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                        VEUNTURES-NATIONAL INCORPORATED


         2002 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS, AS AMENDED


1.       Purpose

         The purpose of the Ventures-National Incorporated 2002 Stock Option
Plan for Non-Employee Directors (the "Plan") is to promote the interests of
Ventures-National Incorporated (the "Company") and its stockholders by
increasing the proprietary and vested interest of non-employee directors in the
growth and performance of the Company by granting such directors options to
purchase shares of Common Stock, par value $0.001 per share (the "Shares"), of
the Company.

2.       Administration

         The Plan shall be administered by the Company's Board of Directors (the
"Board"). Subject to the provisions of the Plan, the Board shall be authorized
to interpret the Plan, to establish, amend, and rescind any rules and
regulations relating to the Plan and to make all other determinations necessary
or advisable for the administration of the Plan; provided, however, that the
Board shall have no discretion with respect to the selection of directors to
receive options, the number of Shares subject to any such options, the purchase
price thereunder or the timing of grants of options under the Plan. The
determinations of the Board in the administration of the Plan, as described
herein, shall be final and conclusive. The Secretary of the Company shall be
authorized to implement the Plan in accordance with its terms and to take such
actions of a ministerial nature as shall be necessary to effectuate the intent
and purposes thereof. The validity, construction and effect of the Plan and any
rules and regulations relating to the Plan shall be determined in accordance
with the laws of the State of Delaware.

3.       Eligibility

         The class of individuals eligible to receive grants of options under
the Plan shall be directors of the Company who are "Non-Employee Directors", as
such term is defined in Rule 16b-3(b)(3) promulgated under the Securities
Exchange Act of 1934 ("Eligible Directors"). Any holder of an option granted
hereunder shall hereinafter be referred to as a "Participant."

4.       Shares

         Subject to the Plan Subject to adjustment as provided in Section 6, an
aggregate of Four Hundred Fifty Thousand (450,000) Shares shall be available for
issuance upon the exercise of options granted under the Plan. The Shares
deliverable upon the exercise of options may be made available from authorized
but unissued Shares or treasury Shares. If any option granted under the Plan
shall terminate for any reason without having been exercised, the Shares subject
to, but not delivered under, such option shall be available for other options.
If any option granted under the Plan is exercised through the delivery of
Shares, the number of Shares available for issuance upon the exercise of options
shall be increased by the number of Shares surrendered, to the extent
permissible under Rule 16b-3.


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5.       Grant, Terms and Conditions of Options

         (a) Upon first election or appointment to the Board, each newly elected
Eligible Director will be granted an option to purchase 50,000 Shares.

         (b) Immediately following each Annual Stockholders Meeting, commencing
with the meeting following the close of fiscal year 2002, an Eligible Director
serving as Chairman of the Board, other than an Eligible Director first elected
to the Board within the 12 months immediately preceding and including such
meeting, will be granted an option to purchase 50,000 Shares; and each Eligible
Director, other than an Eligible Director first elected to the Board within the
12 months immediately preceding and including such meeting, will be granted an
option to purchase 50,000 Shares.

         (c) The options granted will be non statutory stock options not
intended to qualify under Section 422 of the Internal Revenue Code of 1986, as
amended (the "Internal Revenue Code"), and shall have the following terms and
conditions:

                  (i) Price. The purchase price per Share deliverable upon the
         exercise of each option shall be 100% of the Fair Market Value per
         Share on the date the option is granted. For purposes of this Plan,
         Fair Market Value shall be the closing sales price as reported on the
         Nasdaq National Market or such other national securities exchange,
         inter-dealer quotation system or electronic bulletin board or over the
         counter market as the Company's Common Stock shall then be traded on
         the date in question, or, if the Shares shall not have traded on such
         date, the closing sales price on the first date prior thereto on which
         the Shares were so traded.

                  (ii) Payment. Options may be exercised upon payment of the
         purchase price thereof in full. Such payment shall be made in cash or,
         unless otherwise determined by the Board, in Shares, which shall have a
         Fair Market Value (determined in accordance with the rules of paragraph
         (i) above) at least equal to the aggregate exercise price of the Shares
         being purchased, or a combination of cash and Shares.

                  To the extent permitted by the Board and applicable laws and
         regulations (including, without limitation, federal tax and securities
         laws and regulations and state corporate law), an option may be
         exercised by delivery of a properly executed Notice of Exercise,
         together with irrevocable instructions to a broker, all in accordance
         with the regulations of the Federal Reserve Board, to promptly deliver
         to the Company the amount of sale or loan proceeds to pay the exercise
         price and any federal, state, or local withholding tax obligations that
         may arise in connection with the exercise.

                  (iii) Exercisability and Term of Options. Unless otherwise
         specified in the option, fifty percent of the options granted hereunder
         shall be exercisable commencing on the first anniversary of the date of
         grant, and the remaining fifty percent shall be exercisable commencing


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         on the second anniversary of the date of grant and shall be exercisable
         until the date ten years from the date of grant. Options shall be
         exercisable in whole or in part at all times during the period
         beginning on the date which is the first anniversary of the date of
         grant until the earlier of ten years from the date of grant (unless
         otherwise specified in the option) and the expiration of the one year
         period provided in paragraph (iv) below.

                  (iv) Termination of Service as Eligible Director. Upon
         termination of a participant's service as Director for any reason, all
         vested options shall be exercisable in whole or in part for a period of
         one year from the date upon which the participant ceases to be a
         Director, provided that in no event shall the options be exercisable
         beyond the period provided for in paragraph (iii) above.

                  (v) Nontransferability of Options. No option may be assigned,
         alienated, pledged, attached, sold or otherwise transferred or
         encumbered by a participant otherwise than by will or the laws of
         descent and distribution, and during the lifetime of the participant to
         whom an option is granted it may be exercised only by the participant
         or by the participant's guardian or legal representative.
         Notwithstanding the foregoing, options may be transferred pursuant to a
         qualified domestic relations order. The Optionee may not transfer or
         otherwise dispose of shares acquired upon exercise of an option without
         first offering such shares to the Company for purchase on the same
         terms and conditions as those offered to the proposed transferee. The
         foregoing rights of the Company shall be assignable by the Company upon
         reasonable written notice to the Optionee.

                  (vi) Listing and Registration. Each option shall be subject to
         the requirement that if at any time the Board shall determine, in its
         discretion, that the listing, registration or qualification of the
         Shares subject to such option upon any securities exchange or under any
         state or federal law, or the consent or approval of any governmental
         regulatory body, is necessary or desirable as a condition of, or in
         connection with, the granting of such option or the issue or purchase
         of Shares thereunder, no such option may be exercised in whole or in
         part unless such listing, registration, qualification, consent or
         approval shall have been effected or obtained free of any condition not
         acceptable to the Board.

                  (vii) Option Agreement. Each option granted hereunder shall be
         evidenced by an agreement with the Company which shall contain the
         terms and provisions set forth herein and shall otherwise be consistent
         with the provisions of the Plan.

6.       Adjustment of and Changes in Shares

         In the event of a stock split, stock dividend, subdivision or
combination of the Shares or other change in corporate structure affecting the
Shares, the number of Shares authorized by the Plan shall be increased or
decreased proportionately, as the case may be, and the number of Shares subject
to any outstanding option shall be increased or decreased proportionately, as
the case may be, with appropriate corresponding adjustment in the purchase price
per Share thereunder.


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7.       No Rights of Stockholders

         Neither a Participant nor a Participant's legal representative shall
be, or have any of the rights and privileges of, a stockholder of the Company in
respect of any Shares purchasable upon the exercise of any option, in whole or
in part, unless and until certificates for such Shares shall have been issued.

8.       Plan Amendments

         The Plan may be amended by the Board, as it shall deem advisable or to
conform to any change in any law or regulation applicable thereto; provided,
that the Board may not, without the authorization and approval of stockholders
of the Company: (i) increase the number of Shares which may be purchased
pursuant to options hereunder, either individually or in the aggregate, except
as permitted by Section 6, (ii) change the requirement of Section 5(d) that
option grants be priced at Fair Market Value, except as permitted by Section 6,
(iii) modify in any respect the class of individuals who constitute Eligible
Directors or (iv) materially increase the benefits accruing to Participants
hereunder. The provisions of Sections 3 and/or 5 may not be amended more often
than once every six months, other than to comport with changes in the Internal
Revenue Code, the Employee Retirement Income Security Act, or the rules under
either such statute.

9.       Effective Date and Duration of Plan

         The Plan shall become effective upon the adoption by the Board so long
as it is approved by Stockholders at any time within 12 months after the
adoption of the Plan by the Board. The Plan shall terminate the day following
the tenth Annual Stockholders Meeting at which Directors are elected succeeding
the Annual Stockholders Meeting at which the Plan was approved by Stockholders,
unless the Plan is extended or terminated at an earlier date by Stockholders or
is terminated by exhaustion of the Shares available for issuance hereunder.