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                                                                   Exhibit 10.17


NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON THE
EXERCISE HEREOF HAVE 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 DISPOSED OF 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 DISPOSED OF 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, d/b/a
                             TITAN GENERAL HOLDINGS

                       Warrant for the Purchase of 25,000
               Shares of Common Stock, Par Value $0.001 Per Share


No. W2002-1                                                    November 15, 2002

         THIS CERTIFIES that, for value received, William Mark with an address
of 28 Homestead Road, Marblehead, Massachusetts 01945 (together with all
permitted assigns, the "Holder") is entitled to subscribe for, and purchase
from, VENTURES-NATIONAL INCORPORATED, d/b/a TITAN GENERAL HOLDINGS, a Utah
corporation (the "Company"), upon the terms and conditions set forth herein, at
any time or from time to time during the period commencing on the date hereof
(the "Initial Exercise Date") and terminating at 5:00 p.m., New York City local
time, on December 31, 2003 (the "Exercise Period"), 25,000 shares of common
stock, par value $0.001 per share (the "Common Stock"). This Warrant is
exercisable in whole, but not in part, at an exercise price per share equal to
$4.00 per share (an aggregate exercise price of $100,000) subject to adjustment
as provided herein (as adjusted, 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.

         Each share of Common Stock issuable upon the exercise hereof shall be
hereinafter referred to as a "Warrant Share".


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         Section 1         Exercise of Warrant.

                  This Warrant may be exercised during the Exercise Period by
the surrender of this Warrant (with the election at the end hereof 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 lump sum payment for the Warrant Shares in the form of
a certified or bank cashier's check payable to the order of the Company in the
amount of the aggregate Exercise Price for such Warrant Shares.

         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.

         Section 3         Registration of Transfer and Exchange.

                  This Warrant shall be transferable in whole, but not in part,
only upon the prior written consent of the Company. A Warrant issued upon the
transfer of this Warrant shall be numbered and shall be registered in a warrant
register (the "Warrant Register") upon issuance. The Company shall be entitled
to treat the registered holder of this 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 to the person entitled thereto. Notwithstanding the foregoing, the
Company shall have no obligation to cause a Warrant to be transferred on its
books to any person if, in the opinion of counsel to the Company, such transfer
does not comply with the provisions of the Securities Act and the rules and
regulations thereunder.

         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 this Warrant, 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.



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<PAGE>

         Section 5         Antidilution.

                  (a) In the event that the Company shall at any time after the
Initial Exercise Date: (i) declare a dividend on the outstanding Common Stock
payable in shares of its capital stock; (ii) subdivide the outstanding Common
Stock; (iii) combine the outstanding Common Stock into a smaller number of
shares; or (iv) issue any shares of its capital stock by reclassification of the
Common Stock (including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing corporation),
then, in each case, the Exercise Price per Warrant Share in effect at the time
of the record date for the determination of stockholders entitled to receive
such dividend or distribution or of the effective date of such subdivision,
combination, or reclassification shall be adjusted so that it shall equal the
price determined by multiplying such Exercise Price by a fraction, the numerator
of which shall be the number of shares of Common Stock outstanding immediately
prior to such action, and the denominator of which shall be the number of shares
of Common Stock outstanding after giving effect to such action. Such adjustment
shall be made successively whenever any event listed above shall occur and shall
become effective at the close of business on such record date or at the close of
business on the date immediately preceding such effective date, as applicable.

                  (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 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, the Company shall pay in lieu of such fraction an
amount in cash equal to the same fraction of the average closing sale price (or
average of the closing high bid and low asked prices, if closing sale price is
not available) of Common Stock for the 10 trading days ending on and including
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 $.05; 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.

                  (g) Whenever the Exercise Price payable upon exercise of this
Warrant is adjusted pursuant to subsection (a) above, the number of Warrant
Shares issuable upon exercise of this Warrant shall simultaneously be adjusted
by multiplying the number of Warrant Shares theretofore issuable upon exercise
of this Warrant by the Exercise Price in effect on the date hereof and dividing
the product so obtained by the Exercise Price, as adjusted.



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         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. The
Company shall not effect any such Reorganization unless, upon or prior to the
consummation thereof, the successor corporation, or if the Company shall be the
surviving corporation in any such Reorganization and is not the issuer of the
shares of stock or other securities or property to be delivered to holders of
shares of the Common Stock outstanding at the effective time thereof, then such
issuer, shall assume by written instrument the obligation to deliver to the
Holder such shares of stock, securities, cash, or other property as such Holder
shall be entitled to purchase in accordance with the foregoing provisions. 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.

                  (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 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.


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<PAGE>

                  (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

         (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.


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         Section 9         Periodic Reports.

                  The Company agrees that until all the Warrant Shares shall
have been sold pursuant to Rule 144 under the Securities Act or a Registration
Statement under the Securities Act, it shall use best efforts to keep current in
filing all reports, statements, and other materials required to be filed with
the Commission to permit holders of the Warrant Shares to sell such securities
under Rule 144 under the Securities Act.

         Section 10        Legend.

                  Until sold pursuant to the provisions of Rule 144 or otherwise
registered under the Securities Act, the Warrant Shares issued on exercise of
this Warrant shall be subject to a stop transfer order and the certificate or
certificates representing the Warrant Shares shall bear the following legend:

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 DISPOSED OF 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 THE SECURITIES, WHICH COUNSEL AND OPINION
ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED,
SOLD, PLEDGED, ASSIGNED, OR OTHERWISE DISPOSED OF IN THE MANNER CONTEMPLATED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
APPLICABLE STATE SECURITIES LAWS.

         Section 11        Loss; Theft; Destruction; Mutilation.

                  Upon receipt of evidence satisfactory to the Company of the
loss, theft, destruction, or mutilation of this Warrant (and upon surrender of
this 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.

         Section 12        Stockholder Rights.

                  The Holder of this 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 13        Governing Law.

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



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                                       7
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         IN WITNESS WHEREOF, the Company has executed this Warrant as of the
date first above written.


                                            VENTURES-NATIONAL INCORPORATED,
                                            d/b/a TITAN GENERAL HOLDINGS


                                            By: /s/ Louis J. George
                                                --------------------------------
                                                Name: Louis J. George III
                                                Title: President and CEO


                               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 _________________ a Warrant, dated November __, 2002, to purchase
25,000 shares of Common Stock, par value $0.001 per share, of Ventures-National
Incorporated, d/b/a Titan General Holdings, a Utah corporation (the "Company"),
as adjusted, 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.



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                              ELECTION TO EXERCISE

To:      Titan General Holdings.


         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, d/b/a Titan General Holdings, a Utah corporation
(the "Company"), covered by the within Warrant and tenders a lump sum 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:







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




Dated: __________________                   Name________________________
                                                (Print)


Address:



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



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