Exhibit 10.67


                               SUBSIDIARY GUARANTY


New York, New York                                             November 20, 2003


         FOR VALUE RECEIVED,  and in consideration of note purchases from, loans
made or to be made or credit  otherwise  extended  or to be  extended  by Laurus
Master  Fund,  Ltd.  ("Laurus")  to or  for  the  account  of  Ventures-National
Incorporated d/b/a Titan General Holdings, Inc. ("Debtor") from time to time and
at any time and for other good and valuable  consideration and to induce Laurus,
in its  discretion,  to purchase  such notes,  make such loans or  extensions of
credit and to make or grant such renewals, extensions, releases of collateral or
relinquishments  of legal  rights  as  Laurus  may deem  advisable,  each of the
undersigned  (and  each of them if more  than  one,  the  liability  under  this
Guaranty  being  joint  and  several)  (jointly  and  severally  referred  to as
"Guarantors " or "the  undersigned")  unconditionally  guaranties to Laurus, its
successors,  endorsees  and  assigns  the prompt  payment  when due  (whether by
acceleration or otherwise) of all present and future obligations and liabilities
of any and all kinds of Debtor to Laurus  and of all  instruments  of any nature
evidencing or relating to any such obligations and liabilities upon which Debtor
or one or more  parties  and Debtor is or may become  liable to Laurus,  whether
incurred  by  Debtor  as  maker,  endorser,   drawer,  acceptor,   guarantors  ,
accommodation  party or otherwise,  and whether due or to become due, secured or
unsecured,  absolute or  contingent,  joint or several,  and however or whenever
acquired by Laurus,  whether  arising under,  out of, or in connection with that
certain SECURITIES PURCHASE AGREEMENT dated as of the date hereof by and between
Debtor and Laurus (the "Securities  Purchase  Agreement"),  that certain SECURED
CONVERTIBLE  NOTE dated as of the date  hereof made by Debtor in favor of Laurus
(the "Term  Note"),  THE  WARRANT  dated as of the date hereof made by Debtor in
favor of Laurus in connection with the Term Note (the "Term Note Warrant"), that
certain REGISTRATION RIGHTS AGREEMENT dated as of the date hereof by and between
Debtor and Laurus in connection with the Term Note (the "Term Note  Registration
Rights Agreement"),  that certain SECURITY AGREEMENT dated as of the date hereof
by and  between  Debtor and Laurus  (the  "Security  Agreement"),  that  certain
SECURED  REVOLVING  NOTE dated as of the date  hereof made by Debtor in favor of
Laurus  (the  "Revolving  Note"),   that  certain  SECURED  CONVERTIBLE  MINIMUM
BORROWING  NOTE  dated as of the date  hereof  made by Debtor in favor of Laurus
(the "MB Note"), THE WARRANT dated as of the date hereof made by Debtor in favor
of Laurus in  connection  with the MB Note (the "MB  Warrant"),  or that certain
REGISTRATION  RIGHTS AGREEMENT dated as of the date hereof by and between Debtor
and  Laurus  in  connection  with  the MB  Note  (the  "MB  Registration  Rights
Agreement")  (the Securities  Purchase  Agreement,  the Term Note, the Term Note
Warrant and the Term Note Registration Rights Agreement, the Security Agreement,
the Revolving Note, the MB Note, the MB Warrant and the MB  Registration  Rights
Agreement as each may be amended,  modified,  restated or supplemented from time
to time,  are  collectively  referred  to  herein  as the  "Documents"),  or any
documents,  instruments or agreements relating to or executed in connection with
the Documents or any documents, instruments or agreements referred to therein or
otherwise   (all  of  which  are  herein   collectively   referred   to  as  the
"Obligations"),  and  irrespective of the genuineness,  validity,  regularity or
enforceability of such Obligations,  or of any instrument  evidencing any of the
Obligations or of any collateral  therefor or of the existence or extent of such
collateral,  and irrespective of the allowability,  allowance or disallowance of
any or all of the  Obligations  in any case commenced by or against Debtor under
Title 11, United States Code,  including,  without  limitation,  obligations  or
indebtedness of Debtor for post-petition interest,  fees, costs and charges that
would have accrued or been added to the Obligations but for the  commencement of
such case. In  furtherance of the foregoing,  the  undersigned  hereby agrees as
follows:

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         1. NO IMPAIRMENT.  Laurus may at any time and from time to time, either
before or after the maturity  thereof,  without notice to or further  consent of
the  undersigned,  extend the time of payment  of,  exchange  or  surrender  any
collateral  for, renew or extend any of the  Obligations or increase or decrease
the interest rate thereon,  or any other agreement with Debtor or with any other
party to or person liable on any of the Obligations,  or interested therein, for
the extension,  renewal, payment,  compromise,  discharge or release thereof, in
whole  or in  part,  or for any  modification  of the  terms  thereof  or of any
agreement  between Laurus and Debtor or any such other party or person,  or make
any  election  of rights  Laurus  may deem  desirable  under the  United  States
Bankruptcy  Code,  as  amended,  or  any  other  federal  or  state  bankruptcy,
reorganization,  moratorium  or  insolvency  law  relating to or  affecting  the
enforcement of creditors' rights generally (any of the foregoing, an "Insolvency
Law") without in any way impairing or affecting this Guaranty.  This  instrument
shall  be  effective  regardless  of the  subsequent  incorporation,  merger  or
consolidation of Debtor, or any change in the composition,  nature, personnel or
location of Debtor and shall extend to any successor entity to Debtor, including
a debtor in possession or the like under any Insolvency Law.

         2. GUARANTY ABSOLUTE.  Subject to Section 5(c), each of the undersigned
jointly and severally  guarantees that the Obligations  will be paid strictly in
accordance with the terms of the Documents and/or any other document, instrument
or agreement  creating or  evidencing  the  Obligations,  regardless of any law,
regulation or order now or hereafter in effect in any jurisdiction affecting any
of such terms or the rights of Debtor with respect  thereto.  Guarantors  hereby
knowingly  accept  the full  range of risk  encompassed  within  a  contract  of
"continuing  guaranty"  which risk  includes  the  possibility  that Debtor will
contract  additional  indebtedness  for which Guarantors may be liable hereunder
after Debtor's financial  condition or ability to pay its lawful debts when they
fall  due has  deteriorated,  whether  or not  Debtor  has  properly  authorized
incurring such additional indebtedness.  The undersigned acknowledge that (i) no
oral representations,  including any representations to extend credit or provide
other financial accommodations to Debtor, have been made by Laurus to induce the
undersigned  to enter into this Guaranty and (ii) any extension of credit to the
Debtor  shall  be  governed  solely  by the  provisions  of the  Documents.  The
liability of each of the  undersigned  under this Guaranty shall be absolute and
unconditional,  in accordance with its terms, and shall remain in full force and
effect  without  regard to, and shall not be  released,  suspended,  discharged,
terminated or otherwise affected by, any circumstance or occurrence  whatsoever,
including,  without limitation: (a) any waiver, indulgence,  renewal, extension,
amendment or modification  of or addition,  consent or supplement to or deletion
from or any other action or inaction under or in respect of the Documents or any
other instruments or agreements relating to the Obligations or any assignment or
transfer of any thereof,  (b) any lack of validity or enforceability of any Loan
Document  or  other  documents,   instruments  or  agreements  relating  to  the
Obligations or any assignment or transfer of any thereof,  (c) any furnishing of
any additional  security to Laurus or its assignees or any acceptance thereof or
any release of any security by Laurus or its  assignees,  (d) any  limitation on
any party's  liability or obligation under the Documents or any other documents,
instruments  or  agreements  relating to the  Obligations  or any  assignment or
transfer of any thereof or any  invalidity or  unenforceability,  in whole or in
part, of any such document, instrument or agreement or any term thereof, (e) any
bankruptcy, insolvency,  reorganization,  composition,  adjustment, dissolution,
liquidation  or other like  proceeding  relating to Debtor,  or any action taken
with respect to this  Guaranty by any trustee or receiver,  or by any court,  in
any such  proceeding,  whether  or not the  undersigned  shall  have  notice  or
knowledge of any of the foregoing, (f) any exchange, release or nonperfection of
any  collateral,  or any  release,  or  amendment  or  waiver of or  consent  to
departure from any guaranty or security, for all or any of



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the Obligations or (g) any other circumstance which might otherwise constitute a
defense  available to, or a discharge of, the undersigned.  Any amounts due from
the  undersigned  to Laurus shall bear  interest  until such amounts are paid in
full at the highest rate then applicable to the Obligations. Obligations include
post-petition interest whether or not allowed or allowable.

         3.  WAIVERS.

                  (a)  This  Guaranty  is a  guaranty  of  payment  and  not  of
         collection.  Laurus shall be under no  obligation  to  institute  suit,
         exercise  rights or remedies or take any other action against Debtor or
         any other  person  liable  with  respect to any of the  Obligations  or
         resort  to any  collateral  security  held by it to  secure  any of the
         Obligations as a condition precedent to the undersigned being obligated
         to perform as agreed  herein and each of the  Guarantors  hereby waives
         any and all  rights  which it may have by statute  or  otherwise  which
         would require Laurus to do any of the foregoing. Each of the Guarantors
         further consents and agrees that Laurus shall be under no obligation to
         marshal any assets in favor of Guarantors,  or against or in payment of
         any or all  of the  Obligations.  The  undersigned  hereby  waives  all
         suretyship   defenses  and  any  rights  to   interpose   any  defense,
         counterclaim  or  offset  of  any  nature  and  description  which  the
         undersigned  may have or which may  exist  between  and  among  Laurus,
         Debtor  and/or  the  undersigned  with  respect  to  the  undersigned's
         obligations  under  this  Guaranty,  or which  Debtor may assert on the
         underlying debt, including but not limited to failure of consideration,
         breach of warranty,  fraud, payment (other than cash payment in full of
         the Obligations),  statute of frauds,  bankruptcy,  infancy, statute of
         limitations, accord and satisfaction, and usury.

                  (b) Each of the  undersigned  further waives (i) notice of the
         acceptance  of this  Guaranty,  of the  making  of any  such  loans  or
         extensions  of credit,  and of all  notices  and demands of any kind to
         which the undersigned may be entitled,  including,  without limitation,
         notice of adverse  change in  Debtor's  financial  condition  or of any
         other fact which might materially  increase the risk of the undersigned
         and (ii)  presentment  to or demand of payment  from anyone  whomsoever
         liable upon any of the  Obligations,  protest,  notices of presentment,
         non-payment or protest and notice of any sale of collateral security or
         any default of any sort.

                  (c)  Notwithstanding  any  payment  or  payments  made  by the
         undersigned  hereunder,  or any setoff or  application  of funds of the
         undersigned  by Laurus,  the  undersigned  shall not be  entitled to be
         subrogated to any of the rights of Laurus against Debtor or against any
         collateral  or  guarantee  or right of offset  held by  Laurus  for the
         payment  of the  Obligations,  nor  shall  the  undersigned  seek or be
         entitled  to seek any  contribution  or  reimbursement  from  Debtor in
         respect  of  payments  made by the  undersigned  hereunder,  until  all
         amounts  owing to Laurus by Debtor on  account of the  Obligations  are
         paid in full and Laurus'  obligation to extend  credit  pursuant to the
         Documents have been terminated.  If, notwithstanding the foregoing, any
         amount shall be paid to the undersigned on account of such  subrogation
         rights at any time when all of the Obligations shall not have been paid
         in full  and  Laurus'  obligation  to  extend  credit  pursuant  to the
         Documents shall not have been terminated,  such amount shall be held by
         the undersigned in trust for Laurus, segregated from other funds of the
         undersigned,  and shall forthwith upon, and in any event within two (2)
         business days of, receipt by the undersigned,  be turned over to Laurus
         in the exact form  received by the  undersigned  (duly  endorsed by the
         undersigned  to  Laurus,  if  required),  to  be  applied  against  the
         Obligations,  whether matured or unmatured, in such order as Laurus may
         determine,



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         subject to the  provisions  of the  Documents.  Any and all present and
         future debts and  obligations of Debtor to any of the  undersigned  are
         hereby waived and postponed in favor of, and  subordinated  to the full
         payment  and   performance   of,  all  present  and  future  debts  and
         Obligations of Debtor to Laurus.

         4. SECURITY.  All sums at any time to the credit of the undersigned and
any property of the  undersigned  in Laurus'  possession or in the possession of
any bank,  financial  institution  or other entity that directly or  indirectly,
through one or more  intermediaries,  controls or is controlled  by, or is under
common control with, Laurus (each such entity,  an "Affiliate")  shall be deemed
held by Laurus or such  Affiliate,  as the case may be, as security  for any and
all of the  undersigned's  obligations to Laurus and to any Affiliate of Laurus,
no matter how or when  arising and whether  under this or any other  instrument,
agreement  or  otherwise.  Notwithstanding  anything to the  contrary  contained
herein,  the security  interest granted to Laurus shall consist of all accounts,
inventory,   equipment,  goods,  documents,   instruments  (including,   without
limitation,  promissory notes), contract rights, general intangibles (including,
without  limitation,  payment  intangibles  and an absolute  right to license on
terms no less favorable than those current in effect among our  affiliates,  but
not  own  intellectual   property),   chattel  paper,   supporting  obligations,
investment  property,  letter-of-credit  rights,  trademarks and tradestyles] in
which we now have or hereafter  may acquire any right,  title or  interest,  all
proceeds  and  products  thereof  (including,  without  limitation,  proceeds of
insurance with respect thereto) and all additions,  accessions and substitutions
thereto or thereforof the undersigned.

         5.   REPRESENTATIONS   AND   WARRANTIES.   Each   of  the   undersigned
respectively, hereby jointly and severally represents and warrants (all of which
representations   and  warranties   shall  survive  until  all  Obligations  are
indefeasibly   satisfied  in  full  and  the  Documents  have  been  irrevocably
terminated), that:

                  (a) CORPORATE  STATUS.  The undersigned is a corporation  duly
         organized,  validly existing and in good standing under the laws of the
         state of  incorporation  indicated on the signature page hereof and has
         full power,  authority  and legal right to own its  property and assets
         and to transact the business in which it is engaged.

                  (b) AUTHORITY AND EXECUTION.  The  undersigned has full power,
         authority  and legal right to execute and  deliver,  and to perform its
         obligations under, this Guaranty and has taken all necessary  corporate
         and legal action to authorize the execution,  delivery and  performance
         of this Guaranty.

                  (c)  LEGAL,  VALID  AND  BINDING   CHARACTER.   This  Guaranty
         constitutes the legal,  valid and binding obligation of the undersigned
         enforceable in accordance with its terms,  except as enforceability may
         be  limited  by  applicable  bankruptcy,  insolvency,   reorganization,
         moratorium  or  other  laws  of  general   application   affecting  the
         enforcement of creditor's rights and general  principles of equity that
         restrict the availability of equitable or legal remedies.

                  (d)  VIOLATIONS.  The execution,  delivery and  performance of
         this Guaranty will not violate any requirement of law applicable to the
         undersigned or any material contract,  agreement or instrument to which
         the  undersigned is a party or by which the undersigned or any property
         of the  undersigned is bound or result in the creation or imposition of
         any mortgage,  lien or other encumbrance other than to Laurus on any of
         the property or assets of the undersigned pursuant to the provisions of
         any of the foregoing.



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<PAGE>


                  (e) CONSENTS OR  APPROVALS.  No consent of any other person or
         entity (including, without limitation, any creditor of the undersigned)
         and  no  consent,   license,  permit,  approval  or  authorization  of,
         exemption  by,  notice  or  report  to,  or  registration,   filing  or
         declaration with, any governmental  authority is required in connection
         with the execution, delivery,  performance,  validity or enforceability
         of this Guaranty.

                  (f) LITIGATION. No litigation,  arbitration,  investigation or
         administrative  proceeding  of  or  before  any  court,  arbitrator  or
         governmental  authority,  bureau or agency is currently  pending or, to
         the best knowledge of the  undersigned,  threatened (i) with respect to
         this Guaranty or any of the transactions  contemplated by this Guaranty
         or (ii) against or  affecting  the  undersigned,  or any of property or
         assets of the undersigned, which, if adversely determined, would have a
         material  adverse  effect  on  the  business,   operations,  assets  or
         condition, financial or otherwise, of the undersigned.

                  (g) FINANCIAL BENEFIT.  Each of the undersigned has derived or
         expects to derive a financial  or other  advantage  from each and every
         loan,  advance or extension of credit made under the Documents or other
         Obligation incurred by Debtor to Laurus.

         6.  ACCELERATION.

                  (a) If any breach of any  covenant or condition or other event
         of default  shall occur and be continuing  under any agreement  made by
         Debtor or any of the undersigned to Laurus,  or either Debtor or any of
         the undersigned should at any time become insolvent,  or make a general
         assignment,  or if a proceeding in or under any Insolvency Law shall be
         filed or commenced by, or in respect of, any of the undersigned,  or if
         a notice of any  lien,  levy,  or  assessment  is filed of record  with
         respect to any assets of any of the undersigned by the United States of
         America or any department,  agency, or instrumentality  thereof,  or if
         any taxes or debts owing at any time or times  hereafter  to any one of
         them becomes a lien or encumbrance  upon any assets of the  undersigned
         in Laurus' possession,  or otherwise, any and all Obligations shall for
         purposes hereof,  at Laurus' option,  be deemed due and payable without
         notice  notwithstanding  that any such  Obligation  is not then due and
         payable by Debtor.

                  (b) Each of the undersigned will promptly notify Laurus of any
         default by such undersigned in its respective performance or observance
         of any term or condition of any agreement to which the undersigned is a
         party if the effect of such  default is to cause,  or permit the holder
         of any  obligation  under such agreement to cause,  such  obligation to
         become due prior to its stated  maturity  and, if such an event occurs,
         Laurus  shall  have  the  right  to   accelerate   such   undersigned's
         obligations hereunder.

         7.  PAYMENTS  FROM  GUARANTORS.   Laurus,  in  its  sole  and  absolute
discretion,  with or without notice to the undersigned,  may apply on account of
the  Obligations any payment from the  undersigned or any other  guarantors,  or
amounts realized from any security for the  Obligations,  or may deposit any and
all such amounts  realized in a  non-interest  bearing cash  collateral  deposit
account to be maintained as security for the Obligations.

         8. COSTS.  The  undersigned  shall pay on demand,  all costs,  fees and
expenses  (including  expenses  for legal  services of every  kind)  relating or
incidental to the enforcement or protection of the rights of Laurus hereunder or
under any of the Obligations.



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         9. NO TERMINATION.  This is a continuing irrevocable guaranty and shall
remain in full force and effect and be binding upon the undersigned, and each of
the undersigned's successors and assigns, until all of the Obligations have been
paid in full and Laurus'  obligation to extend credit  pursuant to the Documents
has been irrevocably terminated. If any of the present or future Obligations are
guarantied  by  persons,   partnerships  or  corporations  in  addition  to  the
undersigned,  the  death,  release  or  discharge  in  whole  or in  part or the
bankruptcy, merger, consolidation,  incorporation, liquidation or dissolution of
one or more of them  shall  not  discharge  or  affect  the  liabilities  of any
undersigned under this Guaranty.

         10.   RECAPTURE.   Anything   in   this   Guaranty   to  the   contrary
notwithstanding,  if Laurus  receives  any payment or payments on account of the
liabilities guaranteed hereby, which payment or payments or any part thereof are
subsequently invalidated,  declared to be fraudulent or preferential,  set aside
and/or  required to be repaid to a trustee,  receiver,  or any other party under
any Insolvency Law, common law or equitable doctrine,  then to the extent of any
sum not finally  retained by Laurus,  the  undersigned's  obligations  to Laurus
shall be reinstated  and this Guaranty shall remain in full force and effect (or
be reinstated) until payment shall have been made to Laurus, which payment shall
be due on demand.

         11.  BOOKS AND  RECORDS.  The books and  records of Laurus  showing the
account  between Laurus and Debtor shall be admissible in evidence in any action
or  proceeding,  shall  be  binding  upon the  undersigned  for the  purpose  of
establishing  the items therein set forth and shall constitute prima facie proof
thereof.

         12. NO WAIVER.  No failure  on the part of Laurus to  exercise,  and no
delay in exercising,  any right,  remedy or power  hereunder  shall operate as a
waiver thereof, nor shall any single or partial exercise by Laurus of any right,
remedy or power  hereunder  preclude  any other or future  exercise of any other
legal  right,  remedy or power.  Each and every  right,  remedy and power hereby
granted to Laurus or allowed it by law or other  agreement  shall be  cumulative
and not  exclusive of any other,  and may be exercised by Laurus at any time and
from time to time.

         13.  WAIVER  OF  JURY  TRIAL.  EACH  OF  THE  UNDERSIGNED  DOES  HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY
ACTION OR  PROCEEDING  BASED ON OR WITH  RESPECT TO THIS  GUARANTY OR ANY OF THE
TRANSACTIONS   CONTEMPLATED   HEREBY  OR  RELATING  OR  INCIDENTAL  HERETO.  THE
UNDERSIGNED  DOES HEREBY CERTIFY THAT NO  REPRESENTATIVE  OR AGENT OF LAURUS HAS
REPRESENTED,  EXPRESSLY  OR  OTHERWISE,  THAT LAURUS  WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.

         14. GOVERNING LAW; JURISDICTION;  AMENDMENTS. THIS INSTRUMENT CANNOT BE
CHANGED OR TERMINATED ORALLY,  AND SHALL BE GOVERNED,  CONSTRUED AND INTERPRETED
AS TO VALIDITY,  ENFORCEMENT  AND IN ALL OTHER  RESPECTS IN ACCORDANCE  WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT  HAVING  EFFECT TO PRINCIPLES OF CONFLICTS
OF LAWS.  EACH OF THE UNDERSIGNED  EXPRESSLY  CONSENTS TO THE  JURISDICTION  AND
VENUE OF THE SUPREME COURT OF THE STATE OF NEW YORK,  COUNTY OF NEW YORK, AND OF
THE UNITED STATES  DISTRICT COURT FOR THE SOUTHERN  DISTRICT OF NEW YORK FOR ALL
PURPOSES IN CONNECTION  HEREWITH.  ANY JUDICIAL  PROCEEDING  BY THE  UNDERSIGNED
AGAINST LAURUS INVOLVING, DIRECTLY



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

         15.  SEVERABILITY.  To the extent  permitted  by  applicable  law,  any
provision  of  this  Guaranty  which  is  prohibited  or  unenforceable  in  any
jurisdiction  shall,  as to such  jurisdiction,  be ineffective to the extent of
such  prohibition  or  unenforceability   without   invalidating  the  remaining
provisions  hereof,  and  any  such  prohibition  or   unenforceability  in  any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

         16.  AMENDMENTS,  WAIVERS.  No amendment or waiver of any  provision of
this Guaranty nor consent to any departure by the undersigned therefrom shall in
any event be effective  unless the same shall be in writing  executed by each of
the undersigned and Laurus.

         17.  NOTICE.  All  notices,   requests  and  demands  to  or  upon  the
undersigned,  shall be in writing and shall be deemed to have been duly given or
made (a) when  delivered,  if by hand,  (b) three  (3) days  after  being  sent,
postage  prepaid,  if by  registered  or  certified  mail,  (c)  when  confirmed
electronically,  if by  facsimile,  or (d) when  delivered,  if by a  recognized
overnight  delivery  service in each event,  to the numbers  and/or  address set
forth beneath the signature of the undersigned.

         18.  SUCCESSORS.  Laurus may, from time to time,  without notice to the
undersigned,  sell, assign,  transfer or otherwise dispose of all or any part of
the  Obligations  and/or  rights  under  this  Guaranty.  Without  limiting  the
generality of the foregoing,  Laurus may assign, or grant participations to, one
or more banks,  financial  institutions or other entities all or any part of any
of the  Obligations.  In each such event,  Laurus,  its  Affiliates and each and
every immediate and successive purchaser,  assignee, transferee or holder of all
or any part of the Obligations shall have the right to enforce this Guaranty, by
legal action or  otherwise,  for its own benefit as fully as if such  purchaser,
assignee,  transferee  or holder  were  herein by name  specifically  given such
right.  Laurus shall have an  unimpaired  right to enforce this Guaranty for its
benefit  with respect to that  portion of the  Obligations  which Laurus has not
disposed of, sold, assigned, or otherwise transferred.

         19.  RELEASE.  Nothing  except cash payment in full of the  Obligations
shall release any of the undersigned from liability under this Guaranty.



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<PAGE>


         IN WITNESS WHEREOF,  this Guaranty has been executed by the undersigned
this 20th day of November, 2003.

                                         TITAN PCB EAST, INC.

                                         By:    /s/ Robert Ciri
                                                -------------------------------
                                         Name:  Robert Ciri
                                                -------------------------------
                                         Title: President
                                                -------------------------------

                                         Address:   1&2 Industrial Way
                                                    Amesbury, MA 01913

                                         Telephone: 978-388-5740
                                         Facsimile: 978-388-3940
                                         State of Incorporation: Delaware


                                         TITAN PCB WEST, INC.

                                         By:    /s/ Robert Ciri
                                                -------------------------------
                                         Name:  Robert Ciri
                                                -------------------------------
                                         Title: President
                                                -------------------------------

                                         Address:   44358 Old Warm Springs Blvd.
                                                    ---------------------------
                                                    Fremont, CA 94538
                                                    ---------------------------
                                         Telephone: 510-824-1200
                                                    ---------------------------
                                         Facsimile: 978-388-3940
                                                    ---------------------------
                                         State of Incorporation:







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<PAGE>


STATE OF MARYLAND         )
                          )  SS
COUNTY OF MONTGOMERY      )

         On the 21st day of  November,  2003,  before  me  personally  came Ciri
Robert Eugene to me known,  who being by me duly sworn, did depose and say he is
the  President of Titan PCB East & West the  corporation  described in and which
executed the foregoing instrument;  and that s/he signed her/his name thereto by
order of the board of directors of said corporation.


                                Haajira A. Motala
                                ------------------------------------------------
                                                   Notary Public

                                My Commission Expires: 4/9/07
                                                       -------------------------











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