<PAGE>


                                                                   Exhibit 10.18


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 OPTION OR SUCH SECURITIES, WHICH
COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THIS OPTION
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 OPTION IS RESTRICTED AS DESCRIBED HEREIN.



                         VENTURES-NATIONAL INCORPORATED


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


No.                                                           November 12, 2001


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 "Option
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 or from and
after the date on which a registration statement on Form S-8 covering the
issuance of the Option 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 Option 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 Option, including the number of shares of Common Stock to be
received upon such exercise, shall be adjusted as therein specified.

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


                                        1
<PAGE>

         Section 1         Exercise of Option.

                  This Option may be exercised during the Exercise Period,
either in whole or in part, by the surrender of this Option (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 Option Shares for which this
Option is being exercised.

                  In lieu of exercising this Option by payment of the Exercise
Price pursuant to the above paragraph, the Holder shall have the right to
convert this Option, in whole or in part to the extent that this Option 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 Option 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 Option 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 Option, 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 Option; 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.

         Section 2         Rights Upon Exercise; Delivery of Securities.

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


                                       2
<PAGE>

         Section 3         Registration of Transfer and Exchange.

                  Any Options issued upon the transfer or exercise in part of
this Option shall be numbered and shall be registered in an Option register (the
"Option Register") as they are issued. The Company shall be entitled to treat
the registered holder of any Option on the Option 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 Option on the part of any other person, and
shall not be liable for any registration or transfer of Options 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 Option 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 Option or Options to the person
entitled thereto. This Option may be exchanged, at the option of the Holder
thereof, for another Option, or other Options of different denominations, of
like tenor and representing in the aggregate the right to purchase a like number
of Option Shares (or portions thereof), upon surrender to the Company or its
duly authorized agent. Notwithstanding the foregoing, neither this Option nor
the Option Shares issued or issuable upon exercise of this Option 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.

         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 Options, 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 Option are duly authorized
and, upon receipt by the Company of the full payment for such Option 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 Option 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 Option Shares issuable upon
exercise of this Option shall be increased in proportion to such increase of
outstanding Common Stock, and conversely, if, while this Option is outstanding,
the Company combines the outstanding Common Stock, the Exercise Price then in
effect shall be proportionately increased and the number of Option Shares
issuable upon exercise of this Option 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 Option Shares shall be readjusted accordingly. For purposes of this
Section 5(a), a stock dividend shall be considered a stock split.



                                       3
<PAGE>


                  (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 Option 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 Option after
such record date, the Option Shares, if any, issuable upon such exercise over
and above the number of Option 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 Option Register, which notice shall be
accompanied by an officer's certificate setting forth the number of Option
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 Option. If any fraction of a share of Common Stock would be issuable on
the exercise of this Option (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 Option.

                  (f) No adjustment in the Exercise Price per Option 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 Option (in lieu of the number of Option Shares
theretofore deliverable) the number of shares of stock or other securities or
property to which a holder of the respective number of Option Shares which would
otherwise have been deliverable upon the exercise of this Option would have been
entitled upon such Reorganization if this Option 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 Option. 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 Option, 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 Option 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 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 Option,
then any portion of this Option 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 Option shall be evidenced by a
resolution of the Company's Board of Directors, (2) the holder of this Option
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 Option are proposed to be cancelled, and (c) a description of
the transaction which would result in the full or partial cancellation of this
Option, 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 Option by the holder, shall be deemed
rescinded.



                                       4
<PAGE>


                  (b) In case of any reclassification or change of the shares of
Common Stock issuable upon exercise of this Option (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 Option shall have the right thereafter to receive upon exercise
of this Option 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
Option Shares for which this Option 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.

                                       5
<PAGE>


         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, Options, or other securities to all holders of
Common Stock entitling them to purchase any additional shares of Common Stock or
any other rights, Options, 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 Option 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 Option 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,
Options, 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 Option Share.

         Section 8         Charges and Taxes.

                  The issuance of any shares or other securities upon the
exercise of this Option 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.



                                       6
<PAGE>


         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 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 Option 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
Option 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 Option. The foregoing agreement to indemnify shall be
in addition to any liability the Company may otherwise have, including
liabilities arising under this Option.

                  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, 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 Option Shares or any preliminary
prospectus, prospectus, registration statement, or amendment or supplement
thereto, or any application relating to any sale of any Option Shares.



                                       7
<PAGE>


                  (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 Option 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 Option 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 Option Shares included in such registration in
the aggregate (including 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 Options 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 Options) 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 Options) by all holders of Options 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.



                                       8
<PAGE>


         Section 10        Loss; Theft; Destruction; Mutilation.

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

         Section 11        Stockholder Rights.

                  The Holder of any Option 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 Option.

         Section 12        Governing Law.

                  This Option 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]



                                       9
<PAGE>


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



                                            VENTURES-NATIONAL INCORPORATED


                                            By: __________________________
                                                Name:
                                                Title:




                                       10
<PAGE>

FORM OF ASSIGNMENT

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

         FOR VALUE RECEIVED, ______________________ hereby sells, assigns, and
transfers unto _________________ an Option 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 Option 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 Option in every particular, without alteration
or enlargement or any change whatsoever.



                                       11
<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 Option 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 Option 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 Option, shall not
constitute all such shares of Common Stock covered by the within Option, that a
new Option for the balance of the shares of Common Stock covered by the within
Option shall be registered in the name of, and delivered to, the undersigned at
the address stated below.


Dated: __________________                   Name________________________
                                                (Print)

Address:



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



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