10KSB/A

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-KSB/A

AMENDMENT NO. 2

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the year ended December 31, 2003

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                    

Commission File Number 000-24803

VESTIN GROUP, INC.

(Name of small business issuer in its charter)

Delaware	52-2102142
(State or other jurisdiction of incorporation of organization)	(I.R.S. Employer Identification No.)

2901 El Camino Avenue, Suite 206, Las Vegas, Nevada 89102

(Address of principal executive offices)

(702) 227-0965

(Issuer’s telephone number)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: Common Stock, $.0001 Par Value

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. o

State issuer’s revenues for its most recent fiscal year. $23,080,565

As of March 1, 2004, there were 5,328,340 shares of the issuer’s common stock, $.0001 par value, issued and outstanding. The aggregate market value of the common stock held by non-affiliates on March 1, 2004 was approximately $9.32 million.

TABLE OF CONTENTS

PART III
	ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
	ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
	ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
EXHIBIT INDEX
Employment Agreement - Peggy Shustek
Totally Restated Employment Agmt - Lance Bradford
Amended Intercreditor Agreement
Office Lease Agreement
Office Lease
Office Lease Agreement
Certification of Michael V. Shustek Pursuant to Section 302
Certification of Lance K. Bradford Pursuant to Section 302
Certification Pursuant to U.S.C. 18 Section 1350

DOCUMENTS INCORPORATED BY REFERENCE

None.

Transitional Small Business Disclosure Format (check one): Yes o No x

EXPLANATORY NOTE

This Amendment No. 2 on Form 10-KSB/A amends and restates in its entirety Item 9 “Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act,” Item 11 “Security Ownership of Certain Beneficial Owners and Management” and Item 13 “Exhibits and Reports on Form 8-K” of the Annual Report on Form 10-KSB/A of Vestin Group, Inc. (the “Company”) for the fiscal year ended December 31, 2003. Item 9 has been amended and restated for the sole purpose of adding information regarding the late filing of a Form 3 and Form 4. Item 11 has been amended and restated for the purpose of adding information concerning an additional beneficial owner in the table appearing following the caption “Share Ownership” and amending the security ownership of Michael J. Whiteaker. Item 13 has been amended and restated for the purpose of adding an additional material agreement and renumbering certain exhibits. Pursuant to the Securities and Exchange Act (“Exchange Act”) Rule 12b-15, the Company’s principal executive officer and principal financial officer are providing new certifications required by Exchange Act Rule 13a-14 and 18 U.S.C. Section 1350.

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PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

The following sets forth certain information regarding the directors and executive officers of Vestin Group as of March 15, 2004:

Name	Age		Title
Michael V. Shustek		45	Chairman of the Board, Chief Executive Officer, President and Director
Lance K. Bradford		37	Treasurer, Chief Financial Officer and Director
Ira S. Levine		43	Secretary
Michael J. Whiteaker		54	Vice President of Regulatory Affairs
Peggy Shustek		34	Vice President of Vestin Mortgage, a subsidiary of Vestin Group
Daniel B. Stubbs		42	Senior Vice President, Underwriting of Vestin Mortgage, a subsidiary of Vestin Group
Robert J. Aalberts		53	Director
David Chavez		39	Director
Roland M. Sansone		49	Director

All the directors of Vestin Group hold office until the next annual meeting of stockholders. The last annual meeting of Vestin Group stockholders was November 24, 2003. Michael Shustek can cause a change in the Board of Directors of Vestin Group by virtue of his controlling ownership interest in Vestin Group. The By-laws of Vestin Group provide for up to five directors and permit the Board of Directors to fill any vacancy on the Board of Directors. Officers of the company serve at the discretion of the Board of Directors.

The principal occupation and business experience for each of our officers and directors and key employees, for at least the last five years, are as follows:

Robert J. Aalberts has been a director of Vestin Group since April 1999. Since 1991, Professor Aalberts has held the Ernst Lied Professor of Legal Studies professorship at the University of Nevada, Las Vegas. From 1984 to 1991, Professor Aalberts was an Associate Professor of Business Law at Louisiana State University in Shreveport, Louisiana. From 1982 through 1984, he served as an attorney for Gulf Oil Company. Professor Aalberts has co-authored a book relating to the regulatory environment, law and business of real estate; and he is the author of numerous legal articles, dealing with various aspects of real estate, business and the practice of law. Professor Aalberts received his Juris Doctor degree from Loyola University, in New Orleans, Louisiana, received his Masters of Arts from the University of Missouri in Columbia, Missouri and received a Bachelor of Arts degree in Social Sciences, Geography from the Bemidji State University in Bemidji, Minnesota. He is admitted to the State Bar of Louisiana but is presently on inactive status.

Lance K. Bradford has served as Chief Financial Officer, Treasurer and Secretary and a director of Vestin Mortgage and Treasurer and a director of Vestin Group since April 1999. In addition, Mr. Bradford was appointed as Chief Financial Officer of Vestin Group in February 2004 and serves on the Company’s loan committee. Mr. Bradford also served as President of Vestin Group from January 2001 until February 2004. Mr. Bradford previously held the office of Chief Financial Officer of Vestin Group from 1999 to September 2002. Mr. Bradford also acts as the functional equivalent of a Chief Financial Officer for both Vestin Fund I and Vestin Fund II. Mr. Bradford was also the Corporate Secretary of Vestin Group from 1999 to 2000. Since 1992, Mr. Bradford has been a partner in L.L. Bradford & Company, Las Vegas, Nevada, a certified public accounting firm that he founded. From 1988 to 1991, Mr. Bradford served as an accountant with Ernst & Young International. Mr. Bradford received a Bachelor of Science degree in Accounting from the University of Nevada, in Reno, Nevada.

David Chavez was elected as a director in November 2003. Mr. Chavez has served as the chief executive officer of Chavez & Koch, a business consulting and certified public accounting firm since 1996. Prior to 1996, Mr. Chavez served in both the tax and audit practices of Arthur Andersen. Mr. Chavez serves as the chairman of the Henderson Chamber of Commerce’s Business Action Committee. Mr. Chavez received his Bachelor of Science in Business Administration from the University of Nevada, Las Vegas with a concentration in Accounting. Mr. Chavez is a certified public accountant.

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Ira S. Levine has been the Corporate Secretary of Vestin Group since January 2001. Mr. Levine also served as the Executive Vice President of Legal and Corporate Affairs from September 2000 to December 2003. Mr. Levine received his Bachelor of Science in Business Administration specializing in Accounting from the University of Nevada in 1982, his Juris Doctor from Pepperdine University School of Law in 1985 and his Masters of Legal Letters in Taxation from New York University in 1986. Mr. Levine is a member of the state bars of both Nevada and California. Since July 2003, Mr. Levine has been a partner of Levine, Garfinkel & Katz, LLP. From 1997 to 2003, Mr. Levine was a partner in the law firm of Berkley, Gordon, Levine, Goldstein & Garfinkel, LLP. Prior to that he was a shareholder in the law firm of Levine, McBride & Garfinkel, LLP. From 1995 to 1997, Mr. Levine was a shareholder in the law firm of Quartes & Brady LLP, formerly known as Streich Lang. Prior to that, Mr. Levine was senior vice president, secretary and general counsel of United Gaming, Inc. now known as Alliance Gaming, Inc. Mr. Levine started his legal career with the law firm of McKenna Long & Aldridge LLP formerly known as McKenna, Conner & Cuneo in Los Angeles, California.

Peggy Shustek has been with Vestin Group since September 1995, and is currently Vice President of Vestin Mortgage. Ms. Shustek was the President of Vestin Mortgage from January 2001 to February 2004. From 1997 to 2000, Ms. Shustek was the Senior Vice President of Vestin Mortgage. Ms. Shustek is responsible for all new and existing clients, loan packages and manages investor relationships and serves as the administrator of the corporate offices. Ms. Shustek has over ten years of experience in title, escrow and private lending. Ms. Shustek is the former wife of Mr. Shustek, the Company’s Chief Executive Officer, President and Chairman.

Roland M. Sansone was elected as a director in November 2003. Mr. Sansone has served as President of Sansone Development, Inc. since 2002. Sansone Development, Inc. is a real estate development company. Mr. Sansone has been self-employed as a manager and developer of real estate since 1980. Mr. Sansone is currently the president of several companies that develop, own and manage commercial and residential property. Mr. Sansone attended Mt. San Antonio College.

Michael V. Shustek has been a director of Vestin Mortgage, a subsidiary of Vestin Group, and Chairman of the Board of Directors, Chief Executive Officer and a director of Vestin Group since April 1999. In February 2004, Mr. Shustek became the President of Vestin Group. Mr. Shustek also serves on the Company’s loan committee. In 2003, Mr. Shustek became the Chief Executive Officer of Vestin Mortgage. In 1995, Mr. Shustek founded Del Mar Mortgage, and has been involved in various aspects of the real estate industry in Nevada since 1990. In 1993, he founded Foreclosures of Nevada, Inc., a company specializing in non-judicial foreclosures. In 1993, Mr. Shustek also started Shustek Investments, a company that originally specialized in property valuations for third-party lenders or investors and which continues today as the primary vehicle for his private investment portfolio. In 1997, Mr. Shustek was involved in the initial founding of Nevada First Bank, with the largest initial capital base of any new state charter in Nevada’s history. Mr. Shustek has co-authored two books, entitled “Trust Deed Investments”, on the topic of private mortgage lending, and “If I Can Do It, So Can You”. Mr. Shustek is a guest lecturer at the University of Nevada, Las Vegas, where he also has taught a course in Real Estate Law and Ethics. Mr. Shustek received a Bachelor of Science degree in Finance at the University of Nevada, Las Vegas. Mr. Shustek is the former husband of Ms. Shustek, the Vice President of Vestin Mortgage.

Daniel B. Stubbs has been the Executive Vice President, Underwriting of Vestin Mortgage since January 2000. Mr. Stubbs is responsible for analyzing the risks of each loan as well as prescribing Title Insurance coverage for each individual transaction. In addition, Mr. Stubbs serves on the loan committee and acts as a liaison between Vestin Mortgage and the various banks that carry its lines of credit. Mr. Stubbs has over 13 years experience in the Title Insurance industry. Mr. Stubbs received his Bachelor of Arts in Communications Studies from the University of Nevada, in Las Vegas, Nevada.

Michael J. Whiteaker has been Vice President of Regulatory Affairs of Vestin Group since May 14, 1999 and is experienced in the banking and finance regulatory fields, having most recently served with the State of Nevada, Financial Institution Division from 1982 to 1999 as its Supervisory Examiner, responsible for the financial and regulatory compliance audits of all financial institutions in Nevada. Mr. Whiteaker has worked extensively on matters pertaining to both state and federal statutes, examination procedures, policy determination and credit administration for commercial and real estate loans. From 1973 to 1982 Mr. Whiteaker was Assistant Vice President of Nevada National Bank, responsible for a variety of matters including loan review.

Audit Committee

Vestin Group has established an Audit Committee currently comprised of Robert Aalberts, David Chavez, and Roland Sansone. The Board of Directors of the Company believes that Mr. Chavez is an “audit committee financial expert” as defined in Item 401(e) of Regulation S-B and meets the definition of “independent director” as defined in Rule 4200 of the Marketplace Rules of the National Association of Securities Dealers, Inc.

Director Compensation

We pay our non-employee directors a retainer of $1,500 for each Board meeting attended in person, $750 per Board meeting attended by telephone conference and $500 for each committee meeting attended, whether in person or by telephone. Non-employee directors are reimbursed for reasonable travel time and other out-of-pocket expenses incurred in connection with attendance at meetings of the Board of Directors and committees of the Board of Directors. Each outside director typically receives 15,000 options to acquire the Company’s common stock at the then fair market value on the date the non-employee director is elected to the Board.

Employee directors do not receive any additional compensation for serving as members of our Board of Directors or any committee of our Board of Directors. Employee directors are eligible to participate in our compensation and benefit plans that are generally available to our other employees, including the receipt of stock options under our 2000 Stock Option Plan and 401(k) Plan.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s executive officers and directors, and persons who own more than 10% of a registered class of its equity securities, to file an initial report of securities ownership on Form 3 and reports of changes in securities ownership on Form 4 or 5 with the Securities and Exchange Commission. Such executive officers, directors and 10% stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) forms that they file. Based solely on the Company’s review of the copies of such forms received by the Company, or written representations from certain reporting persons that no Forms 4 or 5 were required for such persons, the Company believes that, for the 2003 fiscal year, the Company’s executive officers and directors timely filed all reports required under Section 16(a) for such fiscal year except that Michael V. Shustek failed to file a Form 4 for warrants granted in connection with his compensation and Daniel Stubbs failed to file a Form 3 to report his securities ownership as an executive officer of the Company.

CODE OF ETHICS

The Company has adopted a code of ethics that applies to the executive officers and senior financial and accounting officers of the Company. The Company’s code of ethics has been filed as Exhibit 14.1 to the Company’s Form 10-KSB filed on March 30, 2004. If we make any substantive amendments to the code of ethics or grant any waiver, including any implicit waiver, from a provision of the code of ethics to our chief executive officer, chief financial officer or chief accounting officer, we will disclose the nature of such amendment or waiver on our website or in a Report on Form 8-K or quarterly or annual report under the Securities and Exchange Act of 1934.

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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Share Ownership

The following table indicates the beneficial ownership of Vestin Group’s voting securities by each person known by Vestin Group to be the beneficial owner of more than 5% of such securities, as well as the securities of Vestin Group beneficially owned by all officers and directors of Vestin Group as of April 15, 2004. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options and warrants held by that person that are currently exercisable or that will become exercisable within 60 days of April 15, 2004, are deemed outstanding even if they have not actually been exercised. Those shares, however, are not deemed outstanding for purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the stockholders listed possess sole voting and investment power with respect to the shares shown.

				Percentage of
	Common Stock			Common Stock
Name	Beneficially Owned			Beneficially Owned(1)
Michael V. Shustek, Chairman, Chief Executive Officer and President of Vestin Group and Chief Executive Officer and President of Vestin Mortgage 2901 El Camino Avenue Las Vegas, Nevada 89102		5,164,199	(2)		70.5	%
Ira S. Levine, Corporate Secretary of Vestin Group 2901 El Camino Avenue Las Vegas, Nevada 89102		175,100	(3)		3.2	%
Peggy Shustek, Vice President of Vestin Mortgage		110,984	(4)		1.8	%
2901 El Camino Avenue Las Vegas, Nevada 89102
Lance K. Bradford, Treasurer, Chief Financial Officer and Director of Vestin Group and Chief Financial Officer, Treasurer, Secretary and Director of Vestin Mortgage		97,160	(5)		*
2901 El Camino Avenue Las Vegas, Nevada 89102
Daniel Stubbs, Senior Vice President, Underwriting of Vestin Mortgage		34,325	(6)		*
2901 El Camino Avenue Las Vegas, Nevada 89102
Michael J. Whiteaker, Vice President of Regulatory Affairs of Vestin Group		50,300	(7)		*
2901 El Camino Avenue Las Vegas, Nevada 89102

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				Percentage of
	Common Stock			Common Stock
Name	Beneficially Owned			Beneficially Owned(1)
Robert J. Aalberts, Director of Vestin Group		16,700	(8)		*
2901 El Camino Avenue Las Vegas, Nevada 8910
David Chavez, Director of Vestin Group		0			*
2901 El Camino Avenue Las Vegas, Nevada 89102
Roland M. Sansone, Director of Vestin Group		0			*
2901 El Camino Avenue Las Vegas, Nevada 89102
Bernard Greenblatt Trust U/A/D 7/15/96, Bernard Greenblatt, Trustee 880 Buffwood Avenue Las Vegas, Nevada 89123		373,355	(9)		7.0	%
The Redd 1996 Trust, William Si Redd, Trustee 2340 Camero Avenue Las Vegas, Nevada 89123		834,704	(10)(11)		15.7	%
Planned Licensing, Inc. 300 East 51st Street New York, New York 10022		1,200,000	(13)		18.4	%
All directors and executive officers as a group (9 persons)(12)		5,648,768			73.3	%

*	Less than 1%
(1)	Based upon 5,328,340 shares outstanding on April 15, 2004.
(2)	Includes warrants to purchase up to 2,000,000 shares of Common Stock within 60 days of April 15, 2004.
(3)	Includes options to purchase up to 150,000 shares of Common Stock exercisable within 60 days of April 15, 2004.
(4)	Includes options to purchase up to 66,109 shares of Common Stock exercisable within 60 days of April 15, 2004.
(5)	Includes warrants to purchase up to 66,660 shares of Common Stock exercisable within 60 days of April 15, 2004.
(6)	Includes options to purchase up to 31,665 shares of Common Stock exercisable within 60 days of April 15, 2004.
(7)	Includes options to purchase up to 50,000 shares of Common Stock exercisable within 60 days of April 15, 2004.
(8)	Includes options to purchase up to 15,000 shares of Common Stock exercisable within 60 days of April 15, 2004.
(9)	The primary beneficiaries of the Greenblatt Trust are three hospitals and Leona Ledbedder.
(10)	Includes warrants to purchase 12,336 shares of Common Stock of the Company held by Millennium 2001 Trust, which has common beneficiaries as the Redd 1996 Trust. The Redd 1996 Trust and the Millennium 2001 Trust are hereinafter referred to collectively as the “Redd 1996 Trust.” The beneficiary of the Redd 1996 Trust is Tammy Redd.

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(11)	The holders of the Company’s preferred stock are entitled to convert their preferred stock into common stock at a ratio of $6.08 for one share of common stock. If all of the preferred stockholders were to convert into common stock, the Redd 1996 Trust would own approximately 12.3% of the total issued and outstanding shares and the Bernard Greenblatt Trust would own approximately 5.5%. In addition, the beneficial ownership of the following stockholders would be reduced as follows: Michael Shustek 58.7%, Ira Levine 2.5%, Peggy Shustek 1.6%, Lance Bradford 1.4%, and all directors and executive officers as a group 61.5%.
(12)	Includes options and warrants to purchase up to 2,379,434 shares of Common Stock exercisable within 60 days of April 15, 2004.
(13)	Consists of warrants to purchase up to 1,200,000 shares of Common Stock exercisable within 60 days of April 15, 2004.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, 2003 with respect to the shares of our common stock that may be issued under our existing equity compensation plans.

						Number of Securities
						Remaining Available for
						Future Issuance Under
	Number of Securities to be					Equity Compensation
	Issued Upon Exercise of			Weighted-average Exercise		Plans
	Outstanding Options,			Price of Outstanding Options,		(Excluding Securities
Plan Category	Warrants and Rights			Warrants and Rights		Reflected in Column (a))
	(a)			(b)		(c)
Equity Compensation Plans Approved by Stockholders (1)		1,129,330		$	5.57		370,670	(2)
Equity Compensation Plans Not Approved by Stockholders		2,000,000	(3)	$	4.53		—
Total		3,129,330					370,670

(1) Consists of the 2000 Stock Option Plan, as amended in 2002.

(2) Consists of shares available for future issuance under the 2000 Stock Option Plan. As of December 31, 2003, an aggregate of 370,670 shares of our common stock were available for issuance under the 2000 Stock Option Plan.

(3) Consists of 2,000,000 warrants of which 500,000 has been granted each year for the past four years to Mr. Shustek pursuant to his employment agreement.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

Exhibit		Page Number/
Number	Description	Filing Method
2.1	Agreement and Plan of Reorganization among the Company, Capsource, Inc. and Stephen J. Byrne, dated as of April 9, 1999		(1	)
2.2	Asset Acquisition Agreement between the Company and Del Mar Holdings, Inc., dated as of April 9, 1999		(1	)
2.3	Asset Acquisition Agreement between the Company and Del Mar Mortgage, Inc., dated as of April 9, 1999		(1	)
2.4	Agreement and Plan of Reorganization among the Company, L. L. Bradford & Company and the Shareholders of L. L. Bradford & Company, dated June 30, 2000		(2	)
3.1	Certificate of Incorporation		(3	)
3.2	By-laws		(3	)
10.1	Employment Agreement between Del Mar Mortgage, Inc. and Steve Byrne, dated November 3, 1998		(4	)
10.2	Transition Agreement between Del Mar Mortgage, Inc. and Capsource, Inc., dated April 27, 1999 and First Amendment thereto, dated April 27, 1999		(4	)
10.3	Employment Agreement between Del Mar Mortgage and Mike Whiteaker, dated May 3, 1999		(4	)
10.4	The 2000 Stock Option Plan of Sunderland Corporation		(4	)
10.5	Employment Agreement between the Company and Michael V. Shustek, dated December 1, 1999		(4	)
10.6	Employment Agreement by and between the Company and Peggy May (now known as Peggy Shustek), dated September 1, 2001.
10.7	Totally Restated and Amended Employment Agreement by and between the Company and Lance Bradford, dated as of January 1, 2003.
10.8	Third Amended and Restated Operating Agreement of Vestin Fund I, LLC (formerly known as DM Mortgage Investors, LLC), dated as of November 2, 2000		(5	)
10.9	Certificate of Designations authorizing the issuance of Series A Convertible Preferred Stock		(6	)
10.10	Operating Agreement of Vestin Fund II, LLC, dated as of December 7, 2001		(7	)
10.11	License Agreement by and between the Company and Planned Licensing, Inc., dated as of January 2001		(8	)
10.12	Amended and Restated Intercreditor Agreement by and between Vestin Mortgage, Inc., Vestin Fund I, LLC, Vestin Fund II, LLC and Owens Financial Group, Inc., dated as of September 25, 2002
10.13	Amended and Restated Operating Agreement of Vestin Fund III, LLC, dated as of May 2, 2003		(13	)
10.14	Office Lease Agreement between the Company and The Wildwood Hills Development, Corporation, dated January 5, 2001
10.15	Employment Agreement by and between the Company and Daniel Stubbs, dated January 1, 2003		(11	)
10.16	Office Lease by and between Luke Properties, LLC and the Company, dated March 2004
10.17	Separation Agreement and Release of All Claims by and between Steve Byrne and the Company, dated as of October 14, 2003		(11	)
10.18	Amended and Restated Intercreditor Agreement by and among Vestin Mortgage, Inc., Vestin Fund I, LLC, Vestin Fund II, LLC, Owens Financial Group, Inc., and Owens Mortgage Investment Fund, dated April 18, 2003		(9	)
10.19	Aircraft Usage Agreement by and between the Company and C5, LLC, dated September 1, 2002		(9	)
10.20	Indemnity Agreement by and between the Company and Del Mar Mortgage, Inc., dated April 15, 2003		(10	)
10.21	Guaranty by and among the Company, Michael V. Shustek, and Del Mar Mortgage, Inc., dated April 15, 2003		(10	)
10.22	Office Lease Agreement by and between The Wildwood Hills Development, Corporation and the Company, dated January 5, 2001		(12	)
10.23	Office Lease Agreement by and between 2901 El Camino, Las Vegas, NV, LLC and the Company, dated August 1, 2002		(12	)
10.24	Office Lease Agreement by and between The Wildwood Hills Development, Corporation and the Company, dated January 5, 2001		(12	)
10.25	Office Lease Agreement by and between 2901 El Camino, Las Vegas, NV, LLC and the Company, dated August 1, 2002
14.1	Code of Ethics		(11	)
21.1	List of Subsidiaries of the Company		(11	)
31.1	Section 302 Certification of Michael V. Shustek
31.2	Section 302 Certification of Lance K. Bradford
32	Certification Pursuant to U.S.C. 18 Section 1350

(1)	Previously filed on Form 8-K (File No. 000-24803) on May 4, 1999.
(2)	Previously filed on Form 8-K (File No. 000-24803) on April 14, 2000.
(3)	Previously filed on Form 10-SB/A (File No. 000-24803) on August 13, 1998.
(4)	Previously filed on Form 10-KSB (File No. 000-24803) on March 31, 2000.
(5)	Previously filed on Form 424B5 (File No. 333-32800) on November 15, 2000.
(6)	Previously filed on Form 8-K (File No. 000-24803) on December 7, 2001.
(7)	Previously filed on Form S-11 (File No. 793646) on December 21, 2000.
(8)	Previously filed on Form 8-K (File No. 000-24803) on January 25, 2001.
(9)	Previously filed by Form SB-2/A (File No. 333-104109) on June 4, 2003.
(10)	Previously filed on Form SB-2/A (File No. 333-104109) on October 15, 2003.
(11)	Previously filed on Form 10-KSB (File No. 000-24803) on March 30, 2004.
(12)	Previously filed on Form 10-KSB/A (File No. 000-24803) on April 14, 2004.
(13)	Previously filed on Form S-11/A (File No. 333-105017) on April 29, 2004.

(b) Reports on Form 8-K.

Current Reports on Form 8-K filed with the Commission on November 19, 2003 and December 24, 2003, which report the following items:

(i) Item 5 — Other Events and Regulation FD Disclosure;

(ii) Item 7 — Financial Statements and Exhibits;

(iii) Item 9 — Regulation FD Disclosure; and

(iv) Item 12 — Results of Operations and Financial Condition, including Consolidated Statements of Income (Unaudited) for the three and nine months ended September 30, 2003 and 2002.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

VESTIN GROUP, INC.
 

/s/ Lance K. Bradford  

Lance K. Bradford, Chief Financial Officer 

Dated: August 4, 2004 

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EXHIBIT INDEX

Exhibit		Page Number/
Number	Description	Filing Method
2.1	Agreement and Plan of Reorganization among the Company, Capsource, Inc. and Stephen J. Byrne, dated as of April 9, 1999		(1	)
2.2	Asset Acquisition Agreement between the Company and Del Mar Holdings, Inc., dated as of April 9, 1999		(1	)
2.3	Asset Acquisition Agreement between the Company and Del Mar Mortgage, Inc., dated as of April 9, 1999		(1	)
2.4	Agreement and Plan of Reorganization among the Company, L. L. Bradford & Company and the Shareholders of L. L. Bradford & Company, dated June 30, 2000		(2	)
3.1	Certificate of Incorporation		(3	)
3.2	By-laws		(3	)
10.1	Employment Agreement between Del Mar Mortgage, Inc. and Steve Byrne, dated November 3, 1998		(4	)
10.2	Transition Agreement between Del Mar Mortgage, Inc. and Capsource, Inc., dated April 27, 1999 and First Amendment thereto, dated April 27, 1999		(4	)
10.3	Employment Agreement between Del Mar Mortgage and Mike Whiteaker, dated May 3, 1999		(4	)
10.4	The 2000 Stock Option Plan of Sunderland Corporation		(4	)
10.5	Employment Agreement between the Company and Michael V. Shustek, dated December 1, 1999		(4	)
10.6	Employment Agreement by and between the Company and Peggy May (now known as Peggy Shustek), dated September 1, 2001.
10.7	Totally Restated and Amended Employment Agreement by and between the Company and Lance Bradford, dated as of January 1, 2003.
10.8	Third Amended and Restated Operating Agreement of Vestin Fund I, LLC (formerly known as DM Mortgage Investors, LLC), dated as of November 2, 2000		(5	)
10.9	Certificate of Designations authorizing the issuance of Series A Convertible Preferred Stock		(6	)
10.10	Operating Agreement of Vestin Fund II, LLC, dated as of December 7, 2001		(7	)
10.11	License Agreement by and between the Company and Planned Licensing, Inc., dated as of January 2001		(8	)
10.12	Amended and Restated Intercreditor Agreement by and between Vestin Mortgage, Inc., Vestin Fund I, LLC, Vestin Fund II, LLC and Owens Financial Group, Inc., dated as of September 25, 2002
10.13	Amended and Restated Operating Agreement of Vestin Fund III, LLC, dated as of May 2, 2003		(13	)
10.14	Office Lease Agreement between the Company and The Wildwood Hills Development, Corporation, dated January 5, 2001
10.15	Employment Agreement by and between the Company and Daniel Stubbs, dated January 1, 2003		(11	)
10.16	Office Lease by and between Luke Properties, LLC and the Company, dated March 2004
10.17	Separation Agreement and Release of All Claims by and between Steve Byrne and the Company, dated as of October 14, 2003		(11	)
10.18	Amended and Restated Intercreditor Agreement by and among Vestin Mortgage, Inc., Vestin Fund I, LLC, Vestin Fund II, LLC, Owens Financial Group, Inc., and Owens Mortgage Investment Fund, dated April 18, 2003		(9	)
10.19	Aircraft Usage Agreement by and between the Company and C5, LLC, dated September 1, 2002		(9	)
10.20	Indemnity Agreement by and between the Company and Del Mar Mortgage, Inc., dated April 15, 2003		(10	)
10.21	Guaranty by and among the Company, Michael V. Shustek, and Del Mar Mortgage, Inc., dated April 15, 2003		(10	)
10.22	Office Lease Agreement by and between The Wildwood Hills Development, Corporation and the Company, dated January 5, 2001		(12	)
10.23	Office Lease Agreement by and between 2901 El Camino, Las Vegas, NV, LLC and the Company, dated August 1, 2002		(12	)
10.24	Office Lease Agreement by and between The Wildwood Hills Development, Corporation and the Company, dated January 5, 2001		(12	)
10.25	Office Lease Agreement by and between 2901 El Camino, Las Vegas, NV, LLC and the Company, dated August 1, 2002
14.1	Code of Ethics		(11	)
21.1	List of Subsidiaries of the Company		(11	)
31.1	Section 302 Certification of Michael V. Shustek
31.2	Section 302 Certification of Lance K. Bradford
32	Certification Pursuant to U.S.C. 18 Section 1350

(1)	Previously filed on Form 8-K (File No. 000-24803) on May 4, 1999.
(2)	Previously filed on Form 8-K (File No. 000-24803) on April 14, 2000.
(3)	Previously filed on Form 10-SB/A (File No. 000-24803) on August 13, 1998.
(4)	Previously filed on Form 10-KSB (File No. 000-24803) on March 31, 2000.
(5)	Previously filed on Form 424B5 (File No. 333-32800) on November 15, 2000.
(6)	Previously filed on Form 8-K (File No. 000-24803) on December 7, 2001.
(7)	Previously filed on Form S-11 (File No. 793646) on December 21, 2000.
(8)	Previously filed on Form 8-K (File No. 000-24803) on January 25, 2001.
(9)	Previously filed by Form SB-2/A (File No. 333-104109) on June 4, 2003.
(10)	Previously filed on Form SB-2/A (File No. 333-104109) on October 15, 2003.
(11)	Previously filed on Form 10-KSB (File No. 000-24803) on March 30, 2004.
(12)	Previously filed on Form 10-KSB/A (File No. 000-24803) on April 14, 2004.
(13)	Previously filed on Form S-11/A (File No. 333-105017) on April 29, 2004.

EX-10.6

                                                                   Exhibit 10.6


                              EMPLOYMENT AGREEMENT

     THIS AGREEMENT is made and entered effective as of September 1, 2001 by
and between VESTIN MORTGAGE, a Nevada corporation (the "Corporation"), and
Peggy May (the "Executive") with reference to the following facts:

                                  WITNESSETH:

     WHEREAS, the Corporation previously hired Executive in the position of
President for the Corporation; and

     WHEREAS, in order to retain the services of the Executive and to maximize
the period of her continued availability, the Corporation desires to enter into
the Agreement with Executive as is more fully set forth herein.

     NOW, THEREFORE, on the basis of the foregoing facts and in consideration
of the mutual covenants and agreements contained herein, the parties hereto
agree as follows:

     1.   Employment. The Corporation hereby agrees to, and does hereby, employ
the Executive and Executive hereby accepts employment with the Corporation on
the terms and conditions set forth in this Agreement (the "Agreement").

     2.   Term. The term of this Agreement shall commence on September 1, 2001,
and shall continue for a period of three (3) years until August 31, 2004 (the
"Term"). After the original Term, this Agreement shall continue for successive
one (1) year periods unless either party hereto shall notify the other in
writing at least thirty (30) days prior to the end of the Term of their
intention of not renewing the same.

     3.   Duties and Services.

          a.   The Corporation and the Executive hereby agree that, subject to
               the provisions of this Agreement, the Corporation will employ the
               Executive and the Executive will serve the Corporation as
               President during the Term.

          b.   Executive agrees during the term of this Agreement not to usurp a
               corporate opportunity for her own financial gain. A corporate
               opportunity shall be defined as a business opportunity which the
               Corporation is financially able to undertake, is, from its
               nature, in the line of the Corporation's business and is one in
               which the Corporation has an interest or a reasonable expectancy.
               Executive agrees that he shall offer a corporate opportunity to
               the Corporation. The Corporation shall have ten (10) days to
               either take the opportunity for itself or to reject the
               opportunity in which case Executive shall have the right to
               pursue such opportunity for himself. Failure to notify Executive
               within such ten (10) day period shall be deemed a rejection of
               the opportunity by the Corporation.

     4.   Definitions. The following terms shall have the following meanings
when used herein:

          a.   Cause. Cause shall exist when and only when Executive (i) is
               convicted of a crime constituting a felony, or (ii) has been
               proven to be dishonest, has embezzled or has committed common law
               fraud ("for Cause").

     5.   Compensation. As salary during the Term, the Corporation shall pay the
Executive, in accordance with its normal payroll, a minimum annual salary of One
Hundred Sixty Thousand Dollars ($160,000) such salary to be paid no less than
semi-monthly during the Term. The Executive shall receive such additional salary
as the Board of Directors of the Corporation may from time to time determine
during the Term. Unless expressly agreed in writing by the parties hereto, no
such additional compensation or benefits shall be deemed to modify or otherwise
affect the terms or conditions of this Agreement. Notwithstanding the foregoing
if Executive is terminated other than for Cause, as defined herein, Executive
shall be entitled to twelve (12) months salary as severance as Executive's sole
and exclusive rights pursuant to this Agreement.

     6.   Other Benefits. During the Term Executive shall receive all rights and
benefits for which he is then eligible under any employee benefit plan or bonus
plan which the Corporation generally provides for its employees. Such benefits
shall include, but not be limited to medical insurance for Executive.

     7.   Death or Disability. In the event of the death of the Executive or the
disability of the Executive, this Agreement shall immediately terminate and the
Corporation shall pay to the Executive or her estate one (1) year's salary in a
single lump sum payment which payment shall be due and payable upon the sooner
of (i) thirty (30) days of Executive's death or (ii) thirty (30) days after
Executive is declared by her physician incapable of performing her duties as
specified in this Agreement. The Corporation shall have the right to fund
Executive's death and/or disability benefit through life insurance.

     8.   Place of Performance. In connection with her employment by the
Corporation during the Term, the Executive shall at all times be entitled to an
office at the principal executive offices of the Corporation, located in Las
Vegas, Nevada, or at such other office of the Corporation, as the Chief
Executive Officer of the Corporation shall, in her reasonable discretion deem to
be in the best interest of the Corporation.

     9.   Outside Activities and Non-Competition.

          a.   Covenant Not to Compete. Executive recognizes that the
               Corporation's decision to enter into this Agreement is induced
               primarily because of the covenants and assurances made by
               Executive, that Executive's covenant not to compete is necessary
               to ensure the continuation of the business of the Corporation and
               the reputation of the Corporation, and that irrevocable harm and
               damage will be done to the Corporation if Executive competes with
               the Corporation. Therefore, Executive agrees that during the term
               of this Agreement and for a period of one (1) year following
               termination of this Agreement, Executive shall not, directly or
               indirectly, as an employee,

                                       2



          employer, contractor, consultant, agent, principal, shareholder,
          corporate officer, director, or in any other individual or
          representative capacity, engage or participate in any business or
          practice within the Practice Territory that is in competition in any
          manner whatsoever with the business of the Corporation without the
          written permission of the Corporation. The term "in competition in any
          manner whatsoever with the business of the Corporation" shall include
          the practice of accounting in the Practice Territory and engaging in
          the mortgage business in the State of Nevada. Practice Territory shall
          be defined as any area in which the Corporation has an office or
          conducts business. Executive agrees:

          (i)  If Executive should set up an office within the Practice
               Territory in competition with the business of the Corporation, it
               would cause economic harm and loss of goodwill to the Corporation
               resulting in immediate and irreparable loss, injuries, and damage
               to the Corporation.

          (ii) Notwithstanding anything to the contrary in this Section 10,
               Executive is not prohibited from owning less than five percent
               (5%) of the equity of any publicly traded entity.

     b.   Enforcement. The Corporation and Executive further agree that if any
          restriction in this Article is held by any court to be unenforceable
          or unreasonable, a lesser restriction will be enforced in its place
          and the remaining restrictions in this Agreement will be enforced
          independently of each other. In any action to enforce any provision of
          this Article 10, the court may award reasonable attorneys' fees,
          costs, and expenses to the prevailing party.

     c.   Survival. The provisions of this Article 10 shall survive the
          termination of this Agreement for one (1) year.

10.  Confidentiality of Information.

     a.   Confidential Information. Executive agrees to keep confidential and
          not to use or to disclose to others during the term of this Agreement
          and for a period of five (5) years thereafter, except as expressly
          consented to in writing by the Corporation or required by law, any
          secrets or confidential technology, proprietary information, patient
          lists, or trade secrets of the Corporation, or any matter or thing
          ascertained by Executive through Executive's affiliation with the
          Corporation, the use or disclosure of which matter or thing might
          reasonably be construed to be contrary to the best interest of the
          Corporation, the use or disclosure of which matter or thing might
          reasonably be construed to be contrary to the best interests of the
          Corporation. This restriction shall not apply to any information that
          (i) is or becomes generally available to and known by the public
          (other than as a result of an unpermitted disclosure directly or
          indirectly by Executive or Executive's affiliates, advisors, or


                                       3


                    representatives; (ii) is or becomes available to Executive
                    on a nonconfidential basis from a source other than the
                    Corporation or its affiliates, advisors, or representatives,
                    provided that, at the time of disclosure to Executive,
                    Executive is not aware that such source was bound by a
                    confidentiality agreement with or other obligation of
                    secrecy to the Corporation; or (iii) has already been or is
                    hereafter independently acquired or developed by the
                    Corporation; without violating any confidentiality agreement
                    with or other obligation of secrecy to the Corporation.

              b.    Departure. Except as provided herein, should Executive
                    leave the employment of the Corporation, Executive will
                    neither take nor retain, without prior written authorization
                    from the Corporation, any papers, client lists, fee books,
                    client records, files, or other documents or copies thereof
                    or other confidential information of any kind belonging to
                    the Corporation pertaining to the Corporation's clients,
                    business, sales, financial condition, or products. Without
                    limiting other possible remedies to the Corporation for
                    the breach of this covenant, Executive agrees that
                    injunctive or other equitable relief shall be available to
                    enforce this covenant, such relief to be without the
                    necessity of posting a bond, cash or otherwise. Executive
                    further agrees that if any restriction contained in this
                    paragraph is held by any court to be unenforceable or
                    unreasonable, a lesser restriction shall be enforced in
                    its place and remaining restrictions contained herein shall
                    be enforced independently of each other.

              c.    Exceptions.

                    (i)   Executive shall not be prohibited from releasing any
                          confidential or proprietary information to Executive's
                          legal counsel or financial advisors, provided that
                          Executive places such advisors under legal obligation
                          not to disclose the confidential information.

                    (ii)  It shall not be a breach of Executive's covenants
                          under this Article 10 if a disclosure is made pursuant
                          to a court order, a valid administrative agency
                          subpoena, or a lawful request for information by an
                          administrative agency. Executive shall give the
                          Corporation prompt notice of any such court order,
                          subpoena, or request for information.

         11   Notice. All Notices and other communications hereunder shall be
in writing and shall be deemed to have been validly served, given or delivered
five (5) days after deposit in the United States mail, by certified mail with
return receipt requested and postage prepaid, when delivered personally,
one (1) day after delivery to any overnight courier, or when transmitted by
facsimile transmission facilities, and addressed to the party to be notified as
follows:

              If to Corporation at:         2901 El Camino, Suite 206
                                            Las Vegas, Nevada 89102


                                               4


     If to Executive at:      2901 El Camino, Suite 206
                              Las Vegas, Nevada 89102

12.  Miscellaneous.

     a.   This Agreement shall inure to the benefit of and be binding upon the
          Corporation, its successors and assigns. This Agreement may not be
          assigned by the Corporation without the prior written consent of the
          Executive. The obligations and duties of the Executive hereunder shall
          be personal and not assignable.

     b.   Whenever possible, each provision of this Agreement shall be
          interpreted in such a neater as to be valid and effective under
          applicable law, but if any provision of this Agreement is found to be
          prohibited or invalid under applicable law, such provision will be
          ineffective to the extent of such prohibition or invalidity without
          invalidating the remainder of such provision or the remaining
          provisions of this Agreement.

     c.   For purposes of this Agreement an "affiliate" of a person shall
          include any person, firm, corporation, association, organization, or
          unincorporated trade or business that, now or hereinafter directly or
          indirectly, controls, or is controlled by, or practices is under
          common control with such person.

     d.   Any waiver, alteration or modification of any term of this Agreement
          will be valid only if made in writing and signed by the parties
          hereto. Each party hereto from time to time may waive any of her or
          its rights hereunder without effecting a waiver with respect to any
          subsequent occurrences or transactions hereunder.

     e.   Captions and paragraph heading used herein are for convenience only
          are not a part hereof and shall not be used in construing this
          Agreement.

     f.   This Agreement constitutes the entire understanding and agreement of
          the parties and, except as otherwise provided hereunder, there are no
          other agreements or understandings, written or oral, in effect between
          the parties relating to the employment of the Executive by the
          Corporation during the Term. All prior negotiations or agreements, if
          any, between the parties relating solely to the employment of the
          Executive by the Corporation during the Term are hereby superseded.

     g.   This Agreement shall be governed by and interpreted in accordance with
          the laws of the State of Nevada.

     h.   This Agreement may be executed in counterparts, each of which shall be
          deemed an original, but both of which taken together shall constitute
          one and the same instrument.

                                       5


     13   Arbitration. Any controversy between the parties hereto, including
the construction or application of any of the terms, covenants or conditions of
this Agreement, shall on written request of one party served on the other be
settled exclusively by arbitration in accordance with the rules of the American
Arbitration Association then in effect. The arbitrator selected must be a
member of the National Academy of Arbitrators and must have significant
experience in arbitrating labor disputes. Further, the Arbitrator must be an
attorney practicing labor law in the Southern California area. The cost of such
arbitration shall be borne by the losing party or in such proportions as the
Arbitrator(s) shall decide. Judgment may be entered on the arbitrator's award
in any court of competent jurisdiction.

     14   The Executive's Employment. Nothing contained in this Agreement (i)
obligates the Corporation or any subsidiary of the Corporation to employ the
Executive in any capacity whatsoever, or (ii) prohibits or restricts the
corporation (or any such subsidiary) from terminating the employment, if any,
of the Executive at any time or for any reason whatsoever, with or without
cause, subject to the terms and conditions of this Agreement.

     IN WITNESS WHEREOF, this Agreement is effective as of the day and year
first above written.

                                      "EXECUTIVE"

                                      /s/ Peggy May
                                      ------------------------------------------
                                      Peggy May

                                      VESTIN MORTGAGE, INC.,
                                      A NEVADA CORPORATION

                                      By: /s/ Lance Bradford
                                          --------------------------------------
                                      Name:
                                      Title: President/CFO

                                       6

EX-10.7

                                                                    Exhibit 10.7


                          TOTALLY RESTATED AND AMENDED
                              EMPLOYMENT AGREEMENT

         THIS TOTALLY RESTATED AND AMENDED EMPLOYMENT AGREEMENT (the
"Agreement") is made and entered effective as of January 1, 2003 by and between
Vestin Group, Inc., a Delaware corporation (the "Corporation"), and Lance
Bradford (the "Executive") with reference to the following facts:

                                   WITNESSETH:

         WHEREAS, the Corporation previously entered into an employment
agreement (the "Initial Employment Agreement") with Executive; and

         WHEREAS, the Corporation desires to totally amend and restate the
Initial Employment Agreement in order to retain the services of the Executive
and to maximize the period of his continued availability; and

         WHEREAS, the Corporation desires to enter into the Agreement with
Executive as is more fully set forth herein.

         NOW, THEREFORE, on the basis of the foregoing facts and in
consideration of the mutual covenants and agreements contained herein, the
parties hereto agree as follows:

         1.       Employment. The Corporation hereby agrees to, and does hereby,
employ the Executive and Executive hereby accepts employment with the
Corporation on the terms and conditions set forth in this Agreement (the
"Agreement").

         2.       Term. The term of this Agreement shall commence on January 1,
2003, and shall continue for a period of five (5) years until December 31, 2008
(the "Term"). After the initial five (5) year Term, this Agreement shall
continue for successive one (1) year periods unless either party hereto shall
notify the other in writing at least thirty (30) days prior to the end of the
Term of their intention of not renewing the same.

         3.       Duties and Services.

                  a.       The Corporation and the Executive hereby agree that,
                           subject to the provisions of this Agreement, the
                           Corporation will employ the Executive and the
                           Executive will serve the Corporation as President
                           during the Term.

                  b.       Executive agrees during the term of this Agreement
                           not to usurp a corporate opportunity for his own
                           financial gain. A corporate opportunity shall be
                           defined as a business opportunity which the
                           Corporation is financially able to undertake, is,
                           from its nature, in the line of the



                           Corporation's business and is one in which the
                           Corporation has an interest or a reasonable
                           expectancy. Executive agrees that he shall offer a
                           corporate opportunity to the Corporation. The
                           Corporation shall have ten (10) days to either take
                           the opportunity for itself or to reject the
                           opportunity in which case Executive shall have the
                           right to pursue such opportunity for himself. Failure
                           to notify Executive within such ten (10) day period
                           shall be deemed a rejection of the opportunity by the
                           Corporation.

         4.       Compensation.

                  a.       As salary during the Term, the Corporation shall pay
                           the Executive, in accordance with its normal payroll,
                           a minimum annual salary of Two Hundred Thousand
                           Dollars ($200,000) such salary to be paid no less
                           than semi-monthly during the Term. The Executive
                           shall receive such additional salary as the Board of
                           Directors of the Corporation may from time to time
                           determine during the Term. Unless expressly agreed in
                           writing by the parties hereto, no such additional
                           compensation or benefits shall be deemed to modify or
                           otherwise affect the terms or conditions of this
                           Agreement. Notwithstanding the foregoing if Executive
                           is terminated other than for Cause Executive shall be
                           entitled to the lesser of six (6) months salary or
                           the salary due for the remaining Term of this
                           Agreement as severance as Executive's sole and
                           exclusive rights pursuant to this Agreement. In the
                           event Executive is terminated for Cause, this
                           Agreement shall terminate and Executive shall be
                           entitled to no compensation. Cause shall exist when
                           and only when Executive (i) after receipt of written
                           notification by the Board of Directors or the CEO has
                           wilfully failed and continues to fail after such
                           written notice for a period of thirty (30) days to
                           substantially perform his duties (other than failure
                           resulting from incapacity due to physical or mental
                           illness), (ii) is convicted of a crime constituting a
                           felony, or (iii) has been proven to be dishonest, has
                           embezzled or has committed common law fraud ("for
                           Cause").

                  b.       Executive shall receive an automobile and living
                           allowance in the amount of One Thousand Dollars
                           ($l,000) per month during the Term.

         5.       Other Benefits. During the Term the Executive shall receive
all rights and benefits for which he is then eligible under any employee benefit
plan or bonus plan which the Corporation generally provides for its employees.

         6.       Death or Disability. In the event of the death of the
Executive or the disability of the Executive, this Agreement shall immediately
terminate and the Corporation shall pay to the Executive or his estate the
greater of (i) six (6) month's salary or (ii) such amount as is otherwise



set forth in a separate agreement concerning death and/or disability. Any such
payment made pursuant to (i) above shall be paid in a single lump sum payment
which payment shall be due and payable upon the sooner of (i) thirty (30) days
of Executive's death or (ii) thirty (30) days after Executive is declared by his
physician incapable of performing his duties as specified in this Agreement. The
Corporation shall have the right to fund Executive's death and/or disability
benefit through life insurance.

         7.       Place of Performance. In connection with his employment by
the Corporation during the Term, the Executive shall at all times be entitled to
an office at the principal executive offices of the Corporation, located in Las
Vegas, Nevada, or at such other office of the Corporation.

         8.       Outside Activities and Non-Competition.

                  a.       Covenant Not to Compete. Executive recognizes that
                           the Corporation's decision to enter into this
                           Agreement is induced primarily because of the
                           covenants and assurances made by Executive, that
                           Executive's covenant not to compete is necessary to
                           ensure the continuation of the business of the
                           Corporation and the reputation of the Corporation,
                           and that irrevocable harm and damage will be done to
                           the Corporation if Executive competes with the
                           Corporation. Therefore, Executive agrees that during
                           the term of this Agreement and for a period of two
                           (2) years following termination of this Agreement,
                           Executive shall not, directly or indirectly, as an
                           employee, employer, contractor, consultant, agent,
                           principal, shareholder, corporate officer, director,
                           or in any other individual or representative
                           capacity, engage or participate in any business or
                           practice within the Practice Territory that is in
                           competition in any manner whatsoever with the
                           business of the Corporation without the written
                           permission of the Corporation. The term "in
                           competition in any manner whatsoever with the
                           business of the Corporation" shall include but not be
                           limited to engaging in the mortgage business in the
                           Practice Territory. Practice Territory shall be
                           defined as any area in which the Corporation has an
                           office or conducts business. Executive agrees:

                           (i)      If Executive should set up an office within
                                    the Practice Territory in competition with
                                    the business of the Corporation, it would
                                    cause economic harm and loss of goodwill to
                                    the Corporation resulting in immediate and
                                    irreparable loss, injuries, and damage to
                                    the Corporation.

                           (ii)     Notwithstanding anything to the contrary in
                                    this Section 8, Executive is not prohibited
                                    from owning less than five percent (5%) of
                                    the equity of any publicly traded entity.



                  b.       Enforcement. The Corporation and Executive further
                           agree that if any restriction in this Article is held
                           by any court to be unenforceable or unreasonable, a
                           lesser restriction will be enforced in its place and
                           the remaining restrictions in this Agreement will be
                           enforced independently of each other. In any action
                           to enforce any provision of this Article 8, the court
                           may award reasonable attorneys' fees, costs, and
                           expenses to the prevailing party.

                  c.       Survival. The provisions of this Article 8 shall
                           survive the termination of this Agreement for two (2)
                           years.

         9.       Confidentiality of Information.

                  a.       Confidential Information. Executive agrees to keep
                           confidential and not to use or to disclose to others
                           during the term of this Agreement and for a period of
                           ten (10) years thereafter, except as expressly
                           consented to in writing by the Corporation or
                           required by law, any secrets or confidential
                           technology, proprietary information, patient lists,
                           or trade secrets of the Corporation, or any matter or
                           thing ascertained by Executive through Executive's
                           affiliation with the Corporation, the use or
                           disclosure of which matter or thing might reasonably
                           be construed to be contrary to the best interest of
                           the Corporation, the use or disclosure of which
                           matter or thing might reasonably be construed to be
                           contrary to the best interests of the Corporation.
                           This restriction shall not apply to any information
                           that (i) is or becomes generally available to and
                           known by the public (other than as a result of an
                           unpermitted disclosure directly or indirectly by
                           Executive or Executive's affiliates, advisors, or
                           representatives); (ii) is or becomes available to
                           Executive on a nonconfidential basis from a source
                           other than the Corporation or its affiliates,
                           advisors, or representatives, provided that, at the
                           time of disclosure to Executive, Executive is not
                           aware that such source was bound by a confidentiality
                           agreement with or other obligation of secrecy to the
                           Corporation; or (iii) has already been or is
                           hereafter independently acquired or developed by the
                           Corporation; without violating any confidentiality
                           agreement with or other obligation of secrecy to the
                           Corporation.

                  b.       Departure. Except as provided herein, should
                           Executive leave the employment of the Corporation,
                           Executive will neither take nor retain, without prior
                           written authorization from the Corporation, any
                           papers, client lists, fee books, client records,
                           files, or other documents or copies thereof or other
                           confidential information of any kind belonging to the
                           Corporation pertaining to the Corporation's clients,
                           business, sales, financial condition, or products.
                           Without limiting other possible remedies to the
                           Corporation for the breach of this covenant,
                           Executive agrees that



                           injunctive or other equitable relief shall be
                           available to enforce this covenant, such relief to be
                           without the necessity of posting a bond, cash or
                           otherwise. Executive further agrees that if any
                           restriction contained in this paragraph is held by
                           any court to be unenforceable or unreasonable, a
                           lesser restriction shall be enforced in its place and
                           remaining restrictions contained herein shall be
                           enforced independently of each other.

                  c.       Exceptions.

                           (i)      Executive shall not be prohibited from
                                    releasing any confidential or proprietary
                                    information to Executive's legal counsel or
                                    financial advisors, provided that Executive
                                    places such advisors under legal obligation
                                    not to disclose the confidential
                                    information.

                           (ii)     It shall not be a breach of Executive's
                                    covenants under this Article 9 if a
                                    disclosure is made pursuant to a court
                                    order, a valid administrative agency
                                    subpoena, or a lawful request for
                                    information by an administrative agency.
                                    Executive shall give the Corporation prompt
                                    notice of any such court order, subpoena, or
                                    request for information.

         10.      Notice. All Notices and other communications hereunder shall
be in writing and shall be deemed to have been validly served, given or
delivered five (5) days after deposit in the United States mail, by certified
mail with return receipt requested and postage prepaid, when delivered
personally, one (1) day after delivery to any overnight courier, or when
transmitted by facsimile transmission facilities, and addressed to the party to
be notified as follows:

                  If to Corporation at;         2901 El Camino
                                                Las Vegas, Nevada 89102

                  If to Executive at:

         12.      Miscellaneous.

                  a.       This Agreement shall inure to the benefit of and be
                           binding upon the Corporation, its successors and
                           assigns. This Agreement may not be assigned by the
                           Corporation without the prior written consent of the
                           Executive. The obligations and duties of the
                           Executive hereunder shall be personal and not
                           assignable.



                  b.       Whenever possible, each provision of this Agreement
                           shall be interpreted in such a neater as to be valid
                           and effective under applicable law, but if any
                           provision of this Agreement is found to be prohibited
                           or invalid under applicable law, such provision will
                           be ineffective to the extent of such prohibition or
                           invalidity without invalidating the remainder of such
                           provision or the remaining provisions of this
                           Agreement

                  c.       For purposes of this Agreement an "affiliate" of a
                           person shall include any person, firm, corporation,
                           association, organization, or unincorporated trade or
                           business that, now or hereinafter directly or
                           indirectly, controls, or is controlled by, or
                           practices is under common control with such person.

                  d.       Any waiver, alteration or modification of any term of
                           this Agreement will be valid only if made in writing
                           and signed by the parties hereto. Each party hereto
                           from time to time may waive any of his or its rights
                           hereunder without effecting a waiver with respect to
                           any subsequent occurrences or transactions hereunder.

                  e.       Captions and paragraph heading used herein are for
                           convenience only are not a part hereof and shall not
                           be used in construing this Agreement.

                  f..      This Agreement constitutes the entire understanding
                           and agreement of the parties, and, except as
                           otherwise provided hereunder, there are no other
                           agreements or understandings, written or oral, in
                           effect between the parties relating to the employment
                           of the Executive by the Corporation during the Term.
                           All prior negotiations or agreements, if any, between
                           the parties relating solely to the employment of the
                           Executive by the Corporation during the Term are
                           hereby superseded.

                  g.       This Agreement shall be governed by and interpreted
                           in accordance with the laws of the State of Nevada.

                  h.       This Agreement may be executed in counterparts, each
                           of which shall be deemed an original, but both of
                           which taken together shall constitute one and the
                           same instrument.

         12       Arbitration. Any controversy between the parties hereto,
                  including the construction or application of any of the terms,
                  covenants or conditions of this Agreement, shall on written
                  request of one party served on the other be settled
                  exclusively by arbitration in accordance with the rules of the
                  American Arbitration Association then in effect. The
                  arbitrator selected must be a member of the National Academy
                  of Arbitrators and must have significant experience in
                  arbitrating labor disputes. Further, the Arbitrator must be an
                  attorney practicing labor law in the Southern California area.
                  The cost of such arbitration shall be



                  borne by the losing party or in such proportions as the
                  Arbitrator(s) shall decide. Judgment may be entered on the
                  arbitrator's award in any court of competent jurisdiction.

         13.      The Executive's Employment. Nothing contained in this
Agreement (i) obligates the Corporation or any subsidiary of the Corporation to
employ the Executive in any capacity whatsoever, or (ii) prohibits or restricts
the corporation (or any such subsidiary) from terminating the employment, if
any, of the Executive at any time or for any reason whatsoever, with or without
cause, subject to the terms and conditions of this Agreement.

         IN WITNESS WHEREOF, this Agreement is effective as of the day and year
first above written.

                                                    "EXECUTIVE"

                                                    /s/ LANCE BRADFORD
                                                    ----------------------------
                                                    Lance Bradford

                                                    VESTIN GROUP, INC.,
                                                    A DELAWARE CORPORATION

                                                    By:_________________________
                                                       Name:
                                                       Title:

EX-10.12

                                                                  EXHIBIT 10.12


                              AMENDED AND RESTATED
                            INTERCREDITOR AGREEMENT

     THIS AMENDED AND RESTATED INTERCREDITOR AGREEMENT, dated as of September
25, 2002 (this "AGREEMENT"), replaces and supercedes that certain INTERCREDITOR
AGREEMENT dated as of June 3, 2002, and is entered into by and between VESTIN
MORTGAGE, INC., a Nevada corporation ("VESTIN MORTGAGE"), VESTIN FUND I, LLC, a
Nevada limited liability company ("VESTIN FUND I") and VESTIN FUND II, LLC, a
Nevada limited liability company ("VESTIN FUND II"), whose principal place of
business and post office address is 2901 El Camino Avenue, Suite 206, Las
Vegas, Nevada 89102, (individually, "LEAD LENDER", or collectively, "LEAD
LENDERS" and OWENS FINANCIAL GROUP, INC., a California corporation ("OWENS
FINANCIAL") and Owens Mortgage Investment Fund, a California Limited
Partnership ("OWENS MORTGAGE INVESTMENT FUND") whose principal place of
business and post office address is 2221 Olympic Boulevard, Walnut Creek,
California 94595, (individually, a "LENDER", or collectively, "LENDERS")

                                   RECITALS:

     A. Vestin Fund I is an SEC registered direct participation program that
provides financing secured by deeds or trust or mortgages on real property.
Vestin Fund I contains loans in the approximate amount of $100,000,000.

     B. Vestin Fund II is a SEC registered direct participation program that
provides financing secured by deeds of trust or mortgages on real property.
Vestin Fund II contains loans in the approximate amount of $210,000,000.

     C. Vestin Mortgage is the Manager for Vestin Fund I and Vestin Fund II.

     D. Owens Mortgage Investment Fund is a SEC registered public partnership
that provides financing and owns notes secured by deeds of trust or mortgages
on real property.

     E. Owens Financial is the General Partner of Owens Mortgage Investment
Fund.

     F. Owens Financial and Owens Mortgage Investment Fund intend to purchase a
portion of some of the loans held by Vestin Fund I and Vestin Fund II as
hereinafter set forth in Exhibit "A".

     G. Vestin Mortgage wishes to sell by assignment a portion of some of the
loans held by Vestin Fund I and Vestin Fund II, as hereinafter set forth in
Exhibit "A".

     H. The Lead Lenders and Lenders enter into this Agreement to, among other
things, further define their respective rights, duties, authorities and
responsibilities regarding their proposed shared interests in the various loans
which make up the portfolio of Vestin I and Vestin II and to define the
priority of payment for all of the proceeds from the assigned participation in
those loans.

     NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and based upon the foregoing
Recitals which are an integral part of this Agreement, as well as the mutual
covenants and promises contained herein, Vestin Mortgage, Vestin Fund I,
Vestin Fund II, Owens Financial, and Owens Mortgage Investment Fund hereby
agree as follows:


                                       1


                             SECTION 1. DEFINITIONS

     Section 1.1. DEFINITIONS. All capitalized terms used in this Agreement
shall have the meanings assigned to them below in this Section 1 or in the
provisions of this Agreement referred to below:

     "Agreement" shall mean this Intercreditor Agreement as amended, modified or
restated in accordance with the terms hereof.

     "Assignment" shall mean the actual recorded assignment of a specific
percentage interest in a "Loan".

     "Bankruptcy Proceeding" shall mean, with respect to any Person, a general
assignment by such Person for the benefit of its creditors, or the institution
by or against such Person of any proceeding seeking its relief as debtor, or
seeking to adjudicate such Person as bankrupt or insolvent, or seeking
reorganization, arrangement, adjustment or composition of such Person or its
debts, under any law relating to bankruptcy, insolvency, reorganization or
relief of debtors, or seeking appointment of a receiver, trustee, custodian or
other similar official for such Person or for any substantial part of its
property.

     "Borrower" shall mean any person or entity that obligates itself or its
property as security for a "Loan".

     "Collateral" shall mean all the real and personal property collateral under
the "Loan Documents".

     "Default" shall mean any event or condition, the occurrence of which
would, with the lapse of time or the giving of notice, or both, pursuant to the
"Loan Documents" constitute an Event of Default.

     "Interest Rate" shall mean a fixed rate of interest equivalent to twelve
percent (12%) per annum to be paid to Owens Financial or Owens Mortgage
Investment Fund in accordance with this Agreement for their "Participation
Interest" in the "Loans" assigned by Vestin Mortgage and Vestin Fund I and
Vestin Fund II.

     "Late Charges" shall mean the late charges and or default rate charged to
Borrower in the event of default or late payments under the "Loan Documents".

     "Lead Lender and Lead Lenders" shall mean Vestin Mortgage, Vestin Fund I,
Vestin Fund II or any successor lead lender.

     "Lender and Lenders" shall mean Owens Financial or Owens Mortgage
Investment Fund or their assignee.

     "Loan Documents" shall mean of all the various notes, deeds of trusts,
guarantees, title policies, security agreements, loan agreements, assignment of
rents and profits, and whatever documents are in existence to protect and secure
the repayment of the Borrowers obligations under the "Loan".

     "Loan" shall mean the note, and all of the documents and agreements that
evidence and secure the debt of the "Borrower", owned by Vestin I and Vestin II.

     "Priority of Payment" shall mean the order in which payments are made to
the "Lend Lender" and to the "Lender".

                                       2

     "Participation Interest" shall signify amount in dollars of the
"Assignment" owned by Owens Financial and Owens Mortgage Investment Fund in
the "Loan".

     "Participation Pool" shall mean those "Loans" identified on Exhibit "A"
attached hereto in which "Lenders" shall acquire up to Thirty-two
Million-Dollars ($32,000,000) of "Participation Interests", as such
Participation Pool may be periodically modified in accordance with this
Agreement.

     "Substitution of Security" shall mean the exchange of one "Participation
Interest" in a "Loan" for a "Participation Interest" in a different "Loan" of
an equal amount.

     1.2  Effectiveness of this Agreement.  The effectiveness of this Agreement
is conditioned upon (a) the execution and delivery of this Agreement by the
Lead Lenders and the Lenders, (b) the execution, delivery and effectiveness of
the Loan Assignments and the Loan Documents by the Lead Lenders, and (c) the
payment of the Participation Interest by Lenders to the Lead Lenders, which
payment shall be made by Lenders to Lead Lenders as follows: (i) on June 7,
2002, or before, if requested by the Lead Lenders, Lenders shall remit to Lead
Lenders in immediately available funds the sum of $10,000,000 representing its
Participation Interest in certain Loans; (ii) on June 28, 2002, or before, if
requested by the Lead Lenders, Lenders shall remit to Lead Lenders in
immediately available funds the sum of $10,000,000 representing its additional
Participation Interest in certain Loans; and (iii) on July 19, 2002, or before,
if requested by the Lead Lenders, Lenders shall remit to Lead Lenders in
immediately available funds the sum of $10,000,000 representing its additional
Participation Interest in certain Loans. Thereafter, any additional payments of
Participation Interest shall be made subject to the mutual agreement of Lenders
and Lead Lenders.

                     SECTION 2.  RELATIONSHIP AMONG LENDERS

     2.1  Restrictions on Actions.  Lead Lenders agree that, so long as any
portion of a Loan is outstanding or unpaid they shall, for the benefit of
Lenders, except as permitted under this Agreement:

          (a)  Notify Lenders before taking or filing any action, judicial or
               otherwise, to enforce any rights or pursue any remedy under the
               Loan Documents, except for delivering notices hereunder.

          (b)  Refrain from (1) selling any portion of the Loan to the Borrowers
               or any affiliate of the Borrowers and (2) accepting any
               substitute guaranty or any other security for, the Loan from the
               Borrowers or any Affiliate of the Borrowers, without Lenders
               consent. In the event Lender refuses to consent to such requested
               action, Lead Lenders shall be entitled to either repurchase
               Lenders Participation Interest for the amount of principal and
               accrued interest outstanding or offer the Lenders a Substitution
               of Security.

     2.2  Representations and Warranties. Lead Lenders and Lenders represent
and warrant to each other that:

          (a)  It (i) is a legal entity duly organized, existing and in good
standing under the laws and governmental authority of the jurisdiction of its
domicile, and (ii) has all requisite corporate power to own its property and
conduct its business as now conducted and as presently contemplated.

          (b)  The execution, delivery and performance by such Lead Lenders or
Lenders of this Agreement has been authorized by all necessary proceedings
(corporate or otherwise) and does not and will not contravene any provision of
law, its charter or by-laws or operating agreement or any amendment thereof,
or of any indenture, agreement, instrument or undertaking binding upon such Lead


                                       3

Lenders or Lenders.

          (c)  The execution, delivery and performance by such Lead Lenders or
Lenders of this Agreement will result in a valid and legally binding obligation
of such Lead Lenders or Lenders enforceable in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent conveyance and similar laws
affecting creditors' rights generally, and general principles of equity
(regardless of whether the application of such principles is considered in a
proceeding in equity or at law).

          (d)  It has received and approved, as to form and content, sample
copies of the Loan Documents and Assignments, however, such approval shall not
operate as a warranty or representation of the adequacy, validity or binding
effect of any of the Loan Documents or Assignments.

          (e)  Lead Lender represents that none of the Loans are in default at
the time of the Assignment to Lender, and that, to the knowledge of Lead
Lenders, none of the Borrowers or their assignees have notified Lead Lenders of
any claims or offsets under the Loan Documents.

     2.3  Cooperation; Accountings. Lead Lenders will, upon the reasonable
request of Lenders, from time to time execute and deliver or cause to be
executed and delivered in a timely fashion such further instruments, and do and
cause to be done such further acts as may be necessary or proper to carry out
more effectively the provisions of this Agreement. The Lead Lenders agree to
provide to Lenders upon reasonable request, but in no event more frequently than
once a month, a statement of all payments received in respect of the Loans
Assigned.

     2.4  Reliance on Lead Lenders. Lenders agree that it has independently made
its own analysis of the Loans and the decision to enter into this Agreement
based upon such documents and information as it has deemed appropriate. The Lead
Lenders shall promptly provide to Lenders a copy of all financial statements and
reports of operating results and other documents and information received by the
Lead Lenders in its capacity as such pursuant to the Loan Documents. The Lead
Lenders shall have a duty and responsibility to provide Lenders with any credit
or other information concerning the affairs, financial condition or business of
the Borrowers which may come into the possession of the Lead Lenders, including
financial statements, credit reports and any other documents and information
upon the reasonable request of Lenders.

     2.5  Limitation on Lead Lender's Liability.

          (a)  In addition to the Lead Lender's failure to comply with the terms
of this Agreement, including the Priority of Payment, the Lenders shall have
full recourse against Lead Lenders for the amounts payable by the terms of this
agreement. Lead Lenders obligation with respect to such payments shall be to
remit to the Lenders a monthly payment based on the Interest Rate calculated on
the Participation Interest and the principal amount of the Participation
Interest when a Loan pays off or matures in accordance with this Agreement.

          (b)  Although Lead Lenders will exercise the same care in
administering the Loan as if the Loan were made entirely for Lead Lenders' own
account, Lead Lenders liability shall be limited to the Lenders Participation
Interest and the amount payable on that at the Interest Rate, except for a loss
due to Lead Lenders' own gross negligence, willful acts or willful misconduct.

          (c)  Lead Lenders shall be entitled to rely upon any certification,
notice or other communication (including any thereof by telephone, telex,
telegram, cable or telecopy) believed by it to be genuine and correct and to
have been signed or sent by or on behalf of the Lenders. Should approval of any
action, any inaction or any proposed course of conduct in administering the Loan
(either before or after the occurrence of an Event of Default) be requested in
writing by the Lead



                                       4




Lenders from Lenders, such Lenders shall approve or deny such request in writing
and shall deliver the writing to the Lead Lenders within ten (10) calendar days
after the Lenders' receipt of the Lead Lender's request. Any Lenders' failure to
respond within the ten (10) calendar days shall be deemed consent by such Lender
to such request.

          (d)  Lead Lenders do not assume and shall have no responsibility or
liability, express or implied, for (i) the collectibility of the Loan made to
Borrowers under, or the enforceability of, any of the Loan Documents, or (ii)
the financial condition or creditworthiness of the Borrowers, or (iii) any
credit or other information furnished by the Borrowers to Lead Lenders, or (iv)
the value of any collateral for the Loan.

     2.6  Lead Lender Rights as Lender. The Lead Lender in its capacity as a
lender hereunder shall have the same rights, powers and obligations hereunder as
all other Lenders and may exercise the same as though it were not acting as the
Lead Lender.

                       SECTION 3. ADMINISTRATION OF LOAN

     3.1  Administration and Servicing of Loan. In administering and servicing
the Loan, Lead Lenders shall act in its own behalf as to its interest in the
Loan and shall act as an independent contractor (and not as an agent or trustee)
for the Lenders with respect to their respective interests in the Loan. The
Lenders hereby appoint and authorize Lead Lenders to act for and on behalf of
the Lenders with regard to the Loan, subject to the restrictions set forth in
this Agreement. Lead Lenders shall utilize its own facilities and equipment and
its own employees and other persons authorized under the Loan Documents in the
administering and servicing of the Loans, all without cost to the Lenders.

          In its administering and servicing of the Loan, Lead Lenders shall
perform the following duties (the enumeration of said duties not being intended
to limit the duties to be performed by Lead Lenders in accordance with the
foregoing paragraph) and shall be subject to the following restrictions and
shall have the following rights:

               (a)  Possession of Loan Documents. For the benefit of the
Lenders, Lead Lenders shall hold in its possession at its principal office
executed originals of all the Loan Documents for each Loan assigned and shall
deliver conformed copies of each thereof to the Lenders.

               (b)  Expenses/Losses. In the event that any reasonable legal
expenses or other expenses for the preservation of the collateral for the Loan
or for the enforcement of the Loan are incurred by Lead Lenders in connection
with the Loan or on or after or in connection with the occurrence of an Event of
Default or the enforcement of any of the Loan Documents (including fees of
counsel and other expenses), Lead Lenders shall bear and advance all such costs.
Upon receipt of reimbursement for such expenses from Borrowers or any other
person, Lead Lenders shall be entitled to retain such reimbursement.

               (c)  Collections. Lead Lenders shall use reasonable efforts to
collect all payments of principal, interest and fees due from the Borrowers
under the Loan Documents and shall remit to the Lenders on a monthly basis a
payment calculated at the agreed Interest Rate based on the outstanding balance
of the Participation Interest. The Lenders shall have the right to an accounting
for all monies received by Lead Lenders in connection with each Loan that has a
Participation Interest by Lenders.

               (d)  Payment Returns. If any payment received by Lead Lenders and
distributed or credited to the Lenders is later rescinded or is otherwise
required to be returned by Lead Lenders to the Borrowers for whatever reason
(including, without limitation, settlement of an alleged claim), the Lenders
shall be entitled to retain any payment received. The covenant contained in this

                                       5

paragraph shall survive the termination of this Agreement.

                (e)     Records.  Lead Lenders shall maintain such books and
records relating to the Loan as it would were the Loan made solely by Lead
Lenders, which books and records shall be made available to the Lenders at Lead
Lender's main branch in Las Vegas, Nevada at all reasonable times for purposes
of inspection, examination and audit upon no less than forty-eight (48) hours
prior notice.


                (f)     Information.  During the term of this Agreement, Lead
Lenders shall provide to the Lenders complete and current information as to the
accrual status of the Loan and the status of principal and interest payments,
and all information supplied by Borrowers in connection with the Loan. The
Lenders will treat all such information as confidential, except that disclosure
thereof may be made if required by law or the order of a court having
jurisdiction.

                (g)     Administrative Decisions.  Lead Lenders shall not,
without written consent of Lenders, (1) release, or agree to the substitution of
other security for any portion of the Real Property, Leasehold Rights and/or
Collateral securing the Loans, (2) grant any release in favor of the Borrowers
under the Loan Documents, or waive the Lenders' rights to enforce the
obligations of the Borrowers, (3) agree to the revision, modification or
amendment of any of the Loan Documents, or (4) consent to or accept the
cancellation or termination of any of the Loan Documents, except upon payment in
full of each Loan. Subject to the foregoing limitations, and until the
occurrence and declaration of an Event of Default under the Loan Documents and
Borrowers failure to cure within twenty (20) days thereof, Lead Lenders shall
have the right to make decisions in connection with the day-to-day
administration and servicing of the Loans, relating to inspections, review of
financial data, and other matters of an ordinary nature involved in the
administration and servicing of the Loans, without the Lenders' prior review or
approval.

                (h)     Reasonable Efforts.  If any Event of Default shall occur
under any of the Loans, Lead Lenders shall use reasonable efforts in accordance
with the Loan Documents to cause the Borrowers, Guarantors and/or Limited
Guarantors to remedy the default.

                (i)     Hazard Insurance and Condemnation Awards.  If Lead
Lenders becomes aware of any damage to or actual or potential condemnation
affecting any material portion of the Real Property, Leasehold Rights and/or
Collateral securing the Loans, Lead Lenders will promptly notify Lenders
thereof. The proceeds of any insurance recovery or condemnation award received
by Lead Lenders and not immediately disbursed or applied to the repayment of the
Loan or not otherwise distributed by Lead Lenders shall be deposited in an
interest-bearing account, in trust for all lenders, and the income, if any,
received by Lead Lenders from such account and not payable to others shall be
shared with the Lenders in accordance with terms of this Agreement.

        3.2 Payment Priorities Between Lead Lenders and Lenders.

            (a) Lead Lenders and Lenders agree that all payment and/or
prepayment of principal due on the Loan, received by the Lead Lenders, shall be
held for the account of the Lenders and Lead Lenders as their respective
interests may appear, and such payment shall be applied in the following order
of priority: (i) first to the payment of that pro rata portion of principal of
the Loan provided by Owens Financial and Owens Mortgage Investment Fund, (ii)
next to pay any pro rata portion of accrued or outstanding interest due Lenders
at the agreed Interest Rate, (iii) next to that portion of the principal of the
Loan provided by Vestin Mortgage and Vestin Fund I and Vestin Fund II. In the
Event of Default under the Loan Documents, and the Borrowers failure to cure
such Event of Default within twenty (20) days thereof, Vestin and Vestin Fund I
and Vestin Fund II shall be entitled, in their sole and absolute discretion, to
either (i) continue to remit to Lenders on a monthly basis the interest due at
the Interest Rate on the Participation Interest of said Loan notwithstanding the


                                       6

occurrence and continuation of such Event of Default until such time as Lead
Lenders repurchase the Participation Interest of Lenders in such Loan or a
Substitution of Security for such Loan occurs, or (ii) substitute an alternative
Loan acceptable to the Lenders at the Lenders sole discretion. In the event no
acceptable alternative Loan is found acceptable to Lenders, and Lead Lenders
make a determination not to continue to remit to Lenders the monthly interest
payment as set forth in (i) above, the Lead Lenders will repurchase the
Participation Interest of Owens Financial and Owens Mortgage Investment Fund for
the outstanding balance of that Participation Interest plus any accrued interest
together with Lender's pro rata portion of any Late Charges collected from
Borrowers for the period commencing on the date immediately following the
expiration of the aforesaid twenty (20) day period following the occurrence of
such Event of Default up to the date that Lead Lenders either (i) repurchase the
Participation Interest of Lenders in such defaulted Loan, or (ii) a Substitution
of Security occurs, as applicable. Vestin Mortgage, Vestin Fund I and Vestin
Fund II shall not be entitled to receive any payment of its pro rata share of
the principal of the Loan in question until Owens Financial and Owens Mortgage
Investment Fund has received payment in full of its Participation Interest of
the principal of the Loan and all accrued interest payable to Lenders under this
Agreement.

     (b)  Each payment of interest on the Loan, received by the Lead Lender,
shall be for the account of the Lenders and Lead Lenders as their respective
interests may appear, and such payment shall be applied first to the payment of
agreed Interest Rate due on the Participation Interest of the Loan assigned to
Owens Financial or Owens Mortgage Investment Fund for such period that the
interest is due.

     (c) As an example, assume Lenders purchase an Assignment of a 25%
Participation Interest in a $10,000,000 Loan. The Loan carries an interest rate
of 14% and pays monthly interest only payments. The Lenders agreed Interest Rate
is 12%. Lenders and Lead Lenders would receive the following.

          Example 1:  Borrowers make a monthly payment of $116,666,67. Lenders
are paid their full share of interest at 12% on $2,500,000 or $25,000. Vestin
Mortgage, Vestin Fund I or Vestin Fund II receives $91,666.67 or the balance of
the interest paid.

          Example 2:  Borrowers make a monthly payment of $50,000. Lenders are
paid their full share of interest at 12% on $2,500,000 or $25,000. Vestin
Mortgage, Vestin Fund I or Vestin Fund II receives $25,000, or the balance of
the interest paid.

          Example 3:  Borrowers do not make a monthly payment, default, declare
bankruptcy or withhold payments for any reason then, Lead Lenders in their sole
and absolute discretion may (i) continue to pay Lenders 12% on $2,500,000 or
$25,000 on a monthly basis notwithstanding the occurrence and continuation of
such default, or (ii) buy Lenders out of the Loan for $2,500,000 plus any
accrued interest, or (iii) offer a Substitution of Security in a Loan acceptable
to Lenders at Lenders sole and absolute discretion in the amount of $2,500,000.
In case of an acceptable Substitution of Security, Lead Lender will pay any
outstanding accrued interest.

          Example 4:  Borrowers payoff a portion of the Loan. Lenders are paid
their full pro rata share of the principal balance of the Participation Interest
and interest at 12% to the date of payoff.

          Example 5: Borrowers pay off the Loan. Lenders are paid their full pro
rata share of the Loan equal to their Participation Interest plus interest at
12%. Vestin Mortgage, Vestin Fund I or Vestin Fund II may offer Owens Financial
or Owens Mortgage Investment Fund a new Participation Interest in another loan,
but Lender has no obligation to accept such interest.

                                       7

     3.3 Defaults Under Loan Documents; Enforcement of Remedies.

          (a) If foreclosure or similar proceedings are commenced under the Loan
Documents, Lead Lenders shall keep the Lenders informed as to the progress of
the proceedings.

          (b) If Lead Lender (or a nominee acceptable to the Lenders) shall
acquire title to all or any part of the Real Property, Leasehold Rights and/or
Collateral securing the Loan, it shall buy out the Participation Interest of
Owens Financial or Owens Mortgage Investment Fund at the sole and absolute
discretion of Lenders.

          3.4 Notices under Collateral Documents. Lead Lenders shall deliver to
the Lenders, promptly upon receipt thereof, duplicates or copies of all notices,
requests and other instruments received by it from any other party under or
pursuant to any of the Loan Documents, if not previously furnished to the
Lenders.

                   SECTION 4. MANDATORY REPURCHASE FOR CAUSE

     Lead Lenders will repurchase the Participation Interests of Lenders, at
Lenders sole and absolute discretion, at any time "for cause". The term "for
cause" shall be limited to Lead Lenders' (i) material breach of a material term
of this Agreement, or (ii) fraud committed against Borrowers or Lenders, as
finally determined by a court of competent jurisdiction or (iii) criminal acts
committed against Borrowers or Lenders as finally determined by a court of
competent jurisdiction.

                      SECTION 5. TERMINATION OF AGREEMENT

     Upon final payment in full of the Loans or all obligations owing to
Lenders, such Lenders shall cease to be a party to this Agreement; provided,
however, if all or any part of any payments to such Lenders are invalidated or
set aside or required to be repaid to any Person in any Bankruptcy Proceeding or
otherwise, then this Agreement shall be reviewed as of such date and shall
thereafter continue in full force and effect to the extent of the Loan so
invalidated, set aside or repaid. If any portion of this agreement is declared
to be invalid or unenforceable then the remaining portions of the Agreement
shall remain in full force and effect.

                      SECTION 6. INDEMNIFICATION OF LENDER

     Vestin Mortgage, Vestin Fund I and Vestin Fund II indemnifies Owens
Financial and Owens Mortgage Investment Fund for all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever which may be imposed on, incurred
by or asserted against them in any way relating to or arising out of this
Agreement or by their participation in any Loan or by any action brought by any
Borrower including all claims relating to the origination of the Loans, except
for the gross negligence or willful misconduct of Lenders or the breach by
Lenders of any of the terms of this Agreement.

                         SECTION 7. NOT A JOINT VENTURE

     Neither the execution of this Agreement nor the Lenders' several ownership
of interests in Loans, nor any agreement to share in profits or losses arising
as a result of the Loans, is intended to be, nor shall it be construed to be:
(a) the formation of a partnership or joint venture between the Lead Lenders and
Lenders, or (b) the creation of a loan transaction between the Lead Lenders, as
borrower and Lender, as lender. Vestin Mortgage, in its capacity as Lead Lender,
shall not be deemed to be a


                                       8

trustee for the Lenders in connection with the Loans or their interests therein.
Vestin Mortgage, in its capacity as Lead Lender, shall owe to the Lenders no
duty except as specifically set forth in this Agreement, and no lender shall be
liable to any other person for the liability of any other lender arising in
connection with the Loans or any transaction to the Loans, except as may be
expressly set forth in this Agreement.

                            SECTION 8. MISCELLANEOUS

     8.1 Amendment. Neither this Agreement nor any provision hereof may be
amended, waived, discharged or terminated orally, but only by an instrument in
writing signed by all parties hereto.

     8.2 Headings. The headings in this Agreement are for convenience of
reference only and shall not define or limit the provisions hereof.

     8.3 Applicable Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of Nevada.

     8.4 Parties in Interest; Decisions by Majority Lenders. All of the terms,
covenants and conditions contained in this Agreement shall inure to the benefit
of and be binding upon the parties hereto and their permitted successors and
assigns. There shall be no third-party beneficiaries of this Agreement.

     8.5 Further Sale, Pledge, etc. Lead Lender may not sell, pledge, assign or
otherwise transfer all or any part of its interest in any Loan which is subject
to this Agreement without the prior written consent of Lenders, which consent
shall not be unreasonably withheld. In the event all or any part of Lead Lenders
interest in any such Loan is sold, pledged, assigned or otherwise transferred,
Lead Lenders obligations under this Agreement will not be relieved.

     8.6 Notices. Notices under this Agreement shall be in writing and
personally delivered or sent by certified or registered U.S. mail, or a
recognized air courier service, return receipt requested, or by telecopy,
acknowledgment of receipt requested, to the parties at their addresses specified
in the first paragraph of this Agreement. Such addresses may be changed from
time to time by the addressee by serving notice as provided above.

     8.7 Counterpart Execution. This Agreement may be executed in any number of
counterparts with the same effect as if all parties had signed the same
document. All counterparts shall be construed together and shall constitute one
agreement.

     8.8 Attorney's Clause. If legal action is instituted to enforce the terms
of this Agreement, the prevailing parties shall be entitled to recover from the
losing parties, all costs of collection and enforcement, including reasonable
attorney's fees. For purposes of this section, the award and recovery of
attorney's fees shall survive the entry of any judgment thereon and shall
include, without limitation, fees incurred in the following: (1) Post Judgment
Motions; (2) Contempt Proceedings; (3) Garnishment, levy, debtor and third party
examinations; (4) Discovery; (5) Bankruptcy proceedings or other litigation; and
(6) appeals.


                                       9

     IN WITNESS WHEREOF, the Lenders have caused this instrument to be duly
executed as of the day and year first above written.

VESTIN MORTGAGE, INC., A NEVADA CORPORATION

By /s/ Daniel B. Stubbs
  --------------------------------------------
  Its Daniel B. Stubbs, Vice President

By
  --------------------------------------------
  Its

VESTIN FUND I, LLC, A NEVADA CORPORATION

By Vestin Mortgage, Inc., a Nevada corporation
  --------------------------------------------
  Its Manager

By /s/ Daniel B. Stubbs
  --------------------------------------------
  Its Daniel B. Stubbs, Vice President

VESTIN FUND II, LLC, A NEVADA CORPORATION

By Vestin Mortgage, Inc., a Nevada corporation
  --------------------------------------------
  Its Manager

By /s/ Daniel B. Stubbs
  --------------------------------------------
  Its Daniel B. Stubbs, Vice President

OWENS FINANCIAL GROUP, INC., A CALIFORNIA CORPORATION

By /s/ William E. Dutra
  --------------------------------------------
  Its Senior Vice President

By
  --------------------------------------------
  Its

OWENS MORTGAGE INVESTMENT FUND, A CALIFORNIA LIMITED PARTNERSHIP

By OWENS FINANCIAL GROUP, INC., a California corporation
  --------------------------------------------
  Its General Partner

By /s/ William E. Dutra
  --------------------------------------------
  Its Senior Vice President



                                       10

EX-10.14

                                                                   Exhibit 10.14

                             OFFICE LEASE AGREEMENT


                         THE DEL MAR MORTGAGE BUILDING

                 ----------------------------------------------
                   BASIC LEASE INFORMATION AND DEFINED TERMS
                 ----------------------------------------------



LEASE DATE: JANUARY 5, 2001


LANDLORD:                       THE WILDWOOD HILLS DEVELOPMENT, CORPORATION
                                P.O. Box 220
                                Millville, California 86062


                                Attention: ERIC D. ROLES, PRESIDENT


                                Telephone: (530) 547-4036

                                Telecopy:  (530) 547-4046


TENANT:                         THE VESTIN GROUP
                                D.B.A. VESTIN MORTGAGE, INC.
                                2901 El Camino Ave. Suite 206
                                Las Vegas, Nevada 89102


                                Attention: MICHAEL SHUSTAK, COB, CEO


                                Telephone (702) 227-0965

                                Telecopy: (702) 227-5247


PROJECT:    THE DEL MAR BUILDING
            2901 El Camino Avenue
            Las Vegas, Nevada


BUILDING:   The entire two-story office building located on the Project and
            generally depicted on Exhibit "A".

LEASED PREMISES:         The portion of the Building designated as suites 104,
                         105, 106, 107, 201, 204, 205 & 206 and generally
                         depicted on Exhibits "B & B-1" as the shaded area.

TOTAL RENTABLE AREA:
                              20,000 square feet, (gross).

TENANT AREA:        11,250 square feet, (gross).

TERM OR LEASE TERM:      five years

INITIAL TERM:       Sixty (60) months calculated from the first day of the next
                               calendar month after the Commencement Date occurs
                               (or calculated from the Commencement Date if that
                               date occurs on the first of the month).

COMMENCEMENT DATE:  March 1, 2001.

EXTENSION TERMS:    One five year term

MINIMUM RENT:       $1.92+- per square foot of Tenant Area for the first Twelve
                               (12) months of the Term as listed below:

(1st year) $1.92+- per square foot of tenant area, March 1, 2001 to February 28,
           2002 - $21,600.00 per month, $259,200.00 per year.

(2nd year) $1.94+- per square foot of tenant area, March 1, 2002 to February 28,
           2003 - $21,830.00 per month, $261,960.00 per year.

(3rd year) $1.995+- per square foot of tenant area, March 1, 2003 to February
           28, 2004 - $22,450.00 per month, $269,400.00 per year.

(4th year) $2.016+- per square foot of tenant area, March 1, 2004 to February
           28, 2005 - $22,680.00 per month, $272,160.00 per year.

(5th year) $2.071+- per square foot of tenant area, March 1, 2005 to February
           28, 2006 - $23,305.00 per month, $279,660.00 per year.

IMPROVEMENT ALLOWANCE:   Landlord will provide no improvement allowance. The
                         suites are to be leased in "AS IS CONDITION".

SECURITY DEPOSIT:
                         N/A

EXPENSE STOP:
                         N/A

REPLACEMENT OF LEASE     IT IS MUTUALLY AGREED THAT THIS LEASE, AS OF MARCH 1,
                         2001 SHALL REPLACE THE LEASE AGREEMENT DATED APRIL 8,
                         1999 BY AND BETWEEN WILDWOOD HILLS DEVELOPMENT, CORP.
                         AND DEL MAR HOLDINGS (VESTIN GROUP) D.B.A. VESTIN
                         MORTGAGE, INC. THE APRIL 8, 1999 LEASE SHALL BECOME
                         NULL AND VOID AND OF NO FURTHER FORCE AND EFFECT,
                         EXCEPTING THAT THE BASE YEAR USED FOR TENANTS
                         PROPORTIONATE SHARE OF "PROJECT OPERATING COSTS" NOW
                         REFERRED TO IN SECTION 3 C. OF THIS LEASE AGREEMENT, AS
                         THE "RENTAL ADJUSTMENTS," SHALL USE APRIL 8, 1999 AS
                         THE BEGINNING OF THE BASE YEAR AGAINST WHICH ALL
                         "RENTAL ADJUSTMENTS WILL BE MADE.

PERMITTED USE:           GENERAL OFFICE / ADMINISTRATIVE / AND WORK OF RELATED
                         PURPOSES.

- --------------------------------------------------------------------------------
                          GENERAL TERMS AND CONDITIONS

- --------------------------------------------------------------------------------

1.  DESCRIPTION OF BUILDING AND LEASED PREMISES.
    a.  Leased Premises. Landlord leases to Tenant, and Tenant leases from
        Landlord, the Leased Premises upon the terms and conditions set forth in
        this Agreement, the Leased Premises.
    b.  Square Footage. Tenant confirms that it has had ample opportunity to
        inspect the Leased Premises and Project and to confirm the Total
        Rentable Area and Tenant Area. Tenant acknowledges that there are
        several different methods to calculate the square footage, and Tenant
        has approved the method used to calculate the Total Rentable Area and
        Tenant Area specified in this Lease.

2.  TERM AND POSSESSION.
    a.  Term. This Lease is binding upon Landlord and Tenant as of the Lease
        Date, but the Term of this Lease will commence on the Commencement Date.
    b.  Possession. If Landlord is unable to deliver possession of the Leased
        Premises ready for occupancy at the Outside Delivery Date, Landlord will
        not be liable for any damage, Tenant waives any claims or causes of
        action against Landlord relating to the delay, and this Lease will
        become voidable at the option of Landlord. If Landlord is unable to
        deliver possession of the Leased Premises ready for occupancy at the
        Outside Delivery Date, no Rent will be payable by Tenant to Landlord for
        any pro rata portion of the Lease Term prior to actual delivery to
        Tenant of possession of the Leased Premises ready for occupancy. If the
        Leased Premises are not ready for occupancy within 60-days after the
        Outside Delivery Date, Tenant will have the right to terminate and
        cancel this Lease and all obligations of Landlord and Tenant under this
        Lease by delivery of written notice to Landlord.



3.    RENT.

     a. Aggregate Rent. Tenant will pay to Landlord, the aggregate of the
        Minimum Rent, Parking Charges, Rental Adjustments, and Additional Rent,
        plus any taxes levied on rents (collectively, the "RENT"), in advance,
        on the Commencement Date and thereafter on the first day of each
        calendar month during the Lease Term. All payments of Rent will be paid
        by Tenant, without prior notice or demand or deduction or offset, to
        Landlord at the address set forth on this Lease or at any other place
        that Landlord may from time to time designate in writing. If Landlord
        has not received payment of the monthly installment of Rent within five
        days after the 1st day of each month with or without delivery of
        written notice by Landlord to Tenant, Tenant will pay, as Additional
        Rent, a late charge equal to ten percent of the unpaid amount. Any
        payment of Rent that is not paid in a timely fashion and considered
        delinquent after the date due will bear interest at the rate of 12%.

     b. PARKING CHARGES. TENTANT WILL PAY TO LANDLORD THE PARKING CHARGES SET
        FORTH IN EXHIBIT C.

     c.   Rental Adjustments.

          i.   Definitions. For purposes of calculating the Rental Adjustments,
               the following terms will have the meanings ascribed below.

          ii.  "OPERATING COSTS" means all costs and expenses that are
               associated with the ownership, operation, and maintenance of the
               Project (excluding depreciation and all amounts paid on loans)
               including, by way of illustration but not by way of limitation,
               the cost and expense of real and personal property taxes and
               assessments, whether assessed against the Project, Landlord, or
               assessed against Tenant and collected by Landlord; utilities;
               supplies; Landlord's insurance premiums; deductible amounts on
               any insurance claims under Landlord's insurance; all costs and
               expenses of: repairs, maintenance, replacements, and
               renovations, or additions required by any governmental entity
               having jurisdiction over the Project or Landlord, and including
               the amount of amortization on those items that Landlord chooses
               to capitalize; management fees; and all other costs that can
               properly be considered expenses of operating or maintaining the
               Project. Operating costs will not include leasing commissions
               for any new lease and will not include the costs and expenses
               associated with the construction and installation of the
               Building Standard Work for tenants that may enter into leases
               for unleased portions of the Building after the Commencement
               Date of the Lease. For purposes of this Paragraph 3.3(a)(ii)
               only, the word "replacements" will not include the cost and
               expense of correcting initial construction defects in the
               foundation, bearing walls, exterior walls, subflooring, and
               roofs of the Building and will not include the costs and
               expenses for replacements to the foundations, bearing walls,
               exterior walls, subflooring, and roofs of the Building unless
               the replacements are occasioned by the reckless or intentional
               acts or omissions of Tenant or any other person who may be in or
               upon the Project with the consent (implied or otherwise) of
               Tenant.

          iii. "OPERATIONAL YEAR" means all or any portion of any calendar year
               during which this Lease is in effect.

          iv.  "EXCESS COST" means the amount by which the Operating Costs for
                any






                              Operational Year exceed the Expense Stop.
                    v.        "RENTAL ADJUSTMENTS" means an amount equal to the
                              product obtained by multiplying the Tenant Area by
                              the quotient derived by dividing the Excess Cost
                              by the Total Rentable Area.
          d.        PAYMENT OF RENTAL ADJUSTMENTS. Prior to the commencement of
                    each full or partial Operational Year during the Term of
                    this Lease, Landlord will deliver to Tenant a written
                    estimate in reasonable detail of Operating Costs and
                    Tenant's estimated Rental Adjustment for the year.
                    Thereafter, with each payment of Minimum Rent, each month
                    Tenant will pay 1/12 of the estimated Rental Adjustment. As
                    soon as practicable after the end of each Operational Year,
                    Landlord will submit to Tenant a written statement showing
                    the actual Operating Costs for that Operational Year,
                    Tenant's share of actual Operating Costs, Tenant's actual
                    Rental Adjustments, and the difference between Tenant's
                    actual Rental Adjustments and the amount of estimated Rental
                    Adjustments paid by Tenant. If the Tenant's actual Rental
                    Adjustments exceeds the amount of Rental Adjustments paid by
                    Tenant for that Operational Year, Tenant will pay to
                    Landlord within 30 days of receipt of the written statement,
                    the full amount of the excess. If the Tenant's actual Rental
                    Adjustments is less than the amount of estimated Rental
                    Adjustments paid for that Operational Year, the amount will
                    be credited against the next monthly Rent payment(s) due
                    Landlord from Tenant. If this Lease commences or terminates
                    on a day other than the first day of an Operational Year,
                    Tenant will be charged only for Rental Adjustments for the
                    portion of the Operational Year that falls within the Lease
                    Term.
          e.        ADDITIONAL RENT. Without limiting any of Tenant's covenants
                    or agreements contained in this Lease and without limiting
                    Tenant's obligation to pay any other component of the Rent,
                    Tenant agrees that it will pay to Landlord, as "ADDITIONAL
                    RENT," all additional amounts designated in this Lease,
                    whether or not described as Rent.
4.        LEASED PREMISE' USE.
          a.        USE. Tenant will use the Leased Premises only for the
                    Permitted Use and not otherwise. No use will be made of the
                    Leased Premises, and no act will be done in or about the
                    Leased Premises, that is illegal, unlawful, or that will
                    increase the existing rate of insurance upon the Leased
                    Premises, the Building or the Project. Tenant will not
                    commit or allow any public or private nuisance or other act
                    or thing that disturbs the quiet enjoyment of any other
                    tenant in the Building, nor will Tenant, without the prior
                    written consent of Landlord, use any apparatus, machinery or
                    device in or about the Leased Premises that will cause any
                    substantial noise or vibration. If any of Tenant's office
                    machines or other equipment disturbs the quiet enjoyment of
                    any other tenant in the Building. Tenant will take the
                    action as may be necessary to immediately eliminate the
                    disturbance.
          b.        FLOOR LOAD. Tenant will not bring upon the Leased Premises
                    any item with weight sufficient to potentially cause damage
                    to, or that may jeopardize the structure of, the Leased
                    Premises of the Building.
5.        SERVICES PROVIDED BY LANDLORD. Landlord will maintain the public and
          common areas of the Building and the Project, such as lobbies, stairs,
          elevators, landscaping, corridors, parking lots and public restrooms,
          in good order and condition except for damage occasioned by the act or
          negligence of Tenant. Landlord will furnish the water for common areas
          and with electricity for lighting and the operation of the elevator.
          It will be the responsibility of Tenant to maintain the


leased premises. Landlord will not be liable for damages, nor will Tenant's
obligation to pay Rent be abated, for Landlord's failure to furnish or for
delay in the furnishing any of the foregoing services, if the failure or delay
is caused by accident or conditions beyond the reasonable control of Landlord.
The temporary failure to furnish any of the services will not be construed as
an eviction of Tenant and will not relieve Tenant from the duty of observing
and performing any of the provisions of this Lease so long as Landlord proceeds
with reasonable diligence to correct any the failure.

6.   REPAIRS AND ALTERATIONS. Tenant agrees by taking possession of the Leased
Premises that the Leased Premises are then in a tenantable and good condition,
that Tenant will take good care of the Leased Premises, and the Leased Premises
will not be altered or changed without the prior written consent of Landlord.
Tenant waives any right to make repairs at Landlord's expense. Tenant will not
make changes to locks or doors or add, disturb, or in any way change any
plumbing, ducting, or wiring without first obtaining the written consent of
Landlord. All damage or injury done to the Project by Tenant or by any persons
who may be in or upon the Project with the consent of Tenant will be paid for by
Tenant, and Tenant will pay for all damage to the Project caused by Tenant's
misuse; however, Tenant will pay for structural damage to the Project only if
occasioned by negligent, reckless, or intentional acts or omissions of Tenant or
any other person who may be in or upon the Project with the consent (implied or
otherwise) of Tenant. All repairs to the Leased Premises necessary to maintain
the Leased Premises in a tenantable and good condition will be done by or under
the direction of Landlord at Tenant's expense (payable to Landlord immediately
upon demand) except as otherwise specifically provided in this Lease. Tenant
will pay for the replacement of doors or windows of the Leased Premises that are
cracked or broken by Tenant, its employees, agents or invites, and Tenant will
not put any curtains, draperies or other hangings on or beside the windows in
the Leased premises without first obtaining Landlord's written consent. Landlord
may make any alterations or improvements that Landlord may deem necessary for
the preservation, safety, or improvement of the Project. All alterations,
additions, and improvements, except fixtures installed by Tenant and that are
removable without damage to the Building, will become or remain, as applicable,
the property of Landlord.

7.   ENTRY INTO PREMISES. Tenant will permit Landlord and its agents to enter
into and upon the Leased Premises at all reasonable times for the purpose of
inspecting the Leased Premises or for the purpose of cleaning, repairing,
altering, or improving the Leased Premises or Building, and when necessary for
the purpose, Landlord may close entrances, doors, corridors, elevators, or
other facilities without liability to Tenant by reason of the closure and
without the action by Landlord being deemed an eviction of Tenant or to relieve
Tenant from the duty of observing and performing any and all of Tenant's
obligations of this Lease, so long as Landlord proceeds with reasonable
diligence to make the alterations and repairs. LANDLORD AND ITS AGENTS MAY
ENTER THE LEASED PREMISES FOR THE PURPOSE OF SHOWING THE LEASED PREMISES TO
PROSPECTIVE TENANTS FOR A PERIOD OF 180 DAYS PRIOR TO THE EXPIRATION OF THE
LEASE TERM, AND MAY ENTER AT ANY REASONABLE TIME TO SHOW THE LEASED PREMISES TO
PROSPECTIVE PURCHASERS OR LENDERS.

8.   DAMAGE OR DESTRUCTION. If any part of the Project is damaged by fire or
other casualty that is fully covered by Landlord's insurance and that is
without the fault of Tenant, the damage will be repaired by Landlord, so long
as the repairs can be made within 60 days after the occurrence of the damage.
Until the repairs are completed, the Rent will be abated in proportion to the
part of the Leased Premises that is unusable by Tenant in the conduct of its
business as the result of the casualty. If the repairs cannot be made within 60
days, Landlord may, at Landlord's election,

     make them within a reasonable time using due diligence, and, if Landlord
     elects to make the repairs, this Lease will continue in effect and the Rent
     will be abated in the manner provided above. Landlord's election to make
     repairs that cannot be made within 60 days after the occurrence of the
     damage must be evidenced by written notice to Tenant within 30 days after
     the occurrence of the damage. If Landlord does not so elect to make the
     repairs, then either party may, by written notice to the other, given
     within 30 days after the end of Landlord's 30-day election period described
     above, terminate this Lease.

9.   ADVERTISING AND SIGNAGE.  Tenant will not post, place, or in any manner
     display any sign, inscription, notice, picture, placard or poster, or any
     advertising material whatsoever anywhere in or about the Project at places
     visible from anywhere outside the Leased Premises without first obtaining
     Landlord's written consent. Tenant, however, will be specifically entitled
     to: (i) a reasonable amount of space for its name on the door as signage
     for the leased premises; and (ii) a reasonable amount of space on any
     building directory that may be located on the Project.

10.  HOLD HARMLESS.  Tenant will defend, indemnify and hold harmless Landlord on
     demand for, from, and against any and all liability, damages, costs, or
     expenses, including attorney's fees, arising from any act, omission, or
     negligence of Tenant, or the officers, contractors, licensees, agents,
     servants, employees, guests, invitees, or visitors of Tenant in or about
     the Project, or arising from any accident, injury or damage to any person
     or property occurring in or about the Project.

11.  INSURANCE.  During the term of the Lease, Tenant will maintain liability
     insurance, fire insurance with extended coverage, and water damage
     insurance in amounts sufficient to fully cover Tenant's improvements and
     all property in the Leased Premises that is not owned by Landlord, and
     liability insurance against claims of death, personal injury, and property
     damage in or about the Leased Premises, in amounts that are acceptable to
     Landlord. Policies for the insurance will waive any right of subrogation
     against Landlord, will show Landlord as an additional insured and will not
     be cancelable with less than 30 days notice to Landlord. Prior to taking
     possession of the Leased Premises and, thereafter, within 30 days prior to
     the expiration or cancellation of any previously delivered policy, Tenant
     will deliver to Landlord evidence satisfactory to Landlord that the
     insurance is fully paid for the immediately succeeding one year period.

12.  LIENS AND BANKRUPTCY. Tenant will keep the Project and Leased Premises free
     from any liens or encumbrances arising out of any work performed by or on
     behalf of Tenant or otherwise relating to any act of Tenant. If Tenant is
     adjudged bankrupt, or insolvent, or makes any assignment for the benefit of
     creditors, or if the business conducted on the Leased Premises passes into
     the hands of any receiver, court, trustee, or officer, or if the Term of
     this Lease is attached or taken on execution, this will constitute an event
     of default under the Lease, and Landlord may, at its option, exercisable in
     its sole discretion by written notice to Tenant, terminate this Lease and
     recover possession of the Leased Premises from any and all parties.

13.  DEFAULT BY TENANT.  Upon breach or default of this Lease by Tenant,
     Landlord may pursue any and all rights, at law or equity, against Tenant.
     Except when Landlord feels reasonably and justifiably insecure as to the
     solvency of the Tenant or its ability to perform its obligations under the
     Lease, Tenant will have 20 days after receipt of written notice from
     Landlord within which to completely cure any non-monetary default; however,
     if the non-monetary default is not completely cured within 20 days and
     Tenant demonstrates to Landlord that Tenant is using (and will continue to
     use) its best efforts to completely cure the non-monetary default, Tenant
     will have the additional time to cure as Landlord deems reasonably
     appropriate under the circumstances. In no event, however, will the time
     period within which Tenant must completely



      cure any non-monetary default extend to a period of time greater than 90
      days. Without limiting the foregoing, at expiration of the term of this
      Lease or if default is made in the payment of Rent or in the performance
      of any agreements of Tenant contained in this Lease, Landlord, or its
      agent, will have the right to enter and take possession of the Leased
      Premises. In the case of re-entry by Landlord, and Tenant agrees to
      deliver the Leased Premises without process of law, Tenant's rights to
      occupy or control the Leased Premises will immediately cease, and this
      Lease, at the option of Landlord, will terminate. If any default or breach
      by Tenant occurs, the obligations of Tenant under this Lease, including
      Tenant's obligation to pay Rent, will not cease, and Tenant will be liable
      for any loss or damage to Landlord for failure to comply with this Lease.
      If Landlord retakes possession of the Leased Premises, Landlord may remove
      and store all personal property of Tenant in any place selected by
      Landlord at the expense and risk of Tenant. Landlord may sell any or all
      of the property at public or private sale as provided by law and will
      apply the proceeds of the sale first to the cost of the sale, second to
      the payment of charges for storage, if any, third to the payment of other
      sums that may be due from Tenant to Landlord under the terms of the Lease,
      and fourth the balance, if any, to Tenant. Tenant waives all claims for
      damages that may be caused by Landlord's re-entering and taking possession
      of the Leased Premises, removing, storing, and/or selling the property of
      Tenant. No re-entry of Landlord will be considered or construed to be a
      forcible entry.

14.   COSTS AND ATTORNEYS' FEES. If either party employs legal counsel to
      enforce any term of this Lease, the other party will pay to the prevailing
      party, immediately upon demand, the prevailing party's costs, expenses,
      and attorney's fees.

15.   NO-WAIVER. Waiver by Landlord of any breach of Tenant of any term,
      covenant, or condition of this Lease will not be deemed to be a waiver of
      the term, covenant, or condition or a waiver of any subsequent breach of
      the term, covenant, or condition. The acceptance of Rent by Landlord will
      not be deemed to be a waiver of any existing breach by Tenant of any term,
      covenant, or condition of this Lease, regardless of Landlord's knowledge
      of the existing breach at the time of acceptance of the Rent.

16.   ASSIGNMENT AND SUBLETTING.  Tenant will not assign this Lease or
      sublet all or any part of the Leased Premises without Landlord's prior
      written consent. Any attempt to do otherwise will be void and of no
      effect. No assignment or subletting will relieve Tenant of Tenant's
      liability under this Lease. If Tenant desires to assign this Lease or
      sublet all or any part of the Leased Premises and Tenant has notified
      Landlord of this desire, Landlord will not unreasonably withhold its
      consent to a change or modification of the "use" clause contained in
      Paragraph 4.1 so long as the proposed change or modification is not
      incompatible with existing uses and is not prohibited by the terms of any
      existing lease or related agreement.

17.   SUCCESSORS.  Subject to the restrictions set forth in Paragraph 16, all of
      the covenants, agreements, terms and conditions contained in this Lease
      will apply to and be binding upon Landlord and Tenant and their respective
      heirs, executors, administrators, successors, and assigns.

18.   SUBORDINATION.  At the lender's election, this Lease will automatically be
      subordinate to any mortgage or deed of trust placed upon the Project by
      Landlord, to any and all advances made or to be made under the mortgage or
      deed of trust, and to all renewals, replacements and extensions of the
      mortgage or deed of trust. Within 15 days of presentation, Tenant will
      execute, acknowledge and deliver to Landlord any subordination,
      attornment, or non-disturbance agreement or other instrument that Landlord
      or Landlord's lenders, may require.

19.   SALE BY LANDLORD. A sale or conveyance of all or any part of the Project
      or Leased Premises


      will operate to release Landlord from liability for events occurring
      subsequent to the sale or conveyance and any express or implied covenants
      or conditions contained in this Lease, Tenant will look solely to
      Landlord's successor in interest in and to this Lease. This Lease will
      not be affected by any subsequent sale or conveyance, and Tenant will
      attorn to the successor in interest. If Tenant has made a Security
      Deposit, Landlord may transfer the Security Deposit to its successor in
      interest, and Landlord will be discharged from further liability.

20.   ESTOPPEL CERTIFICATE. Within 10 business days after delivery of
      Landlord's written request, Tenant will execute, acknowledge and deliver
      to Landlord a written statement on a form provided by Landlord: (i)
      certifying that this Lease is unmodified and in full force and effect
      (or, if modified, stating the nature of the modification and certifying
      that this Lease, as so modified, is in full force and effect) and the day
      to which Rent and other charges are paid in advance, if any; (ii)
      affirmatively representing that there are not any uncured defaults by
      Landlord or Tenant (or specifying the defaults if they are claimed); and
      (iii) providing any other information reasonably requested by Landlord.
      Tenant's written statement may be relied on by a prospective purchaser or
      encumbrancer of all or any portion of the Project. Tenant's failure to
      deliver a written statement within the time will be conclusive against
      Tenant that: (i) this Lease is in full force and effect, without
      modification except as may be represented by Landlord; (ii) there are no
      uncured defaults in Landlord's performance or Tenant's performance, and
      (iii) not more than one month's Rent has been paid in advance. The
      failure of Tenant to deliver the written statement to Landlord within the
      time will constitute a default by Tenant under this Lease, whereupon
      Landlord may elect to enforce any and all rights and remedies provided to
      Landlord in this Lease.

21.   CONDEMNATION. If all of the Leased Premises, are taken by condemnation or
      eminent domain proceeding, this Lease will automatically terminate as of
      the date of the final condemnation, or as of the date possession is taken
      by the condemning authority, whichever is earlier. Current Rent will be
      apportioned as of the date of the termination. If part of the Leased
      Premises or a portion of the Project not required for the use of Leased
      Premises is taken by condemnation or eminent domain, this Lease will
      continue in full force and effect, and if the rentable area of the Leased
      Premises is reduced, the Rent will be reduced in proportion to the
      reduction in the area of the Leased Premises, the Rent reduction to be
      effective on the date of the partial taking. No award for any partial or
      entire taking will be apportioned, and Tenant assigns to Landlord any
      award that may be made in the taking or condemnation; however, nothing in
      this Lease will be deemed to give Landlord any award made to Tenant for
      the taking of personal property belonging to Tenant, for the interruption
      of or damage to Tenant's business or for Tenant's moving expenses. Without
      limiting the foregoing, if more than 25% of the Tenant Area is taken by
      virtue of any condemnation or eminent domain proceeding, Tenant, upon 10
      days written notice to Landlord, will have the right to terminate this
      Lease.

22.   RULES AND REGULATIONS. Tenant, its employees, agents, clients, customers,
      invitees and guests will comply with any rules and regulations adopted by
      Landlord. Any violation of the rules and regulations will constitute a
      breach and default of this Lease.

23.   NOTICES. To be effective, all notices under this Lease will be in writing
      and delivered in person or sent by hand delivery, telecopy, certified
      mail, or overnight delivery to Landlord and Tenant at the addresses
      designated on the cover page of this Lease, or to any other place as may
      be designated by either party in writing. Notices will be effective upon
      delivery if personally delivered or sent by telecopy, or overnight
      delivery within two days after deposit in the United States mail
      certified mail, return receipt requested, postage prepaid, properly
      addressed.


24.  GOVERNING LAW. This Lease will be construed and governed by the Laws of
the State of Nevada.

25.  TIME OF ESSENCE. Time is of the essence of this Lease.

26.  LANDLORD'S APPROVAL. Wherever the terms of this Lease require or allow
Landlord's consent, approval, or satisfaction be given or obtained, the
consent, approval, or satisfaction will be given or withheld in Landlord's sole
and absolute discretion, except as otherwise specified in this Lease.

27.  SECURITY DEPOSIT. Concurrently with its execution of this Lease, Tenant
will deliver to Landlord the Security Deposit for the performance by Tenant of
every covenant and condition of this Lease. The deposit may be commingled with
other funds of Landlord and will bear no interest. If Tenant defaults with
respect to any covenant or condition of this Lease, including but not limited to
the payment of Rent or any other charges, Landlord, at Landlord's option, may
apply the whole or any part of the security deposit to the payment of any sum in
default or any other sum that Landlord may be required to spend by reason of
Tenant's default. If Landlord elects to apply the whole or any part of Tenant's
security deposit to the payment of any sum, Landlord may do so without waiver of
any Tenant default, and Landlord may demand that Tenant deliver a sum equal to
the amount so applied by Landlord. Tenant's failure to deliver the sum to
replenish Tenant's security deposit within ten (10) days following delivery of
written demand by Landlord will constitute an additional default by Tenant under
this Lease. If Tenant complies with all of the covenants and conditions of this
Lease, the security deposit or any balance thereof remaining will be returned to
Tenant within 14 days of the expiration of the term hereof.

28.  AUTHORITY. Tenant warrants and represents that Tenant is fully capable of
performing the terms of this Lease, that Tenant has full and requisite power and
authority to execute, deliver, and perform this Lease in accordance with their
respective terms, and that this execution of the Lease and other documents and
instruments will not act or to cause a violation or breach of any court order,
judgment, or agreement to which Tenant is a party.

29.  ENTIRE AGREEMENT. This Lease and all exhibits embody the entire Agreement
between the Landlord and Tenant and any prior oral or written understanding
and/or representation not specifically enumerated in this Lease is deemed
ineffective and of no force or effect. This Lease may be amended only by
written instrument executed by both Landlord and Tenant.

        Landlord and Tenant have executed this Lease on the Lease Date.

LANDLORD
Wildwood Hills Development, Corporation
an Arizona, Corporation

By:
    ______________________
    Eric D. Roles
    Its: President

                                     TENANT
                                     The Vestin Group
                                     d.b.a. Vestin Mortgage, Inc.
                                     a Nevada, Corporation

                                                    By: /s/ Michael Shustek
                                                        ___________________
                                                          Michael Shustek
                                                    Its: Chief Executive Officer


                                   EXHIBIT "A"

                             DEL MAR OFFICE BUILDING
                                    PLOT PLAN

                                   [PLOT PLAN]



                                   EXHIBIT "B"

                             DEL MAR OFFICE BUILDING
                                   FIRST FLOOR

                               [FIRST FLOOR PLAN]



                                 EXHIBIT "B"(1)

                             DEL MAR OFFICE BUILDING
                                   SECOND FLOOR

                               [SECOND FLOOR PLAN]



                                   EXHIBIT "C"
                                       TO
                             OFFICE LEASE AGREEMENT

                               (PARKING CHARGES)

         So long as Tenant is not in default under this Agreement, Tenant,
during the Lease Term, will be entitled to the use, at no additional charge,
seventeen uncovered parking spaces. The tenant will lease fourteen covered
parking spaces designated as spaces 2,3,4,5 & 11 through 20. Tenant acknowledges
that parking rental per covered stall is initially $30.00 per month payable in
advance along with the monthly space rent.

CHARGES FOR THE FIRST (24) MONTHS

14 covered parking spaces X $30.00 per space = $420.00 per month X 12 Months =
$5,040.00 yr.

CHARGES FOR THE LAST (36) MONTHS

14 covered parking spaces X $40.00 per space = $560.00 per month X 12 months =
$6,720.00 yr.

SUMMARY OF ANNUAL PARKING CHARGES:

             
1st Year        $ 5,040.00
2nd Year        $ 5,040.00
3rd Year        $ 6,720.00
4th Year        $ 6,720.00
5th Year        $ 6,720.00
                ----------
TOTAL           $30,240.00



The Vestin Group
d.b.a. Vestin Mortgage, Inc.

Agreed: /s/ Michael Shustek
        ---------------------------
        By, Michael Shustek

Wildwood Hills Development, Corporation

Agreed:
        ----------------------------
        By, Eric Roles




EXHIBIT "D"

LEGAL DESCRIPTION

That portion of the Southeast Quarter (SE 1/4) of Section 5, Township 21 South,
Range 61 East, M.D. B & M, more particulary described as follows:

Lot 3-1 as shown on that certain parcel map on file in the Office of the Clark
County Recorder, in file 85 of Parcel Maps, Page 44. Suites 104, 105, 106, 107,
201, 204, 205, 206.




EXHIBIT "E"

RULES AND REGULATIONS

1.       The sidewalks, halls, passages, exits and entrances of the building
         will not be obstructed by any of the Tenants or used by them for any
         purpose other than for ingress and egress from their respective
         premises. The halls, passages, exits and entrances are not for the
         general public and Landlord shall in all cases retain the right to
         control and prevent access thereto of all persons whose presence in the
         judgement of Landlord would be prejudicial to the safety, character,
         reputation and interests of the Building and its Tenants, provided that
         nothing herein contained shall be construed to prevent such access to
         persons with whom any Tenant normally deals in the ordinary course of
         its business, unless such persons are engaged in illegal activities. No
         Tenant and no employee or invitee of any Tenant shall go upon the roof
         of the Building.

2.       No sign, placard, picture name, advertisement or notice visible from
         the exterior of any Tenant's premises shall be inscribed, painted,
         affixed or otherwise displayed by any Tenant on any part of the
         Building without prior written consent of Landlord. Landlord will adopt
         and furnish to Tenant general guidelines, but may request approval of
         Landlord for modifications, which approval will not be unreasonably
         withheld. All approved signs or lettering on doors shall be printed,
         painted, affixed or inscribed at the expense of the Tenant by a person
         approved by the Landlord, which approval will not be unreasonably
         withheld. Material visible from outside the Building will not be
         permitted.

3.       The premises shall not be used for lodging or the storage of
         merchandise held for sale to the public, unless ancillary to a
         restaurant or other food service use specifically authorized in the
         lease of a particular Tenant, no cooking shall be done or permitted by
         any Tenant on the premises, except that preparation of coffee, tea, hot
         chocolate and similar items for Tenants and their employees shall be
         permitted.

4.       No Tenant shall use or keep in the premises or the Building any
         kerosene, gasoline of flammable or combustible fluid or material or use
         any method of heating or air conditioning other than that supplied by
         Landlord. No Tenant shall use, keep or permit to be used or kept any
         foreign or noxious gas or substance in the premises, or permit or
         suffer the other occupants of the Building by reason of noise, odors,
         or vibrations or interfere in any way with other Tenants or those
         having business therein.

5.       In the case of invasion, mob, riot, public excitement, or other
         circumstances rendering such action advisable in Landlord's opinion,
         Landlord reserves the right to prevent access to the Building during
         the continuance of the same by such an action as Landlord may deem
         appropriate, including closing entrances to the Building.

6.       The toilet rooms, toilets, urinals, wash bowls and other apparatus
         shall not be used for any purpose other than that for which they were
         constructed, no foreign substance of any kind whatsoever shall be
         thrown therein. The expense of any breakage, stoppage or damage
         resulting from the violation of this rule shall be done by the Tenant
         who, or whose employees of invites, shall have caused it.




7.       Except with prior consent of Landlord, no Tenant shall sell, or permit
         the sale in the premises or use or permit the use of any common area
         for the sale of newspapers, magazines, periodicals, theater tickets or
         any other good merchandise or service. Tenant shall not carry on, or
         permit or allow any employee or other persons to carry on the business
         of stenography, typewriting, or any similar business from the premises
         for the service of accommodation of occupants of any other portion of
         the Building, nor shall the premises of any Tenant be used for
         manufacturing of any kind, or any business or activity other than that
         specifically provided for in such Tenant's lease.

8.       Tenant shall not use any advertising media which may be heard outside
         of the premises and Tenant shall not place or permit the placement of
         any radio or television, or other communications antenna, loudspeaker,
         sound amplifier, phonograph, searchlight, flashing light or other
         device of any nature on the roof or outside of the boundaries of the
         premises (except for Tenant's approved identification sign or signs) or
         at any place where the same may be seen or heard outside of the
         premises.

9.       All loading and unloading of merchandise, supplies, materials garbage
         and refuse shall be made only through such entryways and at such times
         as Landlord shall designate. In its use of the loading areas the Tenant
         shall not obstruct or permit the obstruction of said loading area and
         at no time shall park or allow its officers, agents or employees to
         park vehicles therein except for loading and unloading.

10.      Landlord shall have the right, exercisable without notice and without
         liability to any Tenant to change the name and street address of the
         Building.

11.      The person employed to move equipment in or out of the Building must be
         acceptable to Landlord. Landlord shall have the right to prescribe the
         weight, size and position of all equipment, materials, furniture or
         other property brought into the Building. Heavy objects shall, if
         considered necessary by Landlord, stand on wood strips of such
         thickness as is necessary to properly distribute the weight. Landlord
         will not be responsible for loss or damage to any such property from
         any cause, and all damage done to the Building by moving or maintaining
         such property shall be repaired at the expense of Tenant.

12.      No curtains, draperies, blinds, shutters, shades, screens or other
         coverings, hangings or decorations shall be attached to, hung or placed
         in, or used in connection with any window of the Building without prior
         written consent of Landlord. In any event, with the prior written
         consent of Landlord, such items shall be installed on the office side
         of Landlord's standard window covering and shall in no way be visible
         from the exterior of the Building.

13.      No Tenant shall obtain for use in the premises, ice, drinking water,
         food beverage, towel or other similar services, except at such
         reasonable regulations as may be fixed by Landlord.

14.      Each Tenant shall see that the doors or its premises are closed and
         locked and that all water faucets, water apparatus and utilities are
         shut off before Tenant or Tenant's employees leave the premises, so as
         to prevent waste or damage, and for any default or carelessness in this
         regard Tenant shall make good all injuries sustained by other tenants
         or occupants of the Building or Landlord.




15.      No Tenant shall use any portion of the common area for any purpose when
         the premises of such Tenant are not open for business or conducting
         work in preparation therefore.

16.      The requirements of the Tenants will be attended to only upon
         application by telephone or in person at the office of the Building
         Employees of Landlord shall not perform any work or do anything outside
         of their regular duties unless under special instruction from Landlord.

17.      Landlord may waive any one or more of these Rules and Regulations from
         the benefit of any particular Tenant or Tenants, but no such waiver by
         Landlord shall be construed as a waiver of such Rules and Regulations
         in favor of any other Tenant or Tenants, nor prevent Landlord from
         thereafter enforcing any such Rules and Regulations against any or all
         of the Tenant of the Building.

18.      These Rules and Regulations are in addition to and shall not be
         construed to in any way modify, alter or amend, in whole or in part,
         the terms, covenants, agreements and conditions of any Lease of
         premises in the Building.

19.      Landlord reserves the right to make such other and reasonable rules and
         regulations as in its judgment may from time to time be needed for the
         safety, care and cleanliness of the Building, and for the preservation
         of good order therein.

20.      THIS IS A NON SMOKING FACILITY.

21.      NO ANIMAL(S) of any kind will be allowed on or in the office building,
         parking lot or any of the common areas. NO PETS of any kind are allowed
         on or in the office building, parking lot or any of the common areas.
         NO SECURITY ANIMALS of any kind will allowed on or in the office
         building, parking lot or any of the common areas. THE ONLY EXCEPTION
         WILL BE THOSE INDIVIDUALS WHO REQUIRE THE ASSISTANCE OF AN ANIMAL
         QUALIFIED UNDER A STATE OF FEDERAL REGULATION SUCH AS THE "AMERICANS
         WITH DISABILITIES ACT."

EXHIBIT "F"

GUARANTY OF LEASE

GUARANTOR:                  Michael Shustek

DESCRIPTION OF LEASE:       General Office Lease

DATE:                       January 5, 2001

LANDLORD:                   Wildwood Hills Development, Corporation

TENANT:                     Vestin   Group, d.b.a. Vestin Mortgage, Inc.

PREMISES:                   Del Mar Building-Suite(s) 104, 105, 106, 107, 201,
                            204, 205, 206 (Approx. 11,250 sq. Ft. gross)

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are
hereby acknowledged, the undersigned ("Guarantor") hereby unconditionally and
irrevocably guarantees Tenant's full and faithful performance of each and every
term, covenant and condition of the above referenced lease (the "Lease"),
including, but not limited to, the payment of all rent (and other sums to be
paid to Landlord by Tenant) at the time and in the manner required by the Lease.
No amendment, modification, extension, release, waiver or comprise of the Lease,
or of any term, covenant or condition thereof, or of any party thereto, shall
affect, terminate or impair this Guaranty, and this Guaranty shall remain in
full force and effect notwithstanding any such event. The undersigned hereby
agrees to indemnify Landlord against, and to hold Landlord free, clear and
harmless from, any and all liability, loss, costs, charges, penalties,
obligations, expenses, attorneys' fees, litigation, judgements, damages, claims
and demands of any kind whatsoever in connection with arising out of or by
reason of the assertion by Tenant of any defense to its obligations under the
Lease or the assertion by Guarantor of any defense to its obligations hereunder.
Guarantor waives any right or claim of right to cause a marshaling of Tenant's
assets or to require Landlord to proceed against Guarantor or Tenant or any
security for the Lease or this Guaranty in any particular order and Guarantor
agrees that any payments or performance required to be made hereunder shall
become due upon demand in accordance with the terms hereof immediately upon the
happening of a default under the Lease, whether or not Guarantor has been given
notice of such default, and Guarantor hereby expressly waives and relinquishes
all rights and remedies accorded by applicable law to guarantors, including, but
not limited to, notice of default, any failure to pursue Tenant or its property,
any defense arising by reason of any defense of Tenant or by reason of the
cessation of the liability of Tenant of any defense by reason of the assertion
by Landlord against Tenant of any of the rights or remedies reserved to Landlord
pursuant to the provisions of the said Lease, or by reason of Summary or other
proceedings against Tenant.

No delay on Landlord's part in exercising (or giving notice of) any right, power
or privilege under this Guaranty, the Lease or any other document executed in
connection therewith, shall operate as a waiver of any such privilege, power or
right.

Guarantor agrees that any judgement rendered against Tenant for monies or
performance due Landlord shall in every and all respects bind and be conclusive
against Guarantor to the same extent as if Guarantor had appeared in any such
proceeding and judgement therein had been rendered against Guarantor. Guarantor
subordinates to


Tenant's obligations to Landlord all indebtedness of Tenant to Guarantor,
whether now existing or hereafter contracted, whether direct or indirect,
contingent or determined.

The terms, covenants and conditions contained in this Guaranty shall inure to
the benefit of, and be binding upon, the successors and assigns of Landlord and
Guarantor, respectively.

If any term, covenant or condition of the Guaranty, or any application thereof,
should be held by a court of competent jurisdiction to be invalid, void or
unenforceable, all terms, covenants and conditions of this Guaranty, and all
applications thereof, not held invalid, void or unenforceable shall continue in
full force and effect and shall in no way be affected, impaired or invalidated
thereby.

This Guaranty may not be modified, amended, terminated or changed except in a
written document duly executed by Landlord and Guarantor.

In this Guaranty, whenever the context so requires, the masculine gender
includes the feminine and/or neuter, and the singular number includes the
plural.

This Guaranty shall be construed in accordance with its intent and without
regard to any presumption or other rule requires construction against the party
causing the same to be drafted.

The laws of the State of Nevada shall govern the validity, construction,
performance and effect of this Guaranty.

Should Guarantor consist of more than one person or entity, then, in such event,
all such persons and entities shall be jointly and severally liable as Guarantor
hereunder.

DATED this                      day of                   2000.
           --------------------        -----------------

/s/ Michael Shustek
- --------------------------------
Guarantor, Michael Shustek

EX-10.16

                                                                   Exhibit 10.16


                                  OFFICE LEASE

                                 BY AND BETWEEN

                              LUKE PROPERTIES, LLC,
                       A NEVADA LIMITED LIABILITY COMPANY

                                       AND

                               VESTIN GROUP, INC.,
                             A DELAWARE CORPORATION

                              DATED: MARCH __, 2004



                               TABLE OF CONTENTS

                                                                                        
1.....................................................................LEASE OF PREMISES    1
         1.1......................................................................LEASE    1
         1.2...................................................MODIFICATION OF PREMISES    1

2...............................................................................PURPOSE    1
         2.1........................................................................USE    1
         2.2.........................................................LIMITATION ON USES    1
         2.3....................................................COMPLIANCE WITH PERMITS    2

3..................................................................................TERM    2
         3.1..........................................................COMMENCEMENT DATE    2
         3.2.............................................................. CONSTRUCTION    2
         3.3.................................................... ACCEPTANCE OF PREMISES    2

4............................................................................BASIC RENT    3
         4.1.........................................................INITIAL BASIC RENT    3
         4.2...................................................COST OF LIVING INCREASES    3
         4.3.............................................................PARTIAL MONTHS    4
         4.4..................................................................NO OFFSET    4
         4.5...........................................................SECURITY DEPOSIT    4

5......................................................................RENT ADJUSTMENTS    4
         5.1...............PAYMENT OF EXCESS OPERATING EXPENSES AND REAL PROPERTY TAXES    4
         5.2.........................................................OPERATING EXPENSES    4
         5.3....................................................BASE OPERATING EXPENSES    5

6....................................................................PARKING FACILITIES    6

7.............................................................................UTILITIES    6
         7.1............................................................UTILITY CHARGES    6
         7.2................................................................MAINTENANCE    6

8 ..........................................................................ALTERATIONS    6
         8.1.................................................RESTRICTION ON ALTERATIONS    6
         8.2...................REMOVAL AND SURRENDER OF FIXTURES AND TENANT ALTERATIONS    7

9...............................................................MAINTENANCE AND REPAIRS    8
         9.1.......................................................TENANT'S OBLIGATIONS    8
         9.2.....................................................LANDLORD'S OBLIGATIONS    8

10....................................................TAX ON TENANT'S PERSONAL PROPERTY    8



                                        i



                                                                                        
         10.1...................................................PERSONAL PROPERTY TAXES     8
         10.2........................................EXCLUSION FROM REAL PROPERTY TAXES     8

11.....................................................INSURANCE; WAIVER OF SUBROGATION     8
         11.1.......................................................LIABILITY INSURANCE     9
         11.2........................................................PROPERTY INSURANCE     9
         11.3.......................................................POLICY REQUIREMENTS     9
         11.4.....................................................WAIVER OF SUBROGATION    10
         11.5...............................................BUSINESS OVERHEAD INSURANCE    10

12.....................................................................FIRE OR CASUALTY    10
         12.1........................................................DAMAGE TO PREMISES    10
         12.2........................................................DAMAGE TO BUILDING    11
         12.3....................................................ABATEMENT; TERMINATION    11
         12.4...............................................................LIMITATIONS    11

13.......................................................................EMINENT DOMAIN    11
         13.1....................................................................TAKING    11
         13.2..........................................................TEMPORARY TAKING    12

14............................................................ASSIGNMENT AND SUBLETTING    12
         14.1.......................................................GENERAL PROHIBITION    12
         14.2......................................NOTICE OF INTENT TO ASSIGN OR SUBLET    13
         14.3........................................NO RELEASE OF TENANT'S OBLIGATIONS    13
         14.4....................................................TRANSFER IS ASSIGNMENT    13
         14.5.................................................ASSUMPTION OF OBLIGATIONS    13

15...........................................................LANDLORD'S RESERVED RIGHTS    14
         15.1.............................................................RIGHT OFENTRY    14
         15.2.................................................BUILDING AND COMMON AREAS    14
         15.3......................................................................NAME    14

16..........................................INDEMNIFICATION AND LIMITATION ON LIABILITY    15
         16.1.......................................................INDEMNITY BY TENANT    15
         16.2........................................LIMITATION ON LANDLORD'S LIABILITY    15

17.....................................................................SALE BY LANDLORD    15

18........................................................................SUBORDINATION    15
         18.1.............................................................SUBORDINATION    16
         18.2................................................................ATTORNMENT    16
         18.3........................................................NOTICE FROM TENANT    16



                                       ii



                                                                                        
19................................................................ESTOPPEL CERTIFICATES    16

20........................................SURRENDER OF PREMISES AND REMOVAL OF PROPERTY    16
         20 1.................................................................NO MERGER    16
         20.2.....................................................SURRENDER OF PREMISES    17
         20.3......................................................DISPOSAL OF PROPERTY    17
         20.4.................................................FIXTURES AND IMPROVEMENTS    17
         20.5..............................................NOTICE OF EXPIRATION OF TERM    17

21.........................................................................HOLDING OVER    17

22................................................................DEFAULTS AND REMEDIES    IS
         22.1.......................................................DEFAULTS BY  TENANT    18
         22.2.......................................................LANDLORD'S REMEDIES    19
         22.3..................................................RE-ENTRY NOT TERMINATION    20
         22.4......................................................DEFINITION OF TENANT    20

23...........................................................................BANKRUPTCY    21

24.......................................INTEREST ON TENANT'S OBLIGATIONS; LATE CHARGES    21
         24.1..................................................................INTEREST    21
         24.2...............................................................LATE CHARGE    21

25......................................................................QUIET ENJOYMENT    21

26.................................................................EXAMINATION OF LEASE    22

27..............................................................................BROKERS    22

28..................COVENANTS, CONDITIONS AND RESTRICTIONS AND RESERVATION OF EASEMENTS    22

29..............................................................................SIGNAGE    22

30...................................................................GENERAL PROVISIONS    52
         30.1.................................................................NO WAIVER    22
         30.2...............................................LANDLORD'S RIGHT TO PERFORM    22
         30.3...........................................................TERMS; HEADINGS    23
         30.4..........................................................ENTIRE AGREEMENT    23
         30.5....................................................SUCCESSORS AND ASSIGNS    23
         30.6...................................................................NOTICES    23
         30.7..............................................................SEVERABILITY    24
         30.8...........................................................TIME OF ESSENCE    24
         30.9.............................................................GOVERNING LAW    24



                                       iii



                                                                                        
30.10....................................................................ATTORNEYS'FEES    24
30.11.....................................................................FORCE MAJEURE    24



                                       iv



                                  LEASE SUMMARY

 This lease summary is attached to the within lease for convenience of reference
only and shall in no way be considered a part of said lease or used in the
interpretation of any of the provisions contained therein.

DATE:             March __, 2004

LANDLORD:         Luke Properties, LLC, a Nevada limited liability company

TENANT:           Vestin Group, Inc., a Delaware corporation

PREMISES:         Exhibit "A"

SIZE OF PREMISES: Approximately Forty Thousand Nine Hundred Forty (41,614)
                  square feet.

TERM:             Ten (10) years with two (2) five (5) year option

COMMENCEMENT OF   The earlier of forty-five (45) days after the completion of
RENT              construction of the Building or the date Tenant commences
                  business at the Premises.

BASIC RENT:       $1.75 per square foot per month for a total of $873,894.00 per
                  annum increasing annually in an amount equal to four percent
                  (4%) per annum on the yearly anniversary date of the
                  Commencement Date. This is a triple net lease and Tenant shall
                  be responsible for its share of all expenses associated with
                  the Building.

SECURITY DEPOSIT: $72,824.50

LANDLORD'S ADDRESS:__________________________________
                  Las Vegas, Nevada_____________

TENANT'S ADDRESS: ______________________________
                  ______________________________
                  Las Vegas, Nevada_____________

                                        v



                                  OFFICE LEASE

         THIS LEASE is made and entered into as of this _____ day of March,
2004, by and between Luke Properties, LLC, a Nevada limited liability company
(the "LANDLORD") and Vestin Group, Inc., a Delaware corporation (the "TENANT").

1.       LEASE OF PREMISES.

1.1      LEASE. Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord, those certain premises (the "PREMISES") shown on the drawings attached
hereto as Exhibit "A," and commonly described as ___________, Las Vegas, Nevada
______________, consisting of approximately forty-one thousand six hundred
fourteen (41,614) square feet which is one hundred percent (100%) of the entire
building (the "BUILDING").

1.2      MODIFICATION OF PREMISES. Landlord shall have the sole judgment and
discretion to determine the architecture, design, appearance, construction,
workmanship, materials and equipment with respect to the construction of the
Building; provided, however, Landlord shall not materially alter the areas,
floor elevations and other characteristics of the Premises as shown on Exhibit
"A" without the express consent of Tenant, which consent shall not be
unreasonably withheld or delayed.

2.       PURPOSE.

2.1      USE. The Premises shall be used only for professional services
businesses including but not limited to mortgage services, accounting offices
and legal services (the "Use") and businesses related thereto and for no other
purpose without the prior written consent of Landlord.

2.2      LIMITATION ON USES. Tenant shall not use or occupy the Premises, or
permit the use or occupancy of the Premises, in any manner or for any purpose
which: (a) would violate any law or regulation of any governmental authority, or
the provisions of any applicable governmental permit or recorded document; (b)
would adversely affect or render more expensive any fire or other insurance
maintained by Landlord for the Building or any of its contents; (c) might impair
or interfere with any of the services and systems of the Building, including
without limitation, the Building's electrical, mechanical, fire and life safety,
structural, plumbing, heating, ventilation and air conditioning systems
(collectively, the "BUILDING SYSTEMS") or the janitorial, security and building
maintenance services (collectively, the "SERVICE FACILITIES"); (d) would injure
or annoy, or obstruct or interfere with the rights of, other tenants, if any, or
occupants of the Building or impair the appearance of the Building or be
prejudicial to the business or reputation of Landlord; or (e) is not compatible
with the existing use of the Building. Further, Tenant's business machines and
mechanical equipment which cause vibration or noise that may be transmitted to
the Building structure or beyond the Premises shall be installed, maintained and
used by Tenant so as to eliminate such vibration or noise. Tenant shall
reimburse Landlord for any cost incurred by Landlord in enforcing the provisions
of this Article 2 or as a result of Tenant's breach hereof (including, without
limitation, any increase in insurance premiums resulting from Tenant's use).

         COMPLIANCE WITH PERMITS. Tenant shall procure and maintain any license
or permit

                                       vi



required for the lawful conduct of its business or other activity on the
Premises, submit such license or permit for inspection by Landlord if so
requested, and comply at all times with all terms and conditions thereof. The
lease of the Premises shall be subject to all statutes, laws, ordinances and
regulations applicable from time to time to the use, occupancy or possession of
the Premises.

3.       TERM.

3.1      COMMENCEMENT DATE. The term of this Lease shall commence on the date
this Lease is executed (the "Commencement Date") and shall end ten (10) years
from the date the payment of rent commences as set forth in Section 4.1 of this
Lease, unless sooner terminated pursuant hereto (the "TERM"). Promptly following
the Commencement Date, Landlord and Tenant shall confirm the Commencement Date
and the expiration date by executing and delivering a Memorandum of Commencement
Date ("MEMORANDUM") in the form attached hereto as Exhibit "B." This Lease shall
not be void, voidable or subject to termination, nor shall Landlord be liable to
Tenant for any loss or damage, resulting from Landlord's inability to deliver
the Premises to Tenant on the date specified in Landlord's notice given pursuant
to Section 3.2, but no rent hereunder shall be payable hereunder with respect to
any delay in delivery of the Premises which is caused solely by Landlord.
Provided Tenant has not been in default during the Term of the Lease, Landlord
hereby grants Tenant the right to renew the Lease for one (1) additional five
(5) year period, at the greater of the then current Basic Rent increased in
accordance with this Lease or at the then current fair market lease rental rate
for the Building as determined by the Landlord. In order to exercise its renewal
option, Tenant shall give Landlord a minimum of six (6) months written notice
prior to the end of the Term of its intention to renew this Lease.

3.2      ACCEPTANCE OF PREMISES. By entering into possession of the Premises or
any part thereof and except for such matters as Tenant shall specify to Landlord
in writing within ten (10) days thereafter, Tenant shall be conclusively deemed
to have accepted the Premises and to have agreed that Landlord has performed all
of its obligations hereunder with respect to the Premises and that the Premises
are in satisfactory condition and in full compliance with the requirements of
this Lease as of the date of such possession. Tenant acknowledges that neither
Landlord nor any agent of Landlord has made any representation or warranty,
except as otherwise expressly provided in this Lease, with respect to the
Premises or the Building, including without limitation, any representation or
warranty with respect to the suitability or fitness of the Premises or the
Building for the conduct of Tenant's business.

4.       BASIC RENT

         The basic annual rent payable to Landlord ("BASIC RENT") shall be as
set forth in this Article 4.

4.1      INITIAL BASIC RENT. For the period beginning on the date which is the
earlier of (a) Forty-five (45) days after Landlord completes construction of the
Building or (b) the date upon which Tenant opens for business in the Premises,
Tenant shall pay Landlord an initial Basic Rent for the Premises of Eight
Hundred Seventy-Three Thousand Eight Hundred Ninety-Four Dollars ($859,740.00)
per annum. Such initial Basic Rent shall be payable in equal monthly
installments of Seventy-two Thousand Eight Hundred Twenty-Four Dollars and Fifty
Cents ($72,824.50). Rent shall be further adjusted as provided for in Section
4.2 of this Lease. Each installment of rent shall be payable in advance, without
set off or demand, on the first day of each calendar month beginning on the
Commencement Date and continuing until Basic Rent is adjusted



pursuant to Section 4.2, except that one month's rent shall be paid upon the
execution hereof and shall be applied by Landlord (without interest) to the
first payment(s) of Basic Rent due under this Section 4.1.

4.2      BASIC RENT INCREASES.

4.3      a. The Basic Rent shall be increased on each annual anniversary of the
Commencement Date (each an "ADJUSTMENT DATE"). Basic Rent hereunder shall be
increased by four percent (4%) per annum of the Basic Rent payable during the
immediately preceding calendar year. Landlord shall notify Tenant of each
increase by delivering a written statement setting forth the Indices, and the
new amount of the Basic Rent. Tenant shall pay the new Basic Rent from its
effective date until the next periodic increase.

4.4      PARTIAL MONTHS. If the Term begins on a day other than the first day of
a calendar month, or ends on a day other than the last day of a calendar month,
Basic Rent for such beginning or ending month shall be prorated based upon the
number of days in such month occurring during, or before or after, the Term.

4.5      NO OFFSET. Basic Rent, together with all other sums due hereunder
(herein called "ADDITIONAL RENT"), shall be paid to the Landlord without
deduction or offset of any kind, and in advance and without demand (except as
otherwise herein expressly provided) in lawful money of the United States at
Landlord's address listed above or such other location or to such other person
as Landlord may from time to time designate in writing. The Basic Rent and
Additional Rent may sometimes be referred to herein collectively as the "RENT."

4.6      SECURITY DEPOSIT. Tenant has paid or will pay Landlord the amount of
Seventy-Two Thousand Eight Hundred Twenty-Four Dollars and Fifty Cents
($72,824.50) as security for the full and faithful performance of each of the
terms hereof by Tenant. Landlord shall not be required to keep this security
deposit separate from its general funds and Tenant shall not be entitled to
interest thereon. If Tenant defaults with respect to any provision of this
Lease, including but not limited to the provisions relating to the payment of
rent, Landlord may, but shall not be required to, use, apply or retain all or
any part of this security deposit for the payment of any rent or any other sum
in default, or for the payment-of any other amount which Landlord may spend or
become obligated to spend by reason of Tenant's default or to compensate
Landlord for any other loss or damage which Landlord may suffer by reason of
Tenant's default, including without limitation, costs and attorneys' fees
incurred by Landlord to recover possession of the Premises upon a default by
Tenant hereunder. If any portion of said deposit is so used or applied, Tenant
shall, upon demand therefore, deposit cash with Landlord in an amount sufficient
to restore the security deposit to its original amount and Tenant's failure to
do so shall constitute a default hereunder by Tenant. If Tenant shall fully and
faithfully perform every provision of this Lease to be performed by it, the
security deposit or any balance thereof shall be returned to Tenant (or, at
Landlord's option, to the last assignee of Tenant's interest hereunder) within
thirty (30) days following the later of expiration of the Term and surrender of
possession of the Premises to Landlord.

5.       ADDITIONAL RENT.

5.1      PAYMENT OF EXPENSES AND REAL ESTATE TAXES. Tenant shall pay to
Landlord, as Additional Rent, an amount equal to total annual Operating
Expenses, as defined below, and an amount equal to annual Real Estate Taxes, as
defined below. Such amount shall be



paid in advance in monthly installments on the same dates as Basic Rent is due
and payable hereunder based on Landlord's notice delivered to Tenant from time
to time setting forth Landlord's good faith estimate of the Operating Expenses
and Real Estate Taxes for the current calendar year. Landlord shall have the
right to adjust such amount to reflect any changes in Landlord's estimate of
Operating Expenses.

5.2      OPERATING EXPENSES.

a.       "OPERATING EXPENSES" shall mean the total of all actual costs incurred
by Landlord in connection with the management, operation, maintenance and repair
of the Building (including all costs of insuring the Building), including,
without limitation, taxes, insurance, parking lot maintenance, landscaping, all
utility expenses not separately metered, labor compensation insurance, payroll
taxes, materials, supplies, and all other costs of operating and repairing,
lighting, cleaning, sweeping, painting, striping, removing of rubbish or debris,
policing and inspecting, depreciation on or rentals of machinery and equipment,
the amortized costs to repair, maintain or install capital improvements, costs
of repairs, maintenance, or replacement of paving, curbs, walkways, remarking,
directional or other signs, landscaping, drainage, lighting facilities, repair
and maintenance of Common Areas and parking areas, costs and expenses of
planting, replanting and replacing flowers, shrubbery and other landscaping,
fees for required licenses and permits, costs of compliance with any
governmental rules, regulations, laws or ordinances, the cost of maintaining the
sprinkler system, sign maintenance, and roof and building maintenance,
(specifically excluding Tenant's maintenance responsibilities under this Lease),
the costs of premiums for insurance policies to be maintained by Landlord and
any deductibles attributable thereto under Section 11 hereof, and an
administrative fee equal to four percent (4%) of the basic rent amount. For
purposes of computing rent adjustments pursuant to this Article 5, Operating
Expenses for the Building shall be allocated and charged to Tenant in accordance
with generally accepted accounting and management practices and expressed as an
amount per square foot of Rentable Area. Operating Expenses shall include all
Real Property Taxes, as defined below.

b.       "REAL ESTATE TAXES" shall mean all taxes, assessments (special or
otherwise) and charges levied upon or with respect to the Building and ad
valorem taxes on personal property used in connection therewith, together with
any real property taxes which may be assessed against the Building. In addition,
Real Estate Taxes shall include but not be limited to (i) all personal property
taxes on personal property used in connection with the Building and related
structures, (ii) any and all taxes, assessments, license fees, and public
charges levied, assessed, or imposed and which become payable during the Term
hereof on all leasehold improvements, (iii) any and all environmental levies or
charges now in force affecting the Building or any portion thereof or which may
hereafter become effective, and (iv) any other taxes levied or assessed in
addition to, as a replacement, alteration, or substitute for, or in lieu of such
real or personal property taxes.

c.       Any costs or expenses for services or utilities, not otherwise included
in Operating Expenses, and which are attributable directly to Tenant's use or
occupancy of the Premises shall be paid in full by Tenant as Additional Rent
when such costs are incurred or, if Landlord makes such payments, within five
(5) days after being billed therefor by Landlord.



5.3      ADDITIONAL RENTAL AMOUNT.

a.       Tenant shall pay One hundred percent (100%) of Operating Expenses and
Real Estate Taxes, as defined above, since Tenant's Premises consists of One
Hundred percent (100%) of the Building.

b.       Landlord shall provide to Tenant an annual statement reflecting all of
the Building's Operating Expenses.

         c.       The parties agree this Lease is a net net net lease.

         d.       Additional Rent payments shall commence at the same time as
the Basic Rent payments, that is, on the date which is the earlier of (a)
Forty-five (45) days after the completion of the Building or (b) the date upon
which Tenant opens for business in the Premises. Any adjustments to Additional
Rent charges shall be made on an annual basis from the date Additional Rent
payments commenced.

6.       PARKING FACILITIES.

         Tenant shall be entitled to the non-exclusive use of the parking lot.
Tenant shall comply with all rules and regulations which Landlord may adopt from
time to time for the operation and use of such parking facilities.

7.       UTILITIES.

7.1      UTILITY CHARGES. Tenant shall be solely responsible for and promptly
pay all charges for telephone, electric, gas, or any other utility used or
consumed in the Premises, including water and sewer, but specifically excluding
trash which shall be included as a part of Operating Expenses, and Tenant shall
further be responsible for any utility connection charges, or system development
charges, from any and all utility companies or districts. If these charges are
billed to the Landlord, then Tenant shall make payment in the full amount billed
to Landlord within five (5) days after written demand from Landlord.

7.2      MAINTENANCE. Tenant shall be responsible for the normal maintenance and
upkeep of the heating, ventilation and air conditioning systems serving the
Premises and for all other utility installations within the Premises (including
without limitation, regular replacement of HVAC filters) and shall be
responsible for the repair of any such system.

8.       ALTERATIONS.

8.1      RESTRICTION ON ALTERATIONS. Tenant may make no alteration, repairs,
additions or improvements in, to or about the Premises (collectively, "TENANT
ALTERATIONS"), without the prior written consent of Landlord, which consent
shall not be unreasonably withheld, and Landlord may impose as a condition to
such consent such requirements as Landlord, in its sole discretion, may deem
necessary or desirable, including without limitation, (a) the right to approve
the plans and specifications for any work, (b) the right to require insurance
satisfactory to Landlord, (c) the right to require security for the full payment
for and diligent and faithful performance of any work, (d) requirements as to
the manner in which or the time or times at which work may be performed and (e)
the right to approve the contractor or contractors to perform Tenant
Alterations. All Tenant Alterations shall be compatible with the Building and
completed in accordance with


Landlord's requirements and all applicable rules, regulations and requirements
of governmental authorities and insurance carriers. Tenant shall pay to Landlord
Landlord's reasonable charges for reviewing and inspecting all Tenant
Alterations, which amount shall not exceed Two Hundred Fifty Dollars ($250.00)
per Tenant Alteration, to assure full compliance with all of Landlord's
requirements. Landlord does not expressly or implicitly covenant or warrant that
any plans or specifications submitted by Tenant are safe or that the same comply
with any applicable laws, ordinances, codes, rules or regulations. Further,
Tenant shall indemnify, protect, defend and hold Landlord, and Landlord's
managing agent, if any, harmless from any loss, cost or expense, including
attorneys' fees and costs, based upon or growing out of any alterations or
construction undertaken by Tenant or incurred by Landlord as a result of any
defects in design, materials or workmanship resulting from Tenant Alterations,
except to the extent such defects are caused by Landlord, its agents, servants
or employees. If requested by Landlord, Tenant shall provide Landlord with
copies of all contracts receipts, paid vouchers, and any other documentation in
connection with the construction of such Tenant Alterations. Tenant shall
promptly pay all costs incurred in connection with all Tenant Alterations and
shall not permit me filing of any mechanic's lien or other lien in connection
with any Tenant Alterations. If a mechanic's lien or other lien is filed against
the Building Tenant shall discharge or cause to be discharged (by bond or
otherwise) such lien within ten (10) days after Tenant receives notice of the
filing thereof and shall not allow any such lien to be foreclosed upon. If a
mechanic's lien or other lien is filed against the Building and Tenant fails to
timely discharge such lien, Landlord may, without waiving its rights and
remedies based on such breach of Tenant and without releasing Tenant from any of
its obligations, cause such liens to be released by any means it shall deem
proper, including payment in satisfaction of the claim giving rise to such lien.
Tenant shall pay to Landlord within thirty (30) days following notice by
Landlord, any sum paid by Landlord to remove such liens, together with interest
at Landlord's cost of money from the date of such payment by Landlord. Any
increase in any tax, assessment or charge levied or assessed as a result of any
Tenant Alterations shall be payable by Tenant in accordance with Article 10
hereof. Tenant shall be responsible for paying the general contractor's overhead
and fee in connection with the work performed pursuant to this Article 8.

8.2      REMOVAL AND SURRENDER OF FIXTURES AND TENANT ALTERATIONS. All Tenant
Alterations and Tenant Work installed in the Premises pursuant to Landlord's
Work Letter, which are attached to, or built into, the Premises, including
without limitation, floor coverings, draperies, wall coverings, paneling,
molding, doors, vaults (excluding vault doors), plumbing systems, electrical
systems, mechanical systems, lighting systems, sound equipment, communication
systems and outlets for the systems mentioned above and for all telephone,
radio, telegraph and television purposes, and any special flooring or ceiling
installations, shall become the property of Landlord and shall be surrendered
with the Premises, as a part thereof, at the end of the Term. Any articles of
personal property including business and trade fixtures not attached to, or
built into, the Premises, machinery and equipment, free-standing cabinet work,
and movable partitions, which were installed by Tenant in the Premises at
Tenant's sole expense and which were not installed in connection with a credit
or allowance granted by Landlord or in replacement for an item which Tenant
would not have been entitled to remove, shall be and remain the property of
Tenant and may be removed by Tenant at any time during the Term as long as
Tenant is not in default hereunder and provided that Tenant repairs any damage
to the Premises or the Building caused by such removal. With respect to Tenant
Work installed in the Premises pursuant to Landlord's Work Letter, Landlord and
Tenant



shall each own undivided interests in such Tenant Work to the extent, in the
case of Landlord, of the Allowance (as defined in Landlord's Work Letter) paid
to or on behalf of Tenant, and, in the case of Tenant, the portion of the cost
of such Tenant Work paid for by Tenant. For purposes of the insurance
requirements of Section 11.2(b), Tenant shall be deemed to have an insurable
interest in all of the Tenant Work and Tenant Alterations in the Premises, as
between Landlord and Tenant, but the same shall be surrendered with the Premises
on termination of this Lease, as set forth above.

9.       MAINTENANCE AND REPAIRS.

9.1      TENANT'S OBLIGATIONS. Except for Landlord's obligations specifically
set forth in this Lease, Tenant shall, at Tenant's sole expense, keep the
Premises and every part thereof clean and in good condition and repair and
Landlord shall have no obligation to alter, remodel, improve, repair, decorate
or paint the Premises or any part thereof. Subject to the provisions of Section
11.4 and Article 12 below, Tenant shall reimburse Landlord for all repairs to
the Building which are required as a result of any misuse or neglect of the same
by Tenant or any of its officers, agents, employees, contractors, licensees or
invitees while in or about the Building. Notwithstanding the foregoing, if
Tenant fails to diligently complete any repairs for which Tenant is responsible
under this Lease within thirty (30) days after notice from the Landlord,
Landlord may, at Landlord's sole discretion, complete such repairs and Tenant
shall promptly reimburse Landlord for any and all costs associated therewith.

9.2      LANDLORD'S OBLIGATIONS. Subject to Article 12 of this Lease, Landlord
shall repair and maintain with reasonable diligence after written notice thereof
from Tenant, defects in, and damage to, the Building's roof and structural
systems installed by Landlord and serving or located on the Premises. If such
maintenance and repair is required in part or in whole by the act, neglect,
misuse, fault or omission of any duty of Tenant, its agents, employees,
contractors, licensees or invitees, Tenant shall pay to Landlord the cost of
such maintenance and repairs. Except as provided in Article 12 hereof, there
shall be no abatement of rent with respect to, and Landlord shall not be liable
for and Tenant shall hold Landlord harmless from, any injury to or interference
with Tenant's business arising from any repairs, maintenance, alteration or
improvement in or to any portion of the Building or in or to the fixtures (and
any items in connection therewith), appurtenances and equipment therein. As a
material inducement to Landlord entering into this Lease, except as otherwise
provided by Nevada law, Tenant waives and releases its right to make repairs at
Landlord's expense.

10.      TAX ON TENANT'S PERSONAL PROPERTY.

10.1     PERSONAL PROPERTY TAXES. At least ten (10) days prior to delinquency,
Tenant shall pay all taxes levied or assessed upon Tenant's equipment,
furniture, fixtures and other personal property located in or about the
Premises. If the assessed value of Landlord's property is increased by the
inclusion therein of a value placed upon Tenant's equipment, furniture, fixtures
or other personal property, Tenant shall pay Landlord, upon written demand, the
taxes so levied against Landlord, or the proportion thereof resulting from said
increase in assessment.

10.2     EXCLUSION FROM REAL PROPERTY TAXES. The portion of taxes payable by
Tenant pursuant to Section 10.1 hereof shall be excluded from Real Property
Taxes for purposes of rent adjustments described in Article 5 of this Lease.

11.      INSURANCE: WAIVER OF SUBROGATION.

11.1     LIABILITY INSURANCE. Tenant shall at all times during the Term and at
its own cost and expense procure and continue workers' compensation insurance
and bodily injury liability



and property damage liability insurance adequate to protect Landlord against
liability for injury to or death of any person or damage to property in
connection with the use, operation or condition of the Premises. The limits of
liability under the workers' compensation insurance policy shall be at least
equal to the statutory requirements therefor and the limits of liability under
the Employer's Liability Insurance policy carried by Tenant shall be at least
One Million Dollars ($1,000,000). The general liability insurance for
non-employees and for damage to property at all times shall be in an amount of
not less than Two Million Dollars ($2,000,000), Combined Single Limit, for
injuries to persons and property damage. Not more frequently than once every
year, if, in the opinion of Landlord's lender or of the insurance broker
retained by Landlord, the amount of public liability and property damage
insurance coverage at that time is not adequate, Tenant shall increase the
insurance coverage as required by either Landlord's lender or Landlord's
insurance broker.

11.2     PROPERTY INSURANCE.

a.       BUILDING, IMPROVEMENTS AND RENTAL VALUE. Landlord shall obtain and keep
in force during the Term of this Lease a policy or policies of insurance
covering loss or damage to the Building improvements but not Tenant's personal
property, fixtures, equipment or Tenant Alterations in an amount Landlord or
Landlord's lender deems to be appropriate. In addition, Landlord shall obtain
and keep in force, during the Term of this Lease, a policy of rental value
insurance covering a period of one year, with loss payable to Landlord, which
insurance shall also cover all Operating Expenses for said period. In the event
that the Premises shall suffer an insured loss, the deductible amounts under the
casualty insurance policies relating to the Premises shall be paid by Tenant.
All costs incurred or paid by Landlord pursuant to this Section 11.2(a) shall be
paid by Tenant as part of Operating Expenses as defined in Section 5.2 above.

b.       TENANT'S PROPERTY INSURANCE. Tenant, at its sole cost and expense,
shall at all times during the Term maintain in effect policies of insurance
covering (i) all leasehold improvements (including any Tenant Alterations as may
be made by Tenant pursuant to the provisions of Article 8 hereof), trade
fixtures, merchandise and other personal property from time to time in, on or
upon the Premises, in an amount not less than one hundred percent (100%) of
their actual replacement cost from time to time during the Term of this Lease,
providing protection against any peril included within the classification "Fire
and Extended Coverage," together with insurance against sprinkler damage (if
applicable), vandalism and malicious mischief and water damage caused by
plumbing leakage or failure and (ii) all plate glass in the Premises. The
proceeds of such insurance, so long as this Lease remains in effect, shall be
used for the repair or replacement of the property so insured. Upon termination
of this Lease due to any casualty, the proceeds of insurance shall be paid to
Landlord and Tenant, as their interests appear in the insured property. The full
replacement value of the items to be insured under this Section 11.2 shall be
determined by the company issuing the insurance policy at the time the policy is
initially obtained, and shall be increased as reasonably requested by Landlord
from time to time.

11.3     POLICY REQUIREMENTS. All insurance required to be carried by Tenant
hereunder shall be issued by responsible insurance companies, qualified to do
business in the State of Nevada and reasonably acceptable to Landlord. Insurance
companies rated A-9 or better by Best's Insurance Reports shall be deemed
acceptable. Each policy shall have a deductible or deductibles, if any, which
are no greater than those maintained by similarly situated tenants and



which are reasonably acceptable to Landlord, Each policy shall name Landlord and
Landlord's lender as additional insureds, as their interests may appear, and
copies of all policies together with certificates evidencing the existence and
amounts of such insurance, shall be delivered to Landlord by Tenant at least
thirty (30) days prior to Tenant's occupancy of any portion of the Premises. No
such policy shall be cancelable except after thirty (30) days written notice to
Landlord. Tenant shall, at least thirty (30) days prior to the expiration of any
such policy, furnish Landlord with renewals or "binders" thereof, or Landlord
may order such insurance and charge the cost thereof to Tenant, which amount
shall be paid by Tenant upon demand. Any policy may be carried under so-called
"blanket coverage" form of insurance policies, provided any such blanket policy
specifically provides that the amount of insurance coverage required hereunder
shall in no way be prejudiced by other losses covered by the policy. Neither the
issuance of any such insurance policy nor the minimum limits specified in this
Section 11.3 shall be deemed to limit or restrict in any way Tenant's liability
arising under or out of this Lease.

11.4     WAIVER OF SUBROGATION. To the extent such waivers are obtainable from
insurance carriers, Landlord and Tenant waive their respective right of recovery
against the other for any direct or consequential damage to the property of the
other including its interest in the Premises or the Building by fire or other
casualty to the extent such damage is insured against under a policy or policies
of insurance. Each such insurance policy carried by either Landlord or Tenant
shall include such a waiver of the insurer's rights of subrogation. Such waiver
shall in no way be construed or interpreted to limit or restrict any indemnity
or other waiver made by Tenant under the terms of this Lease.

11.5     BUSINESS OVERHEAD INSURANCE. Tenant shall at all times during the Term
of this Lease and at its own cost and expense procure and continue business
overhead insurance in an amount equal to at least Basic Rent and Tenant's share
of Operating Expenses and Real Estate Taxes for twelve (12) months. Not more
frequently than once every year, Tenant shall increase the amount of such
business overhead insurance to reflect any increases in Basic Rent and Operating
Expenses and Real Estate Taxes as required by Landlord. Tenant agrees that the
proceeds of such insurance shall be paid to Landlord by Tenant such that in the
event of Tenant's disability Landlord will receive monthly payments of Basic
Rent and Operating Expenses without delay from Tenant.

12.      FIRE OR CASUALTY.

12.1     DAMAGE TO PREMISES. In the event the Premises are damaged by fire or
other casualty, Landlord shall repair such damage with reasonable diligence and
in a manner consistent with the provisions of any Underlying Mortgage, as
hereinafter defined. Tenant shall promptly pay to Landlord all insurance
proceeds received by Tenant as a result of such damage so that Landlord can use
such proceeds in the repair of such damage. If the Premises are damaged by fire
or other casualty so that the repair of the Premises cannot, in Landlord's
reasonable opinion, be completed within sixty (60) days after notice to Landlord
of the occurrence of the damage, Landlord shall have the option, to be exercised
by written notice to Tenant within thirty (30) days after Landlord receives
notice of the occurrence of the damage, either (i) to make such repairs within a
reasonable time, in which event mis Lease shall continue in full force and
effect or (ii) to terminate this Lease as of a date not less than thirty (30)
days or more than sixty (60) days after Landlord's notice to Tenant.

12.2     DAMAGE TO BUILDING. If the Building is totally destroyed or is so
extensively damaged that the repair thereof cannot, in Landlord's reasonable
opinion, be completed within one



hundred (100) days after the occurrence of the damage or destruction, or if
substantial alteration or reconstruction of the Building is required, in
Landlord's reasonable opinion, as a result of the damage, then Landlord shall
have the option, to be exercised by written notice to Tenant within thirty (30)
days after the occurrence of the damage or destruction, either (a) to terminate
this Lease as of the date not less than thirty (30) days or more than sixty (60)
days after Landlord's notice to Tenant, or (b) to repair and rebuild the
Building within a reasonable time, in which event this Lease shall continue in
full force and effect.

12.3     ABATEMENT; TERMINATION. In the event any part of the Premises, as a
result of damage by fire or other casualty, is rendered untenantable, for the
conduct of Tenant's business, rent shall be reduced and abated in proportion to
the part of the Premises which is so rendered untenantable until the damaged
portion of the Premises have been made tenantable for the conduct of Tenant's
business or until this Lease expires or terminates, whichever occurs first;
provided that, (a) there shall be no abatement of rent with respect to any
portion of the Premises which is rendered unusable for a period of five (5) days
or less, (b) there shall be no abatement of rent if Landlord provides other
space in the Building to Tenant which is reasonably suited for the temporary
conduct of Tenant's business,(c) there shall be no abatement of rent whatsoever
with respect to any damage caused in whole or in part by the negligence or
willful act of Tenant, its agents, employees, contractors, licensees or
invitees. In the event Landlord terminates this Lease pursuant to the terms of
Sections 12.1 and 12.2, this Lease and the estate and interest of the Tenant in
the Premises shall terminate and expire on the date specified in Landlord's
notice of termination and the rent payable hereunder shall be pro rated as of
such date, subject to rent abatement, if any, to the extent provided above.

12.4     LIMITATIONS. Subject to Section 11.4 hereof, nothing contained in this
Article 12 shall relieve, discharge or any way affect Tenant's liability to
Landlord in connection with any damage or destruction to the Premises or the
Building arising out of the negligent or willful acts or omissions of Tenant,
its agents, employees, contractors, licensees and invitees. Landlord shall not
be liable for any loss of business, inconvenience or annoyance arising from any
repair or restoration of any portion of the Premises or the Building as a result
of any damage from fire or other casualty. Furthermore, in the event of such
damage from fire or other casualty, Landlord shall have no obligation to repair
any equipment, furniture, fixtures, paneling, ceilings, carpets or other floor
coverings, partitions, drapes or any personal property (collectively, "Personal
Property") installed in or about the Premises by Landlord or Tenant unless
Landlord has received insurance proceeds which insurance proceeds are
specifically designated as payment for Personal Property.

13.      EMINENT DOMAIN.

13.1     TAKING. In case the whole of the Premises, or such part thereof as
shall substantially interfere with Tenant's use and occupancy thereof, shall be
taken by any lawful power or authority by exercise of the right of eminent
domain, or sold to prevent such taking, within sixty (60) days of receipt of
notice of such taking, either Tenant or Landlord may terminate this Lease
effective as of the date possession is required to be surrendered to said
authority. If such portion of the Building is so taken or sold so as to require,
in the opinion of Landlord, a substantial alteration or reconstruction of the
remaining portions thereof, or which renders the Building economically unviable
for its use as presently intended, this Lease may be terminated by Landlord, as
of the date of the vesting of title under such taking or sale, by written notice
to Tenant within sixty (60) days



following notice to Landlord of the date on which said vesting will occur.
Except as provided herein, Tenant shall not because of such taking assert any
claim against Landlord or the taking authority for any compensation because of
such taking, and Landlord shall be entitled to receive the entire amount of any
award without deduction for any estate or interest of Tenant. In the event the
amount of property or the type of estate taken shall not substantially interfere
with Tenant's use of the Premises, Landlord shall be entitled to the entire
amount of the award without deduction for any estate or interest of Tenant. In
such event, Landlord shall promptly proceed to restore the Premises to
substantially their condition prior to such partial taking, and the rent shall
be abated in proportion to the time during which, and to the part of the
Premises of which, Tenant shall be so deprived on account of such taking and
restoration. Nothing contained in this Article 13 shall be deemed to give
Landlord any interest in, or prevent Tenant from seeking any award against the
taking authority for, the taking of personal property and fixtures belonging to
Tenant or for relocation or business interruption expenses recoverable from the
taking authority.

13.2     TEMPORARY TAKING. If all or any portion of the Premises are condemned
or otherwise taken for public or quasi-public use for a limited period of time,
this Lease shall remain in full force and effect and Tenant shall continue to
perform all of the terms, conditions and covenants of this Lease, including
without limitation, the payment of Basic Rent and all other amounts required
hereunder. Tenant shall be entitled to receive the entire award made in
connection with any other temporary condemnation or other taking attributable to
any period within the Term. Landlord shall be entitled to the entire award for
any such temporary condemnation or other taking which relates to a period after
the expiration of the Term or which is allocable to the cost of restoration of
the Premises. If any such temporary condemnation or other taking terminates
prior to the expiration of the Term, Tenant shall restore the Premises as nearly
as possible to the condition prior to the condemnation or other taking, at
Tenant's sole cost and expense; provided that, Tenant shall receive the portion
of the award attributable to such restoration.

14.      ASSIGNMENT AND SUBLETTING.

14.1     GENERAL PROHIBITION. Tenant acknowledges that the economic concessions
and rental rates set forth in this Lease were negotiated by Landlord and Tenant
in consideration of, and would not have been granted by Landlord but for, the
specific nature of the leasehold interest granted to Tenant hereunder, as such
interest is limited and defined by various provisions throughout this Lease,
including, but not limited to, the provisions of this Article 14 which define
and limit the transferability of such leasehold interest. Tenant further
acknowledges and agrees that the leasehold estate granted to Tenant hereunder is
not a transferable interest in property, and Landlord hereby reserves the right
to receive any increased rental value of the Premises during the Term as the
same may be realized by any transfer of said estate, except to the extent Tenant
is specifically granted the right to transfer all or part of its leasehold and
to retain all or part of the increased rental value thereof pursuant to the
provisions of this Article 14. Tenant shall not directly or indirectly,
voluntarily or involuntarily assign, mortgage or otherwise encumber all or any
portion of its interest in this Lease or in the Premises (collectively,
"ASSIGNMENT") or permit the Premises to be occupied by anyone other than Tenant
or Tenant's employees or sublet the Premises (collectively, "SUBLEASE") or any
portion thereof without obtaining the prior written consent of Landlord, which
consent shall not be unreasonably withheld subject to the provisions of Section
14.2 hereunder and any such attempted assignment, subletting, mortgage or other
encumbrance without such consent shall be null and void and of no effect.
Notwithstanding the foregoing, if



Tenant is or has been at any time in default under any of the terms of this
Lease, Tenant may not assign, transfer or sublet the Premises in whole or in
part.

14.2     NOTICE OF INTENT TO ASSIGN OR SUBLET. If Tenant desires at any time to
enter into an Assignment or to Sublease the Premises or any portion thereof, it
shall first notify Landlord of its desire to do so and shall submit in writing
to Landlord (i) the name of the proposed assignee, subtenant, transferee or
occupant ("TRANSFEREE"); (ii) the nature of the proposed Transferee's business
to be carried on in the Premises; (iii) the terms and provisions of the proposed
Sublease or Assignment; and (iv) such financial information as Landlord may
reasonably request concerning the proposed Transferee (collectively, the
"TRANSFER NOTICE"). In the event the assignee or sublessee is not engaged in the
Use or does not have equal or greater financial net worth than Tenant, Landlord
shall have the right to reject the Sublease or Assignment which rejection shall
be deemed reasonable.

14.3     NO RELEASE OF TENANT'S OBLIGATIONS. No Assignment or Sublease shall
relieve Tenant of its obligation to pay the rent and to perform all of the other
obligations to be performed by Tenant hereunder. The acceptance of rent by
Landlord from any other person shall not be deemed to be a waiver by Landlord of
any provision of this Lease or to be a consent to any Assignment or Sublease.
Consent to one Sublease or Assignment shall not be deemed to constitute consent
to any subsequent Sublease or Assignment.

14.4     TRANSFER IS ASSIGNMENT. If Tenant is a corporation or is an
unincorporated association or partnership, the issuance of any additional stock
and/or the sale, transfer, assignment or hypothecation of any stock or interest
in such corporation, association or partnership in the aggregate in excess of
twenty-five percent (25%) shall be deemed an Assignment hereunder. Tenant agrees
to promptly pay as Additional Rent Landlord's reasonable costs and attorneys'
fees, not to exceed One Thousand Dollars ($1,000.00) per occurrence, incurred
in connection with the processing and documentation of any requested Assignment
or Sublease.

14.5     ASSUMPTION OF OBLIGATIONS. Each Transferee, other than Landlord, shall
assume, as provided in this Section 14.5, all obligations of Tenant under this
Lease and shall be and remain liable jointly and severally with Tenant for the
payment of the rent, and for the performance of all of the terms, covenants,
conditions and agreements herein contained on Tenant's part to be performed for
the Term of this Lease; provided, however, that the Transferee shall be liable
to Landlord for rent only in the amount set forth in the Assignment or Sublease.
No Assignment shall be binding on Landlord unless the Transferee or Tenant shall
deliver to Landlord a counterpart of the Assignment and an instrument in
recordable form which contains a covenant of assumption by the Transferee
satisfactory in substance and form to Landlord consistent with the requirements
of this Section 14.5, but the failure or refusal of the Transferee to execute
such instrument of assumption shall not release or discharge the Transferee from
its liability as set forth above.

15.      LANDLORD'S RESERVED RIGHTS.

15.1     RIGHT OF ENTRY. Landlord and its agents and representatives shall have
the right, at all reasonable times, upon twenty-four (24) hours notice except in
the case of an emergency, in which event notice shall be waived, to enter the
Premises for purposes of inspection, to post notices of non-responsibility, to
protect the interest of Landlord in the Premises, to supply janitorial service
and any other services to be provided by Landlord hereunder, to perform all
required or permitted work therein, including the erection of scaffolding, props
and other mechanical devices for the purpose of making alterations, repairs or
additions to the Premises or the



Building which are provided for in this Lease or required by law. Landlord and
its agents and representatives shall also have the right during business hours
to show the Premises to prospective tenants (during the last six (6) months of
this Lease), lessors of superior leases, mortgagees, prospective mortgagees or
prospective purchasers of the Building. No such entry shall be construed under
any circumstances as a forcible or unlawful entry into, or a detainer of, the
Premises, or an eviction of Tenant, and Tenant hereby waives any claim against
Landlord or its agents or representatives for damages for any injury or
inconvenience to or interference with, Tenant's business or quiet enjoyment of
the Premises.

15.2     BUILDING AND COMMON AREAS. Provided Landlord does not unreasonably,
obstruct or interfere with Tenant's use, Landlord may: (a) install, repair,
replace or relocate pipes, ducts, conduits, wires and appurtenant meters and
equipment for service to other parts of the Building above the ceiling surfaces,
below the floor surfaces, within the walls and in the central core areas of the
Premises or the rest of the Building; (b) repair, renovate, alter, expand or
improve the Building; (c) make changes to the common areas, including, without
limitation, changes in the location, size, shape and number of street entrances,
driveways, ramps, entrances, exits, parking spaces, parking areas, loading and
unloading areas, halls, passages, stairways and other means of ingress and
egress, direction of traffic, landscaped areas and walkways; (d) close
temporarily any of the common areas for maintenance purposes as long as
reasonable access to the Premises remains available; (e) designate other land
outside the boundaries of the Building to be a part of the common areas; (f) add
additional buildings and improvements to the common areas; (g) use the common
areas while engaged in making additional improvements, repairs or alterations to
the Building, or any portion thereof; and (h) do and perform such other acts and
make such other changes in, to or with respect to the common areas and Building
as Landlord may deem appropriate all at Landlord's expense which shall be passed
through to Tenant as an Operating Expense, except for capital expenditures for
additional buildings allowed in (f) which shall remain the sole responsibility
of Landlord.

15.3     NAME. Landlord may adopt any name for the Building and Landlord
reserves the right to change the name and/or the address of the Building or any
part thereof at any time.

16.      INDEMNIFICATION AND LIMITATION ON LIABILITY.

16.1     INDEMNITY BY TENANT. Tenant shall indemnify, protect, defend and hold
harmless, Landlord; its officers, directors, partners, agents and employees, and
any affiliate of Landlord, including without limitation, any corporations or any
other entities controlling, controlled by or under common control with Landlord,
from and against any and all claims, suits, demands, liability, damages and
expenses, including attorneys' fees and costs, arising from or in connection
with Tenant's use or alteration of the Premises or the conduct of its business
or from any activity performed or permitted by Tenant in or about the Premises
or the Building during the Term or prior to the Commencement Date if Tenant has
been provided access to the Premises or the Building for any purpose, or arising
from any breach or default in the performance of any obligation on Tenant's part
to be performed under the terms of this Lease, or arising from Tenant's use of
the Building Services in excess of their capacity or arising from any other act,
neglect, fault or omission of Tenant or any of its officers, agents, directors,
contractors, employees, licensees or invitees. As a material part of the
consideration to the Landlord for entering into this Lease, Tenant hereby
assumes all risk of and releases, discharges and holds harmless Landlord from
and against any and



all liability to Tenant for damage to property or injury to persons in, upon or
about the Premises from any cause whatsoever except that which is caused by the
gross negligence of Landlord.

16.2     LIMITATION ON LANDLORD'S LIABILITY. In no event shall Landlord be
liable to Tenant for any injury to any person in or about the Premises or damage
to the Premises or for any loss, damage or injury to any property of Tenant
therein or by any malfunction of any utility or other equipment, installation or
system, or by the rupture, leakage or overflow of any plumbing or other pipes,
including without limitation, water, steam and refrigeration lines, sprinklers,
tanks, drains, drinking fountains or similar cause in, about or upon the
Premises or the Building unless such loss, damage or injury is caused by the
gross negligence of Landlord. None of the shareholders, officers, employees,
agents, partners or affiliates of Landlord shall be responsible for any of the
liabilities, obligations or agreements of Landlord under this Lease.

17.      SALE BY LANDLORD.

         In the event of any sale or other transfer of Landlord's interest in
the Building, other than a transfer for security purposes only, Landlord shall
be automatically relieved of any and all obligations and liabilities on the part
of Landlord accruing from and after the date of such transfer.

18.      SUBORDINATION.

18.1     SUBORDINATION. This Lease is subject and subordinate to all mortgages,
trust deeds, ground leases, or other encumbrances (the "UNDERLYING MORTGAGES")
which may now or hereafter be executed affecting the Building and to all
renewals, modifications, consolidations, replacements and extensions of any such
Underlying Mortgages. This clause shall be self-operative and no further
instrument of subordination need be required by any mortgagee, ground lessor or
beneficiary, affecting any Underlying Mortgage in order to make such
subordination effective. Tenant, however, shall execute promptly any certificate
or document that Landlord may request to effectuate, evidence or confirm such
subordination, and failure to do so shall be a material breach of this Lease.

18.2     ATTORNMENT. If Landlord's interest in the Building is sold or conveyed
upon the exercise of any remedy provided for in any Underlying Mortgage, or
otherwise by operation of law: (a) this Lease will not be affected in any way,
and Tenant will attorn to and recognize the new owner as Tenant's Landlord under
this Lease, and Tenant will confirm such attornment in writing within ten (10)
days after request (Tenant's failure to do so will constitute a material breach
of this Lease); and (b) the new owner shall not be (i) liable for any act or
omission of Landlord under this Lease occurring prior to such sale or
conveyance, (ii) subject to any offset, abatement or reduction of rent because
of any default of Landlord under this Lease occurring prior to such sale or
conveyance, and (iii) liable for the return of any security deposit paid by
Tenant except to the extent that the security deposit has actually been paid to
such person or entity.

18.3     NOTICE FROM TENANT. Tenant shall give written notice to the holder of
any Underlying Mortgage whose name and address have been previously furnished to
Tenant of any act or omission by Landlord which Tenant asserts as giving Tenant
the right to terminate this Lease or to claim a partial or total eviction or any
other right or remedy under this Lease or provided by law. Tenant further agrees
that if Landlord shall have failed to cure any default within the time period
provided for in this Lease, then the holder of any Underlying Mortgage shall
have an additional sixty (60) days within which to cure such default or if such
default cannot be cured within that time, then such additional time as may be
necessary if within such sixty (60) days such holder has



commenced and is diligently pursuing the remedies necessary to cure such default
(including, but not limited to commencement of foreclosure proceedings, if
necessary to effect such cure), in which event this Lease shall not be
terminated while such remedies are being so diligently pursued.

         ESTOPPEL CERTIFICATES.

                  Tenant shall at any time and from time to time upon not less
than ten (10) days' prior notice by Landlord, execute, acknowledge and deliver
to Landlord a statement in writing certifying that this Lease is unmodified and
in full force and effect (or if there have been modifications, that the same is
in full force and effect as modified and stating the modifications), the dates
to which the Basic Rent, Additional Rent and other charges have been paid in
advance, if any, stating whether or not to the best knowledge of Tenant,
Landlord is in default in the performance of any covenant, agreement or
condition contained in this Lease and, if so, specifying each such default of
which Tenant may have knowledge and containing any other information and
certifications which reasonably may be requested by Landlord or the holder of
any Underlying Mortgage. Any such statement delivered pursuant to this Article
19 may be relied upon by any prospective purchaser of the fee of the Building or
any mortgagee, ground lessor or other like encumbrancer thereof or any assignee
of any such encumbrancer upon the Building.

20.      SURRENDER OF PREMISES AND REMOVAL OF PROPERTY.

20.1     NO MERGER. The voluntary or other surrender of this Lease by Tenant, a
mutual cancellation or a termination hereof, shall not constitute a merger, and
shall, at the option of Landlord, terminate all or any existing subleases or
shall operate as an assignment to Landlord of any or all subleases affecting the
Premises.

20.2     SURRENDER OF PREMISES. Upon the expiration of the Term, or upon any
earlier termination hereof, Tenant shall quit and surrender possession of the
Premises to Landlord in as good order and condition as the Premises are now or
hereafter may be improved by Landlord or Tenant, reasonable wear and tear and
repairs which are Landlord's obligation excepted, and shall, without expense to
Landlord, remove or cause to be removed from the Premises, all debris and
rubbish, all furniture, equipment, business and trade fixtures, free-standing
cabinet work, movable partitioning and other articles of personal property owned
by Tenant or installed or placed by Tenant at its expense in the Premises, and
all similar articles of any other persons claiming under Tenant unless Landlord
exercises its option to have any subleases or subtenancies assigned to Landlord,
and Tenant shall repair all damage to the Premises resulting from such removal.

20.3     DISPOSAL OF PROPERTY. In the event of the expiration of this Lease or
other re-entry of the Premises by Landlord as provided in this Lease, any
property of Tenant not removed by Tenant upon the expiration of the Term of this
Lease, or within forty-eight (48) hours after a termination by reason of
Tenant's default, shall be considered abandoned and Landlord may remove any or
all of such property and dispose of the same in any manner or store the same in
a public warehouse or elsewhere for the account of, and at the expense and risk
of, Tenant. If Tenant shall fail to pay the costs of storing any such property
after it has been stored for a period of thirty (30) days or more, Landlord may
sell any or all of such property at public or private sale, in such manner and
at such places as Landlord, in its sole discretion, may deem proper, without
notice to or demand upon Tenant. In the event of such sale, Landlord shall apply
the proceeds thereof, first, to the cost and expense of sale, including
reasonable attorneys' fees; second, to the repayment of the cost of removal and
storage; third, to the repayment of any other sums which may then or thereafter
be due



to Landlord from Tenant under any of the terms of this Lease; and fourth, the
balance, if any, to Tenant.

20.4     FIXTURES AND IMPROVEMENTS. All fixtures, equipment, alterations,
additions, improvements and/or appurtenances attached to or built into the
Premises prior to or during the Term hereof, as further described in Section 8.2
hereof, shall be and remain part of the Premises and shall not be removed by
Tenant at the end of the Term of this Lease.

20.5     NOTICE OF EXPIRATION OF TERM. Tenant shall, at least six (6) months
before the expiration of the Term, give written notice to Landlord of Tenant's
intention to surrender the Premises upon the expiration of the Term. Nothing
contained herein, however, shall be construed as an extension of the Term or as
consent of Landlord to any holding over by Tenant in the event said notice is
not given in a timely fashion.

21.      HOLDING OVER.

         In the event Tenant holds over after the expiration of the Term, with
or without the express or implied consent of Landlord, such tenancy shall be
from month-to-month only, and not a renewal hereof or an extension for any
further term, and such month-to-month tenancy shall be subject to each and every
term, covenant and agreement contained herein; provided, however, that Tenant
shall pay as Basic Rent during any holding over period, an amount equal to the
greater of one-hundred fifty percent (150%) of the fair market value rental rate
of the Premises or two times the Basic Rent payable immediately preceding the
expiration of the Term. Nothing in this Article 21 shall be construed as a
consent by Landlord to any holding over by Tenant and Landlord expressly
reserves the right to require Tenant to surrender possession of the Premises
upon the expiration of the Term or upon the earlier termination hereof and to
assert any remedy in law or equity to evict Tenant and/or collect damages in
connection with such holding over.

22.      DEFAULTS AND REMEDIES.

22.1     DEFAULTS BY TENANT. The occurrence of any of the following shall
constitute a material default and breach of this Lease by Tenant:

a.       The failure by Tenant to pay the rent or make any other payment
required to be made by Tenant hereunder as and when due where such failure
continues for three (3) days after notice thereof by Landlord to Tenant;
provided, however, that such notice shall be in lieu of and not in addition to
any notice required under Nevada law.

b.       The abandonment or vacation of the Premises by Tenant.

c.       The failure by Tenant to observe or perform the provisions of Articles
2 and 8 where such failure continues and is not remedied within forty-eight (48)
hours after notice thereof from Landlord to Tenant.

d.       The failure by Tenant to provide estoppel certificates as herein
provided.

e.       The failure by Tenant to observe or perform any other provision of this
Lease, including Rules and Regulations which may be adopted by Landlord where
such failure continues for twenty (20) days after notice thereof by Landlord to
Tenant; provided, however, that if



the nature of such default is such that the same cannot reasonably be cured
within such twenty (20) day period, Tenant shall not be deemed to be in default
if Tenant shall within such period commence such cure and thereafter diligently
prosecute the same to completion.

f.       Any action taken by or against Tenant pursuant to any statute
pertaining to bankruptcy or insolvency or the reorganization of Tenant (unless,
in the case of a petition filed against Tenant, the same is dismissed within
thirty (30) days); the making by Tenant of any general assignment for the
benefit of creditors; the appointment of a trustee or receiver to take
possession of all or any portion of Tenant's assets located at the Premises or
of Tenant's interest in this Lease, where possession is not restored to Tenant
within thirty (30) days; or the attachment, execution, or other judicial seizure
of all or any portion of Tenant's assets located at the Premises or of Tenant's
interest in this Lease, where such seizure is not discharged within thirty (30)
days.

g.       Tenant shall fail to occupy the Premises within one hundred twenty
(120) days after the Commencement Date.

h.       In addition to the events constituting a default and breach of the
Lease by Tenant as set forth herein, if within any twelve (12) month period
during the term of the Lease Tenant shall have failed to perform any obligation
required of Tenant hereunder, or has been in breach for any reason under the
Lease more than two (2) times, and Landlord, because of any such failure and/or
breach, shall have served upon Tenant within said twelve (12) month period two
(2) or more notices of any such failure or breach, then any subsequent failure
or breach shall be deemed a noncurable default, without requirement of notice or
opportunity to cure, and Landlord shall be immediately entitled to exercise any
and all rights, remedies and/or elections specified below otherwise available at
law or in equity.

i.       Tenant's failure to vacate and surrender the Premises as required by
this Lease upon the expiration of the Term or termination of this Lease.

22.2     LANDLORD'S REMEDIES.

a.       In the event of any such default by Tenant, then, in addition to any
other remedies available to Landlord at law or in equity, Landlord shall have
the immediate option to terminate this Lease and all rights of Tenant hereunder
by giving Tenant five (5) days' written notice of such election to terminate. In
the event Landlord shall elect to so terminate this Lease, Landlord may recover
from Tenant:

         (i)      the worth at the time of award of any unpaid rent which has
been earned at the time of such termination; plus

         (ii)     the worth at the time of award of any amount by which the
unpaid rent which would have been earned after termination until the time of
award exceeds the amount of such rental loss that Tenant proves could have been
reasonably avoided; plus



         (iii)    the worth at the time of award of the amount by which the
unpaid rent for the balance of the term after the time of the award exceeds the
amount of such rental loss that Tenant proves could be reasonably avoided; plus

         (iv)     any other amount necessary to compensate Landlord for all the
detriment proximately caused by Tenant's failure to perform its obligations
under this Lease or which in the ordinary course of things would be likely to
result therefrom; and

         (v)      at Landlord's election, such other amounts in addition to or
in lieu of the foregoing as may be permitted from time to time by applicable
law.

b.       All "rent" (as defined in Section 4.4) shall be computed on the basis
on the monthly amount thereof payable on the date of Tenant's default, as the
same are to be adjusted thereafter as contemplated by this Lease. As used in
paragraphs (i) and (ii) above, the "worth at the time of award" is computed by
allowing interest in the per annum amount equal to the prime rate of interest or
other equivalent reference rate from time to time announced by the Bank of
America National Trust and Savings Association (the "Reference Rate") plus two
percent (2%), but in no event in excess of the maximum interest rate permitted
by law. As used in paragraph (iii) above, the "worth at the time of award" is
computed by discounting such amount at the discount rate of the Federal Reserve
Bank of San Francisco at the time of award plus one percent (1%).

c.       In the event of any such default by Tenant, Landlord shall also have
the right, with or without terminating this Lease, to re-enter the Premises and
remove all persons and property therefrom by summary proceedings or otherwise;
such property may be removed and stored in a public warehouse or elsewhere at
the cost of and for the account of Tenant.

d.       In the event of the vacation or abandonment of the Premises by Tenant,
or in the event that Landlord elects to re-enter as provided in Paragraph (c)
above or takes possession of the Premises pursuant to legal proceeding or
pursuant to any notice provided by law, and if Landlord does not elect to
terminate this Lease, then Landlord may from time to time, without terminating
this Lease, either recover all rent as it becomes due or relet the Premises or
any part thereof for such term or terms and at such rent and upon such other
terms and conditions as Landlord, in its sole discretion, may deem advisable,
with the right to make alterations and repairs to the Premises. If Landlord does
not terminate this Lease and if Tenant requests Landlord's consent to an
Assignment of this Lease or a Sublease of the Premises at such time as Tenant is
in default, Landlord may not unreasonably withhold its consent to such
Assignment or Sublease.

e.       In the event that Landlord shall elect to so relet as provided in
Paragraph (d) above, then rentals received by Landlord from such reletting shall
be applied: First, to the payment of any indebtedness other than rent due
hereunder from Tenant to Landlord; second, to the payment of any cost of such
reletting; third, to the payment of the cost of any alterations and repairs to
the Premises; fourth, to the payment of rent due and unpaid hereunder; and the
remainder, if any, shall be held by Landlord and applied in payment of future
rent as the same may become due and payable hereunder. Should that portion of
such rentals received from such reletting during any



month, which is applied to the payment of rent hereunder, be less than the rent
payable during that month by Tenant hereunder, then Tenant shall pay such
deficiency to Landlord. Such deficiency shall be calculated and paid monthly.
Tenant shall also pay to Landlord, as soon as ascertained, any and all
reasonable costs and expenses incurred by Landlord in such reletting or in
making such alterations and repairs not covered by the rentals received from
such reletting.

22.3     RE-ENTRY NOT TERMINATION. No re-entry or taking possession of the
Premises by Landlord pursuant to this Article 22 shall be construed as an
election to terminate this Lease unless a written notice of such intention be
given to Tenant or unless the termination thereof be decreed by a court of
competent jurisdiction. Notwithstanding any reletting without termination by
Landlord because of any default of Tenant, Landlord may at any time after such
reletting elect to terminate this Lease for any such default.

22.4     DEFINITION OF TENANT. As used in this Article 22 and in Article 23, the
term "TENANT" shall be deemed to include all persons or entities named as Tenant
under this Lease, or each and every one of them. If any of the obligations of
Tenant hereunder in guaranteed by another person or entity, the term "TENANT"
shall be deemed to include all of such guarantors and any one or more of such
guarantors. If this Lease has been assigned, the term "TENANT," as used in this
Article 22 and in Article 23 shall be deemed to include both the assignee and
the assignor.

23.      BANKRUPTCY.

         If, at any time prior to the Commencement Date, any action is taken by
or against Tenant in any court pursuant to any statute pertaining to bankruptcy
or insolvency or the reorganization of Tenant, Tenant makes any general
assignment for the benefit of creditors, a trustee or receiver is appointed to
take possession of substantially all of Tenant's assets or of Tenant's interest
in this Lease, or there is an attachment, execution or other judicial seizure of
substantially all of Tenant's assets or of Tenant's interest in this Lease, then
this Lease shall ipso facto be canceled and terminated and of no further force
or effect. In such event, neither Tenant nor any person claiming through or
under Tenant or by virtue of any statute or of any order of any court shall be
entitled to possession of the Premises or any interest in this Lease and
Landlord shall, in addition to any other rights and remedies under this Lease,
be entitled to retain any rent, security deposit or other monies received by
Landlord from Tenant as liquidated damages.

24.      INTEREST ON TENANT'S OBLIGATIONS; LATE CHARGES.

24.1     INTEREST. Any amount due from Tenant to Landlord which is not paid when
due shall bear interest at the lesser of twelve percent (12%) per annum or the
maximum rate per annum which Landlord is permitted by law to charge, from the
date such payment is due until paid, but the payment of such interest shall not
excuse or cure any default by Tenant under this Lease.

24.2     LATE CHARGE. In the event Tenant is more than five (5) days late in
paying any installment of rent due under this Lease, Tenant shall pay Landlord a
late charge equal to five percent (5%) of the delinquent installment of rent
plus a fee of Ten Dollars ($10.00) per day until such installment of rent is
paid. The parties agree that the amount of such late charge represents a
reasonable estimate of the cost and expense that would be incurred by Landlord
in processing each delinquent payment of rent by Tenant and that such late
charge shall be paid to Landlord as liquidated damages for each delinquent
payment, but the payment of such late charge shall not excuse or cure any
default by Tenant under this Lease. The parties further agree that the payment
of



late charges and the payment of interest provided for in Section 24.1 above are
distinct and separate from one another in that the payment of interest is to
compensate Landlord for the use of Landlord's money by Tenant, while the payment
of a late charge is to compensate Landlord for the additional administrative
expense incurred by Landlord in handling and processing delinquent payments.

25.      QUIET ENJOYMENT.

         Tenant, upon the paying of all rent hereunder and performing each of
the covenants, agreements and conditions of this Lease required to be performed
by Tenant, shall lawfully and quietly hold, occupy and enjoy the Premises during
the Term without hindrance or molestation of anyone lawfully claiming by,
through or under Landlord, subject, however, to the provisions set forth in this
Lease.

26.      EXAMINATION OF LEASE.

         The submission of this instrument for examination or signature by
Tenant, Tenant's agents or attorneys, does not constitute a reservation of, or
an option to lease, and this instrument shall not be effective or binding as a
lease or otherwise until its execution and delivery by both Landlord and Tenant.

27.      BROKERS.

         Tenant warrants that it has not had any contact or dealings with any
person or real estate broker which would give rise to the payment of any fee or
brokerage commission, in connection with this Lease, and Tenant shall indemnify,
hold harmless and defend Landlord from and against any liability with respect to
any fee or brokerage commission arising out of any act or omission of Tenant.

28.      COVENANTS, CONDITIONS AND RESTRICTIONS AND RESERVATION OF EASEMENTS.

         The Covenants, Conditions and Restrictions and Reservation of Easements
are attached hereto as Exhibit "C" are hereby incorporated herein and made a
part of this Lease. Tenant agrees to abide by and comply with each and every one
of said Covenants, Conditions and Restrictions and Reservation of Easements and
any amendments, modifications and/or additions thereto as may hereafter be
adopted by Landlord for the safety, care, security, good order and cleanliness
of the Premises or the Building. Landlord shall have the right to amend, modify
or add to the Covenants, Conditions and Restrictions and Reservation of
Easements in its sole discretion. Landlord shall not be liable to Tenant for any
violation of any of the Covenants, Conditions and Restrictions and Reservation
of Easements by any other tenant or for the failure of Landlord to enforce any
of the Covenants, Conditions and Restrictions and Reservation of Easements.

29.      SIGNAGE.

         Tenant shall not have the right to signage which is visible from
outside the Premises without the prior written consent of Landlord, which
consent shall not unreasonably withheld. Any signage identifying Tenant on the
facade of the Building or on any monument shall be installed by Landlord at
Landlord's sole discretion and at Tenant's sole cost and expense.

30.      GENERAL PROVISIONS.

30.1     NO WAIVER. The waiver by Landlord of any breach of any term, provision,
covenant or condition contained in this Lease, or the failure of Landlord to
insist on the strict



performance by Tenant, shall not be deemed to be a waiver of such term,
provision, covenant or condition as to any subsequent breach thereof or of any
other term, covenant or condition contained in this Lease. The acceptance of
rents hereunder by Landlord shall not be deemed to be a waiver of any breach or
default by Tenant of any term, provision, covenant or condition herein,
regardless of Landlord's knowledge of such breach or default at the time of
acceptance of rent.

30.2     LANDLORD'S RIGHT TO PERFORM. All covenants and agreements to be
performed by Tenant under any of the terms of this Lease shall be performed by
Tenant at Tenant's sole expense and without abatement of rent. If Tenant shall
fail to observe and perform any covenant, condition, provision or agreement
contained in this Lease or shall fail to perform any other act required to be
performed by Tenant, Landlord may, upon notice to Tenant, without obligation,
and without waiving or releasing Tenant from any default or obligations of
Tenant, make any such payment or perform any such obligation on Tenant's part to
be performed. All sums so paid by Landlord and all costs incurred by Landlord,
including attorneys' fees, together with interest thereon in a per annum amount
equal to two percent (2%) in excess of the Reference Rate, but not in excess of
the maximum rate permitted by law, shall be payable to Landlord on demand and
Tenant covenants to pay any such sums, and Landlord shall have (in addition to
any other right or remedy hereunder) the same rights and remedies in the event
of the non-payment thereof by Tenant as in the case of default by Tenant in the
payment of rent.

30.3     TERMS; HEADINGS. The words "LANDLORD" and "TENANT" as used herein shall
include the plural, as well as the singular. The words used in neuter gender
include the masculine and feminine and words in the masculine or feminine gender
include the neuter. If there is more than one tenant, the obligations hereunder
imposed upon Tenant shall be joint and several. The headings or titles of this
Lease shall have no effect upon the construction or interpretation of any part
hereof.

30.4     ENTIRE AGREEMENT. This instrument along with any exhibits and
attachments or other documents affixed hereto, or referred to herein,
constitutes the entire and exclusive agreement between Landlord and Tenant with
respect to the Premises and the estate and interest leased to Tenant hereunder.
This instrument and said exhibits and attachments and other documents may be
altered, amended, modified or revoked only by an instrument in writing signed by
both Landlord and Tenant. Landlord and Tenant hereby agree that all prior or
contemporaneous oral understandings, agreements or negotiations relative to the
leasing of the Premises are merged into and revoked by this instrument.

30.5     SUCCESSORS AND ASSIGNS. Subject to the provisions of Article 14
relating to Assignment and Sublease, this Lease is intended to and does bind the
heirs, executors, administrators and assigns of any and all of the parties
hereto.

30.6     NOTICES. All notices, consents, approvals, requests, demands and other
communications (collectively "NOTICES") which Landlord or Tenant are required or
desire to serve upon, or deliver to, the other shall be in writing and mailed
postage prepaid by certified or registered mail, return receipt requested, or by
personal delivery, to the appropriate address indicated below, or at such other
place or places as either Landlord or Tenant may, from time to time, designate
in a written notice given to the other. If the term "Tenant" in this Lease
refers to more than one person or entity, Landlord shall be required to make
service or delivery, as aforesaid, to any one of said persons or entities only.
Notices shall be deemed sufficiently served or given at the time of personal
delivery or three (3) days after the date of mailing thereof; provided, however,



that any notice of default to Tenant under Article 22 shall be hand-delivered to
the Premises. Any notice, request, communication or demand by Tenant to Landlord
shall be addressed to the Landlord at____________________________, and if
requested in writing by the Landlord, given or served simultaneously to the
Landlord's mortgagee at the address specified in such request. Any notice,
request, communication or demand by Landlord to Tenant shall be addressed to:

         ____________________________
         ____________________________

(and after the Commencement Date, to the Premises). Rejection or other refusal
to accept a notice, request, communication or demand or the inability to deliver
the same because of a changed address of which no notice was given shall be
deemed to be receipt of the notice, request, communication or demand sent.

30.7     SEVERABILITY. If any term or provision of this Lease, the deletion of
which would not adversely affect the receipt of any material benefit by either
party hereunder, shall be held invalid or unenforceable to any extent, the
remaining terms, conditions and covenants of this Lease shall not be affected
thereby and each of said terms, covenants and conditions shall be valid and
enforceable to the fullest extent permitted by law.

30.8     TIME OF ESSENCE. Time is of the essence of this Lease and each
provision hereof in which time of performance is established.

30.9     GOVERNING LAW. This Lease shall be governed by, interpreted and
construed in accordance with the laws of the State of Nevada.

30.10    ATTORNEYS' FEES. If any action or proceeding is brought by Landlord or
Tenant to enforce its respective rights under this Lease, the unsuccessful party
therein shall pay all costs incurred by the prevailing party therein, including
reasonable attorneys' fees to be fixed by the court.

30.11    FORCE MAJEURE. Landlord shall not be liable for any failure to comply
or delay in complying with its obligations hereunder if such failure or delay is
due to acts of God, inability to obtain labor, strikes, lockouts, lack of
materials, governmental restrictions, enemy actions, civil commotion, fire,
unavoidable casually or other similar causes beyond Landlord's reasonable
control (all of which events are herein referred to as FORCE MAJEURE events). It
is expressly agreed that Landlord shall not be obliged to settle any strike to
avoid a force majeure event from continuing.



         IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of
the date set forth in the first paragraph above.

LANDLORD:
LUKE PROPERTIES, LTD.
A NEVADA LIMITED LIABILITY COMPANY

By: /s/ GREGORY A. DEAN
    --------------------------------

Name: GREGORY A. DEAN

Its: MANAGER

TENANT:
VESTIN GROUP, INC.
A DELAWARE CORPORATION

By: /s/ MICHAEL SHUSTEK
    --------------------------------

Name: MICHAEL SHUSTEK

its: CEO



                                   EXHIBIT "A"
                                    PREMISES

                                       24


                                   EXHIBIT "B"
                   MEMORANDUM OF COMMENCEMENT AND RENTAL DATE

THE UNDERSIGNED hereby covenants, represents and warrants to Luke Properties,
LLC, a Nevada limited liability company, "Owner/Lessor" of the premises
containing approximately forty-one thousand six hundred fourteen (41,614)
square feet, known as_____________________ the following:

1.       The undersigned ("Tenant") is the Tenant of the premises pursuant to a
lease ("Lease") dated March____, 2004, entered into between the undersigned
Tenant and Owner/Lessor, and hereby acknowledges that it has received a full and
complete copy of the fully executed Lease Agreement.

2.       The Lease is presently in full force and effect.

3.       The Lease constitutes the entire agreement between Owner/Lessor and
Tenant, and there have been no amendments, written or oral, to such agreement,
except as set forth in Paragraph 1 above.

4.       All improvements required under the terms of the Lease to be made by
Owner/Lessor have been satisfactorily completed and have been accepted by the
undersigned. (EXCEPTIONS TO BE STATED ON A SEPARATE ATTACHED SHEET HERETO,
EXECUTED AND DATED.)

5.       The undersigned has accepted the Lease premises and the keys thereto
and has commenced occupancy thereof.

6.       The term of the Lease commences on_____________________and will end on
_____________________. A monthly rental as of the date hereof is______ per month
and commences as of the date of_____________________.

7.       Rent for any fractional month shall be paid upon execution of
Owner/Lessor's Memorandum of Commencement Date.

8.       The amount of prepaid rent is_______________ for the month of______.

9.       The amount of the prepaid security deposit paid under the terms of the
Lease is____________.




10.      Tenant has provided Lessor with the required Certificate of Insurance
on the premises pursuant to Section 11.3 of the Lease Agreement.

                                             TENANT/LESSEE:
                                             VESTIN GROUP, INC.,
                                             a Delaware corporation

                                             ___________________________________
                                             By:
                                             Its:

EX-10.25

                                                                   Exhibit 10.25

                             OFFICE LEASE AGREEMENT

                              THE DEL MAR BUILDING

                   BASIC LEASE INFORMATION AND DEFINED TERMS

LEASE DATE: AUGUST 1, 2002

LANDLORD:         2901 EL CAMINO, LAS VEGAS, NV, LLC
                           2710 GRASSY SPRING PLACE, LAS VEGAS NV 89135
                  ATTENTION: WILLIAM J. PIEDEMONTE

                           Telephone: C/O Silvia Buckley 702-227-0965
                           Fax: 702-362-4767

TENANT:           VESTIN GROUP
                  2901 EL CAMINO AVE. SUITE 200
                  LAS VEGAS, NEVADA 89102

                           Attention: Paul Conagan

                  TELEPHONE: (702) 227-0965
                  TELECOPY: (702) 362-4767

PROJECT      THE DEL MAR BUILDING

             2901 EL CAMINO AVENUE

             LAS VEGAS, NEVADA

BUILDING:   THE ENTIRE TWO-STORY OFFICE BUILDING LOCATED AT 2901 EL
            CAMINO, LAS VEGAS, NV 89102

LEASED PREMISES:     THE PORTION OF THE BUILDING DESIGNATED AS SUITE 200

TOTAL RENTABLE AREA: 20,000 SQUARE FEET, (GROSS).

TENANT AREA:      1250 SQUARE FEET, (GROSS).

TERM OR LEASE TERM:  44 MONTHS

INITIAL TERM: 44 MONTHS CALCULATED FROM THE FIRST DAY OF THE NEXT CALENDAR MONTH
AFTER THE COMMENCEMENT DATE.



                           OCCURS (OR CALCULATED FROM THE COMMENCEMENT DATE IF
                           THAT DATE OCCURS ON THE FIRST OF THE MONTH).

COMMENCEMENT DATE:  AUGUST 1, 2002.

EXTENSION TERMS:    TENANT SHALL HAVE THE OPTION TO EXTEND, PROVIDED THAT TENANT
                    IS IN COMPLIANCE WITH EACH AND EVERY TERM, COVENANT AND
                    CONDITION HEREOF ON ITS PART TO BE PERFORMED AND THAT TENANT
                    NOTIFIES LANDLORD IN WRITING PRIOR TO FOUR MONTHS OF THE
                    TERMINATION DATE OF THE LEASE, THAT TENANT WISHES TO
                    EXERCISE ITS OPTION TO EXTEND ITS TENANCY. SAID EXTENSION
                    WILL BE AT A RENTAL RATE AND TERM ACCEPTABLE TO THE
                    LANDLORD.

Minimum Rent: $2.00+-per Square foot of Tenant Area for 12 months of the term as
listed below:

August 1, 2002 to July 31, 2003 $2500 per month plus $40 per month parking

August 1, 2003 to July 31, 2004 $2575 per month plus $40 per month parking

August 1, 2004 to July 31, 2005 $2650 per month plus $50 per month parking

August 1, 2005 to March 31, 2006 $2725 per month plus $50 per month parking

IMPROVEMENT ALLOWANCE: LANDLORD WILL PROVIDE NO IMPROVEMENT ALLOWANCE. THE
SUITES ARE TO BE LEASED IN "AS IS CONDITION".

SECURITY DEPOSIT: $ NONE

EXPENSE STOP:     NONE

PERMITTED USE:    GENERAL OFFICE / ADMINISTRATIVE / AND WORK OF RELATED
                  PURPOSES.

                          GENERAL TERMS AND CONDITIONS

DESCRIPTION OF BUILDING AND LEASED PREMISES.

         1.       LEASED PREMISES. LANDLORD LEASES TO TENANT, AND TENANT LEASES
                  FROM LANDLORD, THE LEASED PREMISES UPON THE TERMS AND
                  CONDITIONS SET FORTH IN THIS AGREEMENT, THE LEASED PREMISES.

         2.       SQUARE FOOTAGE. TENANT CONFIRMS THAT IT HAS HAD AMPLE
                  OPPORTUNITY TO INSPECT THE LEASED PREMISES AND PROJECT AND TO
                  CONFIRM THE TOTAL RENTABLE AREA AND TENANT AREA. TENANT
                  ACKNOWLEDGES THAT THERE ARE SEVERAL DIFFERENT METHODS TO
                  CALCULATE THE SQUARE FOOTAGE, AND TENANT HAS APPROVED THE
                  METHOD USED TO CALCULATE THE TOTAL RENTABLE AREA AND TENANT
                  AREA SPECIFIED IN THIS LEASE.


2.       TERM AND POSSESSION.

         1.       TERM. This Lease is binding upon Landlord and Tenant as of the
                  Lease Date, but the Term of this Lease will commence on the
                  Commencement Date.

         2.       POSSESSION. If Landlord is unable to deliver possession of the
                  Leased Premises ready for occupancy at the Outside Delivery
                  Date, Landlord will not be liable for any damage, Tenant
                  waives any claims or causes of action against Landlord
                  relating to the delay, and this Lease will become voidable at
                  the option of Landlord. If Landlord is unable to deliver
                  possession of the Leased Premises ready for occupancy at the
                  Outside Delivery Date, no Rent will be payable by Tenant to
                  Landlord for any pro rata portion of the Lease Term prior to
                  actual delivery to Tenant of possession of the Leased Premises
                  ready for occupancy. If the Leased Premises are not ready for
                  occupancy within 60-days after the Outside Delivery Date,
                  Tenant will have the right to terminate and cancel this Lease
                  and all obligations of Landlord and Tenant under this Lease by
                  delivery of written notice to Landlord. Tenant shall
                  peacefully surrender the premises at the end of the lease
                  term. If Tenant does not surrender premises the rent shall
                  increase to 200% of the current rental rate.

3.       RENT.

         1.       AGGREGATE RENT. Tenant will pay to Landlord, the aggregate of
                  the Minimum Rent, Parking Charges, Rental Adjustments, and
                  Additional Rent, plus any taxes levied on rents (collectively,
                  the "Rent"), in advance, on the Commencement Date and
                  thereafter on the first day of each calendar months during the
                  Lease Term. All payments of Rent will be paid by Tenant,
                  without prior notice or demand or deduction or offset, to
                  Landlord at the address set forth on this Lease or at any
                  other place that Landlord may from time to time designate in
                  writing. If Landlord has not received payment of the monthly
                  installment of Rent within five days after the 1st day of each
                  month with or without delivery of written notice by Landlord
                  to Tenant, Tenant will pay, as Additional Rent, a late charge
                  equal to ten percent of the unpaid amount. Any payment of Rent
                  that is not paid in a timely fashion and considered dilequent
                  after the date due will bear interest at the rate of 12%.

         2.       PARKING CHARGES. Tenant will pay to Landlord the Parking
                  Charges set forth in Exhibit C.

         3.       RENTAL ADJUSTMENT.

                  1.       DEFINITIONS. For purposes of calculating the Rental
                           Adjustments, the following terms will have the
                           meanings ascribed below.

                  2.       "OPERATING COST" means all costs and expenses that
                           are associated with the ownership, operation, and
                           maintenance of the Project (excluding depreciation
                           and all amounts paid on loans) including, by way of
                           illustration but not by way of limitation, the cost
                           and expense of: real and personal property taxes and
                           assessments, whether assessed against the Project,
                           Landlord, or assessed against Tenant and collected by
                           Landlord; utilities; supplies; Landlord's insurance
                           premiums; deductible amounts on any insurance claims
                           under Landlord's insurance; all costs and expenses of
                           repairs, maintenance, replacements, and renovations,
                           or additions required by any governmental entity
                           having jurisdiction over the Project or Landlord, and
                           including the amount of amortization on those items
                           that Landlord chooses to capitalize; management fees;
                           and all other costs that can properly be considered
                           expenses of operating or maintaining the Project.
                           Operating costs will not include leasing commissions
                           for any new lease and will not include the costs and
                           expenses associated with the construction and
                           installation of the Building Standard Work for
                           tenants that may enter into leases for unleased
                           portions of the Building after the Commencement



                           Date of the Lease. For purposes of this Paragraph 3.3
                           (a) (ii) only , the word "replacements" will not
                           include the cost and expense of correcting initial
                           construction defects in the foundation, bearing
                           walls, exterior walls, subflooring, and roofs of the
                           Building and will not include the costs and expenses
                           for replacements to the foundations, bearing walls,
                           exterior walls, subflooring, and roofs of the
                           Building unless the replacements are occasioned by
                           the reckless or intentional acts or omissions of
                           Tenant or any other person who may be in or upon the
                           Project with the consent (implied and otherwise) of
                           Tenant.

                  3.       "Operational Year" means all or any portion of any
                           calendar year during which this Lease is in effect.

                  4.       "Excess Cost" means the amount by which the Operating
                           Costs for any Operational Year exceed the Expense
                           Stop.

                  5.       "Rental Adjustments" means an amount equal to the
                           product obtained by multiplying the Tenant Area by
                           the quotient derived by dividing the Excess Cost by
                           the Total Rentable Area.

                  6.       "Base Year" means "2000"

         4.       PAYMENT OF RENTAL ADJUSTMENTS. Prior to the commencement of
                  each full or partial Operational Year during the Term of this
                  Lease, Landlord will deliver to Tenant a written estimate in
                  reasonable detail at Operating Costs and Tenant's estimated
                  Rental Adjustment for the year. Thereafter, with each payment
                  of Minimum Rent, each month Tenant will pay 1/12 of the
                  estimated Rental Adjustment. As soon as practicable after the
                  end of each Operational Year, Landlord will submit to Tenant a
                  written statement showing the actual Operating Costs for that
                  Operational Year, Tenant's share of actual Operating Costs,
                  Tenant's actual Rental Adjustments, and the difference between
                  Tenant's actual Rental Adjustments and the amount of estimated
                  Rental Adjustments paid by Tenant. If the Tenant's actual
                  Rental Adjustments exceeds the amount of Rental Adjustments
                  paid by Tenant for the Operational Year, Tenant will pay to
                  Landlord within 30 days of receipt of the written statement,
                  the full amount of the excess. If the Tenant's actual Rental
                  Adjustments is less than the amount of estimated Rental
                  Adjustments paid for that Operational Year, the amount will be
                  credited against the next monthly Rent payment(s) due Landlord
                  from Tenant. If this Lease commences or terminates on a day
                  other than the first day of an Operational Year, Tenant will
                  be charged only for Rental Adjustments for the portion of the
                  Operational Year that falls within the Lease Term.

         5.       ADDITIONAL RENT. Without limiting any of Tenant's covenants or
                  agreements contained in this Lease and without limiting
                  Tenant's obligation to pay any other component of the Rent,
                  Tenant agrees that it will pay to Landlord, as "Additional
                  Rent," all additional amounts designated in this Lease,
                  whether or not described as Rent.

4.       LEASED PREMISE' USE.

         1.       USE. Tenant will use the Leased Premises only for the
                  Permitted Use and not otherwise. No use will be made of the
                  Leased Premises, and no act will be done in or about the
                  Leased Premises, that is illegal, unlawful, or that will
                  increase the existing rate of insurance upon the Leased
                  Premises, the Building or the Project. Tenant will not commit
                  or allow any public or private nuisance or other act or thing
                  that disturbs the quiet enjoyment of any other tenant in the
                  Building, nor will Tenant, without the prior written consent
                  of Landlord, use any apparatus, machinery or device in or
                  about the Leased Premises that will cause any substantial
                  noise or vibration. If any of Tenant's office machines or
                  other equipment disturbs the quiet enjoyment of any other
                  tenant in the Building, Tenant will take the action as may be
                  necessary to



                  immediately eliminate the disturbance.

         2.       Floor Load. Tenant will not bring upon the Leased Promises any
                  item with weight sufficient to potentially cause damage to, or
                  that may jeopardize the structure of, the Leased Premises or
                  the Building.

5.       SERVICES PROVIDED BY LANDLORD. Landlord will maintain the public and
         common areas of the Building and the Project, such as lobbies, stairs,
         elevators, landscaping, corridors, parking lots and public restrooms,
         in good order and condition except for damage occasioned by the act or
         negligence of Tenant. Landlord will furnish the water for common areas
         and with electricity for lighting and the operation of the elevator. It
         will be the responsibility of Tenant to maintain the leased premises.
         Landlord will not be liable for damages, nor will Tenant's obligation
         to pay Rent be abated, for Landlord's failure to furnish or for delay
         in the furnishing any of the foregoing services, if the failure or
         delay is caused by accident or conditions beyond the reasonable control
         of Landlord. The temporary failure to furnish any of the services will
         not be construed as an eviction of Tenant and will not relieve Tenant
         from the duty of observing and performing any of the provisions of this
         Lease so long as Landlord proceeds with reasonable diligence to correct
         any the failure.

6.       REPAIRS AND ALTERATIONS. Tenant agrees by taking possession of the
         Leased Premises that the Leased Premises are then in a tenantable and
         good condition, that Tenant will take good care of the Leased Premises,
         and the Leased Premises will not be altered or changed without the
         prior written consent of Landlord. Tenant waives any right to make
         repairs at Landlord's expense. Tenant will not make changes to locks or
         doors or add, disturb, or in any way change any plumbing, ducting, or
         wiring without first obtaining the written consent of Landlord. All
         damage or injury done to the Project by Tenant or by any persons who
         may be in or upon the Project with the consent of Tenant will be paid
         for by Tenant, and Tenant will pay for all damage in the Project caused
         by Tenant's misuse; however, Tenant will pay for structural damage to
         the Project only if occasioned by negligent, reckless, or intentional
         acts or omissions of Tenant or any other person who may be in or upon
         the Project with the consent (implied or otherwise) of Tenant. All
         repairs to the Leased Premises necessary to maintain the Leased
         Premises in a tenantable and good condition will be done by or under
         the direction of Landlord at Tenant's expense (payable to Landlord
         immediately upon demand) except as otherwise specifically provided in
         this Lease. Tenant will pay for the replacement of doors or windows of
         the Leased Premises that are cracked or broken by Tenant, its
         employees, agents or invites, and Tenant will not put any curtains,
         draperies or other hangings on or beside the windows in the Leased
         Premises without first obtaining Landlord's written consent. Landlord
         may make any alterations or improvements that Landlord may deem
         necessary for the preservation, safety or improvement of the Project.
         All alterations, additions, and improvements, except fixtures installed
         by Tenant and that are removable without damage to the Building, will
         become or remain, as applicable, the property of Landlord.

7.       ENTRY INTO PREMISES. Tenant will permit Landlord and its agents to
         enter into and upon the Leased Premises at all reasonable times for the
         purpose of inspecting the Leased Premises or for the purpose of
         cleaning, repairing, altering, or improving the Leased Premises or
         Building, and when necessary for the purpose, Landlord may close
         entrances, doors, corridors, elevators, or other facilities without
         liability to Tenant by reason of the closure and without the action by
         Landlord being deemed as eviction of Tenant or to relieve Tenant from
         the duty of observing and performing any and all of Tenant's
         obligations of this Lease, so long as Landlord proceeds with reasonable
         diligence to make the alterations and repairs. Landlord and its agents
         may enter the Leased Premises for the purpose of showing the Leased
         Premises to prospective tenants for a period of 180 days prior to the
         expiration of the Lease Term, and may enter at any reasonable time to
         show the Leased Premises to prospective purchasers or lenders.

8.       DAMAGE OR DESTRUCTION. If any part of the Project is damaged by fire or
         other casualty that is fully covered by Landlord's insurance and that
         is without the fault of Tenant, the damage will be repaired by
         Landlord, so long as the repairs can be made within 60 days after the
         occurrence of the damage. Until the repairs are completed, the Rent
         will be abated in proportion to the part of the Leased Premises that is
         unusable by Tenant in the conduct of its business as the result of the
         casualty. If the repairs cannot be made within 60 days, Landlord may,
         at Landlord's election, make them within a reasonable time using due
         diligence, and, if Landlord elects to make the repairs, this Lease will
         continue is effect and the Rent will be abated in the manner provided
         above. Landlord's election to make repairs that cannot be made within
         60 days after the occurrence of the damage must be evidenced by written
         notice to Tenant within 30 days after the occurrence of the damage. If
         Landlord does not so elect to make the repairs, then either party may,
         by written notice to the other, given within 30 days after the end of
         Landlord's 30-day election period described above, terminate this
         Lease.

9.       ADVERTISING AND SIGNAGE. Tenant will not post, place, or in any manner
         display any sign, inscription, notice, picture, placard or poster, or
         any advertising material whatsoever anywhere in or about the Project at
         places visible from anywhere outside the Leased Premises without first
         obtaining Landlord's written consent. Tenant, however, will be
         specifically entitled to: (i)_a reasonable amount of space for its name
         on the door as signage for the leased premises; and (ii)_a reasonable
         amount of space on any building directory that may be located on the
         Project.

10.      HOLD HARMLESS. Tenant will defend, indemnify, and hold harmless
         Landlord on demand for, from, and against any and all liability,
         damages, costs, or expenses, including attorney's fees, arising from
         any act, omission, or negligence of Tenant, or the officers,
         contractors, licensees, agents, servants, employees, guests, invitees,
         or visitors of Tenant in or about the Project, or arising from any
         accident, injury or damage to any person or property occurring in or
         about the Project.

11.      INSURANCE. During the term of the Lease, Tenant will maintain liability
         insurance, fire insurance with extended coverage, and water damage
         insurance in amounts sufficient to fully cover Tenant's improvements
         and all property in the Leased Premises that is not owned by Landlord,
         and liability insurance against claims of death, personal injury, and
         property damage in or about the Leased Premises, in amounts that are
         acceptable to Landlord. Policies for the insurance will waive any right
         of subrogation against Landlord, will show Landlord as an additional
         insured and will not be cancelable with less then 30 days notice to
         Landlord. Prior to taking possession of the Leased Premises and,
         thereafter, within 30 days prior to the expiration or cancellation of
         any previously delivered policy, Tenant will deliver to Landlord
         evidence satisfactory to Landlord that the insurance is fully paid for
         the immediately succeeding one year period.

12.      LIENS AND BANKRUPTCY. Tenant will keep the Project and Leased Premises
         free from any liens or encumbrances arising out of any work performed
         by or on behalf of Tenant or otherwise relating to any act of Tenant.
         If Tenant is adjudged bankrupt, or insolvent, or makes any assignment
         for the benefit of creditors, or if the business conducted on the
         Leased Premises passes into the hands of any receiver, court, trustee,
         or officer, or if the Term of this Lease is attached or taken on
         execution, this will constitute an event of default under the Lease and
         Landlord may, at its option, exercisable in its sole discretion by
         written notice to Tenant, terminate this Lease and recover possession
         of the Leased Premises from any and all parties.

13.      DEFAULT BY TENANT. Upon breach or default of this Lease by Tenant,
         Landlord may pursue any and all rights, at law or equity, against
         Tenant. Except when landlord feels reasonably and justifiably insecure
         as to the solvency of the Tenant or its ability to perform its
         obligations under the Lease, Tenant will have 20 days after receipt of
         written notice from Landlord within which to completely cure any
         non-monetary default; however, if the non-monetary default is not
         completely cured within 20 days and Tenant

         demonstrates to Landlord that Tenant is using (and will continue to
         use) its best efforts to completely cure the non-monetary default,
         Tenant will have the additional time to cure as Landlord deems
         reasonable appropriate under the circumstances. In no event, however,
         will the time period within which Tenant must completely cure any
         non-monetary default extend to a period of time greater than 90 days.
         Without limiting the foregoing, at expiration of the term of this Lease
         or if default is made in the payment of Rent or in the performance of
         any agreements of Tenant contained in this Lease, Landlord, or its
         agent, will have the right to enter and take possession of the Leased
         Premises. In the case of re-entry by Landlord, and Tenant agrees to
         deliver the Leased Promises without process at law, Tenant's rights to
         occupy or control the Leased Premises will immediately cease, and this
         Lease, at the option of Landlord, will terminate. If any default or
         breach by Tenant occurs, the obligations of Tenant under this Lease,
         including Tenant's obligation to pay Rent, will not cease, and Tenant
         will be liable for any loss or damage to Landlord for failure to comply
         with this Lease. If Landlord retakes possession of the Leased Premises,
         Landlord may remove and store all personal property of Tenant in any
         place selected by Landlord at the expense and risk of Tenant. Landlord
         may sell any or all of the Property at public or private sale as
         provided by law and will apply the proceeds of the sale first to the
         cost of the sale, second to the payment of charges for storage, if any,
         third to the payment of other sums that may be due from Tenant to
         Landlord under the terms of this Lease, and fourth the balance, if any,
         to Tenant. Tenant waives all claims for damages that may be caused by
         Landlord's re-entering and taking possession of the Leased Premises,
         removing, storing, and/or selling the property of Tenant. No re-entry
         of Landlord will be considered or construed to be a forcible entry.

14.      COSTS AND ATTORNEY'S FEES. If either party employs legal counsel to
         enforce any term of this Lease, the other party will pay to the
         prevailing party, immediately upon demand, the prevailing party's cost,
         expenses, and attorney's fees.

15.      NO-WAIVER. Waiver by Landlord of any breach of Tenant of any term,
         covenant, or condition of this lease will not be deemed to be a waiver
         of the term, covenant, or condition or a waiver of any subsequent
         breach of the term, covenant, or condition. The acceptance of Rent by
         Landlord will not be deemed to be a waiver of any existing breach by
         Tenant of any term, covenant, or condition of this Lease, regardless of
         Landlord's knowledge of the existing breach at the time of acceptance
         of the Rent.

16.      ASSIGNMENT AND SUBLETTING. Tenant will not assign this Lease or sublet
         all or any part of the Leased Premises without Landlord's prior written
         consent. Any attempt to do otherwise will be void and of no affect. No
         assignment or subletting will relieve Tenant of Tenant's liability
         under this Lease. If Tenant desires to assign this Lease or sublet all
         or any part of the Leased Premises and Tenant has notified Landlord of
         this desire, Landlord will not unreasonably withhold its consent to a
         change or modification of the "use" clause contained in Paragraph 4.1
         so long as the proposed change or modification is not incompatible with
         existing uses and is not prohibited by the terms of any existing lease
         or related agreement.

17.      SUCCESSORS. Subject to the restrictions set forth in Paragraph 16, all
         of the covenants, agreements, terms, and conditions contained in this
         Lease will apply to and be binding upon Landlord and Tenant and their
         respective heirs, executors, administrators, successors, and assigns.

18.      SUBORDINATION. At the lender's election, this Lease will automatically
         be subordinate to any mortgage or deed of trust placed upon the Project
         by Landlord, to any and all advances made or to be made under the
         mortgage or deed of trust, and to all renewals, replacements and
         extensions of the mortgage or deed of trust. Within 15 days of
         presentation, Tenant will execute, acknowledge and deliver to Landlord
         any subordination, attornment, or non-disturbance agreement or other
         instrument that Landlord or Landlord's lenders, may require.

19.      SALE BY LANDLORD. A sale or conveyance of all or any part of the
         Project or Leased Premises will operate




         to release Landlord from liability for events occurring subsequent to
         the sale or conveyance and any express or implied covenants or
         conditions contained in this Lease, Tenant will look solely to
         Landlord's successor in interest in and to this Lease. This Lease will
         not be affected by any subsequent sale or conveyance, and Tenant will
         attorn to the successor in interest. If Tenant has made a Security
         Deposit. Landlord may transfer the Security Deposit to its successor in
         interest, and Landlord will be discharged from further liability.

20.      ESTOPPEL CERTIFICATE. Within 10 business days after delivery of
         Landlord's written request, Tenant will execute, acknowledge and
         deliver to Landlord a written statement on a form provided by Landlord:
         (i) - certifying that this Lease is unmodified and in full force and
         effect (or, if modified, starting the nature of the modification and
         certifying that this Lease, as so modified, is in full force and
         effect) and the day to which Rent and other charges are paid in
         advance, if any; (ii) - affirmatively representing that there are not
         any uncured default by Landlord or Tenant (or specifying the defaults
         if they are claimed); and (iii) - providing any other Information
         reasonably requested by Landlord. Tenant's written statement may be
         relied on by a prospective purchaser or encombrancer of all or any
         portion of the project. Tenant's failure to deliver a written statement
         within the time will be conclusive against Tenant that: (i) - this
         Lease is in full force and effect, without modification except as may
         be represented by Landlord; (ii) - there are no uncured defaults in
         Landlord's performance or Tenant's performance, and (iii) - not more
         than one month's Rent has been paid in advance. The failure of Tenant
         to deliver the written statement to Landlord within the time will
         constitute a default by Tenant under this Lease, whereupon Landlord may
         elect to enforce any and all rights and remedies provided to Landlord
         in this Lease.

21.      CONDEMNATION. If all of the Leased Premises, are taken by condemnation
         or eminent domain proceeding, this Lease will automatically terminate
         as of the date of the final condemnation, or as of the date possession
         is taken by the condemning authority, whichever is earlier. Current
         Rent will be apportioned as of the date of the termination. If Part of
         the Leased Premises or a portion of the Project not required for the
         use of Leased Premises is taken by condemnation or eminent domain, this
         Lease will continue in full force and affect, and if the rentable area
         of the Leased Premises is reduced, the rest will be reduced in
         proportion to the reduction in the area of the Leased Premises, the
         Rent reduction to be effective on the date of the partial taking. No
         award for any partial or entire taking will be apportioned, and Tenant
         assigns to Landlord any award that may be made in the taking or
         condemnation; however, nothing in this Lease will be deemed to give
         Landlord any award made to Tenant for the taking of personal property
         belonging to Tenant, for the interruption of or damage to Tenant's
         business or for Tenant's moving expenses. Without limiting the
         foregoing, if more than 25% of the Tenant Area is taken by virtue of
         any condemnation or eminent domain proceeding, Tenant, upon 10 days
         written notice to Landlord, will have the right to terminate this
         Lease.

22.      RULES AND REGULATIONS. Tenant, its employees, agents, clients,
         customers, invitees and guests will comply with any rules and
         regulations adopted by Landlord. Any violation of the rules and
         regulations will constitute a breach and default of this Lease.

23.      NOTICES. To be effective, all notices under this Lease will be in
         writing and delivered in person or sent by hand delivery, telecopy,
         certified mail, or overnight delivery to Landlord and Tenant at the
         addresses designated on the cover page of this Lease, or to any other
         place as may be designated by either party in writing. Notices will be
         affective upon delivery if personally delivered or sent by telecopy, or
         overnight delivery within two days after deposit in the United States
         mail certified mail, return receipt requested, postage prepaid,
         properly addressed.

24.      GOVERNING LAW. This Lease will be construed and governed by the Laws of
         the State of Nevada.

25.      TIME OF ESSENCE. Time is of the essence of this Lease.




26       LANDLORD'S APPROVAL. Wherever the terms of this Lease require or allow
         Landlord's consent, approval, or satisfaction be given or obtained the
         consent, approval, or satisfaction will be given or withheld in
         Landlord's sale and absolute discretion, except as otherwise specified
         in this Lease.

27       SECURITY DEPOSIT. Concurrently with its execution of this Lease, Tenant
         will deliver to Landlord the Security Deposit for the performance by
         Tenant of every covenant and condition of this Lease. The deposit may
         be commingled with other funds of Landlord and will bear no interest.
         if Tenant defaults with respect to any covenant or condition of this
         Lease, including but not limited to the payment of Rent or any other
         charges, Landlord, at landlord's option, may apply the whole or any
         part of the security deposit to the payment of any sum in defaults or
         any other sum that Landlord may be required to spend by reason of
         Tenant's default. If Landlord elects to apply the whole or any part of
         Tenant's Security deposit to the payment of any sum, Landlord may do so
         without waiver of any Tenant, default, and Landlord may demand that
         Tenant deliver a sum equal to the amount so applied by landlord
         Tenant's failure to deliver the sum to replenish Tenant's security
         deposit within ten(10)days following delivery of written demand by
         Landlord will constitute an additional default by Tenant under this
         Lease. If Tenant complies with all of the covenants and condition of
         this Lease the security deposit or any balance thereof remaining will
         be returned to Tenant within 14 days of the expiration of the term
         hereof.

28       AUTHORITY. Tenant warrants and represents that Tenant is fully capable
         of performing the term of this Lease that Tenant has full and requisite
         power and authority to execute, deliver, and perform this Lease in
         accordance with their respective terms, and that this execution of the
         Lease and other documents and instruments will not act or to cause a
         violation or breach of any court order, judgment, or agreement to which
         Tenant is a party.

29       ENTIRE AGREEMENT. This Lease and all exhibits embody the entire
         Agreement between the Landlord and Tenant and any prior oral or written
         understanding and/or representation not specifically enumerated in this
         Lease is deemed ineffective and of no force or effect. This Lease may
         be amended only by written instrument executed by both Landlord and
         Tenant.

         Landlord and Tenant have executed this Lease on the Lease Date.

LANDLORD
2901 El Camino Las Vegas, NV LLC

By: /s/ William J. Piedemonte
    --------------------------
William J. Piedemonte
Managing owner                      TENANT

                                                    By: /s/ Michael Shustek
                                                        -----------------------


                                   EXHIBIT "A"
                                       TO
                             OFFICE LEASE AGREEMENT

                     (general depiction of Leased Premises)



                                   EXHIBIT "B"
                                       TO
                             OFFICE LEASE AGREEMENT



                                   EXHIBIT "D"

                                LEGAL DESCRIPTION

That portion of the Southeast Quarter (SE 1/4) of Section 5, Township 21 South,
Range 61 East, M.D, B & M, more particulary described as follows:

Lot 3-1 as shown on that certain parcel map on file in the Office of the Clark
County Recorder, in file 85 of Parcel Maps, Page 44, Suite 200.



EXHIBIT "E"

RULES AND REGULATIONS

1.       The sidewalks, halls, passages, exits and entrances of the building
         will not be obstructed by any of the Tenants or used by them for any
         purpose other than for ingress and egress from their respective
         premises. The halls, passages, exits and entrances are not for the
         general public and Landlord shall in all cases retain the right to
         control and prevent access thereto of all persons whose presence in the
         judgment of Landlord would be prejudicial to the safety, character,
         reputation and interests of the Building and its Tenants, provided that
         nothing herein contained shall be construed to prevent such access to
         persons with whom any Tenant normally deals in the ordinary course of
         its business, unless such persons are engaged in illegal activities. No
         Tenant and no employee or invitee of any Tenant shall go upon the roof
         of the Building.

2.       No sign, placard, picture name, advertisement or notice visible from
         the exterior of any Tenant's premises shall be inscribed, painted,
         affixed or otherwise displayed by any Tenant on any part of the
         Building without prior written consent of Landlord. Landlord will adopt
         and furnish to Tenant general guidelines, but may request approval of
         Landlord for modifications, which approval will not be unreasonably
         withheld. All approved signs or lettering on doors shall be printed,
         pained, affixed or inscribed at the expense of the Tenant by a person
         approved by the Landlord, which approval will not be unreasonably
         withheld. Material visible from outside the Building will not be
         permitted.

3.       The premises shall not be used for lodging or the storage of
         merchandise held for sale to the public, unless ancillary to a
         restaurant or other food service use specifically authorized in the
         lease of a particular Tenant, no cooking shall be done or permitted by
         any Tenant on the premises, except that preparation of coffee, tea, hot
         chocolate and similar items for Tenants and their employees shall be
         permitted.

4.       No Tenant shall use or keep in the premises or the Building any
         kerosene, gasoline or flammable or combustible fluid or material or use
         any method of heating or air conditioning other than that supplied by
         Landlord. No Tenant shall use, keep or permit to be used or kept any
         foreign or noxious gas or substance in the premises, or permit or
         suffer the other occupants of the Building by reason of noise, odors,
         or vibrations or interfere in any way with other Tenants or those
         having business therein.

5.       In the case of invasion, mob, riot, public excitement, or other
         circumstances rendering such action advisable in Landlord's opinion,
         Landlord reserves the right to prevent access to the Building during
         the continuance of the same by such an action as Landlord may deem
         appropriate, including closing entrances to the Building.

6.       The toilet rooms, toilets, urinals, wash bowls and other apparatus
         shall not be used for any purpose other than that for which they were
         constructed, no foreign substance of any kind whatsoever shall be
         thrown therein. The expense of any breakage, stoppage or damage
         resulting from the violation of this rule shall be done be the Tenant
         who, or whose employees or invites, shall have caused it.



7.       Except with prior consent of Landlord, no Tenant shall sell, or permit
         the sale in the premises or use or permit the use of any common area
         for the sale of newspapers, magazines, periodicals, theater tickets or
         any other good merchandise or service. Tenant shall not carry on, or
         permit or allow any employee or other persons to carry on the business
         of stenography, typewriting, or any similar business from the premises
         for the service of accommodation of occupants of any other portion of
         the Building, nor shall the premises of any Tenant be used for
         manufacturing of any kind, or any business or activity other than that
         specifically provided for in such Tenant's lease.

8.       Tenant shall not use any advertising media which may be heard outside
         of the premises and Tenant shall not place or permit the placement of
         any radio or television, or other communications antenna, loudspeaker,
         sound amplifier, phonograph, searchlight, flashing light or other
         device of any nature on the roof or outside of the boundaries of the
         premises (except for Tenant's approved identification sign or signs) or
         at any place where the same may be seen or heard outside of the
         premises.

9.       All loading and unloading of merchandise, supplies, materials, garbage
         and refuse shall be made only through such entryways and at such times
         as Landlord shall designate. In its use of the loading areas the Tenant
         shall not obstruct or permit the obstruction of said loading area and
         at no time shall park or allow its officers, agents or employees to
         park vehicles therein except for loading and unloading.

10.      Landlord shall have the right, exercisable without notice and without
         liability to any Tenant to change the name and street address of the
         Building.

11.      The persons employed to move equipment in or out of the Building must
         be acceptable to Landlord. Landlord shall have the right to prescribe
         the weight, size and position of all equipment, materials, furniture or
         other property brought into the Building. Heavy objects shall if
         considered necessary by Landlord, stand on wood strips of such
         thickness as is necessary to properly distribute the weight. Landlord
         will not be responsible for loss or damage to any such property from
         any cause, and all damage done to the Building by moving or maintaining
         such property shall be repaired at the expense of Tenant.

12.      No curtains, draperies, blinds, shutters, shades, screens or other
         coverings, hangings or decorations shall be attached to, hung or placed
         in, or used in connection with any window of the Building without prior
         written consent of Landlord. In any event, with the prior written
         consent of Landlord, such items shall be installed on the office side
         of Landlord's standard window covering and shall in no way be visible
         from the exterior of the Building.

13.      No Tenants shall obtain for use in the premises, ice, drinking water,
         food beverage, towel or other similar services, except at such
         reasonable regulations as may be fixed by Landlord.

14.      Each Tenant shall see that the doors of its premises are closed and
         locked and that all water faucets, water apparatus and utilities are
         shut off before Tenant or Tenant's employees leave the premises, so as
         to prevent waste or damage, and for any default or carelessness in this
         regard Tenant shall make good all injuries sustained by other tenants
         or occupants of the Building or Landlord.



15.      No Tenant shall use any portion of the common area for any purpose when
         the premises of such Tenant are not open for business or conducting
         work in preparation therefore.

16.      The requirements of the Tenants will be attended to only upon
         application by telephone or in person at the office of the Building
         Employees of Landlord shall not perform any work or do anything outside
         of their regular duties unless under special instruction from Landlord.

17.      Landlord may waive any one or more of these Rules and Regulations from
         the benefit of any particular Tenant or Tenants, but no such waiver by
         Landlord shall be construed as a waiver of such Rules and Regulations
         in favor of any other Tenant or Tenants, nor prevent Landlord from
         thereafter enforcing any such Rules and Regulations against any or all
         of the Tenant of the Building.

18.      These Rules and Regulations are in addition to and shall not be
         construed to in any way modify, alter or amend, in whole or in part,
         the terms, covenants, agreements and conditions of any Lease of
         premises in the Building.

19.      Landlord reserves the right to make such other and reasonable rules and
         regulations as in its judgment may from time to time be needed for the
         safety, care and cleanliness of the Building, and for the preservation
         of good order therein.

20.      THIS IS A NON SMOKING FACILITY

21.      NO ANIMAL (S) of any kind will be allowed on or in the office building,
                  parking lot or any common areas. NO PETS of any kind are
                  allowed on or in the office building, parking lot or any of
                  the common areas. NO SECURITY ANIMALS of any kind will allowed
                  on or in the office building, parking lot or any of the common
                  areas. THE ONLY EXCEPTION WILL BE THOSE INDIVIDUALS WHO
                  REQUIRE THE ASSISTANCE OF AN ANIMAL QUALIFIED UNDER A STATE OR
                  FEDERAL REGULATION SUCH AS THE "AMERICANS WITH DISABILITIES
                  ACT."


EXHIBIT "F"

GUARANTY OF LEASE

GUARANTOR                  Michael Shustek

DESCRIPTION OF LEASE:      General Office Lease

DATE:                      August 1, 2002

LANDLORD:                  2901 El Camino, Las Vegas, NV LLC

TENANT:                    Vestin Group

PREMISES:                  Del Mar Building- Suite(s) 200

                                                    (Approx. 1250 Sq. Ft. gross)

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are
                           hereby acknowledged, the undersigned ("Guarantor")
                           hereby unconditionally and irrevocably guarantees
                           Tenant's full and faithful performance of each and
                           every term, covenant and condition of the above
                           referenced lease (the "Lease"), including, but not
                           limited to, the payment of all rent (and other sums
                           to be paid to Landlord by Tenant) at the time and in
                           the manner required by the Lease. No amendment,
                           modification, extension, release, waiver or comprise
                           of the Lease, or of any term, covenant or condition
                           thereof, or of any party thereto, shall affect,
                           terminate or impair this Guaranty, and this Guaranty
                           shall remain in full force and effect notwithstanding
                           any such event. The undersigned hereby agrees to
                           indemnify Landlord against, and to hold Landlord
                           free, clear and harmless from, any and all liability,
                           loss, costs, charges, penalties, obligations,
                           expenses, attorneys' fees, litigation, judgements,
                           damages, claims and demands of any kind whatsoever in
                           connection with arising out of or by reason of the
                           assertion by Tenant of any defense of its obligations
                           under the Lease or the assertion by Guarantor of any
                           defense to its obligations hereunder, Guarantor
                           waives any right or claim of right to cause a
                           marshaling of Tenant's assets or to require Landlord
                           to proceed against Guarantor or Tenant or any
                           security for the Lease or this Guaranty in any
                           particular order and Guarantor agrees that any
                           payments or performance required to be made hereunder
                           shall become due upon demand in accordance with the
                           terms hereof immediately upon the happening of a
                           default under the Lease, whether or not Guarantor has
                           been given notice of such default, and Guarantor
                           hereby expressly waives and relinquishes all rights
                           and remedies accorded by applicable law to
                           guarantors, including, but not limited to, notice of
                           default, any failure to pursue Tenant or its
                           property, any defense



                           arising by reason of any defense of Tenant or by
                           reason of the cessation of the liability of Tenant
                           of any defense by reason of the assertion by Landlord
                           against Tenant of any of the rights or remedies
                           reserved to Landlord pursuant to the provisions of
                           the said Lease, or by reason of Summary or other
                           proceedings against Tenant.

No delay on Landlord's part in exercising (or giving notice of) any right, power
                           or privilege under this Guaranty, the Lease or any
                           other document executed in connection therewith,
                           shall operate as a waiver of any such privilege,
                           power or right.

Guarantor agrees that any judgement rendered against Tenant for monies or
                           performance due Landlord shall in every and all
                           respects bind and be conclusive against Guarantor to
                           the same extent as if Guarantor had appeared in any
                           such proceeding and judgment therein had been
                           rendered against Guarantor. Guarantor subordinates to
                           Tenant's obligations to Landlord all indebtedness of
                           Tenant to Guarantor, whether now existing or
                           hereafter contracted, whether direct or indirect,
                           contingent or determined.

The terms, covenants and conditions contained in this Guaranty shall inure to
                           the benefit of, and be binding upon, the successors
                           and assigns of Landlord and Guarantor, respectively.

If any term, covenant or condition of the Guaranty, or any application thereof,
                           should be held by a court of competent jurisdiction
                           to be invalid, void or unenforceable, all terms,
                           covenants and conditions of this Guaranty, and all
                           applications thereof, not held invalid, void or
                           unenforceable shall continue in full force and effect
                           and shall in no way be affected, impaired or
                           invalidated thereby.

This Guaranty may not be modified, amended, terminated or changed except in a
                           written document duly executed by Landlord and
                           Guarantor.

In this Guaranty, whenever the context so requires, the masculine gender
                           includes the feminine and/or neuter, and the singular
                           number includes the plural.

This Guaranty shall be construed in accordance with its intent and without
                           regard to any presumption or other rule requires
                           construction against the party causing the same to be
                           drafted.

The laws of the State of Nevada shall govern the validity, construction,
                           performance and effect of this Guaranty.

Should Guarantor consist of more than one person or entity, then in such event,
                           all such persons and entities shall be jointly and
                           severally liable as Guarantor hereunder.

DATED this July day of 23 2002.

Guarantor:  MICHAEL SHUSTEK

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Michael V. Shustek, Chief Executive Officer, President and Director of Vestin Group, Inc., certify that:

1.	I have reviewed this annual report on Form 10-KSB/A-2 (this “Form 10-KSB/A-2”) of Vestin Group, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Vestin Group, Inc. as of, and for, the periods presented in this report;
4.	Vestin Group, Inc.’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for Vestin Group, Inc. and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Vestin Group, Inc., including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Paragraph omitted pursuant to SEC Release Nos. 33-82377 and 34-47986;
(c)	Evaluated the effectiveness of Vestin Group, Inc.’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and
(d)	Disclosed in this report any changes in Vestin Group, Inc.’s internal control over financial reporting that occurred during Vestin Group, Inc.’s most recent fiscal quarter that has materially affected or is reasonably likely to materially affect Vestin Group, Inc.’s internal control over financial reporting; and

5. Vestin Group, Inc.’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Vestin Group, Inc.’s auditors and the audit committee of Vestin Group, Inc.’s board of directors (or persons performing the equivalent function):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect Vestin Group, Inc.’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in Vestin Group, Inc.’s internal control over financial reporting.

/s/ Michael V. Shustek

Michael V. Shustek
Chief Executive Officer, President and Director
Dated: August 4, 2004

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Lance K. Bradford, Chief Financial Officer of Vestin Group, Inc., certify that:

1.	I have reviewed this annual report on Form 10-KSB/A-2 (this “Form 10-KSB/A-2”) of Vestin Group, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Vestin Group, Inc. as of, and for, the periods presented in this report;
4.	Vestin Group, Inc.’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for Vestin Group, Inc. and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Vestin Group, Inc., including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Paragraph omitted pursuant to SEC Release Nos. 33-82377 and 34-47986;
(c)	Evaluated the effectiveness of Vestin Group, Inc.’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and
(d)	Disclosed in this report any changes in Vestin Group, Inc.’s internal control over financial reporting that occurred during Vestin Group, Inc.’s most recent fiscal quarter that has materially affected or is reasonably likely to materially affect Vestin Group, Inc.’s internal control over financial reporting; and

5. Vestin Group, Inc.’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Vestin Group, Inc.’s auditors and the audit committee of Vestin Group, Inc.’s board of directors (or persons performing the equivalent function):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect Vestin Group, Inc.’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in Vestin Group, Inc.’s internal control over financial reporting.

/s/ Lance K. Bradford

Lance K. Bradford
Chief Financial Officer
Dated: August 4, 2004

EX-32

EXHIBIT 32

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350

Michael V. Shustek, as Chief Executive Officer, President and Director of Vestin Group, Inc. (the “Registrant”), and Lance K. Bradford, as Chief Financial Officer of the Registrant, hereby certify, pursuant to 18 U.S.C. §1350, that

(1)	the Registrant’s Report on Form 10-KSB/A-2 for the period ended December 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the applicable requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Dated: August 4, 2004	/s/ Michael V. Shustek
	Michael V. Shustek
	Chief Executive Officer, President and Director

Dated: August 4, 2004	/s/ Lance K. Bradford
	Lance K. Bradford
	Chief Financial Officer