Mr. David Marks
Chairman
Ventures-National Incorporated ("VNI")
1818 North Farwell Avenue
Milwaukee, Wisconsin 53202


Dear David:

     I hereby  tender my  resignation  as a member of the Board of  Directors of
VNI, together with any committees of or appointed by the Board. This resignation
was not the result of any disagreement between VNI and me.

     Further,  this confirms that VNI has fulfilled all financial obligations to
me,   owes  me  no  other   sums,   including   salary,   commissions,   expense
reimbursements,  stock options,  or stock warrants or any other consideration of
any kind  whatsoever.  In  addition,  I hereby  agree that all stock  options or
warrants previously granted to me are hereby terminated as of this date, without
further right of exercise, and without any further consideration payable to me.

     I wish you and the VNI Team the very best.


Dated:  June 17, 2005



                                            By:/s/ KENNETH L. SHIRLEY
                                               ----------------------
                                                   Kenneth L. Shirley