Exhibit 10.63


                          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 Securities  Purchase  Agreement,
dated as of the date hereof,  by and between the  Purchaser and the Company (the
"Securities  Purchase  Agreement"),  and  pursuant to the Note 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 Securities  Purchase  Agreement  shall have the meanings
given  such  terms  in the  Securities  Purchase  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 date
hereof.

                  "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  the   Registration
Statement required to be filed hereunder,  a date no later than thirty (30) days
following  the date  upon  which  the  principal  amount of the Term Loan to the
Company  in  original  principal  amount of  $2,100,000  has been  funded to the
Company.

                  "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).

                  "NOTE" has the  meaning set forth in the  Securities  Purchase
Agreement.

                  "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.

<PAGE>


                  "PROSPECTUS" means the prospectus included in the 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 the 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  Note and  issuable  upon  exercise  of the
Warrants.

                  "REGISTRATION  STATEMENT"  means each  registration  statement
required  to be  filed  hereunder,  including  the  Prospectus,  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.

                  "SECURITIES  PURCHASE  AGREEMENT" means the agreement  between
the parties  hereto  calling for the  issuance by the Company of  $2,100,000  of
convertible Notes plus Warrants.

                  "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 Securities Purchase Agreement.

         2.  REGISTRATION.

                  (a) On or prior to the Filing Date the Company  shall  prepare
         and file with the  Commission  a  Registration  Statement  covering the
         Registrable Securities for an offering to be made on a continuous basis
         pursuant to Rule 415. The Registration Statement shall



                                       2
<PAGE>


         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  the  Registration  Statement  to  become  effective  and  remain
         effective  as provided  herein.  The Company  shall use its  reasonable
         commercial  efforts to cause the 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 keep the
         Registration  Statement continuously effective under the Securities Act
         until the date which is the  earlier  date of when (i) all  Registrable
         Securities  have been sold or (ii) all  Registrable  Securities  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 (the "Effectiveness Period").

                  (b) If:  (i) the  Registration  Statement  is not  filed on or
         prior to the  Filing  Date;  (ii)  the  Registration  Statement  is not
         declared  effective by the Commission by the Effectiveness  Date; (iii)
         after the Registration  Statement is filed with and declared  effective
         by the Commission,  the  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  (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  the   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 1.0% for each  thirty (30) day
         period  (prorated for partial periods) on a daily basis of the original
         principal  amount  of  the  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.

         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  the  Registration
         Statement  with  respect  to such  Registrable  Securities,  respond as
         promptly as possible to any comments



                                       3
<PAGE>


         received  from the  Commission,  and use its best  efforts to cause the
         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 the  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 the  Registration  Statement and to
         keep such Registration  Statement effective until the expiration of the
         Effectiveness Period;

                  (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 the Registration Statement;

                  (d) use its  commercially  reasonable  efforts to  register or
         qualify  the  Purchaser's   Registrable   Securities   covered  by  the
         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  the
         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.

         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



                                       4
<PAGE>


transfer agents and registrars,  reasonable fees of, and disbursements  incurred
by, one counsel for the Holders (to the extent such  counsel is required  due to
the  Company's  failure to meet any of its  obligations  hereunder),  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 all
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
         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



                                       5
<PAGE>


         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



                                       6
<PAGE>


         for which  indemnification  is provided under this Section 5; then, 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 Registration  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
         Schedule 4.21 to the  Securities  Purchase  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 OTCBB and
         satisfies all requirements  for the  continuation of such listing.  The
         Company  has not  received  any notice  that its  Common  Stock will be
         delisted from the OTCBB (except for prior notices which have been fully
         remedied) or that the Common Stock does not meet all  requirements  for
         the continuation of such listing.



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<PAGE>


                  (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  Securities  Purchase  Agreement  to  be
         integrated  with prior  offerings  by the Company  for  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 Securities to be integrated  with other
         offerings.

                  (d) The  Warrants,  the Note and the  shares of  Common  Stock
         which the Purchaser  may acquire  pursuant to the Warrants and the Note
         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 the Note and the exercise of
         the  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 the 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 and to the extent
         specified in SCHEDULE  7(b) hereto,  neither the Company nor any of its
         security holders (other than the



                                       8
<PAGE>


         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.

                  (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 the 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  the
         Effectiveness Period there is not an effective  Registration  Statement
         covering all of the Registrable Securities



                                       9
<PAGE>


         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 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  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, Federal Express or
         other national overnight next day carrier (collectively,  "Courier") 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, in the case of a Courier, the next business day following
         timely delivery of the package with the Courier,  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:




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<PAGE>


                                         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: 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  Security  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



                                       11
<PAGE>


         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 a Related Agreements , 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.

                  (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 INCORPORTED
D/B/A TITAN GENERAL HOLDINGS, INC.       LAURUS MASTER FUND, LTD.


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

                                         ADDRESS FOR NOTICES:

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







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