EXECUTION VERSION
SETTLEMENT AGREEMENT
This Settlement Agreement made as of February 4, 2004 by and among
Ventures-National Incorporated d/b/a Titan General Holdings Inc., a Utah
corporation (the "Company"), Irrevocable Children's Trust (the "Trust") and
Andrew Glashow, an individual residing at ___________________ ("Glashow").
WHEREAS, Glashow was employed by the Company as its President pursuant
to an employment agreement dated July 29, 2003, and as a Director, for which
services he was entitled to receive certain compensation and benefits;
WHEREAS, effective January 31, 2004, Glashow resigned as an executive
officer of the Company and each of its subsidiaries and effective February 4,
2004, he resigned as a Director of the Company and each of its subsidiaries;
WHEREAS, pursuant to an oral agreement between the Trust and Glashow,
the Trust has agreed to deliver 350,000 shares (the "Trust Shares") of common
stock, par value $0.001 per share, of the Company ("Common Stock") to Glashow
upon surrender by Glashow, at his sole option on or prior to December 31, 2005,
to the Trust for cancellation of the warrant (the "Glashow Warrant") to purchase
1.0 million shares of Common Stock; and
WHEREAS, in connection with such resignations, the parties desire to
settle all amounts outstanding under the Employment Agreement and confirm their
obligations in respect of the Trust Shares and the Glashow Warrant.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, the parties agree as follows:
1. PAYMENTS. In full satisfaction of all amounts owing and unpaid by the
Company to Glashow as of the date of this Agreement:
(i) the Company agrees to pay Glashow an aggregate of $50,000 in
cash, payable in 6 equal monthly installments of $8,333.33 per
month commencing February 20, 2004; and
(ii) the Trust agrees to deliver the Trust Shares, free and clear
of any liens or encumbrances (other than applicable securities
law restrictions) to Glashow upon surrender by Glashow of the
Glashow Warrant free and clear of all liens and encumbrances,
on or prior to December 31, 2005.
2. NO SETOFF. The obligation of the Company and the Trust to make the
respective payments or deliveries (as the case may be) provided for in
this Agreement, are absolute and unconditional and not subject to any
defense, set-off, counterclaim, rescission, recoupment, or adjustment
whatsoever.
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3. ATTORNEY FEES. Each party shall pay his or its own attorneys' fees,
costs and expenses related to this Agreement.
4. EFFECTIVENESS. This Agreement shall become effective upon the execution
and delivery by the parties hereto.
5. NOTICES. Unless otherwise provided herein, all notices, requests and
demands to or upon the respective parties hereto to be effective shall
be in writing (including by telecopy) and, unless otherwise expressly
provided herein, shall be deemed to have been duly given or made when
delivered, or three business days after being deposited in the mail,
postage prepaid, or, in the case of telecopy notice, when received,
addressed as set forth on the signature pages hereof or to such other
address as may be hereafter notified by the respective parties hereto.
6. AMENDMENTS AND WAIVERS. No provision hereof shall be modified, altered
or limited except pursuant to a written instrument executed by the
parties hereto.
7. SEVERABILITY. In the event that any court of competent jurisdiction
shall determine that any provision, or any portion thereof, contained
in this Agreement shall be unreasonable or unenforceable in any
respect, then such provision shall be deemed limited to the extent that
such court deems it reasonable and enforceable, and as so limited shall
remain in full force and effect. In the event that such court shall
deem any such provision, or portion thereof, wholly unenforceable, the
remaining provisions of this Agreement shall nevertheless remain in
full force and effect.
8. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an
original and all of which shall together constitute one and the same
agreement.
9. CAPTIONS. The captions of the Sections of this Agreement have been
inserted for convenience only and shall not in any way affect the
meaning or construction of any provision of this Agreement.
10. SUBMISSION TO JURISDICTION. Each of the parties hereto irrevocably
agrees that any legal action or proceeding with respect to each
Settlement Document or for recognition and enforcement of any judgment
in respect hereof brought by any other party hereto or its successors
or assigns may be brought and determined in the courts of the State of
New York, and each party hereto hereby irrevocably submits with regard
to any such action or proceeding for itself and with respect to its
property, generally and unconditionally, to the nonexclusive
jurisdiction of the aforesaid courts.
11. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.
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IN WITNESS WHEREOF the parties hereto or an officer thereof duly
authorized have executed this Agreement as of the day and date first set forth
above.
/s/ ANDREW GLASHOW
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Andrew Glashow
VENTURES-NATIONAL INCORPORATED
By: /s/ KENNETH L. SHIRLEY
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Name: Kenneth L Shirley
Title: President and Chief Executive Officer
IRREVOCABLE CHILDREN'S TRUST
By: /s/ DAVID M. MARKS
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Name: David Marks
Title: Trustee