**Exhibit
        99.2R**
 
 **VESTIN
        REALTY MORTGAGE I, INC.**
 
 **VESTIN
        MORTGAGE, INC.**
 
 **CODE**
 
 **OF**
 
 **BUSINESS
        CONDUCT AND ETHICS**
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 **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
 
 
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  **CODE
        OF BUSINESS CONDUCT AND ETHICS**
 
 **VESTIN
        REALTY MORTGAGE I, INC.**
 **VESTIN
        MORTGAGE, INC.**
 
 
 **POLICY
        STATEMENT**
 
 It
        is the
        policy of Vestin Realty Mortgage I, 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:
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 ·
            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.
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  **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.
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  **ACCURACY
        OF REPORTS, RECORDS AND ACCOUNTS**
 
 As
        you
        are aware, full, fair, accurate, timely and understandable disclosures in
        Vestin
        Realty Mortgage I, 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.
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  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.
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  **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
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  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.
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