otherwise;

                  (d) Any damage, destruction or loss, whether or not covered by
         insurance,  materially and adversely affecting the properties, business
         or prospects or financial condition of the Company;

                  (e) Any  waiver by the  Company  of a  valuable  right or of a
         material debt owed to it;

                  (f) Any direct or indirect  material loans made by the Company
         to any stockholder, employee, officer or director of the Company, other
         than advances made in the ordinary course of business;

                  (g) Any material  change in any  compensation  arrangement  or
         agreement with any employee, officer, director or stockholder;

                  (h) Any  declaration  or  payment  of any  dividend  or  other
         distribution of the assets of the Company;

                  (i) Any labor organization activity related to the Company;

                  (j) Any debt,  obligation  or liability  incurred,  assumed or
         guaranteed by the Company,  except those for immaterial amounts and for
         current liabilities incurred in the ordinary course of business;

                  (k)  Any  sale,   assignment   or  transfer  of  any  patents,
         trademarks, copyrights, trade secrets or other intangible assets;

                  (l) Any change in any material  agreement to which the Company
         is a party or by which it is bound which may  materially  and adversely
         affect  the  business,   assets,   liabilities,   financial  condition,
         operations or prospects of the Company;



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                  (m) Any other event or condition of any character that, either
         individually  or  cumulatively,  has or may  materially  and  adversely
         affect  the  business,   assets,   liabilities,   financial  condition,
         prospects or operations of the Company; or

                  (n) Any  arrangement or commitment by the Company to do any of
         the acts described in subsection (a) through (m) above.

                  4.9 TITLE TO PROPERTIES AND ASSETS;  LIENS, ETC. Except as set
forth  on  SCHEDULE  4.9,  the  Company  has good  and  marketable  title to its
properties  and assets,  and good title to its leasehold  estates,  in each case
subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:

                  (a) those  resulting  from  taxes  which  have not yet  become
         delinquent;

                  (b)  minor  liens  and  encumbrances  which do not  materially
         detract from the value of the property  subject  thereto or  materially
         impair the operations of the Company; and

                  (c) those that have otherwise arisen in the ordinary course of
         business.

All facilities,  machinery,  equipment,  fixtures, vehicles and other properties
owned,  leased or used by the Company are in good operating condition and repair
and are  reasonably  fit and  usable for the  purposes  for which they are being
used. Except as set forth on SCHEDULE 4.9, the Company is in compliance with all
material terms of each lease to which it is a party or is otherwise bound.

                  4.10  INTELLECTUAL PROPERTY.

                  (a) The Company owns or possesses  sufficient  legal rights to
         all patents, trademarks,  service marks, trade names, copyrights, trade
         secrets,  licenses,   information  and  other  proprietary  rights  and
         processes  necessary  for  its  business  as now  conducted  and to the
         Company's   knowledge  as  presently  proposed  to  be  conducted  (the
         "Intellectual Property"),  without any known infringement of the rights
         of others. There are no outstanding options,  licenses or agreements of
         any kind  relating  to the  foregoing  proprietary  rights,  nor is the
         Company  bound by or a party to any options,  licenses or agreements of
         any kind with respect to the patents, trademarks,  service marks, trade
         names,  copyrights,  trade  secrets,  licenses,  information  and other
         proprietary  rights and  processes  of any other person or entity other
         than such licenses or agreements  arising from the purchase of "off the
         shelf" or standard products.

                  (b) The Company has not received any  communications  alleging
         that the Company has violated any of the patents,  trademarks,  service
         marks,  trade names,  copyrights or trade secrets or other  proprietary
         rights of any other person or entity,  nor is the Company  aware of any
         basis therefor.

                  (c) The Company does not believe it is or will be necessary to
         utilize any inventions, trade secrets or proprietary information of any
         of its employees made prior to



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         their employment by the Company,  except for inventions,  trade secrets
         or proprietary  information  that have been rightfully  assigned to the
         Company.

                  4.11 COMPLIANCE WITH OTHER INSTRUMENTS. Except as set forth on
SCHEDULE  4.11,  the Company is not in  violation  or default of any term of its
Charter or Bylaws,  or of any  material  provision of any  mortgage,  indenture,
contract, agreement,  instrument or contract to which it is party or by which it
is  bound  or of any  judgment,  decree,  order or  writ.  Except  as  otherwise
contemplated hereby and by the Related Agreements,  the execution,  delivery and
performance of and compliance with this Agreement and the Related  Agreements to
which it is a party,  and the  issuance  and sale of the Note by the Company and
the other  Securities  by the Company each  pursuant  hereto,  will not, with or
without  the  passage of time or giving of notice,  result in any such  material
violation, or be in conflict with or constitute a default under any such term or
provision, or result in the creation of any mortgage,  pledge, lien, encumbrance
or charge upon any of the properties or assets of the Company or the suspension,
revocation,  impairment,  forfeiture  or  nonrenewal  of  any  permit,  license,
authorization or approval applicable to the Company,  its business or operations
or any of its assets or properties.

                  4.12 LITIGATION.  Except as set forth on SCHEDULE 4.12 hereto,
there is no  action,  suit,  proceeding  or  investigation  pending  or,  to the
Company's knowledge,  currently threatened against the Company that prevents the
Company to enter into this Agreement or the Related Agreements, or to consummate
the transactions  contemplated hereby or thereby, or which might result,  either
individually or in the aggregate,  in any material adverse change in the assets,
condition, affairs or prospects of the Company, financially or otherwise, or any
change in the current equity ownership of the Company,  nor is the Company aware
that there is any basis for any of the foregoing.  The Company is not a party or
subject to the provisions of any order, writ, injunction,  judgment or decree of
any court or government  agency or  instrumentality.  There is no action,  suit,
proceeding  or  investigation  by the  Company  currently  pending  or which the
Company intends to initiate.

                  4.13 TAX RETURNS AND  PAYMENTS.  The Company has timely  filed
all tax returns (federal, state and local) required to be filed by it. All taxes
shown to be due and payable on such returns, any assessments imposed, and to the
Company's  knowledge all other taxes due and payable by the Company on or before
the  Closing,  have  been  paid or will be paid  prior to the time  they  become
delinquent.  Except as set forth on  SCHEDULE  4.13,  the  Company  has not been
advised:

                  (a) that any of its  returns,  federal,  state or other,  have
         been or are being audited as of the date hereof; or

                  (b) of any  deficiency in  assessment or proposed  judgment to
         its federal, state or other taxes.

The Company has no knowledge of any  liability of any tax to be imposed upon its
properties  or assets as of the date of this  Agreement  that is not  adequately
provided for.

                  4.14  EMPLOYEES.  Except as set forth on  SCHEDULE  4.14,  the
Company has no collective bargaining agreements with any of its employees. There
is no labor union organizing



                                       8
<PAGE>


activity pending or, to the Company's knowledge,  threatened with respect to the
Company.  Except as disclosed  in the Exchange Act Filings or on SCHEDULE  4.14,
the  Company is not a party to or bound by any  currently  effective  employment
contract, deferred compensation arrangement,  bonus plan, incentive plan, profit
sharing  plan,  retirement  agreement  or other  employee  compensation  plan or
agreement.  To the  Company's  knowledge,  no employee of the  Company,  nor any
consultant with whom the Company has contracted,  is in violation of any term of
any  employment  contract,   proprietary  information  agreement  or  any  other
agreement  relating to the right of any such individual to be employed by, or to
contract with, the Company because of the nature of the business to be conducted
by the Company;  and to the Company's knowledge the continued  employment by the
Company of its present employees, and the performance of the Company's contracts
with its independent  contractors,  will not result in any such  violation.  The
Company is not aware that any of its  employees is obligated  under any contract
(including licenses, covenants or commitments of any nature) or other agreement,
or  subject  to any  judgment,  decree or order of any  court or  administrative
agency,  that would  interfere in any material  respect with their duties to the
Company.  The  Company  has not  received  any  notice  alleging  that  any such
violation  has  occurred.  Except  for  employees  who have a current  effective
employment  agreement  with the  Company,  no  employee  of the Company has been
granted the right to  continued  employment  by the  Company or to any  material
compensation following termination of employment with the Company. Except as set
forth on SCHEDULE 4.14, the Company is not aware that any officer,  key employee
or group of employees intends to terminate his, her or their employment with the
Company,  nor does  the  Company  have a  present  intention  to  terminate  the
employment of any officer, key employee or group of employees.

                  4.15  REGISTRATION  RIGHTS  AND VOTING  RIGHTS.  Except as set
forth on SCHEDULE  4.15 and except as disclosed  in Exchange  Act  Filings,  the
Company is presently not under any  obligation,  and has not granted any rights,
to register any of the Company's presently outstanding  securities or any of its
securities  that may  hereafter be issued.  Except as set forth on SCHEDULE 4.15
and except as disclosed in Exchange Act Filings, to the Company's knowledge,  no
stockholder  of the Company has entered into any  agreement  with respect to the
voting of equity securities of the Company.

                  4.16  COMPLIANCE  WITH LAWS;  PERMITS.  Except as set forth on
SCHEDULE 4.16, to its knowledge, the Company is not in violation in any material
respect of any applicable statute, rule, regulation, order or restriction of any
domestic  or foreign  government  or any  instrumentality  or agency  thereof in
respect of the conduct of its business or the ownership of its properties  which
violation  would   materially  and  adversely   affect  the  business,   assets,
liabilities,  financial  condition,  operations or prospects of the Company.  No
governmental  orders,  permissions,  consents,  approvals or authorizations  are
required to be obtained and no  registrations or declarations are required to be
filed in connection  with the  execution and delivery of this  Agreement and the
issuance  of any of the  Securities,  except  such as has been duly and  validly
obtained or filed,  or with  respect to any filings  that must be made after the
Closing in accordance  with federal  securities laws and state blue sky laws, as
will be filed in a timely  manner.  The  Company  has all  material  franchises,
permits,  licenses and any similar  authority  necessary  for the conduct of its
business as now being  conducted by it, the lack of which would  materially  and
adversely affect the business,  properties,  prospects or financial condition of
the Company.



                                       9
<PAGE>


                  4.17  ENVIRONMENTAL  AND SAFETY  LAWS.  The  Company is not in
violation in any material respect of any applicable  statute,  law or regulation
relating  to the  environment  or  occupational  health and  safety,  and to its
knowledge,  no material  expenditures are or will be required in order to comply
with any such  existing  statute,  law or  regulation.  Except  as set  forth on
SCHEDULE  4.17, no Hazardous  Materials (as defined below) are used or have been
used, stored, or disposed of by the Company or, to the Company's  knowledge,  by
any other person or entity on any property owned, leased or used by the Company.
For the purposes of the preceding sentence, "Hazardous Materials" shall mean:

                  (a)  materials  which  are  listed  or  otherwise  defined  as
         "hazardous"  or "toxic"  under any  applicable  local,  state,  federal
         and/or foreign laws and  regulations  that govern the existence  and/or
         remedy of contamination on property,  the protection of the environment
         from   contamination,   the  control  of  hazardous  wastes,  or  other
         activities   involving   hazardous   substances,   including   building
         materials; or

                  (b) any petroleum products or nuclear materials.

                  4.18   VALID   OFFERING.   Assuming   the   accuracy   of  the
representations and warranties of the Purchaser contained in this Agreement, the
offer,  sale and issuance of the Securities will be exempt from the registration
requirements of the Securities Act of 1933, as amended (the  "Securities  Act"),
and will have been registered or qualified (or are exempt from  registration and
qualification) under the registration,  permit or qualification  requirements of
all applicable state securities laws.

                  4.19 FULL  DISCLOSURE.  The Company has provided the Purchaser
with all information  requested by the Purchaser in connection with its decision
to purchase the Note and Warrant, including all information the Company believes
is  reasonably  necessary  to  make  such  investment  decision.   Neither  this
Agreement,  the exhibits and schedules  hereto,  the Related  Agreements nor any
other document  delivered by the Company to Purchaser or its attorneys or agents
in connection herewith or therewith or with the transactions contemplated hereby
or thereby,  contain any untrue statement of a material fact nor omit to state a
material  fact  necessary in order to make the  statements  contained  herein or
therein,  in light of the  circumstances in which they are made, not misleading.
Any financial  projections and other estimates  provided to the Purchaser by the
Company  were  based  on  the  Company's  experience  in  the  industry  and  on
assumptions  of fact and opinion as to future  events which the Company,  at the
date  of  the  issuance  of  such  projections  or  estimates,  believed  to  be
reasonable.

                  4.20 INSURANCE.  The Company has general  commercial,  product
liability, fire and casualty insurance policies with coverages which the Company
believes are customary for  companies  similarly  situated to the Company in the
same or similar business.

                  4.21 SEC REPORTS.  Except as set forth on SCHEDULE  4.21,  the
Company has filed all proxy statements,  reports and other documents required to
be filed by it under the Exchange  Act. The Company has  furnished the Purchaser
with  copies of: (i) its Annual  Report on Form 10-KSB for the fiscal year ended
August 31, 2002;  and (ii) its  Quarterly  Reports on Form 10-QSB for the fiscal
quarters ended  November 30, 2003,  February 28, 2003, and May 31, 2003, and the
Form 8-K filings which it has made during 2003 to date (collectively, the "SEC



                                       10
<PAGE>


Reports").  Except as set forth on  SCHEDULE  4.21,  each SEC Report was, at the
time of its filing,  in  substantial  compliance  with the  requirements  of its
respective form and none of the SEC Reports,  nor the financial  statements (and
the notes thereto)  included in the SEC Reports,  as of their respective  filing
dates,  contained any untrue  statement of a material fact or omitted to state a
material fact required to be stated  therein or necessary to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.

                  4.22 LISTING. The Company's Common Stock is listed for trading
on the NASD  Over  the  Counter  Bulletin  Board  ("OTCBB")  and  satisfies  all
requirements for the continuation of such listing.  The Company has not received
any notice that its Common Stock will be delisted  from OTCBB or that its Common
Stock does not meet all requirements for listing.

                  4.23 NO INTEGRATED  OFFERING.  Neither the Company, nor any of
its  affiliates,  nor any person acting on its or their behalf,  has directly or
indirectly  made any offers or sales of any security or solicited  any offers to
buy any  security  under  circumstances  that would  cause the  offering  of the
Securities  pursuant to this Agreement to be integrated  with prior offerings by
the Company for purposes of the  Securities  Act which would prevent the Company
from selling the Securities  pursuant to Rule 506 under the  Securities  Act, or
any applicable  exchange-related  stockholder approval provisions,  nor will the
Company or any of its affiliates or  subsidiaries  take any action or steps that
would  cause  the  offering  of  the  Securities  to be  integrated  with  other
offerings.

                  4.24 STOP TRANSFER.  The Securities are restricted  securities
as of the date of this  Agreement.  The Company will not issue any stop transfer
order or other order  impeding the sale and delivery of any of the Securities at
such time as the  Securities are registered for public sale or an exemption from
registration  is  available,  except as otherwise  provided in the  Registration
Rights Agreement and as required by state and federal securities laws.

                  4.25 DILUTION. The Company specifically  acknowledges that its
obligation  to issue the shares of Common Stock upon  conversion of the Note and
exercise of the Warrant is binding upon the Company and  enforceable  regardless
of the  dilution  such  issuance  may have on the  ownership  interests of other
shareholders of the Company.

         5.  REPRESENTATIONS  AND  WARRANTIES  OF THE  PURCHASER.  The Purchaser
hereby  represents and warrants to the Company as follows (such  representations
and  warranties do not lessen or obviate the  representations  and warranties of
the Company set forth in this Agreement)

                  5.1 NO SHORTING.  The Purchaser or any of its  affiliates  and
investment  partners will not and will not cause any person or entity,  directly
or  indirectly,  to engage in "short  sales" or "short sales against the box" of
the Company's Common Stock or any other hedging strategies.

                  5.2 REQUISITE POWER AND AUTHORITY. Purchaser has all necessary
power and  authority  under all  applicable  provisions  of law to  execute  and
deliver  this  Agreement  and the  Related  Agreements  and to carry  out  their
provisions.  All corporate  action on  Purchaser's  part required for the lawful
execution and delivery of this Agreement and the Related Agreements



                                       11
<PAGE>


have  been or  will be  effectively  taken  prior  to the  Closing.  Upon  their
execution and delivery,  this Agreement and the Related Agreements will be valid
and binding  obligations  of Purchaser,  enforceable  in  accordance  with their
terms, except:

                  (a)  as  limited   by   applicable   bankruptcy,   insolvency,
         reorganization,   moratorium  or  other  laws  of  general  application
         affecting enforcement of creditors' rights; and

                  (b) as limited by general  principles  of equity that restrict
         the availability of equitable and legal remedies.

                  5.3 INVESTMENT REPRESENTATIONS. Purchaser understands that the
Securities are being offered and sold pursuant to an exemption from registration
contained in the Securities Act based in part upon  Purchaser's  representations
contained in the Agreement, including, without limitation, that the Purchaser is
an "accredited investor" within the meaning of Regulation D under the Securities
Act. The  Purchaser  confirms that it has received or has had full access to all
the  information  it  considers  necessary  or  appropriate  to make an informed
investment  decision with respect to the Note and the Warrant to be purchased by
it under this Agreement and the Note Shares and the Warrant  Shares  acquired by
it  upon  the   conversion  of  the  Note  and  the  exercise  of  the  Warrant,
respectively.  The Purchaser  further confirms that it has had an opportunity to
ask  questions  and receive  answers from the Company  regarding  the  Company's
business,  management and financial  affairs and the terms and conditions of the
Offering,  the Note,  the Warrant and the  Securities  and to obtain  additional
information  (to the extent the  Company  possessed  such  information  or could
acquire it  without  unreasonable  effort or  expense)  necessary  to verify any
information furnished to the Purchaser or to which the Purchaser had access.

                  5.4 PURCHASER  BEARS ECONOMIC RISK.  Purchaser has substantial
experience in  evaluating  and investing in private  placement  transactions  of
securities  in  companies  similar  to the  Company  so  that it is  capable  of
evaluating  the merits and risks of its  investment  in the  Company and has the
capacity to protect its own interests.  Purchaser must bear the economic risk of
this  investment  until the  Securities  are sold  pursuant to: (i) an effective
registration  statement  under the  Securities  Act; or (ii) an  exemption  from
registration is available with respect to such sale.

                  5.5  ACQUISITION  FOR OWN ACCOUNT.  Purchaser is acquiring the
Note and Warrant and the Note Shares and the Warrant Shares for  Purchaser's own
account for  investment  only, and not as a nominee or agent and not with a view
towards or for resale in connection with their distribution.

                  5.6 PURCHASER CAN PROTECT ITS INTEREST.  Purchaser  represents
that  by  reason  of  its,  or  of  its  management's,  business  and  financial
experience,  Purchaser  has the capacity to evaluate the merits and risks of its
investment in the Note,  the Warrant and the  Securities  and to protect its own
interests in connection  with the  transactions  contemplated in this Agreement,
and the Related Agreements. Further, Purchaser is aware of no publication of any
advertisement in connection with the transactions  contemplated in the Agreement
or the Related Agreements.



                                       12
<PAGE>


                  5.7 ACCREDITED  INVESTOR.  Purchaser  represents that it is an
accredited investor within the meaning of Regulation D under the Securities Act.

                  5.8 LEGENDS.

                  (a) The Note shall bear substantially the following legend:

                  "THIS NOTE AND THE COMMON STOCK  ISSUABLE  UPON  CONVERSION OF
                  THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
                  1933, AS AMENDED,  OR ANY APPLICABLE,  STATE  SECURITIES LAWS.
                  THIS NOTE AND THE COMMON STOCK  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
                  SHARES UNDER SAID ACT AND APPLICABLE  STATE 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."

                  (b) The Note Shares and the Warrant  Shares,  if not issued by
         DWAC system  shall bear a legend  which shall be in  substantially  the
         following   form  until  such  shares  are  covered  by  an   effective
         registration statement filed with the SEC:

                  "THE  SHARES  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
                  REGISTERED  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED,  OR
                  ANY APPLICABLE, STATE SECURITIES LAWS. THESE SHARES MAY NOT BE
                  SOLD, OFFERED FOR SALE,  PLEDGED,  HYPOTHECATED,  OR OTHERWISE
                  DISPOSED  OF  IN  THE  ABSENCE  OF AN  EFFECTIVE  REGISTRATION
                  STATEMENT UNDER SUCH SECURITIES ACT AND APPLICABLE  STATE 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."

                  (c) The Warrant shall bear substantially the following legend:

                  "THIS WARRANT AND THE COMMON SHARES  ISSUABLE UPON EXERCISE OF
                  THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
                  OF 1933, AS AMENDED,  OR ANY APPLICABLE STATE SECURITIES LAWS.
                  THIS WARRANT AND THE COMMON  SHARES  ISSUABLE UPON EXERCISE OF
                  THIS  WARRANT  MAY NOT BE SOLD,  OFFERED  FOR  SALE,  PLEDGED,
                  HYPOTHECATED  OR  OTHERWISE  DISPOSED  OF IN THE ABSENCE OF AN
                  EFFECTIVE  REGISTRATION  STATEMENT  AS



                                       13
<PAGE>


                  TO THIS WARRANT OR THE UNDERLYING SHARES OF COMMON STOCK UNDER
                  SAID ACT AND APPLICABLE STATE 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."

         6. COVENANTS OF THE COMPANY.  The Company covenants and agrees with the
Purchaser as follows:

                  6.1  STOP-ORDERS.  The  Company  will  advise  the  Purchaser,
promptly after it receives  notice of issuance by the SEC, any state  securities
commission or any other  regulatory  authority of any stop order or of any order
preventing or suspending  any offering of any  securities of the Company,  or of
the  suspension  of the  qualification  of the Common  Stock of the  Company for
offering or sale in any  jurisdiction,  or the  initiation of any proceeding for
any such purpose.

                  6.2 LISTING.  The Company shall promptly secure the listing of
the shares of Common Stock  issuable  upon  conversion  of the Note and upon the
exercise of the Warrant on the OTCBB (the "Principal  Market") upon which shares
of Common Stock are listed  (subject to official  notice of issuance)  and shall
maintain  such  listing so long as any other  shares of Common Stock shall be so
listed.  The  Company  will  maintain  the  listing of its  Common  Stock on the
Principal  Market,  and will comply in all material  respects with the Company's
reporting,  filing  and  other  obligations  under  the  bylaws  or rules of the
National  Association  of Securities  Dealers  ("NASD") and such  exchanges,  as
applicable.

                  6.3 MARKET REGULATIONS. The Company shall notify the SEC, NASD
and applicable state authorities, in accordance with their requirements,  of the
transactions  contemplated by this Agreement, and shall take all other necessary
action and  proceedings as may be required and permitted by applicable law, rule
and regulation,  for the legal and valid issuance of the Securities to Purchaser
and promptly provide copies thereof to Purchaser.

                  6.4 REPORTING REQUIREMENTS.  The Company will timely file with
the SEC all  reports  required  to be filed  pursuant  to the  Exchange  Act and
refrain from terminating its status as an issuer required by the Exchange Act to
file reports  thereunder  even if the  Exchange Act or the rules or  regulations
thereunder would permit such termination.

                  6.5 USE OF  FUNDS.  The  Company  agrees  that it will use the
proceeds  of the sale of the Note and Warrant  for  general  corporate  purposes
only.

                  6.6  ACCESS  TO  FACILITIES.   The  Company  will  permit  any
representatives designated by the Purchaser (or any successor of the Purchaser),
upon  reasonable  notice and during  normal  business  hours,  at such  person's
expense and accompanied by a representative of the Company, to:

                  (a) visit and inspect any of the properties of the Company;



                                       14
<PAGE>


                  (b) examine the corporate and financial records of the Company
         (unless such  examination  is not permitted by federal,  state or local
         law or by contract) and make copies thereof or extracts therefrom; and

                  (c) discuss the affairs,  finances and accounts of the Company
         with  the  directors,  officers  and  independent  accountants  of  the
         Company.

Notwithstanding  the  foregoing,  the Company  will not  provide  any  material,
non-public   information  to  the  Purchaser   unless  the  Purchaser   signs  a
confidentiality  agreement and otherwise  complies with Regulation FD, under the
federal securities laws.

                  6.7 TAXES.  The Company will  promptly pay and  discharge,  or
cause to be paid  and  discharged,  when  due and  payable,  all  lawful  taxes,
assessments and governmental charges or levies imposed upon the income, profits,
property or  business  of the  Company;  provided,  however,  that any such tax,
assessment,  charge  or levy  need  not be paid if the  validity  thereof  shall
currently  be  contested  in good faith by  appropriate  proceedings  and if the
Company  shall  have set  aside on its  books  adequate  reserves  with  respect
thereto,  and  provided,  further,  that the  Company  will pay all such  taxes,
assessments, charges or levies forthwith upon the commencement of proceedings to
foreclose any lien which may have attached as security therefor.

                  6.8  INSURANCE.  The Company will keep its assets which are of
an insurable  character  insured by  financially  sound and  reputable  insurers
against loss or damage by fire,  explosion and other risks  customarily  insured
against by companies in similar business similarly situated as the Company;  and
the Company  will  maintain,  with  financially  sound and  reputable  insurers,
insurance  against other hazards and risks and liability to persons and property
to the  extent  and in the  manner  which the  Company  reasonably  believes  is
customary for companies in similar  business  similarly  situated as the Company
and to the extent  available on commercially  reasonable  terms. The Company and
each of its  subsidiaries  set forth in Section 4.2 hereof (the  "Subsidiaries")
will  jointly  and  severally  bear the full  risk of loss  from any loss of any
nature  whatsoever  with  respect to the  assets  pledged  to the  Purchaser  as
security for its obligations hereunder and under the Related Agreements.  At the
Company's  own  cost  and  expense  in  amounts  and  with  carriers  reasonably
acceptable to Purchaser, the Company and each of the Subsidiaries shall (i) keep
all its insurable  properties and properties in which it has an interest insured
against the hazards of fire, flood,  sprinkler leakage, those hazards covered by
extended coverage insurance and such other hazards,  and for such amounts, as is
customary  in the  case  of  companies  engaged  in  businesses  similar  to the
Company's  or  the  respective   Subsidiary's  including  business  interruption
insurance;  (ii)  maintain a bond in such amounts as is customary in the case of
companies  engaged in businesses  similar to the  Company's or the  Subsidiary's
insuring against  larceny,  embezzlement or other criminal  misappropriation  of
insured's officers and employees who may either singly or jointly with others at
any time have  access to the assets or funds of the Company  either  directly or
through  governmental  authority to draw upon such funds or to direct  generally
the  disposition  of such assets;  (iii) maintain  public and product  liability
insurance against claims for personal injury,  death or property damage suffered
by others; (iv) maintain all such worker's  compensation or similar insurance as
may be required under the laws of any state or jurisdiction in which the Company
or the  Subsidiary is engaged in business;  and (v) furnish  Purchaser  with (x)
copies of all policies and evidence of the



                                       15
<PAGE>


maintenance  of such  policies at least  thirty (30) days before any  expiration
date, (y) excepting the Company's workers' compensation policy,  endorsements to
such policies  naming  Purchaser as  "co-insured"  or  "additional  insured" and
appropriate  loss payable  endorsements  in form and substance  satisfactory  to
Purchaser, naming Purchaser as loss payee, and (z) evidence that as to Purchaser
the  insurance  coverage  shall not be  impaired  or  invalidated  by any act or
neglect of the Company or any Subsidiary and the insurer will provide  Purchaser
with at least  thirty (30) days notice  prior to  cancellation.  The Company and
each Subsidiary  shall instruct the insurance  carriers that in the event of any
loss  thereunder,  the carriers  shall make payment for such loss to the Company
and/or the Subsidiary and Purchaser jointly. In the event that as of the date of
receipt of each loss  recovery  upon any such  insurance,  the Purchaser has not
declared  an event of  default  with  respect  to this  Agreement  or any of the
Related  Agreements,   then  the  Company  shall  be  permitted  to  direct  the
application of such loss recovery proceeds toward investment in property,  plant
and equipment that would comprise  "Collateral"  secured by Purchaser's security
interest  pursuant  to its  security  agreement,  with any  surplus  funds to be
applied  toward payment of the  obligations of the Company to Purchaser.  In the
event that  Purchaser has properly  declared an event of default with respect to
this  Agreement  or any of the  Related  Agreements,  then all  loss  recoveries
received by Purchaser upon any such  insurance  thereafter may be applied to the
obligations of the Company hereunder and under the Related  Agreements,  in such
order as the Purchaser may determine. Any surplus (following satisfaction of all
Company  obligations to Purchaser)  shall be paid by Purchaser to the Company or
applied as may be otherwise  required by law. Any  deficiency  thereon  shall be
paid by the Company or the Subsidiary, as applicable, to Purchaser, on demand.

                  6.9 INTELLECTUAL  PROPERTY. The Company shall maintain in full
force and effect its corporate existence, rights and franchises and all licenses
and other  rights to use  Intellectual  Property  owned or  possessed  by it and
reasonably deemed to be necessary to the conduct of its business.

                  6.10 PROPERTIES.  The Company will keep its properties in good
repair, working order and condition, reasonable wear and tear excepted, and from
time to time  make all  needful  and  proper  repairs,  renewals,  replacements,
additions  and  improvements  thereto;  and the Company will at all times comply
with  each  provision  of all  leases  to which it is a party or under  which it
occupies  property if the breach of such provision could  reasonably be expected
to have a material adverse effect.

                  6.11  CONFIDENTIALITY.  The  Company  agrees  that it will not
disclose,  and will not  include  in any  public  announcement,  the name of the
Purchaser,  unless expressly agreed to by the Purchaser or unless and until such
disclosure  is required by law or  applicable  regulation,  and then only to the
extent of such requirement.  The Company may disclose  Purchaser's  identity and
the terms of this  Agreement  to its  current  and  prospective  debt and equity
financing sources.

                  6.12 REQUIRED  APPROVALS.  For so long as twenty-five  percent
(25%) of the principal amount of the Note is outstanding,  the Company,  without
the prior written consent of the Purchaser, shall not:

                  (a) directly or indirectly declare or pay any dividends, other
         than dividends with respect to any series of preferred  stock issued or
         to be issued thereby;



                                       16
<PAGE>


                  (b) liquidate, dissolve or effect a material reorganization;

                  (c) become subject to (including,  without limitation,  by way
         of amendment to or modification  of) any agreement or instrument  which
         by its terms would (under any  circumstances)  restrict  the  Company's
         right  to  perform  the  provisions  of  this  Agreement  or any of the
         agreements contemplated thereby;

                  (d)  materially  alter or change the scope of the  business of
         the Company;

                  (e) create,  incur, assume or suffer to exist any indebtedness
         (exclusive  of trade debt and debt  incurred to finance the purchase of
         equipment  (not in  excess  of  five  percent  (5%)  per  annum  of the
         Company's assets) whether secured or unsecured other than the Company's
         indebtedness  to Laurus  and as set forth on EXHIBIT  6.12(e)  attached
         hereto  and made a part  hereof  or any  refinancings  or  replacements
         thereof or any debt incurred in connection  with the purchase of assets
         or in connection with operating lines of credit as necessary to operate
         such assets, or any refinancings or replacements  thereof;  (ii) cancel
         any debt owing to it in excess of $50,000 in the  aggregate  during any
         12 month period; (iii) assume,  guarantee,  endorse or otherwise become
         directly or  contingently  liable in connection with any obligations of
         any other Person, except the endorsement of negotiable instruments by a
         Company  for  deposit  or  collection  or similar  transactions  in the
         ordinary  course  of  business  or  guarantees  provided  to any of the
         lenders set forth in subparagraph (i) immediately above.

                  6.13  REISSUANCE OF SECURITIES.  The Company agrees to reissue
certificates  representing  the  Securities  without  the  legends  set forth in
Section 5.7 above at such time as:

                  (a)  the  holder  thereof  is  permitted  to  dispose  of such
         Securities pursuant to Rule 144(k) under the Securities Act; or

                  (b) upon resale subject to an effective registration statement
         after such Securities are registered under the Securities Act.

The Company  agrees to  cooperate  with the  Purchaser  in  connection  with all
resales  pursuant  to Rule  144 and  Rule  144(k)  and  provide  legal  opinions
necessary  to allow such resales  provided  the Company and its counsel  receive
reasonably  requested  representations from the selling Purchaser and broker, if
any.

                  6.14 OPINION. On the Closing Date, the Company will deliver to
the Purchaser an opinion  acceptable to the Purchaser  from the Company's  legal
counsel.  The Company  will use its best  efforts to provide,  at the  Company's
expense, such other legal opinions in the future as are reasonably necessary for
the conversion of the Note and exercise of the Warrant.

         7. COVENANTS OF THE PURCHASER.  The Purchaser covenants and agrees with
the Company as follows:

                  7.1  CONFIDENTIALITY.  The  Purchaser  agrees that it will not
disclose,  and will not  include  in any  public  announcement,  the name of the
Company,  unless  expressly  agreed to by



                                       17
<PAGE>


the Company or unless and until such disclosure is required by law or applicable
regulation, and then only to the extent of such requirement.

                  7.2 NON-PUBLIC INFORMATION. The Purchaser agrees not to effect
any sales in the shares of the  Company's  Common Stock while in  possession  of
material,  non-public  information  regarding  the  Company if such sales  would
violate applicable securities law.

         8.  COVENANTS OF THE COMPANY AND PURCHASER REGARDING INDEMNIFICATION.

                  8.1 COMPANY INDEMNIFICATION.  The Company agrees to indemnify,
hold harmless, reimburse and defend Purchaser, and each of Purchaser's officers,
directors,  agents,  affiliates,  control persons,  and principal  shareholders,
against  any  claim,  cost,  expense,  liability,  obligation,  loss  or  damage
(including reasonable legal fees) of any nature, incurred by or imposed upon the
Purchaser   which   results,   arises  out  of  or  is  based   upon:   (i)  any
misrepresentation  by  Company  or breach of any  warranty  by  Company  in this
Agreement  or in any  exhibits  or  schedules  attached  hereto  or any  Related
Agreement;  or (ii) any  breach or  default  in  performance  by  Company of any
covenant or  undertaking  to be  performed  by Company  hereunder,  or any other
agreement entered into by the Company and Purchaser relating hereto.

                  8.2   PURCHASER'S   INDEMNIFICATION.   Purchaser   agrees   to
indemnify,  hold  harmless,  reimburse  and defend the  Company  and each of the
Company's officers, directors, agents, affiliates, control persons and principal
shareholders,  against any claim, cost, expense, liability,  obligation, loss or
damage (including  reasonable legal fees) of any nature,  incurred by or imposed
upon  the  Company  which  results,  arises  out of or is  based  upon:  (i) any
misrepresentation  by  Purchaser  or breach of any warranty by Purchaser in this
Agreement  or in any  exhibits  or  schedules  attached  hereto  or any  Related
Agreement;  or (ii) any breach or default in  performance  by  Purchaser  of any
covenant or  undertaking  to be performed by Purchaser  hereunder,  or any other
agreement entered into by the Company and Purchaser relating hereto.

                  8.3  PROCEDURES.  The procedures and  limitations set forth in
Section  10.2(c)  and (d)  shall  apply  to the  indemnifications  set  forth in
Sections 8.1 and 8.2 above.

         9.  CONVERSION OF CONVERTIBLE NOTE.

                  9.1 MECHANICS OF CONVERSION.

                  (a)  Provided  the  Purchaser  has notified the Company of the
         Purchaser's  intention  to sell the Note Shares and the Note Shares are
         included in an effective registration statement or are otherwise exempt
         from  registration  when sold:  (i) upon the  conversion of the Note or
         part thereof, the Company shall, at its own cost and expense,  take all
         necessary  action  (including the issuance of an opinion of counsel) to
         assure that the  Company's  transfer  agent  shall issue  shares of the
         Company's Common Stock in the name of the Purchaser (or its nominee) or
         such other persons as  designated  by the Purchaser in accordance  with
         Section  9.1(b)  hereof  and  in  such  denominations  to be  specified
         representing  the number of Note Shares issuable upon such  conversion;
         and (ii) the Company  warrants  that no  instructions  other than these
         instructions  have been or will be given to the  transfer  agent of the
         Company's  Common  Stock  and that  after  the  Effectiveness  Date (as
         defined in the Registration Rights Agreement) the Note Shares



                                       18
<PAGE>


         issued will be freely  transferable  subject to the prospectus delivery
         requirements   of  the  Securities  Act  and  the  provisions  of  this
         Agreement,  and,  upon the sale  thereof,  will  not  contain  a legend
         restricting the resale or transferability of the Note Shares.

                  (b) Purchaser will give notice of its decision to exercise its
         right to convert the Note or part thereof by  telecopying  or otherwise
         delivering an executed and completed  notice of the number of shares to
         be converted to the Company (the "Notice of Conversion"). The Purchaser
         will not be required to surrender the Note until the Purchaser receives
         a credit to the account of the  Purchaser's  prime  broker  through the
         DWAC system (as defined below),  representing  the Note Shares or until
         the Note has  been  fully  satisfied.  Each  date on which a Notice  of
         Conversion is telecopied or delivered to the Company in accordance with
         the provisions hereof shall be deemed a "Conversion  Date." 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 one (1) 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  Purchaser's  prime  broker  with  the
         Depository  Trust Company ("DTC") through its Deposit  Withdrawal Agent
         Commission ("DWAC") system within three (3) business days after receipt
         by the Company of the Notice of Conversion (the "Delivery Date").

                  (c) The Company  understands  that a delay in the  delivery of
         the Note  Shares  in the form  required  pursuant  to  Section 9 hereof
         beyond  the  Delivery  Date  could  result  in  economic  loss  to  the
         Purchaser.  In the event that the Company  fails to direct its transfer
         agent to deliver the Note Shares to the  Purchaser  via the DWAC system
         within the time frame set forth in  Section  9.1(b)  above and the Note
         Shares are not  delivered to the  Purchaser by the  Delivery  Date,  as
         compensation  to the Purchaser for such loss, the Company agrees to pay
         late  payments to the Purchaser for late issuance of the Note Shares in
         the form required  pursuant to Section 9 hereof upon  conversion of the
         Note in the amount  equal to the greater of: (i) $500 per  business day
         after the Delivery  Date; or (ii) the  Purchaser's  actual damages from
         such delayed delivery.  Notwithstanding the foregoing, the Company will
         not owe the Purchaser any late payments if the delay in the delivery of
         the Note Shares  beyond the Delivery  Date is solely out of the control
         of the Company and the Company is actively  trying to cure the cause of
         the delay.  The  Company  shall pay any  payments  incurred  under this
         Section in immediately  available funds upon demand and, in the case of
         actual damages,  accompanied by reasonable  documentation of the amount
         of such damages.  Such documentation shall show the number of shares of
         Common  Stock the  Purchaser  is forced to purchase  (in an open market
         transaction)  which  the  Purchaser  anticipated  receiving  upon  such
         conversion,  and  shall be  calculated  as the  amount by which (A) the
         Purchaser's  total  purchase  price  (including   customary   brokerage
         commissions,  if any) for the  shares  of  Common  Stock  so  purchased
         exceeds (B) the aggregate principal and/or interest amount of the Note,
         for which such Conversion Notice was not timely honored.

Nothing  contained herein or in any document  referred to herein or delivered in
connection  herewith  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 or



                                       19
<PAGE>


dividends  required  to be paid or other  charges  hereunder  exceed the maximum
amount  permitted by such law,  any payments in excess of such maximum  shall be
credited against amounts owed by the Company to a Purchaser and thus refunded to
the Company.

                  9.2 MAXIMUM CONVERSION. The Purchaser shall not be entitled to
convert on a Conversion  Date, nor shall the Company be permitted to require the
Purchaser  to accept,  that amount of a Note in  connection  with that number of
shares of Common Stock which would be in excess of the sum of: (i) the number of
shares of Common Stock beneficially owned by the Purchaser on a Conversion Date;
and (ii) the number of shares of Common Stock  issuable  upon the  conversion of
the Note with respect to which the  determination  of this proviso is being made
on a  Conversion  Date,  which  would  result  in  beneficial  ownership  by the
Purchaser  of more than 4.99% of the  outstanding  shares of Common Stock of the
Company on such Conversion  Date. For the purposes of the immediately  preceding
sentence,  beneficial  ownership  shall be determined in accordance with Section
13(d) of the  Exchange Act and  Regulation  13d-3  thereunder.  Upon an Event of
Default  under the Note,  the  conversion  limitation  in this Section 9.2 shall
become null and void.

         10. REGISTRATION  RIGHTS.10.1  REGISTRATION RIGHTS GRANTED. The Company
hereby grants  registration  rights to the Purchaser  pursuant to a Registration
Rights  Agreement  dated as of even date  herewith  between  the Company and the
Purchaser.

                  10.2 OFFERING RESTRICTIONS.  Except as previously disclosed in
the SEC  Reports  or in the  Exchange  Act  Filings,  or stock or stock  options
granted to employees or directors of the Company;  or shares of preferred  stock
issued to pay dividends in respect of the Company's  preferred  stock; or equity
or debt issued in connection  with an acquisition of a business or assets by the
Company;  or the  issuance  by the  Company  of  stock  in  connection  with the
establishment  of a joint venture  partnership or licensing  arrangement  (these
exceptions  hereinafter  referred to as the "Excepted  Issuances"),  the Company
will not issue any securities with a continuously  variable/floating  conversion
feature  which  are or could be (by  conversion  or  registration)  free-trading
securities (i.e. Common Stock subject to a registration  statement) prior to the
full repayment or conversion of the Note (the "Exclusion Period").

         11.  MISCELLANEOUS.

                  11.1 GOVERNING  LAW. THIS  AGREEMENT  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  STATE OF NEW  YORK,  IN EACH CASE  LOCATED  IN THE CITY OF NEW  YORK.  BOTH
PARTIES AND THE  INDIVIDUALS  EXECUTING THIS  AGREEMENT AND OTHER  AGREEMENTS ON
BEHALF OF THE  COMPANY  AGREE TO SUBMIT TO THE  JURISDICTION  OF SUCH COURTS AND
WAIVE TRIAL BY JURY.  IN THE EVENT THAT ANY  PROVISION OF THIS  AGREEMENT OR ANY
OTHER  AGREEMENT  DELIVERED IN CONNECTION  HEREWITH IS INVALID OR  UNENFORCEABLE
UNDER ANY APPLICABLE STATUTE OR RULE OF LAW, THEN



                                       20
<PAGE>


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  ENFORCEABILITY  OF ANY OTHER  PROVISION OF ANY
AGREEMENT.

                  11.2 SURVIVAL. The representations,  warranties, covenants and
agreements made herein shall survive any investigation made by the Purchaser and
the  closing of the  transactions  contemplated  hereby to the  extent  provided
therein.  All statements as to factual  matters  contained in any certificate or
other  instrument  delivered by or on behalf of the Company  pursuant  hereto in
connection  with the  transactions  contemplated  hereby  shall be  deemed to be
representations and warranties by the Company hereunder solely as of the date of
such certificate or instrument.

                  11.3  SUCCESSORS.   Except  as  otherwise  expressly  provided
herein,  the  provisions  hereof  shall  inure to the benefit of, and be binding
upon, the successors,  heirs, executors and administrators of the parties hereto
and shall inure to the benefit of and be enforceable by each person who shall be
a holder of the Securities  from time to time,  other than the holders of Common
Stock which has been sold by the Purchaser  pursuant to Rule 144 or an effective
registration  statement.  Purchaser  may not assign its  rights  hereunder  to a
competitor of the Company.

                  11.4  ENTIRE  AGREEMENT.  This  Agreement,  the  exhibits  and
schedules  hereto,  the Related  Agreements  and the other  documents  delivered
pursuant  hereto  constitute  the full and entire  understanding  and  agreement
between the parties  with  regard to the  subjects  hereof and no party shall be
liable or bound to any other in any manner by any  representations,  warranties,
covenants and agreements except as specifically set forth herein and therein.

                  11.5  SEVERABILITY.  In case any  provision  of the  Agreement
shall  be  invalid,  illegal  or  unenforceable,   the  validity,  legality  and
enforceability  of the remaining  provisions shall not in any way be affected or
impaired thereby.

                  11.6 AMENDMENT AND WAIVER.

                  (a) This  Agreement  may be amended or modified  only upon the
         written consent of the Company and the Purchaser.

                  (b) The  obligations  of the  Company  and the  rights  of the
         Purchaser  under this  Agreement  may be waived  only with the  written
         consent of the Purchaser.

                  (c) The  obligations  of the  Purchaser  and the rights of the
         Company  under  this  Agreement  may be waived  only  with the  written
         consent of the Company.

                  11.7  DELAYS  OR  OMISSIONS.  It is  agreed  that no  delay or
omission to exercise any right,  power or remedy accruing to any party, upon any
breach,  default or  noncompliance  by another party under this Agreement or the
Related  Agreements,  shall impair any such right, power or remedy, nor shall it
be construed to be a waiver of any such breach, default or



                                       21
<PAGE>


noncompliance,  or any  acquiescence  therein,  or of or in any similar  breach,
default or noncompliance thereafter occurring.  All remedies,  either under this
Agreement,  the Note or the Related Agreements,  by law or otherwise afforded to
any party, shall be cumulative and not alternative.

                  11.8  NOTICES.  All notices  required or  permitted  hereunder
shall be in writing and shall be deemed effectively given:

                  (a) upon personal delivery to the party to be notified;

                  (b) when sent by  confirmed  facsimile  if sent during  normal
         business hours of the recipient, if not, then on the next business day;

                  (c)  three  (3)  business  days  after  having  been  sent  by
         registered  or  certified  mail,  return  receipt  requested,   postage
         prepaid; or

                  (d) one (1) day after  deposit  with a  nationally  recognized
         overnight   courier,   specifying  next  day  delivery,   with  written
         verification of receipt.

All communications shall be sent as follows:

         IF TO THE PURCHASER, TO:        Ventures-National Incorporated
                                         d/b/a Titan General Holdings, Inc.


                                         Attention:    Chief Financial Officer
                                         Facsimile:

                                         WITH A COPY TO:

                                         Reitler Brown LLC
                                         800 Third Avenue, 21st Floor
                                         New York, New York 10022
                                         Attention:   Robert Steven Brown, Esq.
                                         Facsimile:   212-371-5500

         IF TO THE COMPANY, 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
                                         Facsimile:   345-949-9877

                                         WITH A COPY TO:



                                       22
<PAGE>


                                         John E. Tucker , Esq.
                                         825 Third Avenue 14th Floor
                                         New York, NY 10022
                                         Facsimile:   212-541-4434

or at such  other  address as the  Company or the  Purchaser  may  designate  by
written notice to the other parties hereto given in accordance herewith.

                  11.9 ATTORNEYS'  FEES. In the event that any suit or action is
instituted to enforce any provision in this Agreement,  the prevailing  party in
such dispute shall be entitled to recover from the losing party all fees,  costs
and  expenses  of  enforcing  any right of such  prevailing  party under or with
respect to this Agreement,  including,  without limitation, such reasonable fees
and  expenses  of  attorneys  and  accountants,  which  shall  include,  without
limitation, all fees, costs and expenses of appeals.

                  11.10  TITLES AND  SUBTITLES.  The titles of the  sections and
subsections  of the Agreement are for  convenience of reference only and are not
to be considered in construing this Agreement.

                  11.11 FACSIMILE SIGNATURES;  COUNTERPARTS.  This Agreement may
be executed by facsimile  signatures and in any number of counterparts,  each of
which shall be an  original,  but all of which  together  shall  constitute  one
instrument.

                  11.12  BROKER'S  FEES.  Except as set forth on SCHEDULE  11.12
hereof,  each  party  hereto  represents  and  warrants  that no agent,  broker,
investment banker,  person or firm acting on behalf of or under the authority of
such party  hereto is or will be entitled to any broker's or finder's fee or any
other  commission  directly or indirectly in  connection  with the  transactions
contemplated  herein.  Each party hereto  further agrees to indemnify each other
party for any  claims,  losses or  expenses  incurred  by such other  party as a
result of the representation in this Section 11.12 being untrue.

                  11.13  CONSTRUCTION.  Each party  acknowledges  that its legal
counsel  participated  in the  preparation  of this  Agreement  and the  Related
Agreements  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 Agreement to favor any party against the other.



             [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK






                                       23
<PAGE>



         IN WITNESS  WHEREOF,  the parties  hereto have executed the  SECURITIES
PURCHASE AGREEMENT as of the date set forth in the first paragraph hereof.


COMPANY:                                    PURCHASER:

VENTURES-NATIONAL INCORPORATED
D/B/A TITAN GENERAL HOLDINGS, INC.          LAURUS MASTER FUND, LTD.



By:    /s/ Andrew Glashow                   By:    /s/ David Grin
       ---------------------------                 ---------------------------
Name:  Andrew Glashow                       Name:  David Grin
       ---------------------------                 ---------------------------
Title: President                            Title:
       ---------------------------                 ---------------------------








                                       24