August 30, 2002

Ventures-National Incorporated
1855 Norman Avenue
Santa Clara, California 95054-2029
Attention: Chief Executive Officer

Dear Sir:

       The undersigned, Ohio Investors of Wisconsin LLC, hereby irrevocably
agrees to convert $1,741,146 of outstanding indebtedness (the "Debt") owed to
it by Titan EMS, Inc., a Delaware company ("Titan"), and a wholly owned
subsidiary of Ventures-National Incorporated (the "Company") into 1,160,764
shares (the "Shares") of common stock, par value $0.001 per share, of the
Company, representing a price per share of $1.50 and hereby agrees that, upon
the issuance of a share certificate by the Company representing the Shares,
that the Debt shall be fully satisfied.

       The undersigned hereby represents and warrants that:

       (a)  The undersigned has received, read carefully and understands the
Confidential Information Statement relating to the contemplated acquisition by
merger of Titan by the Company.

       (b)  The Company has made available to the undersigned, during the
course of this transaction and prior to its purchase of the Shares, the
opportunity to ask questions of and receive answers from the Company
concerning the Company and the proposed investment in the Shares, and to
obtain any information relative to the financial data and business of the
Company, to the extent that the Company possesses such information or can
acquire it without unreasonable effort or expense, and all such questions, if
asked, have been answered satisfactorily and all such documents, if examined,
have been found to be fully satisfactory.

       (c)  The undersigned is acquiring the Shares solely for the
undersigned's own account and does not have any contract, undertaking,
agreement or arrangement with any person to sell, transfer or grant a
participation with respect to the Shares which may be acquired by the
undersigned, and the undersigned has no present plans to enter into any such
contract, undertaking, agreement or arrangement.

       (d)  The undersigned has evaluated the risks of investing in the
Shares, and has determined that the Shares are a suitable investment for the
undersigned, and the purchase of the Shares by the undersigned is consistent
with the general investment objectives thereof.  The undersigned is capable of
bearing the economic risk of the undersigned's acquisition of the Shares and
has no need for liquidity in connection with its acquisition of the Shares.

      (e)  The undersigned has such knowledge and experience in investment,
financial, business and tax matters as to enable the undersigned to evaluate
the merits and risks of an investment in the Company.  The undersigned
represents and warrants that it is an "accredited investor" within the meaning
of the Securities Act of 1933, as amended, and the regulations promulgated
thereunder.

       (f)  The undersigned understands and acknowledges that (i) the
undersigned must bear the economic risk of its investment in the Shares; (ii)
the Shares have not been registered under the United States Securities Act of
1933, as amended (the "Securities Act"), or under the applicable securities
laws of any state or other jurisdiction and are being offered and sold in
reliance upon exemptions provided in the Securities Act and state securities
laws for transactions not involving any public offering, and, therefore,
cannot be resold or transferred unless they are subsequently registered under
the Securities Act and applicable state and foreign laws or unless an
exemption from such registration is available; (iii) the Company does not have
any obligation or intention to register the Shares for sale under the
Securities Act or any other applicable securities laws, or of supplying the
information which may be necessary to enable the undersigned to sell Shares;
(iv) the undersigned has no right to require the registration of the Shares
under the Securities Act or under state or other applicable securities laws;
(v) the undersigned is acquiring the Shares for investment purposes only for
the account of the undersigned and not with any view toward a distribution
thereof; (vi) there is no public or other market for the Shares, and it is not
anticipated that such a market will ever develop and the certificates
representing the Shares shall bear a standard Securities Act restrictive
legend; (vii) any disposition of the Shares may result in unfavorable tax
consequences to the undersigned; and (viii) the undersigned agrees not to
resell or otherwise dispose of all or any part of the Shares purchased by the
undersigned, except as permitted by law, including, without limitation, any
regulations under the Securities Act or other applicable securities laws.

                                     Very truly yours,
                                     Ohio Investors of Wisconsin LLC
                                     By Irrevocable Children's Trust,
                                     Member

                                     By:  /s/ David Marks
                                     Name:  David Marks
                                     Title:  Trustee