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                                                                   Exhibit 10.24

                             OFFICE LEASE AGREEMENT

                         THE DEL MAR MORTGAGE BUILDING

                    BASIC LEASE INFORMATION AND DEFINED TERMS

LEASE DATE: JANUARY 5, 2001

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

                         Attention: ERIC D. ROLES, PRESIDENT

                         Telephone: (530) 547-4036

                         Telecopy: (530) 547-4046

TENANT:                  THE VESTIN GROUP
                         d.b.a. VESTIN MORTGAGE, INC.
                         2901 El Camino Ave. suite 206
                         Las Vegas, Nevada 89102

                         Attention: MICHAEL SHUSTEK, COB, CEO

                         Telephone: (702) 227-0965

                         Telecopy: (702) 227-5247

PROJECT        The Del Mar Building
               2901 El Camino Avenue
               Las Vegas, Nevada

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

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LEASED PREMISES:   The portion of the Building designated as the Exercise Suite
                        and generally depicted on Exhibits "B & " as the shaded
                        area.

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


TENANT AREA: 400+- square feet, (gross).

TERM OR LEASE TERM: five Years

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

COMMENCEMENT DATE: March 1, 2001.

EXTENSION TERMS:   One five year term

MINIMUM RENT:      $1.05+- per square foot of Tenant Area for the first Twelve
                        (12) months of the Term as listed below:

(1st year)$1.05+ - per square foot of tenant area, March 1, 2001 to February 28,
       2002 - $420.00 per month, $5,040.00 per year.

(2nd year)$1.05+ - per square foot of tenant area, March 1, 2002 to February 28,
       2003- $420.00 per month, $5,040.00 per year.

(3rd year)$1.10+ - per square foot of tenant area, March 1,2003 to February
       28, 2004 - $440.00 per month, $5,280.00 per year.

(4th year)$1.10+ - per square foot of tenant area, March 1, 2004 to February
       28, 2005- $440.00 per month, $5,280.00 per year.

(5th year)$1.151+ - per square foot of tenant area, March 1, 2005 to February
       28, 2006- $460.00 per month, $5,520.00 per year

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

SECURITY DEPOSIT:        N/A


EXPENSE STOP:            N/A

REPLACEMENT OF LEASE     IT IS MUTUALLY AGREED THAT THIS LEASE, AS OF MARCH
                         1,2001 SHALL

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

                          GENERAL TERMS AND CONDITIONS

1.       DESCRIPTION OF BUILDING AND LEASED PREMISES.

         a.       Leased Premises. Landlord leases to Tenant, and Tenant leases
                  from Landlord, the Leased Premises upon the terms and
                  conditions set forth in this Agreement, the Leased Premises.

         b.       Square Footage. Tenant confirms that it has had ample
                  opportunity to inspect the Leased Premises and Project and to
                  confirm the Total Rentable Area and Tenant Area. Tenant
                  acknowledges that there are several different methods to
                  calculate the square footage, and Tenant has approved the
                  method used to calculate the Total Rentable Area and Tenant
                  Area specified in this Lease.

2.       TERM AND POSSESSION.

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

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

3.       RENT.

         a.       Aggregate Rent. Tenant will pay to Landlord, the aggregate of
                  the Minimum Rent, Parking Charges, Rental Adjustments, and
                  Additional Rent, plus any taxes levied on

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

         b.       Parking Charges. Tenant will pay to Landlord the Parking
                  Charges set forth in Exhibit C.

         c.       Rental Adjustments.

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

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


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

                  iv.      "EXCESS COST" means the amount by which the Operating
                           Costs for any Operational Year exceed the Expense
                           Stop.

                  v.       "RENTAL ADJUSTMENTS" means an amount equal to the
                           product obtained by multiplying the Tenant Area by
                           the quotient derived by dividing the Excess Cost by
                           the Total Rentable Area.

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

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

4.       LEASED PREMISE' USE.

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

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

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

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

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

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


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         occurrence of the damage. If Landlord does not so elect to make the
         repairs, then either party may, by written notice to the other, given
         within 30 days after the end of Landlord's 30 day election period
         described above, terminate this Lease.

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

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

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

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

13.      DEFAULT BY TENANT. Upon breach or default of this Lease by Tenant,
         Landlord may pursue any and all rights, at law or equity, against
         Tenant. Except when Landlord feels reasonably and justifiably insecure
         as to the solvency of the Tenant or its ability to perform its
         obligations under the Lease, Tenant will have 20 days after receipt of
         written notice from Landlord within which to completely cure any
         non-monetary default; however, if the non-monetary default is not
         completely cured within 20 days and Tenant demonstrates to Landlord
         that Tenant is using (and will continue to use) its best efforts to
         completely cure the non-monetary default, Tenant will have the
         additional time to cure as Landlord deems reasonably appropriate under
         the circumstances. In no event, however, will the time period within
         which Tenant must completely cure any non-monetary default extend to a
         period of time greater than 90 days. Without limiting the foregoing, at
         expiration of the term of this Lease or if default is made in the
         payment of Rent or in the performance of any agreements of Tenant
         contained in this Lease, Landlord, or its agent, will have the right to
         enter and take possession of the Leased Premises. In the case of


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         re-entry by Landlord, and Tenant agrees to deliver the Leased Premises
         without process of law, Tenant's rights to occupy or control the Leased
         Premises will immediately cease, and this Lease, at the option of
         Landlord, will terminate. If any default or breach by Tenant occurs,
         the obligations of Tenant under this Lease, including Tenant's
         obligation to pay Rent will not cease, and Tenant will be liable for
         any loss or damage to Landlord for failure to comply with this Lease.
         If Landlord retakes possession of the Leased Premises, Landlord may
         remove and store all personal property of Tenant in any place selected
         by Landlord at the expense and risk of Tenant Landlord may sell any or
         all of the property at public or private sale as provided by law and
         will apply the proceeds of the sale first to the cost of the sale,
         second to the payment of charges for storage, if any, third to the
         payment of other sums that may be due from Tenant to Landlord under the
         terms of this Lease, and fourth the balance, if any, to Tenant. Tenant
         waives all claims for damages that may be caused by Landlord's
         re-entering and taking possession of the Leased Premises, removing,
         storing, and/or selling the property of Tenant. No re-entry of Landlord
         will be considered or construed to be a forcible entry.

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

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

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

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

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

19.      SALE BY LANDLORD. A sale or conveyance of all or any part of the
         Project or Leased Premises will operate to release Landlord from
         liability for events occurring subsequent to the sale or conveyance and
         any express or implied covenants or conditions contained in this Lease,
         Tenant will look solely to Landlord's successor in interest in and to
         this Lease. This Lease will not be affected by any subsequent sale or
         conveyance, and Tenant will attorn to the successor in


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         interest. If Tenant has made a Security Deposit, Landlord may transfer
         the Security Deposit to its successor in interest, and Landlord will be
         discharged from further liability.

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

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

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

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

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

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

26.      LANDLORD'S APPROVAL. Wherever the terms of this Lease require or allow
         Landlord's consent,


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         approval, or satisfaction be given or obtained, the consent, approval,
         or satisfaction will be given or withheld in Landlord's sole and
         absolute discretion, except as otherwise specified in this Lease.

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

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

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

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

LANDLORD

Wildwood Hills Development, Corporation
an Arizona, Corporation

By:
    -----------------------
    Eric D. Roles
    Its: President
                                    TENANT
                                              The Vestin Group
                                              d.b.a. Vestin Mortgage, Inc.
                                              a Nevada, Corporation

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


<PAGE>
                                   EXHIBIT "A"

                             DEL MAR OFFICE BUILDING
                                    PLOT PLAN

                                  [PLOT PLAN]

<PAGE>

                                   EXHIBIT "B"

                            DEL MAR OFFICE BUILDING
                                   THIRD FLOOR
                                  EXERCISE ROOM

                                  [PLOT PLAN]

<PAGE>

                                  EXHIBIT "C"
                                       TO
                             OFFICE LEASE AGREEMENT

                               (Parking Charges)

               TENANT SHALL HAVE NO PARKING PRIVILEGES ASSOCIATED
                     WITH THE LEASE OF THIS EXERCISE SUITE.

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

                  Wildwood Hills Development, Corporation

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


<PAGE>

                  EXHIBIT "D"

                  LEGAL DESCRIPTION

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

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


<PAGE>

                  EXHIBIT "E"

                  RULES AND REGULATIONS

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

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

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

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

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

                  6.       The toilet rooms, toilets, urinals, wash bowls and
                           other apparatus shall not be used for any purpose
                           other than that for which they were constructed, no
                           foreign substance of any kind whatsoever shall be
                           thrown therein. The expense of any breakage, stoppage
                           or


<PAGE>

                           damage resulting from the violation of this rule
                           shall be done by the Tenant who, or whose employees
                           or invites, shall have caused it.

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

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

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

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

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

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

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


<PAGE>

                           Landlord.

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

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

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

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

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

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

                  20.      THIS IS A NON SMOKING FACILITY.

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


<PAGE>

                  EXHIBIT "F"

                  GUARANTY OF LEASE

<TABLE>
<S>                    <C>
GUARANTOR:             Michael Shustek
DESCRIPTION OF LEASE:  Exercise Suite Lease
DATE:                  January 5, 2001
LANDLORD:              Wildwood Hills Development, Corporation
TENANT:                Vestin Group, d.b.a. Vestin Mortgage, Inc.
PREMISES:              Del Mar Building-Exercise Suite.
</TABLE>

                                                     (Approx. 400 sq. ft. gross)

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

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

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


<PAGE>

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

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

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

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

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

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

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

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

                  DATED this                day of                        2001.
                             --------------        ----------------------

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