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                                                                   Exhibit 10.23

                             OFFICE LEASE AGREEMENT

                              THE DEL MAR BUILDING

                    BASIC LEASE INFORMATION AND DEFINED TERMS

LEASE DATE: AUGUST 1, 2002

LANDLORD:       2901 El Camino, Las Vegas, NV, LLC.
                          2710 Grassy Spring Place, Las Vegas NV 89135
                Attention: William J. Piedemonte

                        Telephone: C/O Silvia Buckley 702-227-0965
                        Fax: 702-362-4767

TENANT:                         Vestin Group
                        2901 El Camino Ave. Suite 102
                          Las Vegas, Nevada 89102
                                         Attention: Paul Conagan
                Telephone: (702) 227-0965
                Telecopy: (702) 362-4767

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

BUILDING:    The entire two-story office building located at 2901 El Camino,
             Las Vegas, NV 89102

LEASED PREMISES: The portion of the Building designated as suite 100

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

TENANT AREA: 1233 square feet, (gross).

TERM OR LEASE TERM: 34 months
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INITIAL TERM: 34 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: June 1, 2003.

EXTENSION TERMS: Tenant shall have the option to extend, provided that Tenant
                  is in compliance with each and every term, covenant and
                  condition hereof on its part to be performed and that tenant
                  notifies Landlord in writing prior to
                  four months of the termination date of the Lease, that Tenant
wishes to exercise its option to extend its tenancy. Said extension will be at a
rental rate and term acceptable to the Landlord.

MINIMUM RENT: $2.00+-per square foot of Tenant Area for 12 months of the
term as listed below:

June 1, 2003 to May 31, 2004 $2466 per month plus $40 per month parking

June 1, 2004 to May 31, 2005 $2540 per month plus $40 per month parking

June 1 2005 to March 31, 2006 $2615 per month plus $50 per month parking

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

SECURITY DEPOSIT:      $ none

EXPENSE STOP:                     None

PERMITTED USE:             General Office / Administrative / and work of related
                      purposes.

                          GENERAL TERMS AND CONDITIONS

DESCRIPTION OF BUILDING AND LEASED PREMISES.

         1.       LEASED PREMISES. Landlord leases to Tenant, and Tenant leases
from Landlord,

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                  the Leased Premises upon the terms and conditions set forth in
                  this Agreement, the Leased Premises.

         2.       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.

         1.       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.

         2.       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. Tenant shall
                  peacefully surrender the premises at the end of the lease
                  term. If Tenant does not surrender premises the rent shall
                  increase to 200% of the current rental rate.

3.       RENT.

         1.       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 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%.

         2.       PARKING CHARGES. Tenant will pay to Landlord the Parking
                  Charges set forth in Exhibit C.

         3.       RENTAL ADJUSTMENTS.

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

                  2.     "OPERATING COSTS" means all costs and expenses that
                         are associated

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                                    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.

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

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

                           5.       "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.

                           6.       "BASE YEAR" means "2000"

                  4.       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

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                           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.

                  5.       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

                  1.       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.

                  2.       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 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 provisions of this Lease so long as Landlord proceeds
                  with reasonable diligence to correct any the failure.

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         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 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

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                  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
                  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 hands 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

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                  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
                  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
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         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 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

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         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, 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 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

<PAGE>

         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

2901 El Camino Las Vegas, NV LLC

By:__________________________
William J: Piedemonte
MANAGING OWNER                                                TENANT M. Shustek

                                                                  BY:

_____________________________

<PAGE>

                                   EXHIBIT "A"

                             OFFICE LEASE AGREEMENT

                     (general depiction of Leased Premises)

<PAGE>

                                   EXHIBIT "B"
                                       TO
                            OFFICE LEASE AGREEMENT

                                       ()

<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 lease two covered parking space
designated as space #___1. Tenant acknowledges that parking rental per covered
stall is initially $40.00 per month payable in advance along with the monthly
space rent.

CHARGES FOR THE FIRST (12) MONTHS

1 covered parking space x $40.00 per space = $480 per year.

SUMMARY OF ANNUAL PARKING CHARGES:

1st Year      $480.00
2nd Year       $480.00
3rd Year       $600.00

remaining months @ $50 per month

AGREED: /s/ M. SHUSTEK
        --------------------------
        M. SHUSTEK

2901 El Camino, Las Vegas, NV LLC

Agreed:
        ---------------------------
<PAGE>

By, William J. Piedemonte

                                   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. Suite 200.

<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,

<PAGE>

         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 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

<PAGE>

         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 Landlord.

14.      Each Tenant shall see that the doors of its premises are closed and
         locked and that all water faucers, 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 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:                      August 1, 2002

LANDLORD:                  2901 El Camino, Las Vegas, NV LLC

TENANT:                    Vestin Group

PREMISES:                  Del Mar Building- Suite(s) 200

                                                     (Approx. 1250 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,

<PAGE>

                           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 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.

<PAGE>

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 23 day of June 2003

/s/ M. Shustek
---------------------------
Guarantor,