VENTURES NATIONAL INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>14
<FILENAME>ex10-12.txt
<TEXT>



August 19, 2002



Titan EMS, Inc.
1818 North Farwell Avenue
Milwaukee, Wisconsin 53202

Ventures-National Incorporated
5525 South 900 East, #110
Salt Lake City, Utah 84117

Re:       Indemnification Agreement respecting Section 5.02(n)(i)
          of the Agreement and Plan of Merger, dated as of August
          12, 2002 ("Merger Agreement"), among Ventures-National
          Incorporated, a Utah corporation ("Ventures"), Titan EMS
          Acquisition, Inc., a Delaware corporation and a wholly-
          owned subsidiary of Ventures ("Acquisition"), and Titan
          EMS, Inc., a Delaware corporation ("Titan"), and payment
          of the sum of $150,000 to Jenson Services, Inc. ("Jenson
          Services")

Gentlemen:

          At the Effective Time (as defined in the Merger Agreement), $150,000
shall be paid by Titan EMS to Jenson Services in consideration of Jenson
Services' indemnification of Ventures and Titan against any and all past
liabilities of any type or nature whatsoever of Ventures existing at the
Closing of the Merger Agreement, which will include all expenses related to
the Merger Agreement and the compromise and settlement of any amounts due and
owing to Jenson Services for advances or otherwise that were incurred by
Ventures in this respect prior to the Closing of the Merger Agreement.

          1.   Jenson Services hereby agrees to indemnify and hold Titan, its
               officers, directors, employees and agents and each person, if
               any, who controls Titan within the meaning of Section 15 of
               the Securities Act of 1933, as amended (the "Securities Act")
               or Section 20 of the Securities Exchange Act of 1934, as
               amended (the "Exchange Act"), the stockholders of Titan and,
               following the Effective Time, Ventures and all of its then
               officers, directors, employees and agents and each person, if
               any, who then controls Ventures within the meaning of Section
               15 of the Securities Act or Section 20 of the Exchange Act,
               harmless from and against the following:

                    (i)  Any and all liabilities, losses, claims, costs,
                    expenses, damages and judgments (including, without
                    limitation, any legal or other reasonable expenses
                    incurred in connection with investigating or defending
                    any matter, including any action, that could give rise
                    to such liabilities, losses, claims, costs, expenses,
                    damages and judgments and any action to enforce this
                    Letter Agreement (collectively, the "Losses") resulting
                    from or arising out of any breach of any representation,
                    warranty, or non-performance of any covenant or
                    agreement on the part of Ventures contained in the
                    Merger Agreement or in any statement or certificate
                    furnished or to be furnished by Ventures pursuant hereto
                    or in connection with the transactions contemplated by
                    the Merger Agreement;

                    (ii) Any and all losses resulting from or arising out of
                    the conduct of any business, any act or any omissions by
                    or on behalf of Ventures prior to the Effective Time; and

                    (iii) Any and all past liabilities of any type or nature
                    whatsoever of Ventures existing at the Effective Time,
                    which includes all expenses related to the Merger
                    Agreement (excluding the fees of Leonard W. Burningham,
                    Esq. which Titan has previously agreed to pay) and the
                    compromise and settlement of any amounts due and owing
                    to Jenson Services for advances or otherwise that were
                    incurred by Ventures in this respect prior to the
                    Effective Time.

          2.   In case any action shall be commenced involving any person in
               respect of which indemnity may be sought pursuant hereto (the
               "Indemnified Party"), the Indemnified Party shall promptly
               notify the person against whom such indemnity may be sought
               (the "Indemnifying Party") in writing.   A delay in giving
               notice shall only relieve the Indemnifying Party of liability
               to the extent the Indemnifying Party suffers actual prejudice
               because of the delay.  The Indemnifying Party shall have the
               right, at its option and expense, to participate in the
               defense of such a proceeding or claim, but not to control the
               defense, negotiation or settlement thereof, which control
               shall at all times rest with the Indemnified Party, unless the
               proceeding or claim involves only money damages or relates to
               a corporate restructuring, recapitalization or stock issuance
               prior to the Effective Time, not an injunction or other
               equitable relief, and unless the Indemnifying Party:

                    (i)  irrevocably acknowledges in writing complete
                    responsibility for and agrees to indemnify the
                    Indemnified Party; and

                    (ii) furnishes satisfactory evidence of the financial
                    ability to indemnify the Indemnified Party;

               in which case the Indemnifying Party may assume such control
               through counsel of its choice and at its expense, but the
               Indemnified Party shall continue to have the right to be
               represented, at its own expense, by counsel of its choice in
               connection with the defense of such a proceeding or claim.  If
               the Indemnifying Party does not assume control of the defense
               of such a proceeding or claim, (i) the entire defense of the
               proceeding or claim by the Indemnified Party, (ii) any
               settlement made by the Indemnified Party, and (iii) any
               judgment entered in the proceeding or claim shall be deemed to
               have been consented to by, and shall be binding on, the
               Indemnifying Party as fully as though it alone had assumed the
               defense thereof and a judgment had been entered in the
               proceeding or claim in the amount of such settlement or
               judgment, except that the right of the Indemnifying Party to
               contest the right of the Indemnified Party to indemnification
               under the Agreement with respect to the proceeding or claim
               shall not be extinguished.  If the Indemnifying Party does
               assume control of the defense of such a proceeding or claim,
               it will not, without the prior written consent of the
               Indemnified Party settle the proceeding or claim or consent to
               entry of any judgment relating thereto which does not include
               as an unconditional term thereof the giving by the claimant to
               the Indemnified Party a release from all liability in respect
               of the proceeding or claim.  The parties hereto agree to
               cooperate fully with each other in connection with the
               defense, negotiation or settlement of any such proceeding or
               claim.

          3.   The parties agree that all of the representations and
               warranties contained herein shall survive the Effective Time
               and continue to be binding regardless of any investigation
               made at any time by any party.

          4.   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 carry out the
               intent and purposes of this Agreement.

          5.   Any failure on the part of any party hereto to comply with any
               of  its obligations, agreements or conditions hereunder may be
               waived in writing by the party to whom such compliance is
               owed.

          6.   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, as follows:

               If to Jenson Services:        5525 South 900 East, #110
                                             Salt Lake City, Utah 84110

               If to Titan:

               If to Ventures:

          7.   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.

          8.   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.

          9.   This Agreement shall inure to the benefit of, and be binding
               upon, the parties hereto and their successors and assigns.

          10.  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.

          11.  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.


                              JENSON SERVICES, INC.

                              By /s/ Duane S. Jenson
                              Its President


                              VENTURES-NATIONAL
                              INCORPORATED

                              By  /s/ John Winchester
                              Its President

                              TITAN EMS, INC.


                              By /s/ Louis George
                              Its President and Chief Executive Officer

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