<PAGE>


                                                                   EXHIBIT 10.1


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND
MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED UNLESS (1)
A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN
OPINION OF COUNSEL TO THE HOLDER OF THIS WARRANT OR SUCH SECURITIES, WHICH
COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THIS
WARRANT OR SUCH SECURITIES, AS APPLICABLE, MAY BE OFFERED, SOLD, PLEDGED,
ASSIGNED, OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE
SECURITIES LAWS.


         THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN.



                         VENTURES-NATIONAL INCORPORATED


                            Warrants for the Purchase
                                       of
               Shares of Common Stock, Par Value $0.001 per share

No.                                                             January 9, 2003

THIS CERTIFIES that, for value received, Reitler Brown LLC (together with all
permitted assigns, the "Holder") is entitled to subscribe for, and purchase
from, VENTURES-NATIONAL INCORPORATED, a Utah corporation (the "Company"), up to
Forty Eight Thousand, Seven Hundred and Fifty Three (48,753) shares (the
"Warrant Shares")of the Company's common stock, par value $0.001 per share
("Common Stock") upon the terms and conditions set forth herein, at any time
from and after the date on which a registration statement on Form SB-2 or Form
S-8 covering the issuance of the Warrant Shares is declared effective by the
Securities and Exchange Commission (the "Effective Time") and terminating at
5:00 p.m., New York City local time, on the fifth anniversary of the Effective
Time (the "Exercise Period"). This Warrant is exercisable at an exercise price
per share equal to $1.50 per share (the "Exercise Price"); provided, however,
that upon the occurrence of any of the events specified in Section 5 hereof, the
rights granted by this Warrant, including the number of shares of Common Stock
to be received upon such exercise, shall be adjusted as therein specified.


<PAGE>

         This Warrant, together with the Warrants issuable upon the transfer
hereof, are hereinafter referred to as the Warrants. Each share of Common Stock
issuable upon the exercise hereof or thereof shall be hereinafter referred to as
a "Warrant Share".

         Section 1 Exercise of Warrant.

                  This Warrant may be exercised during the Exercise Period,
either in whole or in part, by the surrender of this Warrant (accompanied by the
election form, attached hereto, duly executed) to the Company at its office at
1855 Norman Avenue Santa Clara, California 95054-2029, or at such other place as
is designated in writing by the Company, together with a certified or bank
cashier's check payable to the order of the Company in an amount equal to the
product of the Exercise Price and the number of Warrant Shares for which this
Warrant is being exercised.

                  In lieu of exercising this Warrant by payment of the Exercise
Price pursuant to the above paragraph, the Holder shall have the right to
convert this Warrant, in whole or in part to the extent that this Warrant has
not been previously exercised, for the number of shares of Common Stock
determined by (i) multiplying (x) the number of shares as to which this Warrant
is being exercised by (y) the difference between the current value per share of
Common Stock on the date of exercise and the Exercise Price per share, as in
effect on such date, and (ii) dividing the result so obtained by the current
value per share of Common Stock on the date of exercise. The date of exercise
shall mean, for purposes of this paragraph, the date on which this Warrant
accompanied by the notice of exercise is received by the Company. The current
value per share of Common Stock shall be determined as follows:

                           (A) If the Common Stock is listed on a national
securities exchange or admitted to unlisted trading privileges on such exchange
or listed for trading on the Nasdaq Stock Market ("Nasdaq") or other automated
quotation system which provides information as to the last sale price, the
current value shall be the average of the reported last sale prices of one share
of Common Stock on such exchange or system on the last five (5) trading days
prior to the date of exercise of this Warrant, or if, on any of such dates, no
such sale is made on such day, the average of the closing bid and asked prices
for such date on such exchange or system shall be used; or

                           (B) If the Common Stock is not so listed or admitted
to unlisted trading privileges, the current value shall be the mean average of
the reported last bid and asked prices of one share of Common Stock as reported
by Nasdaq, the National Quotation Bureau, Inc. or other similar reporting
service, on the last five (5) trading days prior to the date of the exercise of
this Warrant; or

                           (C) If the Common Stock is not so listed or admitted
to unlisted trading privileges and bid and asked prices are not so reported, the
current value of one share of Common Stock shall be an amount, not less than
book value, determined in such reasonable manner as may be prescribed by the
Board of Directors of the Company.


<PAGE>

         Section 2 Rights Upon Exercise; Delivery of Securities.

                  Upon each exercise of the Holder's rights to purchase Warrant
Shares, the Holder shall be deemed to be the holder of record of the Warrant
Shares, notwithstanding that the transfer books of the Company shall then be
closed or certificates representing the Warrant Shares with respect to which
this Warrant was exercised shall not then have been actually delivered to the
Holder. As soon as practicable after each such exercise of this Warrant, the
Company shall issue and deliver to the Holder a certificate or certificates
representing the Warrant Shares issuable upon such exercise, registered in the
name of the Holder or its designee. If this Warrant should be exercised in part
only, the Company shall, upon surrender of this Warrant for cancellation,
execute and deliver an Warrant evidencing the right of the Holder to purchase
the balance of the aggregate number of Warrant Shares purchasable hereunder as
to which this Warrant has not been exercised or assigned.

         Section 3 Registration of Transfer and Exchange.

                  Any Warrants issued upon the transfer or exercise in part of
this Warrant shall be numbered and shall be registered in an Warrant register
(the "Warrant Register") as they are issued. The Company shall be entitled to
treat the registered holder of any Warrant on the Warrant Register as the owner
in fact thereof for all purposes, and shall not be bound to recognize any
equitable or other claim to, or interest in, such Warrant on the part of any
other person, and shall not be liable for any registration or transfer of
Warrants which are registered or to be registered in the name of a fiduciary or
the nominee of a fiduciary unless made with the actual knowledge that a
fiduciary or nominee is committing a breach of trust in requesting such
registration of transfer, or with the knowledge of such facts that its
participation therein amounts to bad faith. This Warrant shall be transferable
on the books of the Company only upon delivery thereof duly endorsed by the
Holder or by his duly authorized attorney or representative, or accompanied by
proper evidence of succession, assignment, or authority to transfer. In all
cases of transfer by an attorney, executor, administrator, guardian, or other
legal representative, duly authenticated evidence of his, her, or its authority
shall be produced. Upon any registration of transfer, the Company shall deliver
a new Warrant or Warrants to the person entitled thereto. This Warrant may be
exchanged, at the warrant of the Holder thereof, for another Warrant, or other
Warrants of different denominations, of like tenor and representing in the
aggregate the right to purchase a like number of Warrant Shares (or portions
thereof), upon surrender to the Company or its duly authorized agent.
Notwithstanding the foregoing, neither this Warrant nor the Warrant Shares
issued or issuable upon exercise of this Warrant may be sold, transferred,
assigned, hypothecated or otherwise disposed of without the Holder first
providing the Company with an opinion of counsel reasonably satisfactory to the
Company that such sale, transfer, assignment, hypothecation or other disposal
will be exempt from the registration and prospectus delivery requirements of
applicable federal and state securities laws and regulations.


<PAGE>

         Section 4 Reservation of Shares.

                  The Company shall at all times reserve and keep available out
of its authorized and unissued Common Stock, solely for the purpose of providing
for the exercise of the Warrants, such number of shares of Common Stock as
shall, from time to time, be sufficient therefor. The Company represents that
all shares of Common Stock issuable upon exercise of this Warrant are duly
authorized and, upon receipt by the Company of the full payment for such Warrant
Shares, will be validly issued, fully paid, and nonassessable, without any
personal liability attaching to the ownership thereof and will not be issued in
violation of any preemptive or similar rights of stockholders.

         Section 5 Antidilution.

                  (a) If, while this Warrant is outstanding, the Company effects
a subdivision of the outstanding Common Stock, the Exercise Price then in effect
shall be proportionately decreased and the number of Warrant Shares issuable
upon exercise of this Warrant shall be increased in proportion to such increase
of outstanding Common Stock, and conversely, if, while this Warrant is
outstanding, the Company combines the outstanding Common Stock, the Exercise
Price then in effect shall be proportionately increased and the number of
Warrant Shares issuable upon exercise of this Warrant shall be decreased in
proportion to such decrease in outstanding Common Stock. Any adjustment under
this Section 5(a) shall become effective as of the record date for such event
and if such subdivision or combination is not consummated in full the Exercise
Price and the number of Warrant Shares shall be readjusted accordingly. For
purposes of this Section 5(a), a stock dividend shall be considered a stock
split.

                  (b) All calculations under this Section 5 shall be made to the
nearest cent or to the nearest one-hundredth of a share, as the case may be.

                  (c) In any case in which this Section 5 shall require that an
adjustment in the number of Warrant Shares be made effective as of a record date
for a specified event, the Company may elect to defer, until the occurrence of
such event, issuing to the Holder, if the Holder exercised this Warrant after
such record date, the Warrant Shares, if any, issuable upon such exercise over
and above the number of Warrant Shares issuable upon such exercise on the basis
of the number of shares of Common Stock in effect prior to such adjustment;
provided, however, that the Company shall deliver to the Holder a due bill or
other appropriate instrument evidencing the Holder's right to receive such
additional shares of Common Stock upon the occurrence of the event requiring
such adjustment.

                  (d) Whenever there shall be an adjustment as provided in this
Section 5, the Company shall within 15 days thereafter cause written notice
thereof to be sent by registered mail, postage prepaid, to the Holder, at its
address as it shall appear in the Warrant Register, which notice shall be
accompanied by an officer's certificate setting forth the number of Warrant
Shares issuable and the Exercise Price thereof after such adjustment and setting
forth a brief statement of the facts requiring such adjustment and



<PAGE>

the computation thereof, which officer's certificate shall be conclusive
evidence of the correctness of any such adjustment absent manifest error.

                  (e) The Company shall not be required to issue fractions of
shares of Common Stock or other capital stock of the Company upon the exercise
of this Warrant. If any fraction of a share of Common Stock would be issuable on
the exercise of this Warrant (or specified portions thereof), the Company shall
pay lieu of such fraction an amount in cash equal to the same fraction of the
Current Market Price on the date of exercise of this Warrant.

                  (f) No adjustment in the Exercise Price per Warrant Share
shall be required if such adjustment is less than $.01; provided, however, that
any adjustments which by reason of this Section 5 are not required to be made
shall be carried forward and taken into account in any subsequent adjustment.

         Section 6 Reclassification; Reorganization; Merger.

                  (a) In case of any capital reorganization, other than in the
cases referred to in Section 5(a) hereof, or the consolidation or merger of the
Company with or into another corporation (other than a merger or consolidation
in which the Company is the continuing corporation and which does not result in
any reclassification of the outstanding shares of Common Stock or the conversion
of such outstanding shares of Common Stock into shares of other stock or other
securities or property), or in the case of any sale, lease, or conveyance to
another corporation of the property and assets of any nature of the Company as
an entirety or substantially as an entirety (such actions being hereinafter
collectively referred to as "Reorganizations"), there shall thereafter be
deliverable upon exercise of this Warrant (in lieu of the number of Warrant
Shares theretofore deliverable) the number of shares of stock or other
securities or property to which a holder of the respective number of Warrant
Shares which would otherwise have been deliverable upon the exercise of this
Warrant would have been entitled upon such Reorganization if this Warrant had
been exercised in full immediately prior to such Reorganization. In case of any
Reorganization, appropriate adjustment, as determined in good faith by the Board
of Directors of the Company, shall be made in the application of the provisions
herein set forth with respect to the rights and interests of the Holder so that
the provisions set forth herein shall thereafter be applicable, as nearly as
possible, in relation to any shares or other property thereafter deliverable
upon exercise of this Warrant. Any such adjustment shall be made by, and set
forth in, a supplemental agreement between the Company, or any successor
thereto, and the Holder, with respect to this Warrant, and shall for all
purposes hereof conclusively be deemed to be an appropriate adjustment. In the
event of sale, lease, or conveyance or other transfer of all or substantially
all of the assets of the Company as part of a plan for liquidation of the
Company, all rights to exercise this Warrant shall terminate 30 days after the
Company gives written notice to the Holder that such sale or conveyance or other
transfer has been consummated. If, in connection with the consolidation or
merger of the Company with or into another corporation (other than a merger or
consolidation in which the Company is the continuing corporation and which does
not result in any reclassification of the


<PAGE>


outstanding shares of Common Stock or the conversion of such outstanding shares
of Common Stock into shares of other stock or other securities or property), the
Company's Board of Directors does not make provision for the preservation of the
purchase rights of holder of this Warrant, then any portion of this Warrant not
exercised as of the effective date of the closing of the subject transaction
(the "Effective Date") shall be cancelled and of no further force or effect;
provided that (1) the election of the Company's Board of Directors to cause
cancellation of this Warrant shall be evidenced by a resolution of the Company's
Board of Directors, (2) the holder of this Warrant shall receive written notice
from the Company not less than 30 days prior to the Effective Date stating (a)
the proposed Effective Date, (b) which of the rights evidenced by this Warrant
are proposed to be cancelled, and (c) a description of the transaction which
would result in the full or partial cancellation of this Warrant, and (3) if the
subject transaction does not close within 45 days of the Effective Date stated
in the notice, then the notice of cancellation, as well as any notices of
intended exercise of this Warrant by the holder, shall be deemed rescinded.

                  (b) In case of any reclassification or change of the shares of
Common Stock issuable upon exercise of this Warrant (other than a change in par
value or from a specified par value to no par value, or as a result of a
subdivision or combination, but including any change in the shares into two or
more classes or series of shares), or in case of any consolidation or merger of
another corporation into the Company in which the Company is the continuing
corporation and in which there is a reclassification or change (including a
change to the right to receive cash or other property) of the shares of Common
Stock (other than a change in par value, or from no par value to a specified par
value, or as a result of a subdivision or combination, but including any change
in the shares into two or more classes or series of shares), the Holder or
holders of this Warrant shall have the right thereafter to receive upon exercise
of this Warrant solely the kind and amount of shares of stock and other
securities, property, cash, or any combination thereof receivable upon such
reclassification, change, consolidation, or merger by a holder of the number of
Warrant Shares for which this Warrant might have been exercised immediately
prior to such reclassification, change, consolidation, or merger. Thereafter,
appropriate provision shall be made for adjustments which shall be as nearly
equivalent as practicable to the adjustments in Section 5.

                  (c) The above provisions of this Section 6 shall similarly
apply to successive reclassifications and changes of shares of Common Stock and
to successive consolidations, mergers, sales, leases, or conveyances.

         Section 7 Notice of Certain Events.

                  In case at any time the Company shall propose:

         (a) to pay any dividend or make any distribution on shares of Common
Stock in shares of Common Stock or make any other distribution (other than
regularly scheduled cash dividends which are not in a greater amount per share
than the most recent such cash dividend) to all holders of Common Stock; or


<PAGE>

         (b) to issue any rights, Warrants, or other securities to all holders
of Common Stock entitling them to purchase any additional shares of Common Stock
or any other rights, Warrants, or other securities; or

         (c) to effect any reclassification or change of outstanding shares of
Common Stock or any consolidation, merger, sale, lease, or conveyance of
property, as described in Section 6; or

         (d) to effect any liquidation, dissolution, or winding-up of the
Company; or

         (e) to take any other action which would cause an adjustment to the
Exercise Price per Warrant Share;

then, and in any one or more of such cases, the Company shall give written
notice thereof by registered mail, postage prepaid, to the Holder at the
Holder's address as it shall appear in the Warrant Register, mailed at least 10
days prior to: (i) the date as of which the holders of record of shares of
Common Stock to be entitled to receive any such dividend, distribution, rights,
Warrants, or other securities are to be determined; (ii) the date on which any
such reclassification, change of outstanding shares of Common Stock,
consolidation, merger, sale, lease, conveyance of property, liquidation,
dissolution, or winding-up is expected to become effective and the date as of
which it is expected that holders of record of shares of Common Stock shall be
entitled to exchange their shares for securities or other property, if any,
deliverable upon such reclassification, change of outstanding shares,
consolidation, merger, sale, lease, conveyance of property, liquidation,
dissolution, or winding-up; or (iii) the date of such action which would require
an adjustment to the Exercise Price per Warrant Share.

         Section 8 Charges and Taxes.

                  The issuance of any shares or other securities upon the
exercise of this Warrant and the delivery of certificates or other instruments
representing such shares or other securities shall be made without charge to the
Holder for any tax or other charge in respect of such issuance. The Company
shall not, however, be required to pay any tax which may be payable in respect
of any transfer involved in the issue and delivery of any certificate in a name
other than that of the Holder and the Company shall not be required to issue or
deliver any such certificate unless and until the person or persons requesting
the issue thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

         [Section 9 Indemnification.

                  (a) Subject to the conditions set forth below, the Company
agrees to indemnify and hold harmless the Holder, its officers, directors,
partners, employees, agents, and counsel, and each person, if any, who controls
any such person within the meaning of Section 15 of the Act or Section 20(a) of
the Securities Exchange Act of


<PAGE>


1934, as amended (the "Exchange Act"), from and against any and all loss,
liability, charge, claim, damage, and expense whatsoever (which shall include,
for all purposes of this Section 12, without limitation, reasonable attorneys'
fees and reasonable expenses incurred in investigating, preparing, or defending
against any litigation, commenced or threatened, or any claim whatsoever, and
any and all amounts paid in settlement of any claim or litigation), as and when
incurred, arising out of, based upon, or in connection with, (i) any untrue
statement or alleged untrue statement of a material fact contained in (A) any
registration statement, preliminary prospectus, or final prospectus (as from
time to time amended and supplemented), or any amendment or supplement thereto,
relating to the offer and sale of any of the Warrant Shares, or (B) any
application or other document or communication (in this Section 9, referred to
collectively as an "application") executed by, or on behalf of, the Company or
based upon written information furnished by, or on behalf of, the Company filed
in any jurisdiction in order to register or qualify any of the Warrant Shares
under the securities or "blue sky" laws thereof or filed with any securities
exchange; or any omission or alleged omission to state a material fact required
to be stated therein or necessary to make the statements therein not misleading,
unless such statement or omission was made in reliance upon, and in conformity
with, written information furnished to the Company with respect to such Holder
by, or on behalf of, such person expressly for inclusion in any registration
statement, preliminary prospectus or final prospectus, or any amendment or
supplement thereto, or in any application, as the case may be, or (ii) any
breach of any representation, warranty, covenant, or agreement of the Company
contained in this Warrant. The foregoing agreement to indemnify shall be in
addition to any liability the Company may otherwise have, including liabilities
arising under this Warrant.

                  If any action is brought against any Holder or any of its
officers, directors, partners, employees, agents, or counsel, or any controlling
persons of such person (an "indemnified party") in respect of which indemnity
may be sought against the Company pursuant to the foregoing paragraph, such
indemnified party or parties shall promptly notify the Company in writing of the
institution of such action (but the failure so to notify shall not relieve the
Company from any liability it may have other than pursuant to this Section
12(a)) and the Company shall promptly assume the defense of such action,
including, without limitation, the employment of counsel reasonably satisfactory
to such indemnified party or parties and payment of reasonable expenses. Such
indemnified party or parties shall have the right to employ its or their own
counsel in any such case, but the fees and expenses of such counsel shall be at
the expense of such indemnified party or parties unless the employment of such
counsel shall have been authorized in writing by the Company in connection with
the defense of such action or the Company shall not have promptly employed
counsel reasonably satisfactory to such indemnified party or parties to have
charge of the defense of such action or such indemnified party or the Holder
shall have reasonably concluded, with the advice of counsel, that there may be
one or more legal defenses available to it or them or to other indemnified
parties which are different from, or in addition to, those available to the
Company, in any of which events such reasonable fees and expenses shall be borne
by the Company, and the Company shall not have the right to direct the defense
of such action on behalf of the indemnified party or parties. Anything in this
paragraph to the contrary notwithstanding,


<PAGE>


the Company shall not be liable for any settlement of any such claim or action
effected without its written consent, which consent shall not be unreasonably
withheld. The Company shall not, without the prior written consent of each
indemnified party that is not released as described in this sentence, settle or
compromise any action, or permit a default or consent to the entry of judgment
or otherwise seek to terminate any pending or threatened action, in respect of
which indemnity may be sought hereunder (whether or not any indemnified party is
a party thereto), unless such settlement, compromise, consent, or termination
includes an unconditional release of each indemnified party from all liability
in respect of such action. The Company agrees promptly to notify the Holders of
the commencement of any litigation or proceedings against the Company or any of
its officers or directors in connection with the sale of any Warrant Shares or
any preliminary prospectus, prospectus, registration statement, or amendment or
supplement thereto, or any application relating to any sale of any Warrant
Shares.

                  (b) The Holder severally agrees to indemnify and hold harmless
the Company, each director of the Company, each officer of the Company who shall
have signed any registration statement relating to Warrant Shares held by such
Holder, and each other person, if any, who controls the Company within the
meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, to the
same extent as the foregoing indemnity from the Company to the Holders in
Section 12(a), but only with respect to statements or omissions, if any, made in
any registration statement, preliminary prospectus, or final prospectus (as from
time to time amended and supplemented), or any amendment or supplement thereto,
or in any application, in reliance upon, and in conformity with, written
information furnished to the Company with respect to the Holder by, or on behalf
of, the Holder expressly for inclusion in any such registration statement,
preliminary prospectus, or final prospectus, or any amendment or supplement
thereto, or in any application, as the case may be. If any action shall be
brought against the Company or any other person so indemnified based on any such
registration statement, preliminary prospectus, or final prospectus, or any
amendment or supplement thereto, or any application, and in respect of which
indemnity may be sought against the Holder pursuant to this Section 12(b), the
Holder shall have the rights and duties given to the Company, and the Company
and each other person so indemnified shall have the rights and duties given to
the indemnified parties, by the provisions of Section 12(a). The foregoing
agreement to indemnify shall be in addition to any liability the Holder may
otherwise have.

                  (c) To provide for just and equitable contribution, if (i) an
indemnified party makes a claim for indemnification pursuant to Section 12(a) or
12(b) (subject to the limitations thereof), but it is found in a final judicial
determination, not subject to further appeal, that such indemnification may not
be enforced in such case, even though this Warrant expressly provides for
indemnification in such case, or (ii) any indemnified or indemnifying party
seeks contribution under the Securities Act, the Exchange Act, or otherwise,
then the Company (including for this purpose any contribution made by, or on
behalf of, any director of the Company, any officer of the Company who signed
any such registration statement, any controlling person of the Company), as one
entity, and the Holders of the Warrant Shares included in such registration in
the aggregate (including



<PAGE>

for this purpose any contribution by, or on behalf of, an indemnified party), as
a second entity, shall contribute to the losses, liabilities, claims, damages,
and expenses whatsoever to which any of them may be subject, on the basis of
relevant equitable considerations such as the relative fault of the Company and
the Holders in connection with the facts which resulted in such losses,
liabilities, claims, damages, and expenses. The relative fault, in the case of
an untrue statement, alleged untrue statement, omission, or alleged omission,
shall be determined by, among other things, whether such statement, alleged
statement, omission, or alleged omission relates to information supplied by the
Company or by the Holders, and the parties' relative intent, knowledge, access
to information, and opportunity to correct or prevent such statement, alleged
statement, omission, or alleged omission. The Company and the Holder agree that
it would be unjust and inequitable if the respective obligations of the Company
and the Holder for contribution were determined by pro rata or per capita
allocation of the aggregate losses, liabilities, claims, damages, and expenses
(even if the Holder and the other indemnified parties were treated as one entity
for such purpose) or by any other method of allocation that does not reflect the
equitable considerations referred to in this Section 12(c). In no case shall the
Holder be responsible for a portion of the contribution obligation imposed on
all holders of Warrants in excess of its pro rata share based on the number of
shares of Common Stock owned (or which would be owned upon exercise of all
Warrants) by it and included in such registration as compared to the number of
shares of Common Stock owned (or which would be owned upon exercise of all
Warrants) by all holders of Warrants and included in such registration. No
person guilty of a fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who is not guilty of such fraudulent misrepresentation. For purposes of this
Section 12(c), each person, if any, who controls the Holder within the meaning
of Section 15 of the Act or Section 20(a) of the Exchange Act and each officer,
director, partner, employee, agent, and counsel of the Holder or control person
shall have the same rights to contribution as the Holder or control person and
each person, if any, who controls the Company within the meaning of Section 15
of the Act or Section 20(a) of the Exchange Act, each officer of the Company who
shall have signed any such registration statement, each director of the Company,
and its or their respective counsel shall have the same rights to contribution
as the Company, subject in each case to the provisions of this Section 12(c).
Anything in this Section 12(c) to the contrary notwithstanding, no party shall
be liable for contribution with respect to the settlement of any claim or action
effected without its written consent. This Section 12(c) is not intended to
supersede any right to contribution under the Securities Act, the Exchange Act,
or otherwise.]

         Section 10 Loss; Theft; Destruction; Mutilation.

                  Upon receipt of evidence satisfactory to the Company of the
loss, theft, destruction, or mutilation of any Warrant (and upon surrender of
any Warrant if mutilated), and upon receipt by the Company of reasonably
satisfactory indemnification, the Company shall execute and deliver to the
Holder thereof a new Warrant of like date, tenor, and denomination.


<PAGE>


         Section 11 Stockholder Rights.

                  The Holder of any Warrant shall not have, solely on account of
such status, any rights of a stockholder of the Company, either at law or in
equity, or to any notice of meetings of stockholders or of any other proceedings
of the Company, except as provided in this Warrant.

         Section 12 Governing Law.

                  This Warrant shall be construed in accordance with the laws of
the State of New York applicable to contracts made and performed within such
State, without regard to principles of conflicts of law.

[REMAINDER OF PAGE INTENTIONALLY BLANK]




<PAGE>


         IN WITNESS WHEREOF, the Company has executed this Warrant as of the
date first above written.

                               VENTURES-NATIONAL INCORPORATED


                               By: ____________________________________________
                                   Name: Louis J. George
                                   Title: President and Chief Executive Officer



<PAGE>



                               FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder desires to transfer the
attached Warrant.)


         FOR VALUE RECEIVED, ______________________ hereby sells, assigns, and
transfers unto _________________ an Warrant to purchase __________ shares of
Common Stock, par value $0.001 per share, of Ventures-National Incorporated, a
Utah corporation (the "Company"), and does hereby irrevocably constitute and
appoint ___________ attorney to transfer such Warrant on the books of the
Company, with full power of substitution.

Dated: _________________

                                            Signature__________________________


                                     NOTICE

         The signature on the foregoing Assignment must correspond to the name
as written upon the face of this Warrant in every particular, without alteration
or enlargement or any change whatsoever.




<PAGE>


                              ELECTION TO EXERCISE

To: Ventures-National Incorporated



         [The undersigned hereby exercises his, her, or its rights to purchase
__________ shares of Common Stock, par value $0.001 per share (the "Common
Stock"), of Ventures-National Incorporated, a Utah corporation (the "Company"),
covered by the within Warrant and tenders payment herewith in the amount of
$_____ in accordance with the terms thereof, and requests that certificates for
the securities constituting such shares of Common Stock be issued in the name
of, and delivered to:]

         [The undersigned hereby exercises his, her or its rights to purchase
___________ shares of Common Stock, par value $0.001 per share (the "Common
Stock"), of Ventures-National Incorporation, a Utah corporation, covered by the
within Warrant by cashless exercise in accordance with the terms thereof, and
requests that certificates for the securities constituting such shares of Common
Stock be issued in the name of and delivered to:]






(Print Name, Address, and Social Security or Tax Identification Number)

and, if such number of shares of Common Stock to be issued and, if applicable,
surrendered in connection with a cashless exercise of this Warrant, shall not
constitute all such shares of Common Stock covered by the within Warrant, that a
new Warrant for the balance of the shares of Common Stock covered by the within
Warrant shall be registered in the name of, and delivered to, the undersigned at
the address stated below.


Dated: __________________                   Name________________________
                                                      (Print)


Address:



                                            -----------------------------------
                                            (Signature)