Exhibit 2
CO-TRUSTEE AGREEMENT
This Agreement entered into this 26th day of August, 2002, by and
between ▇▇▇▇▇ ▇. ▇▇▇▇▇ ("Marks") and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇")
(hereinafter collectively referred to as the "Parties").
WHEREAS, Marks and ▇▇▇▇▇▇▇▇ are Co-Trustees of Irrevocable Children's
Trust pursuant to that certain trust instrument dated July 22, 1991, ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇ as Grantor ("Trust");
WHEREAS, Trust is the current owner of membership interests in SVPC
Partners, LLC, ("SVPC") and is or will become the owner of certain shares of
stock in Titan EMS, Inc. ("Titan");
WHEREAS, Titan is or is expected to be in the process of merging with
Ventures-National, Incorporated ("Ventures");
WHEREAS, The following entities owned either partially or wholly by
Trust, may acquire an interest in SVPC, Titan, or Ventures: Forest Home
Investors I, LLC; Ohio Investors of Wisconsin, LLC; and Phoenix Business Trust;
WHEREAS, ▇▇▇▇▇▇▇▇ and Marks desire to enter into an agreement granting
Marks full control and authority over all interests in SVPC, and full control
and authority over the Trust's stock in Titan and thereafter Ventures.
NOW, THEREFORE, the Parties agree to the following:
1. Marks shall have sole trustee control and authority over all Trust
actions affecting or concerning the interests in SVPC or the stock in Titan and
Ventures; said control and authority to include without limitation, any action
involving voting, management, sale, transfer, or other disposal of said
interests or stock. Furthermore, said control and authority shall extend to any
interests or stock owned directly or indirectly by the following entities owned
by or related to the Trust: Forest Home Investors I, LLC, Ohio Investors of
Wisconsin, LLC, and Phoenix Business Trust.
2. Simultaneously with the execution of this Agreement, ▇▇▇▇▇▇▇▇ shall
execute an Irrevocable Proxy, attached hereto as Exhibit A, appointing Marks as
the sole Trustee authorized to vote any Trust interests in SVPC or Trust stock
in Titan or Ventures.
3. Except for the items specifically described in this Agreement,
▇▇▇▇▇▇▇▇'▇ duties, obligations, and authority under the Trust shall remain in
full force and effect. This Agreement in no way reduces, modifies, or otherwise
impairs ▇▇▇▇▇▇▇▇'▇ trusteeship as created by the Trust.
4. This Agreement, the rights and obligations of the parties hereto,
and any claims and disputes relating thereto, shall be governed by and construed
in accordance with the laws of the State of Wisconsin.
5. This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, and all of which together shall be
deemed to be one and the same instrument.
6. In the event of Marks' resignation as a Co-Trustee of the Trust,
incapacity, or death, this Agreement shall terminate and all control and
authority being given hereunder shall re-vest with ▇▇▇▇▇▇▇▇ as the sole
remaining Trustee of the Trust.
IN WITNESS WHEREOF, the parties hereto, in their respective capacity as
Trustees, have executed this Agreement as of the date and year first hereinabove
set forth.
▇▇▇▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Co-Trustee
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇
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Co-Trustee
Exhibit A
IRREVOCABLE PROXY
TITAN EMS, INC.
As Co-Trustee of that certain trust, Irrevocable Children's Trust
("Trust"), and pursuant to the terms and conditions of that certain Co-Trustee
Agreement entered into this 26th day of August, 2002, by and between myself and
▇▇▇▇▇ ▇. ▇▇▇▇▇ ("Marks"), I hereby constitute and appoint ▇▇▇▇▇ ▇. ▇▇▇▇▇ and in
place of him, in case of substitution, his substitute, attorneys, and agents,
for me and in my name, place and ▇▇▇▇▇, to vote as my proxy at any meetings of
the stockholders of Titan EMS, Inc., or any of its successors or assigns
("Titan"), upon any question which may be brought before such meetings,
including without limitation, the election of Directors, according to the number
of votes that I should be entitled to vote as a Co-Trustee of the Trust, if then
personally present, with full power to my said attorney to appoint a substitute
in his place.
In the event that this Irrevocable Proxy shall be deemed improper as to
form or ineffective as to content by any court of competent jurisdiction or by
any other person or entity, then I agree to execute a new Irrevocable Proxy as
shall be required to comply with any required form, and I agree to substitute
such new proxy for the proxy being executed herein. In the event of Marks'
resignation as a Co-Trustee of the Trust, incapacity, or death, this Proxy shall
terminate and all control and authority being given hereunder shall re-vest with
me as the sole remaining Trustee of the Trust.
Dated: August 26, 2002.
/s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Co-Trustee
Irrevocable Children's Trust
