VESTIN
REALTY TRUST II, INC.
 ARTICLES
OF INCORPORATION
 
 ARTICLE I
 
 Incorporator
 
 The undersigned, Ben Chung, whose address is 555 West Fifth Street, Los Angeles,
California 90012 being at least 18 years of age, does hereby form a
Corporation under the general corporation laws of the State of
Maryland.
 
 ARTICLE II
 
 Name
 The name of the Corporation is:
 Vestin Realty Trust II, Inc. (the
  "Corporation").
 
 ARTICLE III
 
 Purpose;
Term of Existence
 
 The purposes for which the Corporation is formed are to engage in any lawful act
or activity (including, without limitation or obligation, engaging in business
as a real estate investment trust under the Internal Revenue Code of 1986, as
amended, or any successor statute (the "Code")) for which corporations may be
organized under the general laws of the State of Maryland as now or hereafter in
force. For purposes of these Articles, “REIT” means a real estate investment
trust under Sections 856 through 860 of the Code.
 
 The Corporation's existence shall continue until December 31, 2020 unless
earlier terminated by operation of law or unless extended by the affirmative
vote of not less than a majority of all votes entitled to be cast on the
matter.
 ARTICLE IV
 
 Principal Office in State
and Resident Agent
 
 The address of the principal office of the Corporation in the State of Maryland
is 300 E Lombard Street, Baltimore, MD 21202. The name of the resident
agent of the Corporation in the State of Maryland is Corporation
Trust Incorporated, whose post office address is The Corporation Trust
Incorporated, 300 E Lombard Street, Baltimore, MD 21202. The resident
agent is a Maryland corporation.
 
 ARTICLE V
 
 Provisions
for Defining, Limiting
 
 and
Regulating Certain Powers of the
 
 Corporation
and of the Stockholders and Directors
 
  
  Section 5.1     Number
of Directors. The business and
affairs of the Corporation shall be managed under the direction of the Board of
Directors. The number of directors of the Corporation initially shall be five
(5), which number may be increased or decreased pursuant to the Bylaws, but
shall never be less than the minimum number required by the Maryland General
Corporation Law ("MGCL"), nor more than fifteen (15). Directors are divided into
three classes, as nearly equal in number as possible, with respect to the time
for which they shall severally hold office. Directors of one class shall
initially hold office for one year or until the annual election occurring in the
year 2007; another class shall initially hold office for two years or until the
annual election occurring in the year 2008; and another class shall initially
hold office for three years or until the annual election occurring in the year
2009; and, in each case, until their successors shall be duly elected and shall
qualify. At each future annual meeting of the stockholders, the successors to
the class of directors whose terms shall expire at that time shall be elected to
hold office for a term expiring at the annual meeting of stockholders held in
the third year following the year of their election and until their successors
shall be duly elected and qualify, so that the term of office of one class of
directors shall expire in each year.
 
 The names of the directors who shall serve until their successors are duly
elected and qualify are:
 Fredrick
      J. Zaffarese Leavitt  Class 1 (term expiring
    2007)John E.
      Dawson Class 2 (term expiring 2008)Roland
      M. Sansone  Class 2 (term expiring 2008)Michael
      V. Shustek  Class 3 (term expiring 2009)Robert
      J. Aalberts  Class 3 (term expiring 2009)
 
 These
directors may increase the number of directors and may fill any vacancy, whether
resulting from an increase in the number of directors or otherwise, on the Board
of Directors occurring before the first annual meeting of stockholders in the
manner provided in the Bylaws.
 
 The Corporation elects, at such time as it becomes eligible to make the election
provided for under Section 3-802(b) of the MGCL, that, except as may be
provided by the Board of Directors in setting the terms of any class or series
of stock, any and all vacancies on the Board of Directors may be filled only by
the affirmative vote of a majority of the remaining directors in office, even if
the remaining directors do not constitute a quorum, and any director elected to
fill a vacancy shall serve for the remainder of the full term of the
directorship in which such vacancy occurred.
 
 Section 5.2     Extraordinary
Actions. Except
as specifically provided in Section 5.8 (relating to removal of directors)
and in the terms of any class or series of stock, notwithstanding any provision
of law permitting or requiring any action to be taken or approved by the
affirmative vote of the holders of shares entitled to cast a greater number of
votes, any such action shall be effective and valid if taken or approved by the
affirmative vote of holders of shares entitled to cast a majority of all the
votes entitled to be cast on the matter.
 
 Section 5.3     Authorization
by Board of Stock Issuance. The Board of Directors may authorize the
issuance from time to time of shares of stock of the Corporation of any class or
series, whether now or hereafter authorized, or securities or rights convertible
into shares of its stock of any class or series, whether now or hereafter
authorized, for such consideration as the Board of Directors may deem advisable
(or without consideration in the case of a stock split or stock dividend),
subject to such restrictions or limitations, if any, as may be set forth in
these Articles or the Bylaws.
  
  
 Section 5.4     Preemptive
Rights. Except
as may be provided by the Board of Directors in setting the terms of classified
or reclassified shares of stock pursuant to Section 5.4 or as may otherwise
be provided by contract, no holder of shares of stock of the Corporation shall,
as such holder, have any preemptive right to purchase or subscribe for any
additional shares of stock of the Corporation or any other security of the
Corporation which it may issue or sell.
 
 Section 5.5     Indemnification. The Corporation shall have
the power, to the maximum extent permitted by Maryland law in effect from time
to time, to obligate itself to indemnify, and to pay or reimburse reasonable
expenses in advance of final disposition of a proceeding to, (a) any
individual who is a present or former director or officer of the Corporation or
(b) any individual who, while a director of the Corporation and at the
request of the Corporation, serves or has served as a director, officer, partner
or trustee of another corporation, real estate investment trust, partnership,
joint venture, trust, employee benefit plan or any other enterprise from and
against any claim or liability to which such person may become subject or which
such person may incur by reason of his status as a present or former director or
officer of the Corporation (an individual described in (a) or
(b) above, an "Indemnified Party"). The Corporation shall have the power,
with the approval of the Board of Directors, to provide such indemnification and
advancement of expenses to (1) a person who served a predecessor of the
Corporation in any of the capacities described in (a) or (b) above,
(2) any person who was an indemnified party as defined in and pursuant to
the Amended and Restated Limited Liability Company Operating Agreement of Vestin
Fund II, LLC and (3) to any employee or agent of the Corporation or a
predecessor of the Corporation.
 
 Section 5.6     Determinations
by Board. The
determination as to any of the following matters, made in good faith by or
pursuant to the direction of the Board of Directors consistent with these
Articles and in the absence of actual receipt of an improper benefit in money,
property or services or active and deliberate dishonesty established by a court,
shall be final and conclusive and shall be binding upon the Corporation and
every holder of shares of its stock: the amount of the net income of the
Corporation for any period and the amount of assets at any time legally
available for the payment of dividends, redemption of its stock or the payment
of other distributions on its stock; the amount of paid-in surplus, net assets,
other surplus, annual or other net profit, net assets in excess of capital,
undivided profits or excess of profits over losses on sales of assets; the
amount, purpose, time of creation, increase or decrease, alteration or
cancellation of any reserves or charges and the propriety thereof (whether or
not any obligation or liability for which such reserves or charges shall have
been created shall have been paid or discharged); any interpretation of the
terms, preferences, conversion or other rights, voting powers or rights,
restrictions, limitations as to dividends or distributions, qualifications or
terms or conditions of redemption of any class or series of stock of the
Corporation; the number of shares of stock of any class of the Corporation; the
fair value, or any sale, bid or asked price to be applied in determining the
fair value, of any asset owned or held by the Corporation; any matter relating
to the acquisition, holding and disposition of any assets by the Corporation; or
any other matter relating to the business and affairs of the Corporation; or
required or permitted by applicable law, the Charter or Bylaws or otherwise to
be determined by the Board of Directors.
 
 Section 5.7     REIT
Qualification. So long as the
Corporation has elected to qualify for federal income tax treatment as a REIT,
the Board of Directors shall use its reasonable best efforts to take such
actions as are necessary or appropriate to preserve the status of the
Corporation as a REIT; however, if the Board of Directors determines that it is
no longer in the best interests of the Corporation to continue to be qualified
as a REIT, the Board of Directors may revoke or otherwise terminate the
Corporation’s REIT election pursuant to Section 856(g) of the Code, at
which time the provisions of Article VII hereof shall be void ab
initio.
 
 Section 5.8     Removal
of Directors. Any director, or the
entire Board of Directors, may be removed from office at any time, but only for
cause and then only by the affirmative vote of at least a majority of the votes
entitled to be cast generally in the election of directors. For the purpose of
this paragraph, “cause” shall mean, with respect to any particular director,
conviction of a felony or a final judgment of a court of competent jurisdiction
holding that such director caused demonstrable, material harm to the Corporation
through bad faith or active and deliberate dishonesty.
 
  
  Section 5.9     Rights
of Objecting Stockholders. Holders of shares of stock
of the Corporation shall not be entitled to exercise any rights of an objecting
stockholder provided for under Title 3, Subtitle 2 of the MGCL unless
the Board of Directors of the Corporation, upon the affirmative vote of a
majority of the entire Board of Directors, shall determine that such rights
shall apply, with respect to all or any classes or series of stock, to a
particular transaction or all transactions occurring after the date of such
determination in connection with which holders of such shares of stock of the
Corporation would otherwise be entitled to exercise such rights.
 
 ARTICLE VI
 
 Stock
 
 Section 6.1     Authorized
Shares. The
Corporation has authority to issue 100,000,000 shares of stock, consisting
of 100,000,000 shares of Common Stock, $.0001 par value per share
("Common Stock") and 1,000,000 shares of Preferred Stock, $.0001 par
value per share (the "Preferred Stock"). The aggregate par value of all
authorized shares of stock having par value is $10,100. The Preferred Stock
shall be designated and shall be issued solely for purposes of the Rights
Agreement by and between the Corporation and StockTrans Inc. To the extent
permitted by the MGCL, the Board of Directors, without any action by the
stockholders of the Corporation, may amend these Articles from time to time to
increase or decrease the aggregate number of shares of common stock or the
number of shares of common stock of any class or series that the Corporation has
authority to issue. The Board of Directors may not amend these Articles to
increase the aggregate number of shares of preferred stock or to reclassify
shares of common stock into preferred stock without the affirmative vote of a
majority of all votes of the stockholders of the Corporation entitled to be
cast.
 
 Section 6.2     Common
Stock.
(a) Voting. Subject to the provisions
of Article VII, each share of Common Stock shall entitle the holder thereof
to one vote. The Board of Directors may reclassify any unissued shares of Common
Stock from time to time in one or more classes or series of Common
Stock.
 
 (b) Dividend
or Distribution Rights. The Board of Directors from
time to time may authorize, and the Corporation may pay to stockholders, such
dividends or other distributions in cash or other property as the Board in its
discretion may determine. The Board shall endeavor to authorize, and the
Corporation may pay, such dividends and distributions as are necessary for the
Corporation to qualify as a REIT under the Code; provided, however,
stockholders shall have no right to any dividend or distribution unless and
until authorized by the Board and declared by the Corporation. The exercise of
the powers and rights of the Board pursuant to this Section 6.2 is subject
to the provisions of any class or series of shares at the time outstanding. The
receipt by any person in whose name any shares are registered on the records of
the Corporation or by his or her duly authorized agent shall be a sufficient
discharge for all dividends or distributions payable or deliverable in respect
of such shares and from all liability regarding the application
thereof.
 
 (c) Rights
Upon Liquidation. In the event of any voluntary or involuntary
liquidation, dissolution or winding up, or any distribution of the assets of the
Corporation, the aggregate assets available for distribution to holders of the
Common Stock shall be determined in accordance with applicable law and the terms
of these Articles. Each holder of Common Stock shall be entitled to receive,
ratably with each other holder of Common Stock, that portion of such aggregate
assets available for distribution as the number of outstanding shares of Common
Stock held by such holder bears to the total number of shares of Common Stock
then outstanding.
 
  
  Section 6.3     Classified
or Reclassified Shares of Common Stock. Prior to issuance of classified
or reclassified shares of any class or series of Common Stock, the Board of
Directors by resolution shall: (a) designate that class or series to
distinguish it from all other classes and series of stock of the Corporation;
(b) specify the number of shares to be included in the class or series;
(c) set or change, subject to the provisions of Article VII and
subject to the express terms of any class or series of stock of the Corporation
outstanding at the time, the preferences, conversion or other rights, voting
powers, restrictions, including, without limitation, restrictions on
transferability, limitations as to dividends or other distributions,
qualifications and terms and conditions of redemption for each class or series;
and (d) cause the Corporation to file articles supplementary with the State
Department of Assessments and Taxation of Maryland (“SDAT”). Any of the terms of
any class or series of stock set or changed pursuant to clause (c) of this
Section 6.3 may be made dependent upon facts or events ascertainable
outside these Articles (including determinations by the Board of Directors or
other facts or events within the control of the Corporation) and may vary among
holders thereof, provided that the manner in which such facts, events or
variations shall operate upon the terms of such class or series of stock is
clearly and expressly set forth in these Articles supplementary filed with the
SDAT.
 
 Section 6.4     Articles
and Bylaws. All
persons who shall acquire stock in the Corporation shall acquire the same
subject to the provisions of these Articles and the Bylaws.
 
 ARTICLE VII
 
 Restriction
on Transfer and Ownership of Shares
 
 Section 7.1     Definitions. For the purposes
of Article VII, the following terms shall have the following
meanings:
 
 "Beneficial
      Ownership" shall mean ownership of Equity Stock by a Person who is
      or would be treated as an owner of such Equity Stock either actually or
      constructively through the application of Section 544 of the Code, as
      modified by Sections 856(h)(1)(B) and 856(h)(3) of the Code. The
      terms "Beneficial Owner," "Beneficially Own," "Beneficially Owns" and
      "Beneficially Owned" shall have the correlative
  meanings."Charitable
      Beneficiary" shall mean one or more beneficiaries of a Trust, as
      determined pursuant to Section 7.3.6 of this
      Article VII."Code" shall mean
      the Internal Revenue Code of 1986, as amended. All section references to
      the Code shall include any successor provisions thereof as may be adopted
      from time to time."Common
      Stock " shall mean that Common Stock that may be issued
      pursuant to Article VI of these Articles."Constructive
      Ownership" shall mean ownership of Equity Stock by a Person who is
      or would be treated as an owner of such Equity Stock either actually or
      constructively through the application of Section 318 of the Code, as
      modified by Section 856(d)(5) of the Code. The terms "Constructive
      Owner," "Constructively Own," "Constructively Owns" and "Constructively
      Owned" shall have the correlative meanings."Corporation"
      shall have the meaning set forth in the Article II of these
      Articles."Individual"
      means an individual, a trust qualified under Section 401(a) or
      501(c)(17) of the Code, a portion of a trust permanently set aside for or
      to be used exclusively for the purposes described in Section 642(c)
      of the Code, or a private foundation within the meaning of
      Section 509(a) of the Code, provided that a trust described in
      Section 401(a) of the Code and exempt from tax under
      Section 501(a) of the Code shall be excluded from this
      definition."Equity Stock"
      shall mean stock that is either Common Stock, Preferred Stock or any class
      of stock that may be issued by the Corporation from time to
      time.
  
  
 "Initial Date"
      means the date upon which the Articles of Merger between the Corporation
      and Vestin Fund II, LLC are filed with the State Department of
      Assessments and Taxation of Maryland."IRS” means the
      United States Internal Revenue Service."Market Price"
      means the last reported sales price of the Equity Stock on the trading day
      immediately preceding the relevant date as reported on any exchange or
      quotation system over which the Equity Stock may be traded, or if the
      Equity Stock is not then traded over any exchange or quotation system,
      then the market price of the Equity Stock on the relevant date as
      determined in good faith by the Board of Directors of the
      Corporation."Ownership
      Limit"shall mean 9.8% (by value or by number of shares, whichever
      is more restrictive) of the outstanding Equity Stock of the Corporation,
      excluding any such outstanding Equity Stock which is not treated as
      outstanding for federal income tax purposes, or such other percentage as
      may be determined by the Board of Directors pursuant to
      Section 7.9.3. Notwithstanding the foregoing, for purposes of
      determining the percentage ownership of Equity Stock by any Person, shares
      of Equity Stock that may be acquired upon conversion, exchange or exercise
      of any securities of the Corporation directly or constructively held by
      such Person, but not Equity Stock issuable with respect to the conversion,
      exchange or exercise of securities of the Corporation held by other
      Persons, shall be deemed to be outstanding prior to conversion, exchange
      or exercise. The number and value of shares of outstanding Equity Stock of
      the Corporation shall be determined by the Board of Directors in good
      faith, which determination shall be conclusive for all purposes
      hereof."Person" shall
      mean an Individual, corporation, partnership, limited liability company,
      estate, trust, association, joint stock company or other entity and
      individual retirement accounts ("IRAs"); but does not include an
      underwriter acting in a capacity as such in a public offering of shares of
      Equity Stock provided that the ownership of such shares of Equity Stock by
      such underwriter would not result in the Corporation being "closely held"
      within the meaning of Section 856(h) of the Code, or otherwise result
      in the Corporation failing to qualify as a REIT."Preferred Stock"
      shall mean that preferred stock that may be issued pursuant to
      Article VI of these Articles of Incorporation."Purported Beneficial
      Transferee" shall mean, with respect to any purported Transfer (or
      other event) which results in a transfer to a Trust, as provided in
      Section 7.2.2 of this Article VII, the Purported Record
      Transferee, unless the Purported Record Transferee would have acquired or
      owned shares of Equity Stock for another Person who is the beneficial
      transferee or owner of such shares, in which case the Purported Beneficial
      Transferee shall be such Person."Purported Record
      Transferee" shall mean, with respect to any purported Transfer (or
      other event) which results in a transfer to a Trust, as provided in
      Section 7.2.2 of this Article VII, the record holder of the
      shares of Equity Stock if such Transfer had been valid under
      Section 7.2.1 of this Article VII."REIT” shall mean
      a real estate investment trust under Sections 856 through 860 of the
      Code."Restriction Termination
      Date" shall mean the first day on which the Board of Directors of
      the Corporation determines that it is no longer in the best interests of
      the Corporation to attempt to, or continue to, qualify as a
      REIT.
  
  
 "Transfer" shall
      mean any issuance, sale, transfer, gift, assignment, devise, other
      disposition of Equity Stock as well as any other event that causes any
      Person to Beneficially Own or Constructively Own Equity Stock, including
      (i) the granting of any option or entering into any agreement for the
      sale, transfer or other disposition of Equity Stock or (ii) the sale,
      transfer, assignment or other disposition of any securities (or rights
      convertible into or exchangeable for Equity Stock), whether voluntary or
      involuntary, whether such transfer has occurred of record or beneficially
      or Beneficially or Constructively (including but not limited to transfers
      of interests in other entities which result in changes in Beneficial or
      Constructive Ownership of Equity Stock), and whether such transfer has
      occurred by operation of law or otherwise."Trust" shall
      mean each of the trusts provided for in Section 7.3 of this
      Article VII."Trustee" shall
      mean any Person unaffiliated with the Corporation, or a Purported
      Beneficial Transferee, or a Purported Record Transferee, that is appointed
      by the Corporation to serve as trustee of a
  Trust.
 
 Section 7.2     Restriction
on Ownership and Transfers.
 
 7.2.1
                From
      the Initial Date and prior to the Restriction Termination Date and subject
      to Section 7.1.2:
 
 (a) except as provided in Section 7.9 of this Article VII,
      no Person shall Beneficially Own Equity Stock in excess of the Ownership
      Limit;(b) except as provided in Section 7.9 of this Article VII,
      no Person shall Constructively Own Equity Stock in excess of the Ownership
      Limit; and(c) no Person shall Beneficially or Constructively Own Equity Stock
      to the extent that such Beneficial or Constructive Ownership would result
      in the Corporation being “closely
      held” within the meaning of Section 856(h) of the Code, or otherwise
      failing to qualify as a REIT (including but not limited to ownership that
      would result in the Corporation owning (actually or Constructively) an
      interest in a tenant that is described in Section 856(d)(2)(B) of the
      Code if the income derived by the Corporation (either directly or
      indirectly through one or more partnerships or limited liability
      companies) from such tenant would cause the Corporation to fail to satisfy
      any of the gross income requirements of Section 856(c) of the
      Code).
 
 7.2.2     If, during the period commencing on the
Initial Date and prior to the Restriction Termination Date, any Transfer occurs
that, if effective, would result in any Person Beneficially or Constructively
Owning Equity Stock in violation of Section 7.2.1 of this Article VII,
(i) then that number of shares of Equity Stock that otherwise would cause
such Person to violate Section 7.2.1 of this Article VII (rounded up
to the nearest whole share) shall be automatically transferred to a Trust for
the benefit of a Charitable Beneficiary, as described in Section 7.3,
effective as of the close of business on the business day prior to the date of
such Transfer or other event, and such Purported Beneficial Transferee shall
thereafter have no rights in such shares or (ii) if, for any reason, the
transfer to the Trust described in clause (i) of this sentence is not
automatically effective as provided therein to prevent any Person from
Beneficially or Constructively Owning Equity Stock in violation of
Section 7.2.1 of this Article VII, then the Transfer of that number of
shares of Equity Stock that otherwise would cause any Person to violate
Section 7.2.1 shall, subject to Section 7.12, be void ab initio, and the Purported
Beneficial Transferee shall have no rights in such shares.
 
 7.2.3     Subject to Section 7.12 of this
Article VII and notwithstanding any other provisions contained herein,
during the period commencing on the Initial Date and prior to the Restriction
Termination Date, any Transfer of Equity Stock that, if effective, would result
in the Equity Stock of the Corporation being beneficially owned by less than 100
Persons (determined without reference to any rules of attribution) shall be void
ab initio, and the
intended transferee shall acquire no rights in such Equity
Stock.
  
  
 7.2.4     It is expressly intended that the
restrictions on ownership and Transfer described in this Section 7.2 of
Article VII shall apply to restrict the rights of any members or partners
in limited liability companies or partnerships to exchange their interest in
such entities for Equity Stock of the Corporation.
 
 Section 7.3     Transfers
of Equity Stock in Trust.
 
 7.3.1     Upon any purported Transfer or other event
described in Section 7.2.2 of this Article VI, such Equity Stock shall
be deemed to have been transferred to the Trustee in his capacity as trustee of
a Trust for the exclusive benefit of one or more Charitable Beneficiaries. Such
transfer to the Trustee shall be deemed to be effective as of the close of
business on the business day prior to the purported Transfer or other event that
results in a transfer to the Trust pursuant to Section 7.2.2. The Trustee
shall be appointed by the Corporation and shall be a Person unaffiliated with
the Corporation, any Purported Beneficial Transferee, and any Purported Record
Transferee. Each Charitable Beneficiary shall be designated by the Corporation
as provided in Section 7.3.6 of this Article VII.
 
 7.3.2     Equity Stock held by the Trustee shall be
issued and outstanding Equity Stock of the Corporation. The Purported Beneficial
Transferee or Purported Record Transferee shall have no rights in the shares of
Equity Stock held by the Trustee. The Purported Beneficial Transferee or
Purported Record Transferee shall not benefit economically from ownership of any
shares held in trust by the Trustee, shall have no rights to dividends and shall
not possess any rights to vote or other rights attributable to the shares of
Equity Stock held in the Trust.
 
 7.3.3     The Trustee shall have all voting rights and
rights to dividends with respect to Equity Stock held in the Trust, which rights
shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any
dividend or distribution paid prior to the discovery by the Corporation that
shares of Equity Stock have been transferred to the Trustee shall be paid to the
Trustee upon demand, and any dividend or distribution declared but unpaid shall
be paid when due to the Trustee with respect to such Equity Stock. Any dividends
or distributions so paid over to the Trustee shall be held in trust for the
Charitable Beneficiary. The Purported Record Transferee and Purported Beneficial
Transferee shall have no voting rights with respect to the Equity Stock held in
the Trust and, subject to Maryland law, effective as of the date the Equity
Stock has been transferred to the Trustee, the Trustee shall have the authority
(at the Trustee’s sole discretion)
(i) to rescind as void any vote cast by a Purported Record Transferee with
respect to such Equity Stock prior to the discovery by the Corporation that the
Equity Stock has been transferred to the Trustee and (ii) to recast such
vote in accordance with the desires of the Trustee acting for the benefit of the
Charitable Beneficiary; provided, however, that if the Corporation has already
taken irreversible corporate action, then the Trustee shall not have the
authority to rescind and recast such vote. Notwithstanding the provisions of
this Article VII, until the Corporation has received notification that the
Equity Stock has been transferred into a Trust, the Corporation shall be
entitled to rely on its share transfer and other stockholder records for
purposes of preparing lists of stockholders entitled to vote at meetings,
determining the validity and authority of proxies and otherwise conducting votes
of stockholders.
 
 7.3.4     Within 20 days of receiving notice from
the Corporation that shares of Equity Stock have been transferred to the Trust,
the Trustee of the Trust shall sell the shares of Equity Stock held in the Trust
to a Person, designated by the Trustee, whose ownership of the shares of Equity
Stock will not violate the ownership limitations set forth in
Section 7.2.1. Upon such sale, the interest of the Charitable Beneficiary
in the shares of Equity Stock sold shall terminate and the Trustee shall
distribute the net proceeds of the sale to the Purported Record Transferee and
to the Charitable Beneficiary as provided in this Section 7.3.4. The
Purported Record Transferee shall receive the lesser of (i) the price paid
by the Purported Record Transferee for the shares of Equity Stock in the
transaction that resulted in such transfer to the Trust (or, if the event which
resulted in the transfer to the Trust did not involve a purchase of such shares
of Equity Stock at Market Price, the Market Price of such shares of Equity Stock
on the day of the event which resulted in the transfer of such shares of Equity
Stock to the Trust) and (ii) the price per share received by the Trustee
(net of any commissions and other expenses of sale) from the sale or other
disposition of the shares of Equity Stock held in the Trust. Any net sales
proceeds in excess of the amount payable to the Purported Record Transferee
shall be immediately paid to the Charitable Beneficiary together with any
dividends or other distributions thereon.
  
  If, prior
to the discovery by the Corporation that shares of such Equity Stock have been
transferred to the Trustee, such shares of Equity Stock are sold by a Purported
Record Transferee then (x) such shares of Equity Stock shall be deemed to
have been sold on behalf of the Trust and (y) to the extent that the
Purported Record Transferee received an amount for such shares of Equity Stock
that exceeds the amount that such Purported Record Transferee was entitled to
receive pursuant to this Section 7.3.4, such excess shall be paid to the
Trustee upon demand.
 
 7.3.5     Equity Stock transferred to the Trustee shall
be deemed to have been offered for sale to the Corporation, or its designee, at
a price per share equal to the lesser of (i) the price paid by the
Purported Record Transferee for the shares of Equity Stock in the transaction
that resulted in such transfer to the Trust (or, if the event which resulted in
the transfer to the Trust did not involve a purchase of such shares of Equity
Stock at Market Price, the Market Price of such shares of Equity Stock on the
day of the event which resulted in the transfer of such shares of Equity Stock
to the Trust) and (ii) the Market Price on the date the Corporation, or its
designee, accepts such offer. The Corporation shall have the right to accept
such offer until the Trustee has sold the shares of Equity Stock held in the
Trust pursuant to Section 7.3.4. Upon such a sale to the Corporation, the
interest of the Charitable Beneficiary in the shares of Equity Stock sold shall
terminate and the Trustee shall distribute the net proceeds of the sale to the
Purported Record Transferee and any dividends or other distributions held by the
Trustee with respect to such Equity Stock shall thereupon be paid to the
Charitable Beneficiary.
 
 7.3.6     By written notice to the Trustee, the
Corporation shall designate one or more nonprofit organizations to be the
Charitable Beneficiary of the interest in the Trust such that (i) the
shares of Equity Stock held in the Trust would not violate the restrictions set
forth in Section 7.2.1 in the hands of such Charitable Beneficiary and
(ii) each Charitable Beneficiary is an organization described in
Sections 170(b)(1)(A), 170(c)(2) and 501(c)(3) of the Code.
 
 Section 7.4     Remedies
For Breach. If
the Board of Directors or a committee thereof or other designees if permitted by
the MGCL shall at any time determine in good faith that a Transfer or other
event has taken place in violation of Section 7.2 of this Article VII
or that a Person intends to acquire, has attempted to acquire or may acquire
beneficial ownership (determined without reference to any rules of attribution),
Beneficial Ownership or Constructive Ownership of any shares of the Corporation
in violation of Section 7.2 of this Article VII, the Board of
Directors or a committee thereof or other designees if permitted by the MGCL
shall take such action as it deems or they deem advisable to refuse to give
effect or to prevent such Transfer, including, but not limited to, causing the
Corporation to redeem shares of Equity Stock, refusing to give effect to such
Transfer on the books of the Corporation or instituting proceedings to enjoin
such Transfer; provided, however, that any Transfers (or, in the case of events
other than a Transfer, ownership or Constructive Ownership or Beneficial
Ownership) in violation of Section 7.2.1 of this Article VII, shall
automatically result in the transfer to a Trust as described in
Section 7.2.2 and any Transfer in violation of Section 7.2.3 shall,
subject to Section 7.12, automatically be void ab initioirrespective of any
action (or non-action) by the Board of Directors.
 
 Section 7.5     Notice
of Restricted Transfer. Any Person who acquires or
attempts to acquire shares in violation of Section 7.2 of this
Article VII, or any Person who is a Purported Beneficial Transferee such
that an automatic transfer to a Trust results under Section 7.2.2 of this
Article VII, shall immediately give written notice to the Corporation of
such event and shall provide to the Corporation such other information as the
Corporation may request in order to determine the effect, if any, of such
Transfer or attempted Transfer on the Corporation’s status as a
REIT.
 
 Section 7.6     Owners
Required to Provide Information. From the Initial Date and
prior to the Restriction Termination Date, each Person who is a beneficial owner
or Beneficial Owner or Constructive Owner of shares of Equity Stock and each
Person (including the stockholder of record) who is holding shares of Equity
Stock for a beneficial owner or Beneficial Owner or Constructive Owner shall, on
demand, provide to the Corporation a completed questionnaire containing the
information regarding their ownership of such shares, as set forth in the
regulations (as in effect from time to time) of the U.S. Department of
Treasury under the Code. In addition, each Person who is a beneficial owner or
Beneficial Owner or Constructive Owner of shares of Equity Stock and each Person
(including the stockholder of record) who is holding shares of Equity Stock for
a beneficial owner or Beneficial Owner or Constructive Owner shall, on demand,
be required to disclose to the Corporation in writing such information as the
Corporation may request in order to determine the effect, if any, of such
stockholder’s Beneficial Ownership and Constructive Ownership of shares of
Equity Stock on the Corporation’s status as a REIT and to ensure compliance with
the Ownership Limit, or as otherwise permitted by the Board of
Directors.
  
  
 Section 7.7     Remedies
Not Limited.
Nothing contained in this Article VII (but subject to Section 7.12 of
this Article VII) shall limit the authority of the Board of Directors to
take such other action as it deems necessary or advisable to protect the
Corporation and the interests of its stockholders by preservation of the
Corporation’s status as a REIT.
 
 Section 7.8     Ambiguity. In the case of an ambiguity
in the application of any of the provisions of this Article VII, including
any definition contained in Section 7.1, the Board of Directors shall have
the power to determine the application of the provisions of this
Article VII with respect to any situation based on the facts known to it
(subject, however, to the provisions of Section 6.12 of this
Article VII). In the event Article VII requires an action by the Board
of Directors and these Articles fail to provide specific guidance with respect
to such action, the Board of Directors shall have the power to determine the
action to be taken so long as such action is not contrary to the provisions of
Article VII. Absent a decision to the contrary by the Board of Directors
(which the Board may make in its sole and absolute discretion), if a Person
would have (but for the remedies set forth in Section 7.2.2) acquired
Beneficial or Constructive Ownership of Equity Stock in violation of
Section 7.2.1, such remedies (as applicable) shall apply first to the
shares of Equity Stock which, but for such remedies, would have been actually
owned by such Person, and second to shares of Equity Stock which, but for such
remedies, would have been Beneficially Owned or Constructively Owned (but not
actually owned) by such Person, pro rata among the Persons who actually own such
shares of Equity Stock based upon the relative number of the shares of Equity
Stock held by each such Person.
 
 Section 7.9     Exceptions.
 
 7.9.1     Subject to Section 7.2.1(c) of this
Article VII, the Board of Directors, in its sole discretion, may exempt
(prospectively or retroactively) a Person from the limitation on a Person
Beneficially Owning shares of Equity Stock in excess of the Ownership Limit, as
set forth in Section 7.2.1(a) of this Article VII, if the Board
determines that such exemption will not cause any Individual’s Beneficial
Ownership of shares of Equity Stock to violate the Ownership Limit and that any
such exemption will not cause the Corporation to fail to qualify as a REIT under
the Code.
 
 7.9.2     Subject to Section 7.2.1(c) of this
Article VII, the Board of Directors, in its sole discretion, may exempt
(prospectively or retroactively) a Person from the limitation on a Person
Constructively Owning Equity Stock in excess of the Ownership Limit, as set
forth in Section 7.2.1(b) of this Article VII, if the Board determines
that such Person does not and will not own, actually or Constructively, an
interest in a tenant of the Corporation (or a tenant of any entity owned in
whole or in part by the Corporation) that would cause the Corporation to own,
actually or Constructively, more than a 9.8% interest (as set forth in
Section 856(d)(2)(B) of the Code) in such tenant or that any such ownership
would not cause the Corporation to fail to qualify as a REIT under the
Code.
 
 7.9.3     Subject to Section 7.2.1(c) and the
remainder of this Section 7.9.3, the Board of Directors may from time to
time increase the Ownership Limit for one or more Persons and decrease the
Ownership Limit for all other Persons; provided, however, that the decreased
Ownership Limit will not be effective for any Person whose percentage ownership
in Equity Stock is in excess of such decreased Ownership Limit until such time
as such Person’s percentage of Equity Stock equals or falls below the decreased
Ownership Limit, but any further acquisition of Equity Stock in excess of such
percentage ownership of Equity Stock will be in violation of the Ownership
Limit, and, provided further, that the new Ownership Limit would not allow five
or fewer Persons to Beneficially Own more than 49% in value of the outstanding
Equity Stock.
 
 7.9.4     The Board, upon receipt of a ruling from the
Internal Revenue Service or an opinion of counsel in each case to the effect
that the restrictions contained in Section 7.2.1(c) and/or
Section 7.2.3 will not be violated, may exempt (i) a Person from the
Ownership Limit if such Person is not an individual for purposes of
Section 542(a)(2) of the Code (as modified by Section 856(h) of the
Code) or (ii) is an underwriter which participates in a public offering of
the Equity Stock for a period of 90 days following the purchase by such
underwriter of the Equity Stock and the Board obtains such representations and
undertakings from such Person as are reasonably necessary to ascertain that no
individual’s Beneficial Ownership of Equity Stock will violate the Ownership
Limit.
  
  
 7.9.5     Notwithstanding anything herein to the
contrary: (a) in granting a Person an exemption under this Section 7.9
to the Ownership Limit, the Board of Directors may require such Person to make
certain representations or undertakings or to agree that any violation or
attempted violation of such representations or undertakings (or other action
which is contrary to the restrictions contained in Section 7.2 of this
Article VII) will result in such Equity Stock being transferred to a Trust
in accordance with Section 7.2.2 of this Article VII; (b) prior
to granting any exception pursuant to this Section 7.9, the Board of
Directors may require a ruling from the IRS, or an opinion of counsel, in either
case in form and substance satisfactory to the Board of Directors in its sole
discretion, as it may deem necessary or advisable in order to determine or
ensure the Corporation’s status as a REIT; and (c) any exemption of a
Person to the Ownership Limit under this Section 7.9 shall not allow the
Person to exceed 15.0% of the value of the outstanding Equity Stock of the
Corporation.
 
 Section 7.10     Legends. Each certificate for Equity
Stock shall bear substantially the following legends:
 
 Restriction
on Ownership and Transfer
 
 THE
SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE
CORPORATION’S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST
(“REIT”) UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE
CORPORATION’S CHARTER, (i) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN
SHARES OF THE CORPORATION’S EQUITY STOCK IN EXCESS OF 9.8% (BY VALUE OR BY
NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING EQUITY STOCK
OF THE CORPORATION; (ii) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN
SHARES OF EQUITY STOCK THAT WOULD RESULT IN THE CORPORATION BEING “CLOSELY HELD”
UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE CORPORATION TO FAIL
TO QUALIFY AS A REIT; AND (iii) NO PERSON MAY TRANSFER SHARES OF EQUITY
STOCK IF SUCH TRANSFER WOULD RESULT IN THE EQUITY STOCK OF THE CORPORATION BEING
OWNED BY FEWER THAN 100 PERSONS. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY
OWNS OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF EQUITY STOCK IN
VIOLATION OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION. IF
ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP IS VIOLATED, THE SHARES OF
EQUITY STOCK REPRESENTED HEREBY WILL BE AUTOMATICALLY TRANSFERRED TO THE TRUSTEE
OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION,
THE CORPORATION MAY REDEEM SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE
BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES
THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS
DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED
TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB
INITIO. ALL TERMS IN THIS LEGEND THAT ARE DEFINED IN THE CHARTER OF THE
CORPORATION SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN THE CHARTER OF THE
CORPORATION, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH,
INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH
HOLDER OF SHARES OF EQUITY STOCK ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR
SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL
OFFICE.
 
 Section 7.11     Severability. If any provision of this
Article VII or any application of any such provision is determined to be
invalid by any federal or state court having jurisdiction over the issues, the
validity of the remaining provision shall not be affected and other applications
of such provisions shall be affected only to the extent necessary to comply with
the determination of such court.
 
 Section 7.12     Exchange
or Nasdaq Transactions. Nothing in this
Article VII shall preclude the settlement of any transaction entered into
through the facilities of the any exchange or the Nasdaq National Market. The
shares of Equity Stock that are the subject of such a transaction shall continue
to be subject to the provisions of this Article VII after such
settlement.
  
  
 Section 7.13     Enforcement. The Corporation is
authorized specifically to seek equitable relief, including injunctive relief,
to enforce the provisions of this Article VII.
 
 Section 7.14     Non-Waiver. No delay or failure on the
part of the Corporation or the Board of Directors in exercising any right
hereunder shall operate as a waiver of any right of the Corporation or the Board
of Directors, as the case may be, except to the extent specifically waived in
writing.
 
 ARTICLE VIII
 
 Amendments
and Transactions Outside
 
 the
Ordinary Course of Business
 
 The Corporation reserves the right from time to time to make any amendment to
its Articles, now or hereafter authorized by law, including any amendment
altering the terms or contract rights, as expressly set forth in these Articles,
of any shares of outstanding stock. All rights and powers conferred by these
Articles on stockholders, directors and officers are granted subject to this
reservation. Except as otherwise set forth herein, any amendment to these
Articles shall be valid only if approved by the affirmative vote of a majority
of all the votes entitled to be cast on the matter. In addition, the Corporation
shall not dissolve or terminate the Corporation, merge, reorganize, sell all or
substantially all of its assets, engage in a share exchange or engage in similar
transactions in one or a series of related transactions outside the ordinary
course of business unless approved by the affirmative vote of not less than a
majority of all votes entitled to be cast on the matter.
 
 ARTICLE IX
 
 Limitation
of Liability
 
 To the maximum extent that Maryland law in effect from time to time permits
limitation of the liability of directors and officers of a corporation, no
director or officer of the Corporation shall be liable to the Corporation or its
stockholders for money damages. Neither the amendment nor repeal of this
Article IX, nor the adoption or amendment of any other provision of these
Articles or Bylaws inconsistent with this Article IX, shall apply to or
affect in any respect the applicability of the preceding sentence with respect
to any act or failure to act which occurred prior to such amendment, repeal or
adoption.
 
 ARTICLE X
 
 Invalidity
 
 In the event that any term, provision, sentence or paragraph of this Articles of
the Corporation is declared by a court of competent jurisdiction to be invalid
or unenforceable, such term, provision, sentence or paragraph shall be deemed
severed from the remainder of these Articles, and the balance of these Articles
shall remain in effect and be enforced to the fullest extent permitted by law
and shall be construed to preserve the intent and purposes of these Articles.
Any such invalidity or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such term, provision, sentence or paragraph of these
Articles in any other jurisdiction.
 
 (signature
page follows)
 
  
  
 IN WITNESS WHEREOF, the undersigned has signed these Articles of Incorporation
and acknowledged the same to be my act on this 3rd day of January,
2006.
 
 By:
              /s/
      Ben Chung
 
 Incorporator
 
  
  VESTIN REALTY MORTGAGE II,
INC.
 
 ARTICLES
OF AMENDMENT
 
 THIS IS
TO CERTIFY THAT:
 
 FIRST:  The
charter of Vestin Realty Mortgage II, Inc., a Maryland corporation (the
“Corporation”), is hereby amended to provide that every 2.6 shares of Common
Stock, $.0001 par value per share, of the Corporation, which were issued and
outstanding immediately prior to the Effective Time (as defined below) shall be
changed into one issued and outstanding share of Common Stock, $.00026 par value
per share.  No fractional shares of Common Stock of the Corporation
will be or remain issued upon such amendment and each stockholder otherwise
entitled to a fractional share shall be entitled to receive in lieu thereof cash
in an amount equal to the product of the fraction of a share multiplied by the
closing price of the Common Stock as reported by The NASDAQ Stock Market on the
date of the Effective Time.
 
 SECOND:  The
amendment to the charter of the Corporation as set forth above has been duly
approved by a majority ofthe Board of Directors
of the Corporation as required by the Maryland General Corporation Law (the
“MGCL”).  Pursuant to Section 2-309(e)(2) of the MGCL, no stockholder
approval was required.  The Board of Directors of the Corporation has
authorized the Chief Financial Officer of the Corporation to attest these
Articles of Amendment.
 
 THIRD:  There
has been no increase in the authorized stock of the Corporation effected by the
amendment to the charter of the Corporation as set forth above.
 
 FOURTH:  These
Articles of Amendment shall become effective at 5:00 p.m. on December 31, 2007
(the “Effective Time”).
 
 FIFTH:  The
undersigned President acknowledges these Articles of Amendment to be the
corporate act of the Corporation and, as to all matters or facts required to be
verified under oath, the undersigned President acknowledges that, to the best of
his knowledge, information and belief, these matters and facts are true in all
material respects and that this statement is made under the penalties for
perjury.
 
 [SIGNATURE
PAGE FOLLOWS]
 
  
  
 
 IN WITNESS WHEREOF, the Corporation has
caused these Articles of Amendment to be executed in its name and on its behalf
by its President and attested to by its Chief Financial Officer on this 20th day of
December, 2007.
 
 ATTEST:                                                                VESTIN
REALTY MORTGAGE II, INC.
 
 
 By:
              /s/ Rocio
      Revollo
              
              By:
              /s/ Michael V.
      ShustekRocio
      Revollo
              
              
              Michael
      V. ShustekChief
      Financial Officer
              
              
              President
 
  
  
 VESTIN REALTY MORTGAGE II,
INC.
 
 ARTICLES
OF AMENDMENT
 
 THIS IS
TO CERTIFY THAT:
 
 FIRST:  The
charter of Vestin Realty Mortgage II, Inc., a Maryland corporation (the
“Corporation”), is hereby amended to decrease the par value of the shares of
Common Stock of the Corporation issued and outstanding immediately prior to the
filing of these Articles of Amendment from $.00026 per share to $.0001 per
share.
 
 SECOND:  The
amendment to the charter of the Corporation as set forth above has been duly
approved by a majority ofthe entire Board of
Directors of the Corporation as required by law.  The amendment set
forth herein is limited to a change expressly authorized by Section 2-605(a)(2)
of the Maryland General Corporation Law to be made without action by the
stockholders of the Corporation.  The Board of Directors of the
Corporation has authorized the Chief Financial Officer of the Corporation to
attest these Articles of Amendment.
 
 THIRD:  There
has been no increase in the authorized stock of the Corporation effected by the
amendment to the charter of the Corporation as set forth above.
 
 FOURTH:  These
Articles of Amendment shall become effective at 5:01 p.m. on December 31,
2007.
 
 FIFTH:  The
undersigned President acknowledges these Articles of Amendment to be the
corporate act of the Corporation and, as to all matters or facts required to be
verified under oath, the undersigned President acknowledges that, to the best of
his knowledge, information and belief, these matters and facts are true in all
material respects and that this statement is made under the penalties for
perjury.
 
 [SIGNATURE
PAGE FOLLOWS]
 
  
  
 IN WITNESS WHEREOF, the Corporation has
caused these Articles of Amendment to be executed in its name and on its behalf
by its President and attested to by its Chief Financial Officer on this 20th day of
December, 2007.
 
 ATTEST:                                                                VESTIN
REALTY MORTGAGE II, INC.
 
 
 By:
              /s/ Rocio
      Revollo
              
              By:
              /s/ Michael V.
      ShustekRocio
      Revollo
              
              
              Michael
      V. ShustekChief
      Financial Officer
              
              
              President