**Exhibit
      99.2R**





**VESTIN
      REALTY MORTGAGE II, INC.**





**VESTIN
      MORTGAGE, INC.**





**CODE**





**OF**





**BUSINESS
      CONDUCT AND ETHICS**








**TABLE
      OF CONTENTS**








**Page**POLICY
                STATEMENT
            1APPROVALS
                AND WAIVERS
            1CONFLICTS
                OF INTEREST
            1BUSINESS
                RELATIONSHIPS
            2FAIR
                COMPETITION
            2GIFTS,
                GRATUITIES AND OTHER CONSIDERATIONS
            2Gifts
            3Loans
            3Bribes
                and Kickbacks
            3POLITICAL
                CONTRIBUTIONS AND LOBBYING
            3ACCURACY
                OF REPORTS, RECORDS AND
                ACCOUNTS
            4GOVERNMENT
                INVESTIGATIONS
            4REGULATORY
                COMPLIANCE
            5INSIDER
                TRADING; COMMUNICATIONS WITH THIRD
                PARTIES
            5Insider
                Trading
            5Communications
                with the Media and the Financial
                Community
            5Confidential
                Information
            6COMPLIANCE
                AND REPORTING
            6Compliance
            6Reporting
                Procedures and Other
                Inquiries
            6Policy
                Prohibiting Unlawful Retaliation or
                Discrimination
            6








*Table
          of Contents*


**CODE
      OF BUSINESS CONDUCT AND ETHICS**





**VESTIN
      REALTY MORTGAGE II, INC.**


**VESTIN
      MORTGAGE, INC.**





**POLICY
      STATEMENT**





It
      is the
      policy of Vestin Realty Mortgage II, Inc., and its manager, Vestin Mortgage,
      Inc. (referred to collectively as the “Company”) to conduct their affairs in
      accordance with all applicable laws, rules and regulations of the jurisdictions
      in which they do business. This Code of Business Conduct and Ethics (the “Code”)
      applies to the employees, officers and directors of the Company, including
      the
      principal executive officer, principal financial officer, principal accounting
      officer or controller, and persons performing similar functions (“Designated
      Executives”). This Code is the Company’s “code of ethics” as defined in Item 406
      of Regulation S-K of the Securities and Exchange Commission. This Code is
      designed to promote:





|· | honest
              and ethical conduct, including the ethical handling of actual or apparent
              conflicts of interest between personal and professional
              relationships;
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|· | full,
              fair, accurate, timely and understandable disclosure in the reports
              and
              documents the Company files with, or submits to, the Securities and
              Exchange Commission and in other public communications made by the
              Company;
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|· | compliance
              with applicable governmental laws, rules and
              regulations;
|- | ------------------------------------------------------------------------------------------------




|· | the
              prompt internal reporting to the appropriate person of violations of
              this
              Code; and
|- | ---------------------------------------------------------------------------------------------------------------------------------




|· | accountability
              for adherence to this Code.
|- | --------------------------------------------------------




The
      Company has established standards for behavior that affects the Company, and
      employees, officers and directors must comply with those standards. The Company
      promotes ethical behavior and encourages employees to talk to supervisors,
      managers or other appropriate personnel when in doubt about the best course
      of
      action in a particular situation. Directors are encouraged to talk to the
      Company’s Audit Committee Chairman in such situations. Anyone aware of a
      situation that he or she believes may violate or lead to a violation of this
      Code should follow the guidelines under ***“Compliance
      and Reporting”*** below.





**APPROVALS
      AND WAIVERS**





Certain
      provisions of this Code require you to act, or refrain from acting, unless
      prior
      approval is received from the appropriate person. Employees requesting approval
      pursuant to this Code should request such approval from the Company’s Chief
      Financial Officer. Approvals relating to executive officers and directors must
      be obtained from the Company’s Board of Directors. All other approvals may be
      granted by the Chief Financial Officer, or such officer’s designee.





Other
      provisions of this Code require you to act, or refrain from acting, in a
      particular manner and do not permit exceptions based on obtaining an approval.
      Waiver of those provisions relating to executive officers and directors may
      only
      be granted by the Company’s Board of Directors and must be promptly disclosed to
      shareholders. Changes in this Code may only be made by the Board of Directors
      and must be promptly disclosed to shareholders.





**CONFLICTS
      OF INTEREST**





A
      conflict of interest arises when your personal activity, investment or
      association could appear to interfere with your ability to act in the best
      interests of the Company. Employees must discharge their responsibilities on
      the
      basis of what is in the best interest of the Company independent of personal
      consideration or relationships. Non-employee directors must discharge their
      fiduciary duties as directors of the Company. Some examples that are likely
      conflicts of interest are:


-
          1
          -
 *Table
          of Contents*





|· | to
              cause the Company to engage in a business transaction with your relatives
              or friends;
|- | --------------------------------------------------------------------------------------------------------------------




|· | to
              use nonpublic information of the Company or its clients or vendors
              for
              personal gain by you, your relatives or
              friends;
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|· | receive
              a loan, guarantee of obligation or receive more than a modest gift
              from
              the Company or a third party as a result of your position at the Company;
              or
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|· | compete
              or prepare to compete with the Company while still employed by the
              Company.
|- | ---------------------------------------------------------------------------------------------------------------




In
      addition, you are prohibited from taking for yourself personal opportunities
      that are discovered through the use of corporate property, information or
      position without approval. Without approval, you may not use corporate property,
      information or position for personal gain. No employee may compete with the
      Company, directly or indirectly, except as permitted by Company
      policies.





Employees
      should disclose any potential conflicts of interest to the Chief Financial
      Officer or such officer’s designees, who can advise the employee as to whether
      or not the Company believes a conflict of interest exists. An employee should
      also disclose potential conflicts of interest involving the employee’s spouse,
      siblings, parents, in-laws, children and members of the employee’s household.
      Non-employee directors may discuss any concerns with the Company’s Audit
      Committee Chairman.





A
      conflict of interest can also arise because of the business activities of your
      close relations. For example, an employee may have a potential conflict of
      interest wherever a close relative has a significant relationship with, or
      has a
      significant financial interest in, any borrower, vendor or
      competitor.





An
      employee may not make or attempt to influence any decision that could directly
      or indirectly benefit his or her close relative. To protect the employee and
      the
      Company from the appearance of a conflict of interest, he or she should make
      appropriate disclosure of the interest to the Chief Financial Officer or such
      officer’s designee.





**BUSINESS
      RELATIONSHIPS**





The
      Company seeks to outperform its competition fairly and honesty. The Company
      seeks competitive advantages through superior performance, not unethical or
      illegal business practices. Each employee must endeavor to deal fairly with
      the
      Company’s borrowers, vendors, investors, competitors and employees and must not
      take advantage of them through manipulation, concealment, abuse of privileged
      information, misrepresentation of material facts, or any unfair-dealing
      practice.





**FAIR
      COMPETITION**





Fair
      competition laws, including the U.S. antitrust rules, limit what the Company
      can
      do with another company and what the Company can do on its own. Generally,
      the
      laws are designed to prohibit agreements or actions that reduce competition
      and
      harm consumers. You may not enter into agreements or discussions with
      competitors that have the effect of fixing or controlling interest rates or
      loan
      terms, dividing and allocating markets or territories, or boycotting
      borrowers.





**GIFTS,
      GRATUITIES AND OTHER CONSIDERATIONS**





Use
      of
      Company funds or other Company property for illegal, unethical or otherwise
      improper purposes is prohibited. The purpose of business entertainment and
      gifts
      in a commercial setting is to create goodwill and a sound working relationship,
      not to gain personal advantage.


-
          2
          -
 *Table
          of Contents*


**Gifts**





Except
      as
      set out below, without approval by the Chief Financial Officer or such officer’s
      designees, employees must refrain from giving and receiving business-related
      gifts.








|· | No
              Company employee or agent may solicit or accept a gift (including any
              payment, compensation, loan or other financial favor) to or from a
              person
              or organization with the intention of influencing the recipient’s business
              judgment or conduct. Giving or accepting any unsolicited gifts having
              a
              value of not more than $100 where there is a business benefit or purpose
              for the gift and any benefits received do not influence, or appear
              to
              influence, selection and purchasing decisions is
              permitted.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|· | It
              is never appropriate or permissible to accept or give cash or a cash
              equivalent from or to a vendor or borrower outside the Company’s normal
              business. Cash equivalents include, among other things, checks, money
              orders and vouchers.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|· | No
              employee may accept a vendor discount for themselves, or a perquisite
              from
              a borrower or prospective borrower, unless it is generally available
              to
              the public or is approved in advance by the Company’s Chief Executive
              Officer or Chief Financial Officer.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




**Loans**





Employees
      may not accept loans from any person or entities having or seeking business
      with
      the Company. Designated Executives and directors may not receive loans from
      the
      Company, nor may the Company arrange for any loan. However, a loan from a
      financial institution in ordinary course at normal interest rates prevailing
      at
      the time of borrowing is permissible





**Bribes
      and Kickbacks**





The
      use
      of Company funds, facilities or property for any illegal or unethical purpose
      is


strictly
      prohibited.





You
      are
      not permitted to offer, give or cause others to give, any payments or anything
      of value for the purpose of influencing the recipient’s business judgment or
      conduct in dealing with the Company other than facilitating
      payments.





You
      may
      not solicit or accept a kickback or bribe, in any form, for any
      reason.





**POLITICAL
      CONTRIBUTIONS AND LOBBYING**





No
      political contributions are to be made using Company funds or assets, or the
      funds or assets of any Company subsidiary, to any political party, political
      campaign, political candidate or public official in the United States or any
      foreign country, unless the contribution is lawful and expressly authorized.
      In
      addition, you may not make a political contribution on behalf of the Company
      or
      its subsidiaries, or with the appearance that such contribution is being made
      on
      behalf of the Company or its subsidiaries, unless expressly authorized by the
      Company’s Chief Executive Officer of Chief Financial Officer. A “contribution”
is any direct or indirect payment, distribution, loan, advance, deposit, or
      gift
      of money, services or anything of value in connection with an election or to
      an
      organization or group formed to support or defend a referendum or ballot
      issue.





Nothing
      in this Code is intended to discourage you from making contributions of your
      own
      time or funds to political parties or candidates of your choice. However, you
      will not be compensated or reimbursed by the Company for any personal
      contributions.





Employees
      must obtain prior approval to hire outside counsel or a public affairs firm
      to
      contact government officials regarding legislation, regulatory policy, or rule
      making. This includes grassroots lobbying contacts.


-
          3
          -
 *Table
          of Contents*


**ACCURACY
      OF REPORTS, RECORDS AND ACCOUNTS**





As
      you
      are aware, full, fair, accurate, timely and understandable disclosures in Vestin
      Realty Mortgage II, Inc.’s periodic reports filed with the Securities and
      Exchange Commission is legally required and is essential to the success of
      the
      Company’s business. The Company expects that you will exercise the highest
      standard of care in preparing such reports which includes:





maintaining
      all of the Company's accounting records as well as reports produced from those
      records, in accordance with the laws of each applicable
      jurisdiction;





maintaining
      all records fairly and accurately to reflect the transactions and occurrences
      for which they relate;





maintaining
      all records fairly and accurately to reflect in reasonable detail, the Company's
      assets, liabilities, revenues and expenses;





ensuring
      the Company's accounting records do not contain any false of intentionally
      misleading entries;





ensuring
      that none of the Company's transactions are intentionally misclassified as
      to
      accounts, departments or accounting periods;





ensuring
      that all transactions are supported by accurate documentation in reasonable
      detail and recorded in the proper account and in the proper accounting
      period;





never
      concealing information from the internal auditors or the independent auditors
      of
      the Company; and





complying
      with the Company's system of internal accounting controls at all
      times.





In
      addition, you are responsible for the accuracy of your records and reports.
      Accurate information is essential to the Company’s ability to meet legal and
      regulatory obligations and to compete effectively. The records and books of
      account of the Company must meet the highest standards and accurately reflect
      the true nature of the transactions they record. Destruction of any records,
      books of account or other documents except in accordance with the Company’s
      document retention policy is strictly prohibited.





You
      must
      not create false or misleading documents or accounting, financial or electronic
      records for any purpose relating to the Company, and no one may direct an
      employee to do so. For example, expense reports must accurately document
      expenses actually incurred in accordance with Company policies. You must not
      obtain or create “false” invoices or other misleading documentation or invent or
      use fictitious entities, sales, purchases, services, loans or other financial
      arrangements for any purpose relating to the Company. Employees are also
      responsible for accurately reporting time worked.





No
      undisclosed or unrecorded account or fund may be established for any purpose.
      No
      false or misleading entries may be made in the Company’s books or records for
      any reason. No disbursement of corporate funds or other corporate property
      may
      be made without adequate supporting documentation or for any purpose other
      than
      as described in the documents. All employees must comply with generally accepted
      accounting principles and the Company’s internal controls at all
      times.





**GOVERNMENT
      INVESTIGATIONS**





It
      is the
      policy of the Company to cooperate with all government investigations. You
      must
      promptly notify counsel of any government investigation or inquiries from
      government agencies concerning the Company. You may not destroy any record,
      books of account, or other documents relating to the Company except in
      accordance with the Company’s document retention policy. If you are aware of a
      government investigation or inquiry you may not destroy any record, books of
      account, or other documents relating to the Company unless advised by the Chief
      Financial Officer or the officer’s designee, that you may continue to follow the
      Company’s normal document retention policy.


-
          4
          -
 *Table
          of Contents*


You
      must
      not obstruct the collection of information, data or records relating to the
      Company. The Company provides information to the government that it is entitled
      to during an inspection, investigation, or request for information. You must
      not
      lie to government investigators or making misleading statements in any
      investigation relating to the Company. You must not attempt to cause any
      employee to fail to provide accurate information to government investigators.
      Employees have the right to consult their own legal counsel at their own
      expense.





**REGULATORY
      COMPLIANCE**





The
      Company operates in a highly regulated environment and is subject to various
      federal, state and local laws and regulations. The Company and its employees
      must comply with these laws and regulations. Employees are expected to take
      an
      active role by being knowledgeable about all applicable laws and regulations,
      attending trainings and requesting information. Employees are required to
      immediately report any legal or regulatory violations, suspected legal or
      regulatory violations, or potentially harmful or dangerous conditions to a
      supervisor or to the Audit Committee of the Company’s Board of
      Directors.





All
      officers, directors and employees are expected to understand and comply with
      all
      the laws, regulations, internal policies and procedures that apply to them
      in
      their position with the Company. All officers, directors and employees are
      all
      personally responsible for adhering to the standards and restrictions imposed
      by
      laws, regulations, policies and procedures.





**INSIDER
      TRADING; COMMUNICATIONS WITH THIRD PARTIES**





Employees,
      officers and directors who have access to the Company’s confidential information
      are not permitted to use or share that information for stock trading purposes
      or
      for any other purpose except the conduct of our business. In addition to the
      discussion below, the Company has specific policies governing trading in the
      Company’s stock, which all employees, officer and directors are expected to
      understand and strictly adhere to.





**Insider
      Trading**





Inside
      information is material information about a publicly traded company that is
      not
      known by the public. Information is deemed “material” if it could affect the
      market price of a security or if a reasonable investor would attach importance
      to the information in deciding whether to buy, sell or hold a security. Inside
      information typically relates to financial conditions, such as progress toward
      achieving revenue and earnings targets or projections of future earnings or
      losses of the Company. Inside information also includes changes in strategy
      regarding a proposed merger, acquisition or tender offer, new developments
      with
      respect to large loans and other similar information. Inside information is
      not
      limited to information about the Company. It also includes material non-public
      information about others, including the Company’s borrowers.





Insider
      trading is prohibited by law. It occurs when an individual with material,
      nonpublic information trades securities or communicates such information to
      others who trade. The person who trades or “tips” information violates the law
      if he or she has a duty or relationship of trust and confidence not to use
      the
      information.





Trading
      or helping others trade while aware of inside information has serious legal
      consequences, even if the Insider does not receive any personal financial
      benefit. Insiders may also have an obligation to take appropriate steps to
      prevent insider trading by others.





**Communications
      with the Media and the Financial Community**





The
      Company communicates with the press and with the financial community through
      official channels only. The Company provides accurate information about its
      business, to investors, the media, and the general public. All inquiries
      received from financial analysts or the media concerning the Company should
      be
      directed to the Company’s Chief Executive Officer or Chief Financial Officer.
      All legal inquiries concerning the Company or its current or former employees
      should be referred to the Company’s attorneys or the Chief Financial
      Officer.


-
          5
          -
 *Table
          of Contents*


**Confidential
      Information**





You
      must
      maintain the confidentiality of information entrusted to you by the Company
      or
      its borrowers, except when disclosure is authorized or legally mandated.
      Confidential information includes all non-public information, including
      information that might be of use to competitors or harmful to the Company or
      its
      borrowers if disclosed.





**COMPLIANCE
      AND REPORTING**





**Compliance**





Any
      employee who violates the provisions of this Code will be subject to
      disciplinary action, up to and including termination. Willful disregard of
      criminal statutes underlying this Code may require the Company to refer such
      violation for criminal prosecution or civil action.





**Reporting
      Procedures and Other Inquiries**





Questions
      regarding the policies in this Code may be directed to the Chief Financial
      Officer of the Company. Managers and supervisors are also resources who can
      provide timely advice and guidance to employees on ethics and compliance
      concerns and are encouraged to promptly report any concerns brought to their
      attention in their supervisory capacity to the Company’s senior management. Any
      employee having knowledge of, or questions or concerns about, an actual or
      possible violation of the provisions of this Code is encouraged to promptly
      report the matter to his or her immediate supervisor or to the Chairman of
      the
      Audit Committee of the Board.





If
      you
      have concerns relating to the Company’s accounting, internal controls or
      auditing matters, you may also confidentially, and anonymously if you desire,
      submit the information in writing to the Chairman of the Company’s Audit
      Committee. He can be reached by mail at the following address, or you can send
      him an e-mail at the e-mail address below:





P.
      O. Box
      91683


Henderson,
      NV 89009


Rick@lvcpa.biz





When
      submitting concerns, you are asked to provide as much detailed information
      as
      possible. Providing detailed, rather than general, information will assist
      us in
      effectively investigating complaints. This is particularly important when you
      submit a complaint on an anonymous basis, since we will be unable to contact
      you
      with requests for additional information or clarification.





We
      are
      providing these anonymous reporting procedures so that you may disclose genuine
      concerns without feeling threatened. Employees who choose to identify themselves
      when submitting a report may be contacted in order to gain additional
      information.





All
      conversations, calls and reports made under this policy in good faith will
      be
      taken seriously. Any allegations that are knowingly false or without a
      reasonable belief in the truth and accuracy of such information will be viewed
      as a serious disciplinary offense.





**Policy
      Prohibiting Unlawful Retaliation or Discrimination**





Neither
      the Company nor any of its employees may discharge, demote, suspend, threaten,
      harass or in any manner discriminate against any employee in the terms and
      conditions of employment based upon any lawful actions of such employee who
      in
      good faith:





|· | provides
              information or assists in an investigation relating regarding any conduct
              which the employee reasonably believes constitutes a violation of Fraud
              Laws (as defined below); or
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|· | files,
              testifies participates or otherwise assists in a proceeding that is
              filed
              or about to be filed (with any knowledge of the Company) relating to
              an
              alleged violation of a Fraud Law.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-
          6
          -
 *Table
          of Contents*


This
      policy applies in any instance where such information or assistance provided
      to,
      or the investigation is conducted by, a federal regulatory or law enforcement
      agency, any member or committee of Congress, or any person with supervisory
      authority over the employee or the authority to investigate misconduct relating
      to potential securities violations by the Company or its employees. For purposes
      of this policy, a “Fraud Law” is a violation of federal criminal law
      involving:





|· | securities
              fraud, mail fraud, bank fraud or wire, radio or television
              fraud;
|- | --------------------------------------------------------------------------------------------------------




|· | violations
              of SEC rules or regulations; or
|- | --------------------------------------------------------




|· | violations
              of any federal law relating to fraud against
              shareholders.
|- | -------------------------------------------------------------------------------------------------




This
      document is not an employment contract between the Company and its employees,
      nor does it modify their employment relationship with the Company.





This
      Code
      is intended to clarify your existing obligation for proper conduct. The
      standards and the supporting policies and procedures may change from time to
      time in the Company’s discretion. You are responsible for knowing and complying
      with the current laws, regulations, standards, policies and procedures that
      apply to the Company’s work.


-
            7
            -