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                                                                   Exhibit 10.22

                             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 suite 103 and
                  generally depicted on Exhibit "B" as the shaded area.

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

TENANT AREA:  1,281 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: April 1, 2001.

EXTENSION TERMS:  One five year term

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

(1st year)$1.92+- per square foot of tenant area, April 1, 2001 to March 31,
    2002-$2,460.00 per month, $29,520.00 per year.

(2nd year)$1.92+- per square foot of tenant area, April 1, 2002 to March 31,
    2003-$2,485.00 per month, $29,820.00 per year.

(3rd year)$1.995+- per square foot of tenant area, April 1, 2003 to March 31,
    2004-$2,556.00 per month, $30,672.00 per year.

(4th year)$2.016+- per square foot of tenant area, April 1, 2004 to March 31,
    2005-$2,583.00 per month, $30,996.00 per year.

(5th year)$2.071+- per square foot of tenant area, April 1, 2005 to March 31,
    2006-$2,653.00 per month, $31,836.00 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

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

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

                          GENERAL TERMS AND CONDITIONS

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.

1.       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.

2.       RENT.

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


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                           by the Total Rentable Area.

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

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

4.       LEASED PREMISE' USE.

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

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


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         reasonable control of Landlord. The temporary failure to furnish any of
         the services will not be construed as an eviction of Tenant and will
         not relieve Tenant from the duty of observing and performing any of the
         provision of this Lease so long as Landlord proceeds with reasonable
         diligence to correct any the failure.

6.       REPAIRS AND ALTERATIONS. Tenant agrees by taking possession of the
         Leased Premises that the Leased Premises are then in a tenantable and
         good condition, that Tenant will take good care of the Leased Premises,
         and the Leased Premises will not be altered or changed without the
         prior written consent of Landlord. Tenant waives any right to make
         repairs at Landlord's expense. Tenant will not make changes to locks or
         doors or add, disturb, or in any way change any plumbing, ducting, or
         wiring without first obtaining the written consent of Landlord. All
         damage or injury done to the Project by Tenant or by any persons who
         may be in or upon the Project with the consent of Tenant will be paid
         for by Tenant, and Tenant will pay for all damage to the Project caused
         by Tenant's misuse; however, Tenant will pay for structural damage to
         the Project only if occasioned by negligent, reckless, or intentional
         acts or omissions of Tenant or any other person who may be in or upon
         the Project with the consent (implied or otherwise) of Tenant. All
         repairs to the Leased Premises necessary to maintain the Leased
         Premises in a tenantable and good condition will be done by or under
         the direction of Landlord at Tenant's expense (payable to Landlord
         immediately upon demand) except as otherwise specifically provided in
         this Lease. Tenant will pay for the replacement of doors or windows of
         the Leased Premises that are cracked or broken by Tenant, its
         employees, agents or invites, and Tenant will not put any curtains,
         draperies or other hangings on or beside the windows in the Leased
         Premises without first obtaining Landlord's written consent. Landlord
         may make any alterations or improvements that Landlord may deem
         necessary for the preservation, safety, or improvement of the Project.
         All alteration, 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 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 made within 60
         days after the

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         occurrence of the damage must be evidenced by written notice to Tenant
         within 30 days after the occurrence of the damage. If landlord does not
         so elect to make the repairs, then either party may, by written notice
         to the other, given within 30 days after 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, any 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 make any assignment
         for the benefit of creditors, or if the business conducted on the
         Leased Premises passes into the hands of any receiver, court, trustee,
         or officer, or if the Term of this Leased 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 justifiable 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
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         agent, will have the right to enter and take possession of the Leased
         Premises. In the case of re-entry by Landlord, and Tenant agrees to
         deliver the Leased Premises without process of law, Tenant's rights to
         occupy or control the Leased Premises will immediately cease, and this
         Lease, at the option of Landlord, will terminate. If any default or
         breach by Tenant occurs, the obligations of Tenant under this Lease,
         including Tenant's obligation to pay Rent, will not cease, and Tenant
         will be liable for any loss or damage to Landlord for failure to comply
         with this Lease. If Landlord retakes possession of the Leased Premises,
         Landlord may remove and store all personal property of Tenant in any
         place selected by Landlord at the expense and risk of Tenant. Landlord
         may sell any or all of the property at public or private sale as
         provided by law and will apply the proceeds of the sale first to the
         cost of the sale, second to the payment of charges for storage, if any,
         third to the payment of other sums that may be due from Tenant to
         Landlord under the terms of 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 cost,
         expenses, and attorney's fees.

15.      NO-WAIVER. Waiver by Landlord of any breach of Tenant of any term,
         covenant, or condition of this Lease will not be deemed to be a waiver
         of the term, covenant, or condition or a waiver of any subsequent
         breach of the term, covenant, or conditions. 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


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         affected by any subsequent sale or conveyance, and Tenant will attorn
         to the successor in interest. If Tenant has made a Security Deposit,
         Landlord may transfer the Security Deposit to its successor in
         interest, and Landlord will be discharged from further liability.

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

21.      CONDEMNATION. If all of the Leased Premises, are taken by condemnation
         or eminent domain proceeding, this Lease will automatically terminate
         as of the date of the final condemnation, or as of the 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.


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

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

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

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

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

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

LANDLORD
Wildwood Hills Development, Corporation
an Arizona, Corporation

By:
   --------------------
   Eric D. Roles
   Its: President

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

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


<PAGE>

                                   EXHIBIT "A"

                     [DEL MAR OFFICE BUILDING PLOT PLAN MAP]

<PAGE>

                                   EXHIBIT "B"

                    [DEL MAR OFFICE BUILDING FIRST FLOOR MAP]

<PAGE>

                                   EXHIBIT "C"
                                       TO
                             OFFICE LEASE AGREEMENT

                                (PARKING CHARGES)

So long as Tenant is not in default under this Agreement, Tenant, during the
Lease Term, will be entitled to the use, at no additional charge, five uncovered
parking spaces. The tenant will have no right to lease any of the existing
covered parking spaces.

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

                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. Suites
         103.

<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
                  modifications, which approval will not be unreasonably
                  withheld. All approved signs or lettering on doors shall be
                  printed, painted, affixed or inscribed at the expense of the
                  Tenant by a person approved by the Landlord, which approval
                  will not be unreasonably withheld. Material visible from
                  outside the Building will not be permitted.

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

         4.       No Tenant shall use or keep in the premises or the Building
                  any kerosene, gasoline 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 by 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
                  and 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, alter or amend, in whole or
                  in part, the terms, covenants, agreements and conditions of
                  any Lease of premises in the Building.

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

         20.      THIS IS A NON SMOKING FACILITY.

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

<PAGE>

         EXHIBIT "F"

         GUARANTY OF LEASE

         GUARANTOR:                  Michael Shustek

         DESCRIPTION OF LEASE:       General Office Lease

         DATE:                       January 5, 2001

         LANDLORD:                   Wildwood Hills Development, Corporation

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

         PREMISES:                   Del Mar Building-Suite(s) 103
                                                   (Approx. 1,281 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, cost, 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 of 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 obligations to Landlord all indebtedness of Tenant to
Guarantor, whether now existing or hereafter contracted, whether direct or
indirect, contingent or determined.

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

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

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

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

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

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

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

         DATED this___________________ day of________________________2001.

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