August 22, 2002
Ventures-National Incorporated
0000 Xxxxx 000 Xxxx, #000
Xxxx Xxxx Xxxx, Xxxx 00000
Re: Option Agreement respecting the Agreement and Plan of
Merger ("Merger Agreement"), between Ventures-National
Incorporated, a Utah corporation ("Ventures"), Titan EMS
Acquisition Corp., a Delaware corporation
("Acquisition") and a wholly owned subsidiary of
Ventures, and Titan EMS, Inc., a Delaware corporation
("Titan"), and the Consulting Agreement, dated as of
July 29, 2002, (the "Consulting Agreement") with Xxxxxx
Services, Inc., a Utah and financial consulting
corporation ("Xxxxxx Services"), and its principals,
employees and legal counsel
Gentlemen:
Whereas, pursuant to the above referenced Consulting Agreement, the
undersigned persons were issued, among other securities, 200,000 shares of
"restricted securities" that are shares of common stock of Ventures as
outlined below therein, and a copy of which is attached hereto and
incorporated herein by reference as Exhibit A; and
Whereas, subject to the satisfaction of certain conditions outlined
herein, the undersigned respectively desire to grant to Ventures an option to
repurchase these 200,000 shares on the terms and for the consideration
outlined
herein;
Now, therefore, in consideration of the mutual covenants and
agreements contained herein, and in further consideration of the Merger
Agreement and the execution and delivery of the Consulting Agreement, the
undersigned do hereby respectively agree as follows:
Provided that the common stock of Ventures that at the date hereof
is publicly traded on the OTC Electronic Bulletin Board of the National
Association of Securities Dealers, Inc. (the "NASD") or any other national
medium, including without limitation, electronic trading markets monitored by
the National Association of Securities Dealers, Inc. or a national securities
exchange on which such securities become hereafter listed during the one year
period following the Effective Time (as defined in the Merger Agreement) at an
average volume of in excess of 15,000 shares per day and a bid price of in
excess of $5.00 for 20 consecutive trading days, the undersigned hereby
respectively grants to Ventures the option to repurchase these 200,000 shares
at
a price of $7.50 per share for a period of one year from the Effective Time.
Payment in the event of exercise shall be by cash, cashiers' check
or wire transfer in exchange for duly endorsed and medallion guaranteed stock
certificates delivered in blank or with Ventures' name inserted as the
transferee.
The undersigned respectively agree that the stock certificates to
represent the 200,000 "restricted securities" that were issued under the
Consulting Agreement shall be held in escrow by Interwest Transfer Company for
a period of one year from the effective date of the Merger Agreement, or until
the options granted herein have been exercised or have expired.
Ventures agrees as further consideration for the options granted
herein that in the event Ventures effects a reverse split of its outstanding
securities at any time within 12 months of the effective date of the Merger
Agreement, Ventures guarantees to replace all of the shares of common stock of
the undersigned that are still owned by each or any of them at the time of any
such reverse split unless prior written consent is received by Ventures from
Xxxxxx Services.
At any time, and from time to time, each party will execute such
additional instruments and take such action as may be reasonably requested by
the other party to confirm or perfect title to any securities covered hereby
or otherwise to carry out the intent and purposes of this Agreement, in the
event that the options granted herein become effective and are exercised.
Any failure on the part of any party hereto to comply with any of
his or its obligations, agreements or conditions hereunder may be waived in
writing by the party to whom such compliance is owed.
Each party represents to the other party hereunder that no broker or
finder has acted for him or it in connection with this Agreement, and agrees
to indemnify and hold harmless the other party against any fee, loss or
expense arising under this Agreement out of claims by brokers or finders
employed or alleged to have been employed by him or it.
All notices and other communications hereunder shall be in writing
and shall be deemed to have been given if delivered in person or sent by
prepaid first-class registered or certified mail, return receipt requested, to
the addresses of the undersigned set forth in Exhibit, unless advised in
writing to the contrary.
This Agreement constitutes the entire agreement between the parties
and supersedes and cancels any other agreement, representation or
communication, whether oral or written, between the parties hereto relating to
the transaction contemplated herein or the subject matter hereof.
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Utah, without giving effect to
principles of conflicts of laws.
This Agreement shall inure to the benefit of, and be binding upon,
the parties hereto and their successors and assigns.
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
In the event of default hereunder by either party, the prevailing
party in any proceeding to enforce this Agreement shall be entitled to recover
attorney's fees and costs and such other damages as may have been caused by
the default of the defaulting party.
XXXXXX SERVICES, INC.
By /s/ Xxxxx X. Xxxxxx
Its President
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxxxxxx
Xxxxxxx X. Xxxxxxxxxx, Esq.
VENTURES-NATIONAL INCORPORATED
By /s/ Xxxx Xxxxxxxxxx
Its President
INTERWEST TRANSFER COMPANY
By: /s/ Xxxx Xxxxxx
Its President
