<PAGE>


     As filed with the Securities and Exchange Commission on April 8, 2003
                              File No. 333-[_____]

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8
                             Registration Statement
                        Under the Securities Act of 1933

                         VENTURES-NATIONAL INCORPORATED
                       (Name of Registrant in its charter)

          UTAH                                                87-0433444
(State or jurisdiction of                                  (I.R.S. Employer
incorporation or organization)                             Identification No.)

                        44358 OLD WARM SPRINGS BOULEVARD
                            FREMONT, CALIFORNIA 94538
                                 (510) 824-1240
                   (Address, including zip code, and telephone
             number, including area code, of Registrant's principal
                               executive offices)

                              CONSULTING AGREEMENTS
                            (Full Title of the Plan)

                                 JAMES E. PATTY
                        44358 OLD WARM SPRINGS BOULEVARD
                            FREMONT, CALIFORNIA 94538
                                 (510) 824-1240
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 With copies to:

                                 Robert S. Brown
                                 John F. Watkins
                                Reitler Brown LLC
                          800 Third Avenue, 21st floor
                               New York, NY 10022
                                 (212) 209-3050




<PAGE>




                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
                                                          Proposed        Proposed
                                                           Maximum        Maximum
                                            Amount        Offering       Aggregate       Amount of
          Title of Securities               To be         Price per       Offering      Registration
           to be Registered               Registered        Share          Price            Fee
-------------------------------------------------------------------------------------------------------
<S>                                       <C>             <C>          <C>              <C>
Common Stock, par value $.001 (1)         300,000           $2.30       $690,000           $55.82(1)

-------------------------------------------------------------------------------------------------------
</TABLE>
(1) The shares are to be issued pursuant to two consulting agreements and
    the proposed maximum offering price per share has been
    estimated/determined pursuant to Rule 457(h), and is based on the
    closing price of the Company's Common Stock on the OTCBB market on
    April 3, 2003.



                                       2
<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


ITEM 1.  PLAN INFORMATION


The documents containing the information specified in this Item will be sent or
given free of charge to each of Mr. Andrew Glashow and Mr. Frank Crivello
(collectively, the "Consultants") under their respective Consulting Agreements
with the Company made as of March 15, 2003 (collectively, the "Plans"), and are
not being filed with, or included in, this Registration Statement on Form S-8
(this "Registration Statement"), in accordance with the rules and regulations of
the Securities and Exchange Commission (the "Commission").


ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION


The documents containing the information specified in this Item will be sent or
given free of charge to the Consultants with respect to shares of Common Stock
issued pursuant to the Plans and are not being filed with, or included in, this
Registration Statement, in accordance with the rules and regulations of the
Commission.




                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.


The following documents which heretofore have been filed with the Commission by
Ventures-National Incorporated, a Utah corporation (the "Company" or
"Registrant"), are incorporated by reference in this Registration Statement:

(a)    the Registrant's Annual Report on Form 10-KSB for the fiscal year ended
       August 31, 2002;

(b)    the Registrant's Quarterly Report on Form 10-QSB for the fiscal quarter
       ended November 30, 2002;

(c)    the Registrant's Current Reports on Form 8-K filed with the Commission on
       December 18, 2002, February 19, 2003, March 10, 2003, and March 11, 2003;

(d)    Not applicable.


All documents filed by the Registrant with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the date hereof and prior to the filing of a
post-effective amendment, which indicates that all securities offered have been
sold or which deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.


ITEM 4. DESCRIPTION OF SECURITIES.

The Registrant is authorized to issue one class of securities, being comprised
of $0.001 par value common voting stock. The holders of the $0.001 par value
common stock of the Registrant have traditional rights as to voting, dividends
and liquidation. All shares of common stock are entitled to one vote on all
matters; there are no pre-emptive rights and cumulative voting is not allowed.
The common stock is not subject to redemption and carries no subscription or
conversion rights. In the event of liquidation of the Registrant, the holders of
common stock are entitled to share equally in corporate assets after
satisfaction of all liabilities.



                                       3
<PAGE>


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.


Not applicable.


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 16-10a-902(1) of the Utah Revised Business Corporation Act authorizes a
Utah corporation to indemnify any director against liability incurred in any
proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful.

Section 16-10a-902(4) prohibits a Utah corporation from indemnifying a director
in a proceeding by or in the right of the corporation in which the director was
adjudged liable to the corporation or in a proceeding in which the director was
adjudged liable on the basis that he or she improperly received a personal
benefit. Otherwise, Section 16-10a-902(5) allows indemnification for reasonable
expenses incurred in connection with a proceeding by or in the right of a
corporation.

Unless limited by the Articles of Incorporation, Section 16-10a-905 authorizes a
director to apply for indemnification to the court conducting the proceeding or
another court of competent jurisdiction. Section 16-10a-907(1) extends this
right to officers of a corporation as well.

Unless limited by the Articles of Incorporation, Section 16-10a-903 requires
that a corporation indemnify a director who was successful, on the merits or
otherwise, in defending any proceeding to which he or she was a party against
reasonable expenses incurred in connection therewith. Section 16-10a-907(1)
extends this protection to officers of a corporation as well.

Pursuant to Section 16-10a-904(1), the corporation may advance a director's
expenses incurred in defending any proceeding upon receipt of an undertaking and
a written affirmation of his or her good faith belief that he or she has met the
standard of conduct specified in Section 16-10a-902. Unless limited by the
Articles of Incorporation, Section 16- 10a-907(2) extends this protection to
officers, employees, fiduciaries and agents of a corporation as well.

Regardless of whether a director, officer, employee, fiduciary or agent has the
right to indemnity under the Utah Revised Business Corporation Act, Section
16-10a-908 allows the corporation to purchase and maintain insurance on his or
her behalf against liability resulting from his or her corporate role.


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.


Not Applicable


ITEM 8. EXHIBITS.

Exhibit

5        Opinion of Leonard Neilson, Attorney at Law.

23.1     Consent of Stonefield Josephson, Inc., independent auditors
         of Registrant.

23.2     Consent of Leonard Neilson, Attorney at Law (included in Exhibit
         5 opinion letter).

24       Power of Attorney (included on signature page).

99.1     Consulting Agreement made as of March 15, 2003 between Registrant
         and Frank Crivello.

99.2     Consulting Agreement made as of March 15, 2003 between registrant
         and Andrew Glashow.


                                       4
<PAGE>


ITEM 9. UNDERTAKINGS.


(a)      The undersigned Registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement:

                  (i)      to include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     to reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement;
                           and

                  (iii)    to include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement.


         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.


         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.


(b)      The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.


(c)       Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.



                                       5
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fremont, State of California, on April 7, 2003.


                                   VENTURES-NATIONAL INCORPORATED


                                   By:  /s/James E. Patty
                                        -----------------
                                       James E. Patty, Chief Executive Officer




                                       6

<PAGE>


                                 SIGNATURE PAGE
                                       AND
                                POWER OF ATTORNEY

         The undersigned officers and directors of Ventures-National
Incorporated hereby constitute and appoint Mr. David M. Marks with power to act
one without the other, our true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for us and in our stead, in any and
all capacities to sign any and all amendments (including post-effective
amendments) to this Registration Statement and all documents relating thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing necessary or advisable to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his or her substitutes, may lawfully do or cause to be done by virtue
hereof.

<TABLE>
<CAPTION>
Signatures                                  Title                                                Date
----------                                  -----                                                ----

<S>                                         <C>                                                <C>
/s/ James E. Patty                          President, CEO, principal accounting officer       April 8, 2003
------------------------------              and Director
James E. Patty

/s/David M. Marks                           Chairman of the Board and Director                 April 8, 2003
------------------------------
David M. Marks

/s/ Robert E. Ciri                          Director                                           April 8, 2003
------------------------------
Robert E. Ciri

/s/ Lawrence McFall                         Director                                           April 8, 2003
------------------------------
Lawrence McFall
</TABLE>




                                       7
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{"company-data": {"conformed-name": "VENTURES NATIONAL INC", "cik": "0000770471", "assigned-sic": "3672", "irs-number": "870433444", "state-of-incorporation": "UT", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104365", "film-number": "03642134"}, "business-address": {"street1": "5525 SOUTH 900 EAST", "street2": "#110", "city": "SALT LAKE CITY", "state": "UT", "zip": "84117", "phone": "8133281002"}, "mail-address": {"street1": "5525 SOUTH 900 EAST", "street2": "#110", "city": "SALT LAKE CITY", "state": "UT", "zip": "84117"}}
As filed with the Securities and Exchange Commission on April 8, 2003
                              File No. 333-[_____]

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8
                             Registration Statement
                        Under the Securities Act of 1933

                         VENTURES-NATIONAL INCORPORATED
                       (Name of Registrant in its charter)

          UTAH                                                87-0433444
(State or jurisdiction of                                  (I.R.S. Employer
incorporation or organization)                             Identification No.)

                        44358 OLD WARM SPRINGS BOULEVARD
                            FREMONT, CALIFORNIA 94538
                                 (510) 824-1240
                   (Address, including zip code, and telephone
             number, including area code, of Registrant's principal
                               executive offices)

                              CONSULTING AGREEMENTS
                            (Full Title of the Plan)

                                 JAMES E. PATTY
                        44358 OLD WARM SPRINGS BOULEVARD
                            FREMONT, CALIFORNIA 94538
                                 (510) 824-1240
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 With copies to:

                                 Robert S. Brown
                                 John F. Watkins
                                Reitler Brown LLC
                          800 Third Avenue, 21st floor
                               New York, NY 10022
                                 (212) 209-3050
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------
                                                          Proposed        Proposed
                                                           Maximum        Maximum
                                            Amount        Offering       Aggregate       Amount of
          Title of Securities               To be         Price per       Offering      Registration
           to be Registered               Registered        Share          Price            Fee
-------------------------------------------------------------------------------------------------------
Common Stock, par value $.001 (1)         300,000           $2.30       $690,000           $55.82(1)

-------------------------------------------------------------------------------------------------------
(1) The shares are to be issued pursuant to two consulting agreements and
    the proposed maximum offering price per share has been
    estimated/determined pursuant to Rule 457(h), and is based on the
    closing price of the Company's Common Stock on the OTCBB market on
    April 3, 2003.

                                       2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION

The documents containing the information specified in this Item will be sent or
given free of charge to each of Mr. Andrew Glashow and Mr. Frank Crivello
(collectively, the "Consultants") under their respective Consulting Agreements
with the Company made as of March 15, 2003 (collectively, the "Plans"), and are
not being filed with, or included in, this Registration Statement on Form S-8
(this "Registration Statement"), in accordance with the rules and regulations of
the Securities and Exchange Commission (the "Commission").

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

The documents containing the information specified in this Item will be sent or
given free of charge to the Consultants with respect to shares of Common Stock
issued pursuant to the Plans and are not being filed with, or included in, this
Registration Statement, in accordance with the rules and regulations of the
Commission.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents which heretofore have been filed with the Commission by
Ventures-National Incorporated, a Utah corporation (the "Company" or
"Registrant"), are incorporated by reference in this Registration Statement:

(a)    the Registrant's Annual Report on Form 10-KSB for the fiscal year ended
       August 31, 2002;

(b)    the Registrant's Quarterly Report on Form 10-QSB for the fiscal quarter
       ended November 30, 2002;

(c)    the Registrant's Current Reports on Form 8-K filed with the Commission on
       December 18, 2002, February 19, 2003, March 10, 2003, and March 11, 2003;

(d)    Not applicable.

All documents filed by the Registrant with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the date hereof and prior to the filing of a
post-effective amendment, which indicates that all securities offered have been
sold or which deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

The Registrant is authorized to issue one class of securities, being comprised
of $0.001 par value common voting stock. The holders of the $0.001 par value
common stock of the Registrant have traditional rights as to voting, dividends
and liquidation. All shares of common stock are entitled to one vote on all
matters; there are no pre-emptive rights and cumulative voting is not allowed.
The common stock is not subject to redemption and carries no subscription or
conversion rights. In the event of liquidation of the Registrant, the holders of
common stock are entitled to share equally in corporate assets after
satisfaction of all liabilities.

                                       3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 16-10a-902(1) of the Utah Revised Business Corporation Act authorizes a
Utah corporation to indemnify any director against liability incurred in any
proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful.

Section 16-10a-902(4) prohibits a Utah corporation from indemnifying a director
in a proceeding by or in the right of the corporation in which the director was
adjudged liable to the corporation or in a proceeding in which the director was
adjudged liable on the basis that he or she improperly received a personal
benefit. Otherwise, Section 16-10a-902(5) allows indemnification for reasonable
expenses incurred in connection with a proceeding by or in the right of a
corporation.

Unless limited by the Articles of Incorporation, Section 16-10a-905 authorizes a
director to apply for indemnification to the court conducting the proceeding or
another court of competent jurisdiction. Section 16-10a-907(1) extends this
right to officers of a corporation as well.

Unless limited by the Articles of Incorporation, Section 16-10a-903 requires
that a corporation indemnify a director who was successful, on the merits or
otherwise, in defending any proceeding to which he or she was a party against
reasonable expenses incurred in connection therewith. Section 16-10a-907(1)
extends this protection to officers of a corporation as well.

Pursuant to Section 16-10a-904(1), the corporation may advance a director's
expenses incurred in defending any proceeding upon receipt of an undertaking and
a written affirmation of his or her good faith belief that he or she has met the
standard of conduct specified in Section 16-10a-902. Unless limited by the
Articles of Incorporation, Section 16- 10a-907(2) extends this protection to
officers, employees, fiduciaries and agents of a corporation as well.

Regardless of whether a director, officer, employee, fiduciary or agent has the
right to indemnity under the Utah Revised Business Corporation Act, Section
16-10a-908 allows the corporation to purchase and maintain insurance on his or
her behalf against liability resulting from his or her corporate role.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable

ITEM 8. EXHIBITS.

Exhibit

5        Opinion of Leonard Neilson, Attorney at Law.

23.1     Consent of Stonefield Josephson, Inc., independent auditors
         of Registrant.

23.2     Consent of Leonard Neilson, Attorney at Law (included in Exhibit
         5 opinion letter).

24       Power of Attorney (included on signature page).

99.1     Consulting Agreement made as of March 15, 2003 between Registrant
         and Frank Crivello.

99.2     Consulting Agreement made as of March 15, 2003 between registrant
         and Andrew Glashow.

                                       4
ITEM 9. UNDERTAKINGS.

(a)      The undersigned Registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement:

                  (i)      to include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     to reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement;
                           and

                  (iii)    to include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

(b)      The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c)       Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       5
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fremont, State of California, on April 7, 2003.

                                   VENTURES-NATIONAL INCORPORATED

                                   By:  /s/James E. Patty
                                        -----------------
                                       James E. Patty, Chief Executive Officer

                                       6
SIGNATURE PAGE
                                       AND
                                POWER OF ATTORNEY

         The undersigned officers and directors of Ventures-National
Incorporated hereby constitute and appoint Mr. David M. Marks with power to act
one without the other, our true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for us and in our stead, in any and
all capacities to sign any and all amendments (including post-effective
amendments) to this Registration Statement and all documents relating thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing necessary or advisable to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his or her substitutes, may lawfully do or cause to be done by virtue
hereof.
Signatures                                  Title                                                Date
----------                                  -----                                                ----
/s/ James E. Patty                          President, CEO, principal accounting officer       April 8, 2003
------------------------------              and Director
James E. Patty

/s/David M. Marks                           Chairman of the Board and Director                 April 8, 2003
------------------------------
David M. Marks

/s/ Robert E. Ciri                          Director                                           April 8, 2003
------------------------------
Robert E. Ciri

/s/ Lawrence McFall                         Director                                           April 8, 2003
------------------------------
Lawrence McFall
7