Exhibit 10.48

         Assignment  and  Assumption  Agreement,  dated as of May 5, 2003 by and
         among,  among  Titan  PCB  East,  Inc.,  a  Delaware  corporation  (the
         "Company"),  Titan EMS, Inc., a Delaware  corporation ("Titan EMS") and
         Personal  Resources  Management,   Inc.  (the  "Collateral  Agent")  as
         Collateral  Agent on behalf of the investors named on Schedule A of the
         Note (as defined herein) (collectively, the "Investors").

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         WHEREAS,  the  Collateral  Agent is the agent for the Investors who are
the holders of a Secured 24% Promissory Note in the aggregate  principal  amount
of Six Hundred and Forty Thousand Dollars ($640,000.00) issued by the Company on
February 27, 2003 (the "Note").

         WHEREAs,  the Company wishes to assign its rights and obligations under
the Note to Titan EMS in order to enter into additional  financing  arrangements
with a third party lender ("Lender");

         WHEREAS,  the Titan EMS has  agreed to take on the  obligations  of the
Company under the Note in  consideration  for $640,000,  to be provided to Titan
EMS by the Lender;

         WHEREAS,  simultaneously with this Assumption and Assignment, Titan EMS
has entered into an amendment to that certain security  agreement dated February
27, 2003 by and among the Company and the Investors to provide  security for the
payment of the Note to the Investors (the "Security Agreement").

         NOW THEREFORE, the parties hereby agree as follows:

1.   The Company does hereby  convey,  transfer and assign to Titan EMS (and its
     successors and assigns) all of its rights and  obligations  under the Titan
     Note and Titan EMS does  hereby  accept  and  assume  all of the rights and
     obligations  under  the  Titan  Note and  agrees  to  perform  all of those
     obligations.

2.   The Company does hereby  convey,  transfer and assign to Titan EMS (and its
     successors  and  assigns)  all of its  rights  and  obligations  under  the
     Security  Agreement  and Titan EMS does hereby accept and assume all of the
     rights and obligations  under the Security  Agreement and agrees to perform
     all of those obligations.

3.   This   Assignment  and   Assumption   may  not  be  modified,   changed  or
     supplemented, nor may any obligations hereunder be deemed waived, except by
     written instrument signed by the party to be charged.

4.   The covenants and  agreements  set forth herein shall be binding upon,  and
     shall  inure to the benefit of,  respective  successors  and assigns of the
     Investors, the Company and Titan.





         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first above written. TITAN PCB EAST, INC.


                                          By: /s/ David M. Marks
                                              --------------------------------
                                              Name: David M. Marks
                                              Title: Chairman


                                          TITAN EMS, INC.


                                          By: /s/ David M. Marks
                                              ---------------------------------
                                              Name: David M. Marks
                                              Title: Chairman


  ACKNOWLEDGED AND AGREED BY

VENTURES-NATIONAL INCORPORATED


By: /s/ David M. Marks
    -------------------------------
Name: David M. Marks
Title: Chairman


  ACKNOWLEDGED AND AGREED BY


PERSONAL RESOURCES MANAGEMENT as AGENT FOR THE INVESTORS


By: /s/ Fred Kudish
-----------------------------------
Name: Fredric Kudish
Title: President