Exhibit 10.69


                          REGISTRATION RIGHTS AGREEMENT

                  This Registration  Rights 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. (the "Purchaser").

                  This  Agreement is made  pursuant to the  Security  Agreement,
dated as of the date hereof,  by and between the  Purchaser and the Company (the
"Security  Agreement"),  and pursuant to the Notes and the Warrants  referred to
therein.

                  The Company and the Purchaser hereby agree as follows:

         1. DEFINITIONS. Capitalized terms used and not otherwise defined herein
that are defined in the Security  Agreement  shall have the meanings  given such
terms in the Security Agreement. As used in this Agreement,  the following terms
shall have the following meanings:

                  "COMMISSION" means the Securities and Exchange Commission.

                  "COMMON STOCK" means shares of the Company's common stock, par
value $0.001 per share.

                  "EFFECTIVENESS   DATE"  means  the  90th  day   following  the
applicable Filing Date.

                  "EFFECTIVENESS  PERIOD"  shall have the  meaning  set forth in
Section 2(a).

                  "EXCHANGE ACT" means the  Securities  Exchange Act of 1934, as
amended, and any successor statute.

                   "FILING  DATE" means,  with  respect to (1) the  Registration
Statement  which is required  to be filed with  respect to the Loans made on the
initial  funding  date,  the date which is thirty  (30) days after such  initial
funding date,  and (2) with respect to each  $1,500,000  tranche of Loans funded
after the initial  funding date,  the date which is  forty-five  (45) days after
such  funding of such  additional  $1,500,000  of Loans  evidenced  by a Minimum
Borrowing Note thereafter.

                  "HOLDER"  or  "HOLDERS"  means  the  Purchaser  or  any of its
affiliates or transferees to the extent any of them hold Registrable Securities.

                  "INDEMNIFIED  PARTY"  shall  have  the  meaning  set  forth in
Section 5(c).

                  "INDEMNIFYING  PARTY"  shall  have the  meaning  set  forth in
Section 5(c).

                  "NOTES" has the meaning set forth in the Security Agreement.

<PAGE>


                  "PROCEEDING" means an action,  claim,  suit,  investigation or
proceeding   (including,   without  limitation,   an  investigation  or  partial
proceeding, such as a deposition), whether commenced or threatened.

                  "PROSPECTUS"  means the prospectus  included in a Registration
Statement  (including,  without  limitation,  a  prospectus  that  includes  any
information  previously  omitted from a prospectus filed as part of an effective
registration  statement  in  reliance  upon  Rule  430A  promulgated  under  the
Securities Act), as amended or supplemented by any prospectus  supplement,  with
respect  to  the  terms  of  the  offering  of any  portion  of the  Registrable
Securities covered by such Registration Statement,  and all other amendments and
supplements to the  Prospectus,  including  post-effective  amendments,  and all
material  incorporated by reference or deemed to be incorporated by reference in
such Prospectus.

                  "REGISTRABLE  SECURITIES"  means the  shares  of Common  Stock
issued upon the  conversion  of the each Note and issuable  upon exercise of the
Warrants.

                  "REGISTRATION  STATEMENT"  means each  registration  statement
required to be filed hereunder, including the Prospectus therein, amendments and
supplements to such  registration  statement or  Prospectus,  including pre- and
post-effective  amendments,  all exhibits thereto, and all material incorporated
by reference  or deemed to be  incorporated  by  reference in such  registration
statement.

                  "RULE  144"  means  Rule  144  promulgated  by the  Commission
pursuant to the  Securities  Act, as such Rule may be amended from time to time,
or any similar rule or regulation  hereafter  adopted by the  Commission  having
substantially the same effect as such Rule.

                  "RULE  415"  means  Rule  415  promulgated  by the  Commission
pursuant to the  Securities  Act, as such Rule may be amended from time to time,
or any similar rule or regulation  hereafter  adopted by the  Commission  having
substantially the same effect as such Rule.

                  "RULE  424"  means  Rule  424  promulgated  by the  Commission
pursuant to the  Securities  Act, as such Rule may be amended from time to time,
or any similar rule or regulation  hereafter  adopted by the  Commission  having
substantially the same effect as such Rule.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended,
and any successor statute.

                  "TRADING  MARKET"  means any of the NASD OTC  Bulletin  Board,
NASDAQ SmallCap Market,  the Nasdaq National Market, the American Stock Exchange
or the New York Stock Exchange

                  "WARRANTS"  means the Common Stock  purchase  warrants  issued
pursuant to the Security  Agreement.

         2.  REGISTRATION.

                  (a) On or prior to each Filing Date, the Company shall prepare
and file with the Commission a Registration  Statement  covering the Registrable
Securities for an offering to



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<PAGE>


be made on a continuous basis pursuant to Rule 415. Each Registration  Statement
shall be on Form  SB-2,  S-1,  or Form S-3  (except  if the  Company is not then
eligible to register for resale the Registrable Securities on Form SB-2, S-1, or
Form S-3, in which case such registration  shall be on another  appropriate form
in accordance herewith).  The Company shall cause each Registration Statement to
become effective and remain effective as provided herein.  The Company shall use
its reasonable commercial efforts to cause the first such Registration Statement
to be declared  effective under the Securities Act as promptly as possible after
the filing thereof,  but in any event no later than the Effectiveness  Date. The
Company shall use its reasonable commercial efforts to cause any subsequent such
Registration  Statement to be declared  effective  under the  Securities  Act as
promptly as possible  after the filing  thereof,  but in any event no later than
sixty (60) days after the filing  thereof.  The Company shall use its reasonable
commercial efforts to keep each Registration  Statement  continuously  effective
under the  Securities  Act until the date which is the earlier  date of when (i)
all Registrable Securities covered by such Registration Statement have been sold
or (ii) all Registrable Securities covered by such Registration Statement may be
sold  immediately  without  registration  under the  Securities  Act and without
volume  restrictions  set forth in Rule 144(e),  as determined by the counsel to
the Company  pursuant to a written opinion letter to such effect,  addressed and
acceptable to the Company's  transfer agent and the affected  Holders (each,  an
"Effectiveness Period").

                  (b) If:  (i) any  Registration  Statement  is not  filed on or
prior to the  applicable  Filing Date for such  Registration  Statement;  (ii) a
Registration  Statement  filed  hereunder  is  not  declared  effective  by  the
Commission  by the  date  required  hereby  with  respect  to such  Registration
Statement;  (iii)  after a  Registration  Statement  is filed with and  declared
effective by the Commission,  such Registration Statement ceases to be effective
(by  suspension or otherwise)  as to all  Registrable  Securities to which it is
required  to relate at any time  prior to the  expiration  of the  Effectiveness
Period  applicable  to such  Registration  Statement  (without  being  succeeded
immediately  by  an  additional   Registration   Statement  filed  and  declared
effective)  for a period of time which shall exceed 30 days in the aggregate per
year or more than 20 consecutive  calendar days (defined as a period of 365 days
commencing on the date such Registration  Statement is declared  effective);  or
(iv) the Common Stock is not listed or quoted,  or is suspended  from trading on
any Trading Market for a period of three (3) consecutive  trading days (provided
the Company shall not have been able to cure such trading  suspension  within 30
days of the notice thereof or list the Common Stock on another Trading  Market);
(any such failure or breach being referred to as an "Event," and for purposes of
clause (i) or (ii) the date on which  such  Event  occurs,  or for  purposes  of
clause  (iii) the date  which such 30 day or 20  consecutive  day period (as the
case may be) is exceeded,  or for purposes of clause (iv) the date on which such
three (3) trading day period is exceeded, being referred to as an "Event Date"),
then until the applicable  Event is cured,  the Company shall pay to each Holder
an amount in cash, as liquidated damages and not as a penalty, equal to 2.0% for
each  thirty (30) day period  (prorated  for  partial  periods) of the  original
principal  amount of each  applicable  Note.  While such Event  continues,  such
liquidated  damages shall be paid not less often than each thirty (30) days. Any
unpaid  liquidated  damages  as of the date when an Event has been  cured by the
Company shall be paid within three (3) business days following the date on which
such Event has been cured by the Company.



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<PAGE>


         3. REGISTRATION PROCEDURES.  If and whenever the Company is required by
the provisions  hereof to effect the registration of any Registrable  Securities
under the Securities Act, the Company will, as expeditiously as possible:

                  (a)  prepare  and file  with  the  Commission  a  registration
statement with respect to such  Registrable  Securities,  respond as promptly as
possible to any comments received from the Commission,  and use its best efforts
to cause such  Registration  Statement  to become and remain  effective  for the
Effectiveness Period with respect thereto, and promptly provide to the Purchaser
copies of all filings and Commission letters of comment relating thereto;

                  (b) prepare and file with the Commission  such  amendments and
supplements to such Registration Statement and the Prospectus used in connection
therewith as may be necessary to comply with the  provisions  of the  Securities
Act with respect to the  disposition of all  Registrable  Securities  covered by
such Registration  Statement and to keep such Registration  Statement  effective
until the expiration of the Effectiveness Period applicable to such Registration
Statement;

                  (c)  furnish  to the  Purchaser  such  number of copies of the
Registration  Statement and the  Prospectus  included  therein  (including  each
preliminary  Prospectus)  as the Purchaser  reasonably may request to facilitate
the public sale or disposition  of the  Registrable  Securities  covered by such
Registration Statement;

                  (d) use its  commercially  reasonable  efforts to  register or
qualify the  Purchaser's  Registrable  Securities  covered by such  Registration
Statement under the securities or "blue sky" laws of such  jurisdictions  within
the United States as the Purchaser may reasonably  request,  PROVIDED,  however,
that the Company shall not for any such purpose be required to qualify generally
to transact  business as a foreign  corporation in any jurisdiction  where it is
not so  qualified  or to  consent  to  general  service  of  process in any such
jurisdiction;

                  (e)  list  the   Registrable   Securities   covered   by  such
Registration Statement with any securities exchange on which the Common Stock of
the Company is then listed;

                  (f)  immediately  notify  the  Purchaser  at any  time  when a
Prospectus  relating  thereto is required to be delivered  under the  Securities
Act,  of the  happening  of any event of which the Company  has  knowledge  as a
result of which the Prospectus contained in such Registration Statement, as then
in effect,  includes an untrue  statement of a material fact or omits to state a
material fact required to be stated  therein or necessary to make the statements
therein not misleading in light of the circumstances then existing; and

                  (g) make  available  for  inspection  by the Purchaser and any
attorney,  accountant  or other agent  retained by the  Purchaser,  all publicly
available,  non-confidential  financial and other records,  pertinent  corporate
documents  and  properties  of the Company,  and cause the  Company's  officers,
directors  and  employees  to supply all  publicly  available,  non-confidential
information  reasonably  requested by the  attorney,  accountant or agent of the
Purchaser.



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<PAGE>


         4.  REGISTRATION  EXPENSES.  All  expenses  relating  to the  Company's
compliance  with Sections 2 and 3 hereof,  including,  without  limitation,  all
registration  and filing fees,  printing  expenses,  fees and  disbursements  of
counsel and independent  public  accountants for the Company,  fees and expenses
(including  reasonable  counsel fees) incurred in connection with complying with
state securities or "blue sky" laws, fees of the NASD,  transfer taxes,  fees of
transfer agents and registrars,  reasonable fees of, and disbursements  incurred
by, one counsel for the Holders are called "Registration  Expenses". All selling
commissions applicable to the sale of Registrable Securities, including any fees
and disbursements of any special counsel to the Holders beyond those included in
Registration  Expenses, are called "Selling Expenses." The Company shall only be
responsible for Registration Expenses.

         5.  INDEMNIFICATION.

                  (a)  In  the  event  of  a  registration  of  any  Registrable
Securities under the Securities Act pursuant to this Agreement, the Company will
indemnify and hold harmless the Purchaser, and its officers,  directors and each
other  person,  if any,  who controls  the  Purchaser  within the meaning of the
Securities Act,  against any losses,  claims,  damages or liabilities,  joint or
several,  to which the  Purchaser,  or such persons may become subject under the
Securities  Act or  otherwise,  insofar  as  such  losses,  claims,  damages  or
liabilities  (or actions in respect  thereof) arise out of or are based upon any
untrue  statement or alleged untrue  statement of any material fact contained in
any  Registration   Statement  under  which  such  Registrable  Securities  were
registered under the Securities Act pursuant to this Agreement,  any preliminary
Prospectus or final Prospectus contained therein, or any amendment or supplement
thereof,  or arise out of or are based upon the omission or alleged  omission to
state therein a material fact required to be stated therein or necessary to make
the statements  therein not  misleading,  and will reimburse the Purchaser,  and
each such person for any reasonable legal or other expenses  incurred by them in
connection  with  investigating  or  defending  any such  loss,  claim,  damage,
liability or action;  PROVIDED,  however, that the Company will not be liable in
any such  case if and to the  extent  that  any  such  loss,  claim,  damage  or
liability  arises out of or is based upon an untrue  statement or alleged untrue
statement or omission or alleged omission so made in conformity with information
furnished  by or on  behalf  of the  Purchaser  or any such  person  in  writing
specifically for use in any such document.

                  (b)  In  the  event  of  a  registration  of  the  Registrable
Securities  under the Securities Act pursuant to this  Agreement,  the Purchaser
will  indemnify and hold harmless the Company,  and its officers,  directors and
each other  person,  if any, who controls the Company  within the meaning of the
Securities Act,  against all losses,  claims,  damages or liabilities,  joint or
several,  to which the  Company or such  persons  may become  subject  under the
Securities  Act or  otherwise,  insofar  as  such  losses,  claims,  damages  or
liabilities  (or actions in respect  thereof) arise out of or are based upon any
untrue  statement or alleged  untrue  statement  of any material  fact which was
furnished in writing by the  Purchaser to the Company  expressly for use in (and
such  information is contained in) the  Registration  Statement under which such
Registrable Securities were registered under the Securities Act pursuant to this
Agreement,  any preliminary Prospectus or final Prospectus contained therein, or
any  amendment  or  supplement  thereof,  or arise out of or are based  upon the
omission or alleged  omission to state  therein a material  fact  required to be
stated therein or necessary to make the statements  therein not misleading,  and
will



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<PAGE>


reimburse  the Company and each such  person for any  reasonable  legal or other
expenses incurred by them in connection with investigating or defending any such
loss, claim, damage, liability or action, PROVIDED,  however, that the Purchaser
will be liable in any such case if and only to the  extent  that any such  loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue  statement or omission or alleged  omission so made in conformity
with  information  furnished  in writing  to the  Company by or on behalf of the
Purchaser  specifically  for  use  in any  such  document.  Notwithstanding  the
provisions of this  paragraph,  the Purchaser shall not be required to indemnify
any  person or entity in excess  of the  amount of the  aggregate  net  proceeds
received by the  Purchaser in respect of  Registrable  Securities  in connection
with any such registration under the Securities Act.

                  (c)  Promptly  after  receipt  by a party  entitled  to  claim
indemnification hereunder (an "Indemnified Party") of notice of the commencement
of any action,  such Indemnified Party shall, if a claim for  indemnification in
respect thereof is to be made against a party hereto obligated to indemnify such
Indemnified Party (an "Indemnifying  Party"),  notify the Indemnifying  Party in
writing thereof,  but the omission so to notify the Indemnifying Party shall not
relieve it from any liability which it may have to such Indemnified  Party other
than under this Section 5(c) and shall only relieve it from any liability  which
it may have to such  Indemnified  Party  under this  Section  5(c) if and to the
extent the Indemnifying  Party is prejudiced by such omission.  In case any such
action shall be brought  against any  Indemnified  Party and it shall notify the
Indemnifying Party of the commencement  thereof, the Indemnifying Party shall be
entitled  to  participate  in and,  to the extent it shall  wish,  to assume and
undertake  the defense  thereof with  counsel  reasonably  satisfactory  to such
Indemnified  Party,  and,  after  notice  from  the  Indemnifying  Party to such
Indemnified  Party of its  election  so to  assume  and  undertake  the  defense
thereof,  the Indemnifying  Party shall not be liable to such Indemnified  Party
under this Section  5(c) for any legal  expenses  subsequently  incurred by such
Indemnified  Party in connection  with the defense  thereof;  if the Indemnified
Party retains its own counsel,  then the  Indemnified  Party shall pay all fees,
costs and expenses of such counsel,  PROVIDED,  however, that, if the defendants
in any such action include both the Indemnified Party and the Indemnifying Party
and the  Indemnified  Party shall have  reasonably  concluded  that there may be
reasonable  defenses  available to it which are different  from or additional to
those available to the Indemnifying Party or if the interests of the Indemnified
Party   reasonably  may  be  deemed  to  conflict  with  the  interests  of  the
Indemnifying  Party,  the  Indemnified  Party shall have the right to select one
separate  counsel and to assume such legal defenses and otherwise to participate
in the defense of such  action,  with the  reasonable  expenses and fees of such
separate  counsel  and  other  expenses  related  to  such  participation  to be
reimbursed by the Indemnifying Party as incurred.

                  (d) In order to provide for just and equitable contribution in
the  event of joint  liability  under  the  Securities  Act in any case in which
either (i) the Purchaser, or any officer,  director or controlling person of the
Purchaser,  makes a claim for indemnification  pursuant to this Section 5 but it
is judicially  determined (by the entry of a final judgment or decree by a court
of competent  jurisdiction and the expiration of time to appeal or the denial of
the last right of appeal) that such  indemnification may not be enforced in such
case  notwithstanding  the fact that this Section 5 provides for indemnification
in such case, or (ii)  contribution  under the Securities Act may be required on
the part of the Purchaser or such officer, director or controlling person of the
Purchaser in  circumstances  for which  indemnification  is provided  under this
Section 5; then,



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<PAGE>


and in each such case,  the Company and the  Purchaser  will  contribute  to the
aggregate  losses,  claims,  damages or liabilities to which they may be subject
(after  contribution  from others) in such  proportion  so that the Purchaser is
responsible  only for the portion  represented by the percentage that the public
offering price of its securities offered by the Registration  Statement bears to
the  public  offering  price  of all  securities  offered  by such  Registration
Statement, PROVIDED, however, that, in any such case, (A) the Purchaser will not
be required to contribute  any amount in excess of the public  offering price of
all such securities offered by it pursuant to such Fegistration  Statement;  and
(B) no person  or entity  guilty of  fraudulent  misrepresentation  (within  the
meaning of Section 11(f) of the Act) will be entitled to  contribution  from any
person or entity who was not guilty of such fraudulent misrepresentation.

         6.  REPRESENTATIONS AND WARRANTIES.

                  (a) The Common Stock of the Company is registered  pursuant to
Section  12(b) or 12(g) of the Exchange Act and,  except with respect to certain
matters which the Company has disclosed to the Purchaser on EXHIBIT 12(J) to the
Security Agreement, the Company has timely filed all proxy statements,  reports,
schedules,  forms,  statements  and other  documents  required to be filed by it
under the Exchange Act. The Company has filed (i) its Annual Report on Form 10-K
for the fiscal year ended August 31, 2002 and (ii) its Quarterly  Report on Form
10-Q for the fiscal quarters ended November 30, 2003, February 28, 2003, and May
31, 2003  (collectively,  the "SEC Reports").  Except to the extent set forth in
Schedule 4.21 to the Purchase Agreement, each SEC Report was, at the time of its
filing,  in compliance in all material  respects  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.  The financial statements of the Company included in the SEC Reports
comply  as  to  form  in  all  material  respects  with  applicable   accounting
requirements  and the published rules and regulations of the Commission or other
applicable rules and regulations with respect thereto. Such financial statements
have been prepared in accordance with generally accepted  accounting  principles
("GAAP")  applied on a consistent  basis during the periods involved (except (i)
as may be otherwise indicated in such financial  statements or the notes thereto
or (ii) in the case of unaudited interim statements,  to the extent they may not
include  footnotes  or may be  condensed)  and fairly  present  in all  material
respects the financial  condition,  the results of operations and the cash flows
of the Company and its  subsidiaries,  on a consolidated  basis, as of, and for,
the periods presented in each such SEC Report.

                  (b) The  Common  Stock is listed for  trading on the  American
Stock  Exchange 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 the American Stock Exchange or that the Common Stock does not meet
all requirements for the continuation of such listing.

                  (c) 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 the
Security  Agreement  to be  integrated  with prior  offerings by the Company for



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<PAGE>


purposes of the  Securities Act which would prevent the Company from selling the
Common Stock  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 Common Stock to be integrated with other offerings.

                  (d) The  Warrants,  the Notes and the  shares of Common  Stock
which the Purchaser  may acquire  pursuant to the Warrants and the Notes are all
restricted securities under the Securities Act 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  Registrable  Securities  at such time as such
Registrable  Securities  are  registered  for public sale or an  exemption  from
registration  is  available,  except as required by federal or state  securities
laws.

                  (e) The  Company  understands  the  nature of the  Registrable
Securities  issuable  upon the  conversion of each Note and the exercise of each
Warrant and recognizes that the issuance of such Registrable Securities may have
a potential  dilutive effect.  The Company  specifically  acknowledges  that its
obligation to issue the  Registrable  Securities 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.

                  (f)  Except  for  agreements  made in the  ordinary  course of
business,  there is no agreement  that has not been filed with the Commission as
an exhibit to a registration  statement or to a form required to be filed by the
Company under the Exchange Act, the breach of which could reasonably be expected
to have a material and adverse  effect on the Company and its  subsidiaries,  or
would  prohibit or otherwise  interfere with the ability of the Company to enter
into and perform any of its  obligations  under this  Agreement  in any material
respect.

                  (g) The Company will at all times have authorized and reserved
a sufficient  number of shares of Common Stock for the full  conversion  of each
Note and exercise of the Warrants.

         7.  MISCELLANEOUS.

                  (a) REMEDIES.  In the event of a breach by the Company or by a
Holder, of any of their respective obligations under this Agreement, each Holder
or the  Company,  as the case may be, in addition to being  entitled to exercise
all rights  granted  by law and under  this  Agreement,  including  recovery  of
damages,  will be  entitled  to specific  performance  of its rights  under this
Agreement.

                  (b) NO  PIGGYBACK  ON  REGISTRATIONS.  Except  as set forth on
SCHEDULE 7(b) hereto, neither the Company nor any of its security holders (other
than the Holders in such capacity pursuant hereto) may include securities of the
Company in any Registration Statement other than the Registrable Securities, and
the Company shall not after the date hereof enter into any  agreement  providing
any such right for inclusion of shares in the  Registration  Statement to any of
its security  holders.  Except as and to the extent  specified in SCHEDULE  7(b)
hereto,  the Company has not previously  entered into any agreement granting any
registration  rights with  respect to any of its  securities  to any Person that
have not been fully satisfied.



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<PAGE>


                  (c) COMPLIANCE.  Each Holder covenants and agrees that it will
comply  with the  prospectus  delivery  requirements  of the  Securities  Act as
applicable to it in connection with sales of Registrable  Securities pursuant to
any Registration Statement.

                  (d)  DISCONTINUED  DISPOSITION.  Each  Holder  agrees  by  its
acquisition of such  Registrable  Securities that, upon receipt of a notice from
the Company of the  occurrence of a  Discontinuation  Event (as defined  below),
such  Holder  will  forthwith   discontinue   disposition  of  such  Registrable
Securities  under the  applicable  Registration  Statement  until such  Holder's
receipt of the copies of the supplemented Prospectus and/or amended Registration
Statement or until it is advised in writing  (the  "Advice") by the Company that
the use of the applicable  Prospectus  may be resumed,  and, in either case, has
received copies of any additional or supplemental  filings that are incorporated
or deemed to be  incorporated  by reference in such  Prospectus or  Registration
Statement.  The  Company  may  provide  appropriate  stop  orders to enforce the
provisions   of  this   paragraph.   For  purposes  of  this  Section   7(d),  a
"Discontinuation  Event" shall mean (i) when the Commission notifies the Company
whether there will be a "review" of such Registration Statement and whenever the
Commission comments in writing on such Registration Statement (the Company shall
provide true and complete  copies thereof and all written  responses  thereto to
each of the Holders); (ii) any request by the Commission or any other Federal or
state governmental  authority for amendments or supplements to such Registration
Statement or Prospectus or for additional information; (iii) the issuance by the
Commission of any stop order suspending the  effectiveness of such  Registration
Statement covering any or all of the Registrable Securities or the initiation of
any  Proceedings  for that  purpose;  (iv) the  receipt  by the  Company  of any
notification  with respect to the suspension of the  qualification  or exemption
from  qualification  of  any of  the  Registrable  Securities  for  sale  in any
jurisdiction,  or the  initiation  or  threatening  of any  Proceeding  for such
purpose;  and/or (v) the  occurrence  of any event or passage of time that makes
the financial statements included in such Registration  Statement ineligible for
inclusion  therein  or any  statement  made in such  Registration  Statement  or
Prospectus or any document  incorporated or deemed to be incorporated therein by
reference  untrue in any material respect or that requires any revisions to such
Registration  Statement,  Prospectus or other  documents so that, in the case of
such  Registration  Statement  or  Prospectus,  as the case may be,  it will not
contain any untrue  statement  of a material  fact or omit to state any 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.

                  (e)  PIGGY-BACK  REGISTRATIONS.  If at  any  time  during  any
Effectiveness Period there is not an effective  Registration  Statement covering
all  of  the  Registrable   Securities   required  to  be  covered  during  such
Effectiveness  Period and the Company  shall  determine to prepare and file with
the  Commission  a  registration  statement  relating to an offering for its own
account or the account of others under the  Securities  Act of any of its equity
securities,  other than on Form S-4 or Form S-8 (each as  promulgated  under the
Securities Act) or their then  equivalents  relating to equity  securities to be
issued solely in connection  with any  acquisition  of any entity or business or
equity  securities  issuable  in  connection  with stock  compensation  or other
employee  benefit  plans,  then the Company  shall send to each  Holder  written
notice of such  determination  and, if within fifteen (15) days after receipt of
such  notice,  any such Holder  shall so request in writing,  the Company  shall
include in such registration statement all or any part of such


                                       9
<PAGE>

Registrable Securities such holder requests to be registered,  to the extent the
Company may do so without violating registration rights of others which exist as
of the  date  of this  Agreement,  subject  to  customary  underwriter  cutbacks
applicable  to all holders of  registration  rights and subject to obtaining any
required  consent of any selling  stockholder(s)  to such  inclusion  under such
registration statement.

                  (f) AMENDMENTS AND WAIVERS.  The provisions of this Agreement,
including  the  provisions  of this  sentence,  may not be amended,  modified or
supplemented,  and waivers or consents to departures from the provisions  hereof
may not be given,  unless the same shall be in writing and signed by the Company
and the Holders of the then outstanding Registrable Securities.  Notwithstanding
the  foregoing,  a waiver or consent to depart from the  provisions  hereof with
respect to a matter that relates  exclusively  to the rights of certain  Holders
and that does not directly or indirectly  affect the rights of other Holders may
be given by Holders  of at least a majority  of the  Registrable  Securities  to
which such waiver or consent relates; PROVIDED,  however, that the provisions of
this sentence may not be amended, modified, or supplemented except in accordance
with the provisions of the immediately preceding sentence.

                  (g) NOTICES.  Any notice or request  hereunder may be given to
the Company or the Purchaser at the  respective  addresses set forth below or as
may  hereafter be specified in a notice  designated as a change of address under
this Section 7(g). Any notice or request  hereunder shall be given by registered
or certified mail, return receipt  requested,  hand delivery,  overnight mail or
telecopy  (confirmed  by mail).  Notices and  requests  shall be, in the case of
those by hand delivery, deemed to have been given when delivered to any party to
whom it is addressed,  in the case of those by mail or overnight mail, deemed to
have been given three (3)  business  days after the date when  deposited  in the
mail or with the overnight  mail carrier,  and, in the case of a telecopy,  when
confirmed. The address for such notices and communications shall be as follows:

                  If to the Company:     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 a Purchaser:     To the address set forth under such
                                         Purchaser name on the signature pages
                                         hereto.

                  If to any other Person who is then the registered Holder:



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<PAGE>


                                         To the address of such Holder as it
                                         appears in the stock transfer books
                                         of the Company

or such other address as may be  designated  in writing  hereafter in accordance
with  this  Section  7(g) by such  Person.

                  (h) SUCCESSORS AND ASSIGNS.  This Agreement shall inure to the
benefit of and be binding upon the successors  and permitted  assigns of each of
the parties and shall inure to the benefit of each  Holder.  The Company may not
assign its rights or obligations  hereunder without the prior written consent of
each Holder.  Each Holder may assign their  respective  rights  hereunder in the
manner  and to the  Persons  as  permitted  under the  Notes and the  Securities
Purchase Agreement with the prior written consent of the Company,  which consent
shall not be unreasonably withheld..

                  (i) EXECUTION AND COUNTERPARTS. This Agreement may be executed
in any number of counterparts, each of which when so executed shall be deemed to
be an original and, all of which taken  together  shall  constitute  one and the
same  Agreement.  In the event that any  signature  is  delivered  by  facsimile
transmission,  such  signature  shall create a valid  binding  obligation of the
party  executing  (or on whose behalf such  signature is executed) the same with
the same  force and  effect as if such  facsimile  signature  were the  original
thereof.

                  (j) GOVERNING LAW. All questions  concerning the construction,
validity,  enforcement and interpretation of this Agreement shall be governed by
and construed and enforced in accordance  with the internal laws of the State of
New York,  without  regard to the  principles of conflicts of law thereof.  Each
party agrees that all Proceedings  concerning the  interpretations,  enforcement
and  defense  of the  transactions  contemplated  by  this  Agreement  shall  be
commenced exclusively in the state and federal courts sitting in the city of New
York, the state of New York. Each party hereto hereby irrevocably submits to the
exclusive  jurisdiction  of the state and federal  courts sitting in the City of
New York,  Borough of Manhattan for the adjudication of any dispute hereunder or
in connection herewith or with any transaction  contemplated hereby or discussed
herein,  and  hereby  irrevocably  waives,  and  agrees  not  to  assert  in any
Proceeding,  any claim that it is not personally  subject to the jurisdiction of
any such court,  that such  Proceeding  is improper.  Each party  hereto  hereby
irrevocably  waives  personal  service of process and consents to process  being
served in any such  Proceeding  by  mailing a copy  thereof  via  registered  or
certified  mail or overnight  delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this  Agreement and agrees that
such service shall constitute good and sufficient  service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way any right
to serve  process in any manner  permitted  by law.  Each  party  hereto  hereby
irrevocably  waives,  to the fullest extent permitted by applicable law, any and
all right to trial by jury in any legal proceeding arising out of or relating to
this Agreement or the transactions  contemplated  hereby.  If either party shall
commence a Proceeding to enforce any provisions of any Ancillary Agreement, then
the prevailing  party in such Proceeding  shall be reimbursed by the other party
for its reasonable attorneys fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such Proceeding.



                                       11
<PAGE>


                  (k)  CUMULATIVE  REMEDIES.  The remedies  provided  herein are
cumulative and not exclusive of any remedies provided by law.

                  (l)  SEVERABILITY.   If  any  term,  provision,   covenant  or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants  and  restrictions  set forth  herein  shall  remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto  shall use their  reasonable  efforts to find and  employ an  alternative
means to achieve the same or substantially  the same result as that contemplated
by such term,  provision,  covenant or restriction.  It is hereby stipulated and
declared to be the  intention of the parties  that they would have  executed the
remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or unenforceable.

                  (m)  HEADINGS.   The  headings  in  this   Agreement  are  for
convenience  of  reference  only and  shall not limit or  otherwise  affect  the
meaning hereof.



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








                                       12
<PAGE>


                  IN  WITNESS   WHEREOF,   the  parties   have   executed   this
Registration Rights Agreement as of the date first written above.



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


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



                                             LAURUS MASTER FUND, LTD.


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


                                             Address for Notices:

                                             825 Third Avenue, 14th Floor
                                             New York, New York 10022
                                             Attention:  David Grin
                                             Facsimile:  212-541-4434












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