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.





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                  (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

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