Exhibit 10.62


        THIS  WARRANT  AND THE  SHARES  OF  COMMON  STOCK  ISSUABLE  UPON
        EXERCISE  OF THIS  WARRANT  HAVE NOT BEEN  REGISTERED  UNDER  THE
        SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.
        THIS WARRANT AND THE COMMON STOCK  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 TO THIS  WARRANT  OR SUCH  SHARES  OF
        COMMON STOCK,  AS  APPLICABLE,  UNDER SAID ACT AND ANY 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.


               Right to Purchase 350,000 Shares of Common Stock of
        Ventures-National Incorporated d/b/a Titan General Holdings, Inc.
        -----------------------------------------------------------------
                   (subject to adjustment as provided herein)


                          COMMON STOCK PURCHASE WARRANT


No. _________________                             Issue Date:  November 20, 2003


         VENTURES-NATIONAL  INCORPORATED  D/B/A TITAN GENERAL  HOLDINGS,  INC. a
corporation  organized  under  the laws of the State of Utah,  hereby  certifies
that, for value received,  LAURUS MASTER FUND,  LTD., or assigns (the "Holder"),
is entitled,  subject to the terms set forth below, to purchase from the Company
(as  defined  herein)  from and after the Issue Date of this  Warrant and at any
time or from time to time before 5:00 p.m., New York time,  through the close of
business November 20, 2010 (the "Expiration Date"), up to 350,000 fully paid and
nonassessable shares of Common Stock (as hereinafter defined),  $0.001 par value
per share, at the applicable  Exercise Price per share (as defined  below).  The
number and character of such shares of Common Stock and the applicable  Exercise
Price per share are subject to adjustment as provided herein.

         As used  herein  the  following  terms,  unless the  context  otherwise
requires, have the following respective meanings:

                  (a)  The  term  "Company"   shall  include   Ventures-National
         Incorporated  d/b/a Titan General  Holdings,  Inc. and any  corporation
         which shall succeed,  or assume the obligations  of,  Ventures-National
         Incorporated d/b/a Titan General Holdings, Inc. hereunder.

                  (b) The term "Common Stock" includes (i) the Company's  Common
         Stock,  par value $0.001 per share;  and (ii) any other securities into
         which  or for  which  any of the  securities  described  in (a)  may be
         converted  or  exchanged  pursuant  to  a  plan  of   recapitalization,
         reorganization, merger, sale of assets or otherwise.


<PAGE>


                  (c) The term  "Other  Securities"  refers to any stock  (other
         than  Common  Stock) and other  securities  of the Company or any other
         person  (corporate or otherwise) which the holder of the Warrant at any
         time shall be  entitled  to  receive,  or shall have  received,  on the
         exercise of the Warrant,  in lieu of or in addition to Common Stock, or
         which at any time  shall be  issuable  or shall  have  been  issued  in
         exchange  for or in  replacement  of Common  Stock or Other  Securities
         pursuant to Section 4 or otherwise.

                  (d) The "Exercise  Price"  applicable under this Warrant shall
         be as follows:

                           (i) a price of $0.83  for the  first  200,000  shares
                  acquired hereunder;

                           (ii) a price of $0.90  for the  next  100,000  shares
                  acquired hereunder; and

                           (iii) a price  of  $0.97  for any  additional  shares
                  acquired hereunder.

         1. EXERCISE OF WARRANT.

                  1.1 NUMBER OF SHARES  ISSUABLE UPON  EXERCISE.  From and after
the date hereof through and including the  Expiration  Date, the Holder shall be
entitled  to receive,  upon  exercise  of this  Warrant in whole or in part,  by
delivery of an original or fax copy of an exercise  notice in the form  attached
hereto  as  Exhibit A (the  "Exercise  Notice"),  shares of Common  Stock of the
Company, subject to adjustment pursuant to Section 4.

                  1.2 FAIR MARKET VALUE. For purposes  hereof,  the "Fair Market
Value" of a share of Common  Stock as of a particular  date (the  "Determination
Date") shall mean:

                  (a) If the  Company's  Common  Stock is traded on the American
         Stock  Exchange  or  another  national  exchange  or is  quoted  on the
         National or SmallCap Market of The Nasdaq Stock Market, Inc.("Nasdaq"),
         then the closing or last sale  price,  respectively,  reported  for the
         last business day immediately preceding the Determination Date.

                  (b)  If the  Company's  Common  Stock  is  not  traded  on the
         American Stock Exchange or another  national  exchange or on the Nasdaq
         but is  traded  on the NASD OTC  Bulletin  Board,  then the mean of the
         average  of the  closing  bid and asked  prices  reported  for the last
         business day immediately preceding the Determination Date.

                  (c) Except as provided in clause (d) below,  if the  Company's
         Common Stock is not publicly traded, then as the Holder and the Company
         agree or in the absence of agreement by arbitration in accordance  with
         the  rules  then in  effect of the  American  Arbitration  Association,
         before a single  arbitrator to be chosen by the mutual agreement of the
         Company and the Holder from a panel of persons  qualified  by education
         and training to pass on the matter to be decided.

                  (d) If the  Determination  Date is the date of a  liquidation,
         dissolution  or winding  up, or any event  deemed to be a  liquidation,
         dissolution or winding up pursuant to the Company's  charter,  then all
         amounts to be payable per share to holders of the



                                       2
<PAGE>


         Common Stock pursuant to the charter in the event of such  liquidation,
         dissolution  or winding  up,  plus all other  amounts to be payable per
         share in respect of the Common Stock in liquidation  under the charter,
         assuming  for the purposes of this clause (d) that all of the shares of
         Common Stock then issuable upon exercise of the Warrant are outstanding
         at the Determination Date.

                  1.3 COMPANY  ACKNOWLEDGMENT.  The Company will, at the time of
the exercise of the Warrant,  upon the request of the holder hereof  acknowledge
in writing  its  continuing  obligation  to afford to such  holder any rights to
which  such  holder  shall  continue  to be  entitled  after  such  exercise  in
accordance with the provisions of this Warrant. If the holder shall fail to make
any such request, such failure shall not affect the continuing obligation of the
Company to afford to such holder any such rights.

                  1.4 TRUSTEE FOR WARRANT  HOLDERS.  In the event that a bank or
trust  company  shall  have been  appointed  as trustee  for the  holders of the
Warrant  pursuant to  Subsection  3.2, such bank or trust company shall have all
the powers and duties of a warrant agent (as  hereinafter  described)  and shall
accept,  in its own name for the account of the Company or such successor person
as may be entitled thereto, all amounts otherwise payable to the Company or such
successor,  as the case may be, on  exercise  of this  Warrant  pursuant to this
Section 1.

         2. PROCEDURE FOR EXERCISE.

                  2.1 DELIVERY OF STOCK  CERTIFICATES,  ETC.,  ON EXERCISE.  The
Company  agrees that the shares of Common Stock  purchased upon exercise of this
Warrant  shall be deemed to be issued to the Holder as the record  owner of such
shares as of the close of business on the date on which this Warrant  shall have
been surrendered and payment made for such shares in accordance  herewith unless
the stock  transfer  books of the Company  shall then be closed (but,  solely as
required by applicable  securities law or the regulations of the market on which
the  Company's  Common  Stock is  traded),  in which event such shares of Common
Stock shall be deemed outstanding on the first day thereafter on which the stock
transfer books of the Company shall then be open. As soon as  practicable  after
the exercise of this  Warrant in full or in part,  and in any event within three
(3) business days thereafter,  the Company at its expense (including the payment
by it of any applicable  issue taxes) will cause to be issued in the name of and
delivered to the Holder,  or as such Holder (upon  payment by such Holder of any
applicable  transfer taxes) may direct in compliance with applicable  securities
laws, a certificate or  certificates  for the number of duly and validly issued,
fully paid and  nonassessable  shares of Common Stock (or Other  Securities)  to
which such  Holder  shall be  entitled on such  exercise,  plus,  in lieu of any
fractional share to which such holder would otherwise be entitled, cash equal to
such  fraction  multiplied  by the then  Fair  Market  Value of one full  share,
together with any other stock or other securities and property  (including cash,
where  applicable) to which such Holder is entitled upon such exercise  pursuant
to Section 1 or otherwise.

                  2.2  EXERCISE.  Payment  may be made  either (i) in cash or by
certified or official  bank check  payable to the order of the Company  equal to
the applicable  aggregate  Exercise Price,  (ii) by delivery of the Warrant,  or
shares of Common  Stock  and/or  Common Stock  receivable  upon  exercise of the
Warrant in accordance  with Section (b) below,  or (iii) by a combination of any
of the foregoing methods, for the number of Common Shares specified in



                                       3
<PAGE>


such Exercise  Notice (as such exercise  number shall be adjusted to reflect any
adjustment in the total number of shares of Common Stock  issuable to the Holder
per the terms of this  Warrant)  and the Holder  shall  thereupon be entitled to
receive  the  number  of  duly  authorized,   validly  issued,   fully-paid  and
non-assessable  shares of  Common  Stock (or  Other  Securities)  determined  as
provided herein.  Notwithstanding any provisions herein to the contrary,  if the
Fair  Market  Value of one share of Common  Stock is greater  than the  Exercise
Price (at the date of  calculation  as set forth  below),  in lieu of exercising
this Warrant for cash, the Holder may elect to receive shares equal to the value
(as determined  below) of this Warrant (or the portion thereof being  exercised)
by  surrender of this Warrant at the  principal  office of the Company  together
with the  properly  endorsed  Exercise  Notice in which event the Company  shall
issue to the  Holder a number  of  shares of  Common  Stock  computed  using the
following formula:

         X = Y  (A-B)
               -------
                  A

         Where X =         the number of shares of Common  Stock to be issued to
                           the Holder

         Y  =              the  number of shares  of  Common  Stock  purchasable
                           under  the  Warrant  or,  if  only a  portion  of the
                           Warrant  is  being  exercised,  the  portion  of  the
                           Warrant   being   exercised  (at  the  date  of  such
                           calculation)

         A  =              the Fair Market  Value of one share of the  Company's
                           Common Stock (at the date of such calculation)

         B  =              Exercise  Price  (as  adjusted  to the  date  of such
                           calculation)

         3. EFFECT OF REORGANIZATION, ETC.; ADJUSTMENT OF EXERCISE PRICE.

                  3.1 REORGANIZATION, CONSOLIDATION, MERGER, ETC. In case at any
time or from time to time,  the Company shall (a) effect a  reorganization,  (b)
consolidate  with or  merge  into  any  other  person,  or (c)  transfer  all or
substantially all of its properties or assets to any other person under any plan
or arrangement  contemplating the dissolution of the Company, then, in each such
case,  as a condition  to the  consummation  of such a  transaction,  proper and
adequate  provision  shall be made by the  Company  whereby  the  Holder of this
Warrant,  on the exercise  hereof as provided in Section 1 at any time after the
consummation of such  reorganization,  consolidation  or merger or the effective
date of such  dissolution,  as the case may be,  shall  receive,  in lieu of the
Common  Stock (or Other  Securities)  issuable  on such  exercise  prior to such
consummation or such effective date, the stock and other securities and property
(including  cash) to which  such  Holder  would  have  been  entitled  upon such
consummation or in connection with such dissolution, as the case may be, if such
Holder had so exercised this Warrant,  immediately prior thereto, all subject to
further adjustment thereafter as provided in Section 4.

                  3.2  DISSOLUTION.  In  the  event  of any  dissolution  of the
Company  following the transfer of all or substantially all of its properties or
assets, the Company,  concurrently with any distributions made to holders of its
Common  Stock,  shall at its  expense  deliver or cause to be  delivered  to the
Holder  the stock and other  securities  and  property  (including  cash,  where
applicable) receivable by the Holder of the Warrant pursuant to Section 3.1, or,
if the Holder



                                       4
<PAGE>


shall so instruct  the  Company,  to a bank or trust  company  specified  by the
Holder and having its principal office in New York, NY as trustee for the Holder
of the Warrant (the "Trustee").

                  3.3   CONTINUATION   OF   TERMS.   Upon  any   reorganization,
consolidation,  merger or transfer (and any dissolution  following any transfer)
referred to in this  Section 3, this  Warrant  shall  continue in full force and
effect and the terms hereof shall be applicable to the shares of stock and other
securities  and property  receivable  on the exercise of this Warrant  after the
consummation of such  reorganization,  consolidation  or merger or the effective
date of dissolution  following any such transfer,  as the case may be, and shall
be binding upon the issuer of any such stock or other securities,  including, in
the case of any such transfer,  the person acquiring all or substantially all of
the  properties or assets of the Company,  whether or not such person shall have
expressly  assumed  the terms of this  Warrant as  provided in Section 4. In the
event  this  Warrant  does not  continue  in full  force  and  effect  after the
consummation of the transactions described in this Section 3, then the Company's
securities and property  (including  cash, where  applicable)  receivable by the
Holders  of  the  Warrant  will  be  delivered  to  Holder  or  the  Trustee  as
contemplated by Section 3.2.

         4.  EXTRAORDINARY  EVENTS REGARDING COMMON STOCK. In the event that the
Company shall (a) issue  additional  shares of the Common Stock as a dividend or
other  distribution on outstanding  Common Stock,  (b) subdivide its outstanding
shares of Common  Stock,  or (c)  combine its  outstanding  shares of the Common
Stock into a smaller  number of shares of the Common  Stock,  then, in each such
event,  the Exercise  Price  shall,  simultaneously  with the  happening of such
event,  be adjusted by multiplying  the then Exercise  Price by a fraction,  the
numerator  of which  shall be the number of shares of Common  Stock  outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common  Stock  outstanding  immediately  after such event,  and the
product so obtained shall  thereafter be the Exercise Price then in effect.  The
Exercise Price, as so adjusted,  shall be readjusted in the same manner upon the
happening of any successive  event or events described herein in this Section 4.
The  number of shares of Common  Stock  that the  holder of this  Warrant  shall
thereafter,  on the  exercise  hereof as  provided  in Section 1, be entitled to
receive  shall be adjusted by  multiplying  the number of shares of Common Stock
that would  otherwise  (but for the provisions of this Section 4) be issuable on
such  exercise by a fraction of which (a) the  numerator is the  Exercise  Price
that would  otherwise  (but for the  provisions of this Section 4) be in effect,
and (b) the  denominator  is the  Exercise  Price in  effect on the date of such
exercise.

         5.  CERTIFICATE  AS TO  ADJUSTMENTS.  In each case of any adjustment or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the  Warrant,  the Company at its expense  will  promptly  cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or  readjustment  in  accordance  with the terms of the  Warrant  and  prepare a
certificate  setting forth such adjustment or readjustment and showing in detail
the facts upon which such  adjustment  or  readjustment  is based,  including  a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold,  (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding,  and (c) the Exercise Price
and the number of shares of Common  Stock to be received  upon  exercise of this
Warrant,  in effect  immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant.  The Company will  forthwith
mail a copy of each such



                                       5
<PAGE>


certificate  to the holder of the Warrant  and any Warrant  agent of the Company
(appointed pursuant to Section 11 hereof).

         6.  RESERVATION OF STOCK,  ETC.,  ISSUABLE ON EXERCISE OF WARRANT.  The
Company will at all times  reserve and keep  available,  solely for issuance and
delivery  on the  exercise  of the  Warrant,  shares of  Common  Stock (or Other
Securities) from time to time issuable on the exercise of the Warrant.

         7.  ASSIGNMENT;   EXCHANGE  OF  WARRANT.  Subject  to  compliance  with
applicable  securities laws, this Warrant,  and the rights evidenced hereby, may
be transferred by any registered  holder hereof (a  "Transferor") in whole or in
part.  On the  surrender  for exchange of this  Warrant,  with the  Transferor's
endorsement  in  the  form  of  Exhibit  B  attached  hereto  (the   "Transferor
Endorsement  Form") and together with evidence  reasonably  satisfactory  to the
Company  demonstrating  compliance with applicable  securities laws, which shall
include,  without  limitation,  a legal opinion from the Company's  counsel that
such  transfer  is  exempt  from the  registration  requirements  of  applicable
securities  laws,  the Company at its expense but with payment by the Transferor
of any applicable  transfer  taxes) will issue and deliver to or on the order of
the  Transferor  thereof  a new  Warrant  of  like  tenor,  in the  name  of the
Transferor  and/or the  transferee(s)  specified in such Transferor  Endorsement
Form  (each a  "Transferee"),  calling  in the  aggregate  on the  face or faces
thereof for the number of shares of Common Stock called for on the face or faces
of the Warrant so surrendered by the Transferor.

         8.   REPLACEMENT  OF  WARRANT.   On  receipt  of  evidence   reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant  and, in the case of any such loss,  theft or  destruction  of this
Warrant,   on  delivery  of  an  indemnity   agreement  or  security  reasonably
satisfactory  in form and  amount  to the  Company  or,  in the case of any such
mutilation,  on surrender and  cancellation of this Warrant,  the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

         9.  REGISTRATION  RIGHTS.  The Holder of this  Warrant has been granted
certain  registration  rights by the Company.  These registration rights are set
forth  in a  Registration  Rights  Agreement  entered  into by the  Company  and
Purchaser dated as of even date of this Warrant.

         10. MAXIMUM EXERCISE. The Holder shall not be entitled to exercise this
Warrant on an exercise date, 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 Holder and its affiliates on an exercise date,
and (ii) the number of shares of Common Stock issuable upon the exercise of this
Warrant with respect to which the determination of this proviso is being made on
an exercise date,  which would result in beneficial  ownership by the Holder and
its affiliates of more than 4.99% of the  outstanding  shares of Common Stock of
the Company on such date.  For the  purposes  of the proviso to the  immediately
preceding sentence,  beneficial ownership shall be determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation
13d-3 thereunder.  Notwithstanding the foregoing,  the restriction  described in
this  paragraph  may be revoked upon 75 days prior notice from the Holder to the
Company and is  automatically  null and void upon an Event of Default  under the
Note.



                                       6
<PAGE>


         11.  WARRANT  AGENT.  The Company  may,  by written  notice to the each
Holder of the Warrant,  appoint an agent for the purpose of issuing Common Stock
(or Other  Securities)  on the exercise of this  Warrant  pursuant to Section 1,
exchanging  this  Warrant  pursuant  to Section 7, and  replacing  this  Warrant
pursuant  to  Section  8,  or any of the  foregoing,  and  thereafter  any  such
issuance,  exchange or  replacement,  as the case may be,  shall be made at such
office by such agent.

         12. TRANSFER ON THE COMPANY'S BOOKS.  Until this Warrant is transferred
on the books of the Company,  the Company may treat the registered holder hereof
as the absolute owner hereof for all purposes, notwithstanding any notice to the
contrary.

         13. NOTICES, ETC. All notices and other communications from the Company
to the  Holder of this  Warrant  shall be mailed by first  class  registered  or
certified mail,  postage prepaid,  at such address as may have been furnished to
the Company in writing by such Holder or, until any such Holder furnishes to the
Company an  address,  then to, and at the  address  of, the last  Holder of this
Warrant who has so furnished an address to the Company.

         14.  VOLUNTARY  ADJUSTMENT BY THE COMPANY.  The Company may at any time
during the term of this Warrant  reduce the then current  Exercise  Price to any
amount and for any period of time deemed  appropriate  by the Board of Directors
of the Company.

         15. 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.

         16.  MISCELLANEOUS.  This  Warrant  and any term hereof may be changed,
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought.  This Warrant shall be governed by and  construed in accordance  with
the laws of State of New York without regard to principles of conflicts of laws.
Any action brought  concerning  the  transactions  contemplated  by this Warrant
shall be brought only in the state  courts of New York or in the federal  courts
located in the state of New York; provided,  however, that the Holder may choose
to waive this  provision and bring an action  outside the State of New York. The
individuals  executing  this Warrant on behalf of the Company agree to submit to
the  jurisdiction  of such courts and waive trial by jury. The prevailing  party
shall be entitled to recover from the other party its reasonable attorney's fees
and  costs.  In the event  that any  provision  of this  Warrant  is  invalid or
unenforceable  under any applicable  statute or rule of law, then such provision
shall be deemed  inoperative  to the extent that it may conflict  therewith  and
shall be deemed  modified to conform  with such statute or rule of law. Any such
provision  which  may prove  invalid  or  unenforceable  under any law shall not
affect the validity or  enforceability  of any other  provision of this Warrant.
The headings in this Warrant are for purposes of reference  only,  and shall not
limit  or  otherwise  affect  any  of  the  terms  hereof.   The  invalidity  or
unenforceability  of any provision hereof shall in no way affect the validity or
enforceability  of any other  provision.  The  Company  acknowledges  that legal
counsel  participated  in  the  preparation  of  this  Warrant  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
Warrant to favor any party against the other party.



                                       7
<PAGE>


                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK;
                            SIGNATURE PAGE FOLLOWS.]








                                       8
<PAGE>


         IN WITNESS  WHEREOF,  the Company has  executed  this Warrant as of the
date first written above.


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


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







                                       9
<PAGE>


                                    EXHIBIT A

                              FORM OF SUBSCRIPTION
                   (To Be Signed Only On Exercise Of Warrant)


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


         Attention:  Chief Financial Officer

         The  undersigned,  pursuant to the provisions set forth in the attached
Warrant (No.____), hereby irrevocably elects to purchase (check applicable box):

____________      _______ shares of the Common Stock covered by such Warrant; or

____________      the maximum  number of shares of Common Stock  covered by such
                  Warrant pursuant to the cashless exercise  procedure set forth
                  in Section 2.

         The  undersigned  herewith makes payment of the full Exercise Price for
such  shares  at the  price per share  provided  for in such  Warrant,  which is
$___________. Such payment takes the form of (check applicable box or boxes):

____________      $__________ in lawful money of the United States; and/or

____________      the cancellation of such portion of the attached Warrant as is
                  exercisable  for a total of  _______  shares of  Common  Stock
                  (using a Fair Market  Value of $_______ per share for purposes
                  of this calculation); and/or

____________      the  cancellation  of such number of shares of Common Stock as
                  is  necessary,  in  accordance  with the  formula set forth in
                  Section  2.2, to exercise  this  Warrant  with  respect to the
                  maximum number of shares of Common Stock purchasable  pursuant
                  to the cashless exercise procedure set forth in Section 2.

         The  undersigned  requests  that the  certificates  for such  shares be
issued in the name of, and delivered to  _______________________________________
whose address is _____________________________________________________________ .

         The  undersigned  represents  and warrants that all offers and sales by
the  undersigned of the securities  issuable upon exercise of the within Warrant
shall be made pursuant to  registration of the Common Stock under the Securities
Act of 1933, as amended (the "Securities  Act") or pursuant to an exemption from
registration under the Securities Act.

Dated:
        ----------------------   ---------------------------------------------
                                 (Signature must conform to name of holder as
                                 specified on the face of the Warrant)

                                 Address:
                                         -------------------------------------

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




                                      A-1
<PAGE>


                                    EXHIBIT B

                         FORM OF TRANSFEROR ENDORSEMENT
                   (To Be Signed Only On Transfer Of Warrant)

         For  value  received,   the  undersigned  hereby  sells,  assigns,  and
transfers  unto the person(s)  named below under the heading  "Transferees"  the
right represented by the within Warrant to purchase the percentage and number of
shares of Common Stock of  Ventures-National  Incorporated  d/b/a Titan  General
Holdings,  Inc.  into  which the  within  Warrant  relates  specified  under the
headings  "Percentage  Transferred"  and  "Number  Transferred,"   respectively,
opposite the name(s) of such person(s) and appoints each such person Attorney to
transfer its  respective  right on the books of  Ventures-National  Incorporated
d/b/a  Titan  General  Holdings,  Inc.  with full power of  substitution  in the
premises.

                                                  Percentage         Number
Transferees             Address                   Transferred      Transferred
-----------             -------                   -----------      -----------

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


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


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


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


Dated:
        ----------------------   ---------------------------------------------
                                 (Signature must conform to name of holder as
                                 specified on the face of the Warrant)

                                 Address:
                                         -------------------------------------

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


                                 SIGNED IN THE PRESENCE OF:


                                 ---------------------------------------------
                                                     (Name)

ACCEPTED AND AGREED:
[TRANSFEREE]



--------------------------------------
                (Name)





                                      B-1