Exhibit 10.61


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


                              CONVERTIBLE TERM NOTE

         FOR VALUE RECEIVED, VENTURES-NATIONAL INCORPORATED (D/B/A TITAN GENERAL
HOLDINGS, INC.), a Utah corporation (the "BORROWER"),  hereby promises to pay to
LAURUS MASTER FUND, LTD., c/o Ironshore  Corporate  Services Ltd., P.O. Box 1234
G.T.,  Queensgate House, South Church Street, Grand Cayman, Cayman Islands, Fax:
345-949-9877 (the "HOLDER") or its registered assigns or successors in interest,
on order,  the sum of TWO  MILLION ONE HUNDRED  THOUSAND  DOLLARS  ($2,100,000),
together with any accrued and unpaid interest hereon,  on November 20, 2006 (the
"MATURITY DATE") if not sooner paid.

         Capitalized  terms  used  herein  without  definition  shall  have  the
meanings ascribed to such terms in that certain  Securities  Purchase  Agreement
dated as of the date hereof  between the Borrower and the Holder (the  "PURCHASE
AGREEMENT").

The following terms shall apply to this Note:

                                    ARTICLE I
                             INTEREST & AMORTIZATION

         1.1  INTEREST  RATE AND  PAYMENT.  (a) Subject to Sections  4.9 and 5.6
hereof,  interest  payable  on this Note  shall  accrue at a rate per annum (the
"Interest  Rate") equal to the "prime rate" published in THE WALL STREET JOURNAL
from time to time, plus three percent (3%). The prime rate shall be increased or
decreased as the case may be for each  increase or decrease in the prime rate in
an amount equal to such  increase or decrease in the prime rate;  each change to
be effective as of the day of the change in such rate.  Subject to adjustment as
set forth in Section  1.1(b),  in no event shall the Interest  Rate will be less
than  seven  percent  (7.00%).  Interest  shall be  payable  monthly  in arrears
commencing  on December 1, 2003, on the first day of each  consecutive  calendar
month thereafter (each, a "REPAYMENT  DATE"),  and on the Maturity Date, whether
by acceleration or otherwise.

         1.1 (b) On the  last  business  day of  each  month  hereafter  (each a
"DETERMINATION  DATE"), the Interest Rate shall be adjusted:  if (i) the Company
shall have  registered the shares of the Company's  common stock  underlying the
conversion  of this  Note and that  certain  warrant  of even date  herewith  to
purchase  up to  350,000  shares  of  Common  Stock  issued  to the  Holder on a
registration  statement  declared  effective  by the SEC , and (ii)  the  volume
weighted average price of the Common Stock as reported by Bloomberg, L.P. on the
principal market for the 10 trading days  immediately  preceding


<PAGE>


a Determination  Date exceeds the then applicable Fixed Conversion Price in such
percentages as outlined in the table below, the Interest Rate for the succeeding
calendar month shall automatically be adjusted as follows:

--------------------------------------------------------------------------------
100% or less of Applicable Fixed Conversion
Price                                              Interest Rate
--------------------------------------------------------------------------------
125% of the applicable Fixed Conversion Price      Interest Rate minus 0.25%
--------------------------------------------------------------------------------
150% of the applicable Fixed Conversion Price      Interest Rate minus 0.50%
--------------------------------------------------------------------------------
175% of the applicable Fixed Conversion Price      Interest  Rate minus 0.75%;
--------------------------------------------------------------------------------

                  And thereafter, for each 25% incremental increase in the Fixed
Conversion  Price, the Interest Rate will be  correspondingly  reduced by twenty
five (25) basis points,  PROVIDED,  HOWEVER,  that in no event will the Interest
Rate hereunder be reduced to less than 0.00%.

         1.2 MINIMUM  MONTHLY  PRINCIPAL  PAYMENTS.  Amortizing  payments of the
aggregate  principal  amount  outstanding  under  this  Note  at any  time  (the
"PRINCIPAL AMOUNT") shall begin on February 1, 2004 and shall recur on the first
calendar day of each succeeding  month thereafter until the Maturity Date (each,
an "AMORTIZATION  DATE").  Subject to Section 3.4 below,  beginning on the first
Amortization  Date,  the Borrower  shall make monthly  payments to the Holder on
each Repayment Date, each in the amount of $63,636.36, together with any accrued
and unpaid interest to date on such portion of the Principal Amount plus any and
all other  amounts  which are then owing  under this Note but have not been paid
(collectively, the "MONTHLY AMOUNT").

                                   ARTICLE II
                            BORROWER PAYMENT OPTIONS

         2.1 (a) PAYMENT OF MONTHLY  AMOUNT IN CASH OR COMMON STOCK.  Subject to
the terms hereof,  the Borrower shall have the sole option to determine  whether
to satisfy  payment of the Monthly  Amount on each Repayment Date either in cash
or in shares of  Common  Stock (as  defined  in the  Purchase  Agreement),  or a
combination  of both.  Each  month by the tenth  (10th) day of such  month,  the
Borrower shall deliver to the Holder a written irrevocable notice in the form of
Exhibit B attached hereto electing to pay the Monthly Amount payable on the next
Repayment Date in either cash or Common Stock, or a combination of both (each, a
"REPAYMENT  ELECTION  NOTICE")  (the date by which such notice is required to be
given  being  hereinafter  referred  to as the  "NOTICE  DATE").  If a Repayment
Election Notice is not delivered to the Holder by the applicable Notice Date for
such Repayment Date, then the Monthly Amount due on such Repayment Date shall be
paid in cash.  Any  portion of the  Monthly  Amount  paid in cash on a Repayment
Date,  shall be paid to the Holder an amount equal to (x) 103% of the  principal
portion of the  Monthly  Amount  plus (y) any  accrued  and unpaid  interest  in
satisfaction of such obligation.  If the Borrower repays all or a portion of the
Monthly Amount in shares of Common Stock, the number of such shares to be issued
for such  Repayment  Date shall be the number  determined  by  dividing  (x) the
portion of the Monthly  Amount to be paid in shares of Common Stock,  by (y) the
Fixed Conversion Price. For purposes hereof,  the "FIXED CONVERSION PRICE" means
$0.77.



                                       2
<PAGE>


         (b) MONTHLY AMOUNT COMMON STOCK PAYMENT GUIDELINES. Subject to Sections
2.1(a) and 2.2 hereof,  if the  Borrower  has elected to pay all or a portion of
the Monthly  Amount due on such Repayment Date in shares of Common Stock and the
closing  price of the  Common  Stock  as  reported  by  Bloomberg,  L.P.  on the
Principal  Market (as  defined in Section  4.7  hereof)  for any of the ten (10)
trading  days  preceding  a  Repayment  Date was  less  than  110% of the  Fixed
Conversion Price,  then the Borrower shall pay in cash instead.  Any part of the
Monthly Amount due on such Repayment Date that the Borrower did not elect to pay
in  shares  of  Common  Stock  shall  be  paid by the  Borrower  in cash on such
Repayment  Date. Any part of the Monthly Amount due on such Repayment Date which
the Borrower  elected to pay in shares of Common Stock but which must be paid in
cash (as a result of the closing price of the Common Stock on one or more of the
five (5) trading days preceding the applicable Repayment Date was less than 110%
of the Fixed  Conversion  Price) shall be paid within  three (3)  business  days
following the applicable Repayment Date.

         2.2 NO EFFECTIVE REGISTRATION. Notwithstanding anything to the contrary
herein,  the Borrower shall not repay any part of its  obligations to the Holder
hereunder  in Common  Stock if (i)  there  fails to exist an  effective  current
Registration Statement (as defined in the Registration Rights Agreement covering
the shares of Common Stock to be issued in connection with such payment, or (ii)
an Event of Default  hereunder  exists and is  continuing,  unless such Event of
Default is cured within any  applicable  cure period or is  otherwise  waived in
writing by the Holder in whole or in part at the Holder's option.

         2.3  OPTIONAL  PREPAYMENTS  IN COMMON  STOCK.  Subject to  Section  2.2
hereof, if the average closing price of the Common Stock on the Principal Market
is greater than 110% of the Fixed Conversion Price for a period of at least five
(5) consecutive trading days, then the Borrower may, at its sole option, provide
the Holder written notice (a "PREPAYMENT CALL NOTICE")  requiring the conversion
at the  then  applicable  Fixed  Conversion  Price  of all or a  portion  of the
outstanding principal, interest and fees outstanding under this Note (subject to
compliance  with Section 2.3 and 3.2),  together  with  accrued  interest on the
amount being prepaid,  as of the date set forth in such  Prepayment  Call Notice
(the  "PREPAYMENT  CALL DATE").  The Prepayment  Call Date shall be at least ten
(10) trading  days  following  the date of the  Prepayment  Call Notice.  On the
Prepayment  Call Date,  the Borrower  shall  deliver to the Holder  certificates
evidencing  the shares of Common Stock issued in  satisfaction  of the principal
and interest being prepaid.  Notwithstanding the foregoing, the Borrower's right
to issue shares of Common Stock in satisfaction  of its  obligations  under this
Note  shall be  subject  to the  limitation  that the number of shares of Common
Stock issued in connection  with any Prepayment Call Notice shall not exceed 25%
of the  aggregate  dollar  trading  volume of the Common  Stock for the ten (10)
trading days  immediately  preceding the Prepayment Call Date (as such volume is
reported by Bloomberg  L.P.).  If the price of the Common Stock falls below 110%
of the then applicable  Fixed  Conversion  Price during the ten (10) trading day
period immediately preceding the Prepayment Call Date, then the Holder will then
be required to convert  only such amount of the Note as shall equal  twenty five
percent (25%) of the aggregate dollar trading volume (as such volume is reported
by Bloomberg  L.P.) for each day that the Common Stock has exceeded  110% of the
then applicable Fixed Conversion Price.

         The  Borrower  shall not be  permitted to give the Holder more than one
Prepayment Call Notice under this Note during any 22-day period.



                                       3
<PAGE>


         Any  principal  amount of this Note which is prepaid  pursuant  to this
Section  2.3 shall be deemed to  constitute  payments of  outstanding  principal
applying to Monthly Amounts for the remaining  Repayment Dates in  chronological
order.

         2.4 OPTIONAL  REDEMPTION IN CASH.  The Borrower will have the option of
prepaying this Note in full  ("OPTIONAL  REDEMPTION")  by paying to the Holder a
sum of money equal to one hundred fifteen percent (115%) of the principal amount
of this Note together with accrued but unpaid  interest  thereon and any and all
other sums due,  accrued or payable to the Holder arising under this Note or the
Purchase  Agreement  or  any  Related  Document  (as  defined  in  the  Purchase
Agreement) (the  "REDEMPTION  AMOUNT")  outstanding on the day written notice of
redemption (the "NOTICE OF REDEMPTION") is given to the Holder,  which Notice of
Redemption shall specify the date for such Optional  Redemption (the "REDEMPTION
PAYMENT  DATE").  A Notice of Redemption  shall not be effective with respect to
any portion of this Note for which the Holder has a pending  election to convert
pursuant to Section 3.1 and the Redemption Amount shall be determined as if such
election  to convert  had been  completed  immediately  prior to the date of the
Notice of Redemption.  The Redemption Payment Date shall not be earlier than the
day after the date of the Notice of Redemption and not later than seven (7) days
after the date of the Notice of Redemption.  On the Redemption Payment Date, the
Redemption  Amount  must be paid in good funds to the  Holder.  In the event the
Borrower fails to pay the Redemption Amount by the Redemption Payment Date, then
such Redemption Notice will be null and void.


                                   ARTICLE III
                                CONVERSION RIGHTS

         3.1. HOLDER'S  CONVERSION  RIGHTS. The Holder shall have the right, but
not  the  obligation,  to  convert  all or any  portion  of the  then  aggregate
outstanding  principal amount of this Note,  together with interest and fees due
hereon,  into shares of Common  Stock  subject to the terms and  conditions  set
forth in this Article III. The Holder may exercise such right by delivery to the
Borrower of a written  notice of  conversion  not less than one (1) day prior to
the date upon  which  such  conversion  shall  occur.  The date upon  which such
conversion shall occur is the "CONVERSION DATE".

         3.2 CONVERSION LIMITATION. Notwithstanding anything contained herein to
the contrary,  the Holder shall not be entitled to convert pursuant to the terms
of this Note an amount that would be convertible  into that number of Conversion
Shares which would exceed the difference  between the number of shares of Common
Stock  beneficially  owned by such Holder or issuable  upon exercise of warrants
held by such Holder and 4.99% of the  outstanding  shares of Common Stock of the
Borrower.  For the purposes of the immediately  preceding  sentence,  beneficial
ownership  shall be determined in accordance  with Section 13(d) of the Exchange
Act and Regulation  13d-3  thereunder.  The Holder may void the Conversion Share
limitation  described  in this  Section  3.2 upon 75 days  prior  notice  to the
Borrower or without any notice requirement upon an Event of Default.

         3.3 MECHANICS OF HOLDER'S CONVERSION.  (a) In the event that the Holder
elects to convert this Note into Common  Stock,  the Holder shall give notice of
such  election by  delivering  an executed and  completed  notice of  conversion
("NOTICE OF CONVERSION") to the Borrower and such



                                       4
<PAGE>


Notice of  Conversion  shall  provide a breakdown  in  reasonable  detail of the
Principal Amount, accrued interest and fees being converted.  On each Conversion
Date (as  hereinafter  defined) and in accordance with its Notice of Conversion,
the Holder shall make the appropriate reduction to the Principal Amount, accrued
interest  and fees as entered in its records and shall  provide  written  notice
thereof to the Borrower within two (2) business days after Conversion Date. Each
date on which a Notice of  Conversion is delivered or telecopied to the Borrower
in accordance with the provisions  hereof shall be deemed a Conversion Date (the
"CONVERSION  DATE"). A form of Notice of Conversion to be employed by the Holder
is annexed hereto as Exhibit A.

         (b)  Pursuant to the terms of the Notice of  Conversion,  the  Borrower
will issue  instructions  to the  transfer  agent  accompanied  by an opinion of
counsel  within one (1)  business day of the date of the delivery to Borrower of
the  Notice  of  Conversion  and,  if the  transfer  agent is a  participant  in
Depository  Trust  Corporation,  shall cause the transfer  agent to transmit the
certificates  representing the Conversion  Shares to the Holder by crediting the
account of the Holder's  designated broker with the Depository Trust Corporation
("DTC") through its Deposit  Withdrawal Agent Commission  ("DWAC") system within
three  (3)  business  days  after  receipt  by the  Borrower  of the  Notice  of
Conversion  (the "DELIVERY  DATE").  In the event that the transfer agent is not
such a  participant,  the Borrower shall use best efforts to cause a certificate
representing  the  Conversion  Shares to be delivered to the Holder within three
(3) business days. Unless the transfer books of the Borrower should otherwise be
closed (solely as required by applicable  securities  law or the  regulations of
the Principal  Market) at the time of the receipt of such Notice of  Conversion,
in the case of the  exercise  of the  conversion  rights  set forth  herein  the
conversion  privilege  shall be deemed to have been exercised and the Conversion
Shares  issuable upon such  conversion  shall be deemed to have been issued upon
the date of receipt by the  Borrower  of the  Notice of  Conversion.  The Holder
shall be treated  for all  purposes as the record  holder of such Common  Stock,
unless the Holder provides the Borrower written instructions to the contrary. In
the event that the transfer books of the Borrower should be so closed (solely as
required  by  applicable  securities  law or the  regulations  of the  Principal
Market),  the Holder shall be deemed to hold the Conversion Shares commencing on
the first date upon which such transfer books are again open.

         3.4      CONVERSION MECHANICS.

         (a) The  number  of  shares  of  Common  Stock to be  issued  upon each
conversion  of this Note shall be  determined  by dividing  that  portion of the
principal and interest and fees to be converted,  if any, by the then applicable
Fixed Conversion Price. In the event of any conversions of outstanding principal
amount under this Note in part  pursuant to this Article III,  such  conversions
shall be  deemed to  constitute  conversions  of  outstanding  principal  amount
applying to Monthly Amounts for the remaining  Repayment Dates in  chronological
order.  By way of  example,  if the  original  principal  amount of this Note is
$2,100,000 and the Holder converted  $100,000 of such original  principal amount
prior to the first Repayment Date, then (1) the principal  amount of the Monthly
Amount due on the first  subsequent  Repayment  Date would equal $0.00,  (2) the
principal  amount of the Monthly Amount due on the second  subsequent  Repayment
Date would equal  $27,272.72 and (3) the principal  amount of the Monthly Amount
due on the third subsequent Repayment Dates would be $63,636.36.



                                       5
<PAGE>


         (b) The Fixed  Conversion  Price and number and kind of shares or other
securities to be issued upon  conversion  is subject to adjustment  from time to
time upon the occurrence of certain events, as follows:

         A. STOCK SPLITS,  COMBINATIONS  AND DIVIDENDS.  If the shares of Common
Stock are  subdivided or combined into a greater or smaller  number of shares of
Common  Stock,  or if a dividend is paid on the Common Stock in shares of Common
Stock, the Fixed  Conversion Price or the Conversion  Price, as the case may be,
shall be  proportionately  reduced  in case of  subdivision  of  shares or stock
dividend or  proportionately  increased in the case of combination of shares, in
each  such case by the ratio  which the total  number of shares of Common  Stock
outstanding  immediately after such event bears to the total number of shares of
Common Stock outstanding immediately prior to such event.

         B. During the period the  conversion  right  exists,  the Borrower will
reserve from its  authorized  and unissued  Common Stock a sufficient  number of
shares to provide for the issuance of Common Stock upon the full  conversion  of
this Note. The Borrower represents that upon issuance,  such shares will be duly
and validly issued, fully paid and non-assessable.  The Borrower agrees that its
issuance of this Note shall  constitute full authority to its officers,  agents,
and transfer agents who are charged with the duty of executing and issuing stock
certificates  to  execute  and issue the  necessary  certificates  for shares of
Common Stock upon the conversion of this Note.

         C. SHARE  ISSUANCES.  Subject to the provisions of this Section 3.4, if
the Borrower  shall at any time prior to the  conversion or repayment in full of
the Principal Amount issue any shares of Common Stock to a person other than the
Holder  (except  (i)  pursuant to  Subsections  A or B above;  (ii)  pursuant to
options,  warrants, or other obligations to issue shares outstanding on the date
hereof as disclosed to Holder in writing;  or (iii) pursuant to options that may
be issued under any employee  incentive  stock option and/or any qualified stock
option plan adopted by the Borrower) for a  consideration  per share (the "Offer
Price")  less  than the  Fixed  Conversion  Price in  effect at the time of such
issuance,  then the Fixed  Conversion  Price shall be immediately  reset to such
lower Offer  Price.  For  purposes  hereof,  the issuance of any security of the
Borrower  convertible into or exercisable or exchangeable for Common Stock shall
result in an adjustment to the Fixed Conversion Price at the time of issuance of
such securities.

         D.  RECLASSIFICATION,  ETC.  If the  Borrower  at any  time  shall,  by
reclassification  or  otherwise,  change  the  Common  Stock  into the same or a
different  number of  securities  of any class or classes,  this Note, as to the
unpaid Principal Amount and accrued interest thereon, shall thereafter be deemed
to evidence the right to purchase an adjusted number of such securities and kind
of  securities  as would have been  issuable  as the result of such  change with
respect to the Common Stock immediately prior to such  reclassification or other
change.

         3.5 ISSUANCE OF NEW NOTE.  Upon any partial  conversion of this Note, a
new Note  containing  the same date and  provisions  of this Note shall,  at the
request of the Holder, be issued by the Borrower to the Holder for the principal
balance of this Note and interest  which shall not have been  converted or paid.
The Borrower will pay no costs,  fees or any other  consideration  to the Holder
for the production and issuance of a new Note.



                                       6
<PAGE>


                                   ARTICLE IV
                                EVENTS OF DEFAULT

         If an Event of Default (as defined below) occurs and is continuing, the
Borrower's rights under Sections 2.1, 2.3 and 2.4 shall immediately cease and be
of no further effect until such time as the Event of Default has been cured,  or
has been waived by the Holder.  Upon the occurrence and  continuance of an Event
of Default beyond any applicable  grace period,  the Holder may make all sums of
principal,  interest and other fees then  remaining  unpaid hereon and all other
amounts  payable  hereunder due and payable  within five business (5) days after
written notice from Holder to Borrower (each  occurrence being a "DEFAULT NOTICE
PERIOD"). In the event of such an acceleration,  the amount due and owing to the
Holder  shall be 125% of the  outstanding  principal  amount  of the Note  (plus
accrued and unpaid  interest and fees, if any). If, with respect to any Event of
Default other than a payment default described in Section 4.1 below,  within the
Default  Notice  Period the  Borrower  cures the Event of Default,  the Event of
Default  will be deemed to no longer exist and any rights and remedies of Holder
pertaining to such Event of Default will be of no further force or effect.

         The occurrence of any of the following events is an "EVENT OF DEFAULT":

         4.1 FAILURE TO PAY  PRINCIPAL,  INTEREST OR OTHER  FEES.  The  Borrower
fails to pay when due any  installment  of  principal,  interest  or other  fees
hereon in accordance herewith,  or the Borrower fails to pay when due any amount
due under any other promissory note issued by Borrower.

         4.2 BREACH OF COVENANT.  The Borrower breaches any material covenant or
other term or condition  of this Note or the Purchase  Agreement in any material
respect and such breach,  if subject to cure,  continues  for a period of thirty
(30) days after the occurrence thereof.

         4.3   BREACH  OF   REPRESENTATIONS   AND   WARRANTIES.   Any   material
representation  or  warranty  of the  Borrower  made  herein,  in  the  Purchase
Agreement,  or in any Related  Document (as defined in the  Purchase  Agreement)
shall be materially  false or misleading  and shall not be cured for a period of
ten (10) days after the occurrence thereof.

         4.4 RECEIVER OR TRUSTEE.  The Borrower shall make an assignment for the
benefit of creditors,  or apply for or consent to the  appointment of a receiver
or trustee for it or for a substantial part of its property or business; or such
a receiver or trustee shall otherwise be appointed.

         4.5 JUDGMENTS.  Any money judgment, writ or similar final process shall
be entered or filed  against the Borrower or any of its property or other assets
for more than $250,000,  and shall remain unvacated,  unbonded or unstayed for a
period of ninety (90) days.

         4.6 BANKRUPTCY. Bankruptcy,  insolvency,  reorganization or liquidation
proceedings  or other  proceedings or relief under any bankruptcy law or any law
for the relief of debtors shall be instituted by or against the Borrower.

         4.7 STOP TRADE.  An SEC stop trade order or  Principal  Market  trading
suspension  of the Common Stock shall be in effect for 5  consecutive  days or 5
days during a period of 10 consecutive days, excluding in all cases a suspension
of all trading on a Principal Market,  PROVIDED that the



                                       7
<PAGE>


Borrower shall not have been able to cure such trading suspension within 30 days
of the  notice  thereof or list the Common  Stock on  another  Principal  Market
within 60 days of such notice. The "Principal Market" for the Common Stock shall
include the NASD OTC Bulletin  Board,  NASDAQ SmallCap  Market,  NASDAQ National
Market System, American Stock Exchange, or New York Stock Exchange (whichever of
the  foregoing is at the time the principal  trading  exchange or market for the
Common Stock, or any securities exchange or other securities market on which the
Common Stock is then being listed or traded.

         4.8 FAILURE TO DELIVER COMMON STOCK OR REPLACEMENT NOTE. The Borrower's
failure to timely deliver Common Stock to the Holder pursuant to and in the form
required by this Note, and Section 9 of the Securities Purchase Agreement, or if
required,  a  replacement  Note if such failure to timely  deliver  Common Stock
shall not be cured within  three (3) business  days or such failure to deliver a
replacement Note is not cured within seven (7) business days.

         4.9 DEFAULT UNDER RELATED AGREEMENTS. The occurrence and continuance of
any Event of Default as defined in the Related Agreements.

         4.10 PAYMENT GRACE PERIOD. The Borrower shall have a three (3) business
day grace period to pay any monetary amounts due under this Note or the Purchase
Agreement or any Related  Document,  after which grace period a default interest
rate of five  percent  (5%) per annum above the then  applicable  interest  rate
hereunder shall apply to the monetary amounts due.

         4.11  CONVERSION  PRIVILEGES.  The  conversion  privileges set forth in
Article  III shall  remain in full  force and effect  immediately  from the date
hereof and until this Note is paid in full.

         4.12  CUMULATIVE  REMEDIES.  The  remedies  under  this  Note  shall be
cumulative.

                                    ARTICLE V
                                  MISCELLANEOUS

         5.1 FAILURE OR INDULGENCE  NOT WAIVER.  No failure or delay on the part
of the Holder hereof in the exercise of any power, right or privilege  hereunder
shall operate as a waiver thereof,  nor shall any single or partial  exercise of
any such power, right or privilege preclude other or further exercise thereof or
of any other  right,  power or  privilege.  All  rights  and  remedies  existing
hereunder  are  cumulative  to, and not  exclusive  of,  any rights or  remedies
otherwise available.

         5.2 NOTICES.  Any notice herein required or permitted to be given shall
be in writing and shall be deemed  effectively given: (a) upon personal delivery
to the party  notified,  (b) when sent by  confirmed  telex or facsimile if sent
during normal business hours of the recipient, if not, then on the next business
day,  (c) five days after  having been sent by  registered  or  certified  mail,
return receipt requested,  postage prepaid,  or (d) one day after deposit with a
nationally  recognized  overnight  courier,  specifying next day delivery,  with
written  verification  of  receipt.  All  communications  shall  be  sent to the
Borrower  at  the  address  provided  in  the  Purchase  Agreement  executed  in
connection  herewith,  with a copy to Reitler Brown LLC, 800 Third Avenue,  21st
Floor, New York, New York 10022, Attention: Robert Steven Brown, Esq., facsimile
number (212) 371-5500, and to the Holder at the address provided in the Purchase
Agreement for such Holder, with a copy to John E. Tucker,



                                       8
<PAGE>


Esq., 825 Third Avenue , 14th Floor, New York, New York 10022,  facsimile number
(212)  541-4434,  or at such  other  address as the  Borrower  or the Holder may
designate by ten days advance  written  notice to the other  parties  hereto.  A
Notice of Conversion shall be deemed given when made to the Borrower pursuant to
the Purchase Agreement.

         5.3 AMENDMENT PROVISION.  The term "Note" and all reference thereto, as
used  throughout  this  instrument,  shall mean this  instrument  as  originally
executed,  or  if  later  amended  or  supplemented,   then  as  so  amended  or
supplemented,  and any  successor  instrument  issued  pursuant  to Section  3.5
hereof, as it may be amended or supplemented.

         5.4 ASSIGNABILITY. This Note shall be binding upon the Borrower and its
successors  and  assigns,  and shall  inure to the benefit of the Holder and its
successors and assigns, and may be assigned by the Holder in accordance with the
requirements of the Purchase Agreement.

         5.5  GOVERNING  LAW.  This Note shall be governed by and  construed  in
accordance with the laws of the State of New York,  without regard to principles
of  conflicts  of laws.  Any action  brought by either  party  against the other
concerning the transactions contemplated by this Agreement shall be brought only
in the state courts of New York or in the federal  courts located in the city of
New York,  state of New York. Both parties and the individual  signing this Note
on behalf of the Borrower  agree to submit to the  jurisdiction  of such courts.
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
Note 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 unenforceability of any other provision
of this Note.  Nothing  contained  herein shall be deemed or operate to preclude
the Holder from bringing suit or taking other legal action  against the Borrower
in any other jurisdiction to collect on the Borrower's obligations to Holder, to
realize on any  collateral  or any other  security for such  obligations,  or to
enforce a judgment or other court in favor of the Holder.

         5.6  MAXIMUM  PAYMENTS.  Nothing  contained  herein  shall be deemed to
establish  or require  the  payment of a rate of  interest  or other  charges in
excess of the maximum permitted by applicable law. In the event that the rate of
interest  required  to be paid or other  charges  hereunder  exceed the  maximum
permitted by such law, any payments in excess of such maximum  shall be credited
against  amounts  owed by the  Borrower  to the Holder and thus  refunded to the
Borrower.

         5.7  SECURITY  INTEREST.  The  holder of this  Note has been  granted a
security  interest in certain  assets of the Borrower more fully  described in a
Security Agreement dated as of November 20, 2003.

         5.8  CONSTRUCTION.  Each  party  acknowledges  that its  legal  counsel
participated in the preparation of this Note 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 Note to favor any party
against the other.

         5.9 COST OF COLLECTION. If default is made in the payment of this Note,
the borrower shall



                                       9
<PAGE>


pay to Holder reasonable costs of collection,  including  reasonable  attorney's
fees.



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




                                       10
<PAGE>


         IN WITNESS  WHEREOF,  Borrower has caused this Convertible Term Note to
be signed in its name effective as of this 20th day of November, 2003.


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


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

WITNESS:


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






                                       11
<PAGE>


                                    EXHIBIT A

                              NOTICE OF CONVERSION

(To be  executed  by the Holder in order to convert all or part of the Note into
Common Stock


[Name and Address of Holder]


The Undersigned hereby elects to convert $_________ of the principal due on
[SPECIFY APPLICABLE REPAYMENT DATE] under the Convertible Term Note issued by
VENTURES-NATIONAL INCORPORATED D/B/A TITAN GENERAL HOLDINGS, INC. dated November
20, 2003 by delivery of shares of Common Stock of VENTURES-NATIONAL INCORPORATED
D/B/A TITAN GENERAL HOLDINGS, INC. on and subject to the conditions set forth in
Article II of such Note.


1.       Date of Conversion
                                 -----------------------------

2.       Shares To Be Delivered:
                                 -----------------------------


                                              By:
                                                  ------------------------------
                                              Name:
                                                    ----------------------------
                                              Title:
                                                     ---------------------------






                                       12
<PAGE>


                                    EXHIBIT B

                            REPAYMENT ELECTION NOTICE

(To be executed by the Borrower in order to pay all or part of a Monthly  Amount
with Common Stock)


[Name and Address of Holder]


VENTURES-NATIONAL  INCORPORATED D/B/A TITAN GENERAL HOLDINGS, INC. hereby elects
to pay  $_________ of the Monthly  Amount due on [specify  applicable  Repayment
Date] under the Convertible Term Note issued by  VENTURES-NATIONAL  INCORPORATED
D/B/A TITAN GENERAL HOLDINGS, INC. dated _______, 200__ by delivery of shares of
Common Stock of  VENTURES-NATIONAL  INCORPORATED  D/B/A TITAN GENERAL  HOLDINGS,
INC. on and subject to the conditions set forth in Article II of such Note.


1.   Fixed Conversion Price: $__________________

2.   Amount to be paid:      $__________________

3.   Shares To Be Delivered (line 2 divided by line 1) : __________________



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


                                              By:
                                                  ------------------------------
                                              Name:
                                                    ----------------------------
                                              Title:
                                                     ---------------------------