<PAGE>
                                                                     EXHIBIT 4.2

                                   INDENTURE




                          VESTIN GROUP INC., AS OBLIGOR
                          UNSECURED, SUBORDINATED NOTES



                                  $600,000,000










                         U.S. BANK NATIONAL ASSOCIATION,

                                   AS TRUSTEE

                          DATED AS OF _______ __, 2003


<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                         PAGE

<S>               <C>                                                                    <C>
ARTICLE 1         DEFINITIONS AND INCORPORATION BY REFERENCE................................1

        Section 1.1       Definitions.......................................................1

        Section 1.2       Other Definitions.................................................4

        Section 1.3       Incorporation by Reference of Trust Indenture Act.................4

        Section 1.4       Rules of Construction.............................................4

ARTICLE 2         THE NOTES.................................................................5

        Section 2.1       Unlimited Amount; Accounts; Interest; Maturity....................5

        Section 2.2       Transaction Statement.............................................6

        Section 2.3       Registrar and Paying Agent........................................6

        Section 2.4       Paying Agent to Hold Money in Trust...............................7

        Section 2.5       Noteholder Lists..................................................7

        Section 2.6       Transfer and Exchange.............................................7

        Section 2.7       Payment of Principal and Interest; Principal and Interest
                          Rights Preserved..................................................8

        Section 2.8       Right of Set-Off In Certain Circumstances.........................9

        Section 2.9       Outstanding Notes.................................................9

        Section 2.10      Treasury Notes...................................................10

        Section 2.11      Defaulted Interest...............................................10

        Section 2.12      Book Entry Registration..........................................10

        Section 2.13      Initial and Periodic Statements..................................11

ARTICLE 3         REDEMPTION...............................................................11

ARTICLE 4         COVENANTS................................................................11

        Section 4.1       Payment of Notes.................................................11

        Section 4.2       Maintenance of Office or Agency..................................12

        Section 4.3       SEC Reports and Other Reports....................................12

        Section 4.4       Compliance Certificate...........................................13

        Section 4.5       Stay, Extension and Usury Laws...................................14

        Section 4.6       Liquidation......................................................14

ARTICLE 5         SUCCESSORS...............................................................14

        Section 5.1       When the Company May Merge, etc..................................14
</TABLE>


                                      -i-
<PAGE>


                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                         PAGE
<S>               <C>                                                                    <C>
        Section 5.2       Successor Corporation Substituted................................15

ARTICLE 6         DEFAULTS AND REMEDIES....................................................15

        Section 6.1       Events of Default................................................15

        Section 6.2       Acceleration.....................................................16

        Section 6.3       Other Remedies...................................................16

        Section 6.4       Waiver of Past Defaults..........................................17

        Section 6.5       Control by Majority..............................................17

        Section 6.6       Limitation on Suits..............................................17

        Section 6.7       Rights of Holders to Receive Payment.............................18

        Section 6.8       Collection Suit by Trustee.......................................18

        Section 6.9       Trustee May File Proofs of Claim.................................18

        Section 6.10      Priorities.......................................................19

        Section 6.11      Undertaking for Costs............................................19

ARTICLE 7         TRUSTEE..................................................................19

        Section 7.1       Duties of Trustee................................................19

        Section 7.2       Rights of Trustee................................................21

        Section 7.3       Individual Rights of Trustee.....................................21

        Section 7.4       Trustee's Disclaimer.............................................21

        Section 7.5       Notice of Defaults...............................................22

        Section 7.6       Reports by Trustee to Holders....................................22

        Section 7.7       Compensation and Indemnity.......................................22

        Section 7.8       Replacement of Trustee...........................................23

        Section 7.9       Successor Trustee by Merger, etc.................................24

        Section 7.10      Eligibility; Disqualification....................................24

        Section 7.11      Preferential Collection of Claims Against Company................24

ARTICLE 8         DISCHARGE OF INDENTURE...................................................25

        Section 8.1       Termination of Company's Obligations.............................25

        Section 8.2       Application of Trust Money.......................................26

        Section 8.3       Repayment to Company.............................................26

        Section 8.4       Reinstatement....................................................26
</TABLE>


                                      -ii-
<PAGE>


                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                         PAGE
<S>               <C>                                                                    <C>
ARTICLE 9         AMENDMENTS...............................................................27

        Section 9.1       Without Consent of Holders.......................................27

        Section 9.2       With Consent of Holders..........................................27

        Section 9.3       Compliance with Trust Indenture Act..............................28

        Section 9.4       Revocation and Effect of Consents................................28

        Section 9.5       Notation on or Exchange of Notes.................................29

        Section 9.6       Trustee to Sign Amendments, etc..................................29

ARTICLE 10        SUBORDINATION............................................................29

        Section 10.1      Agreement to Subordinate.........................................29

        Section 10.2      Liquidation; Dissolution; Bankruptcy.............................29

        Section 10.3      Default of Senior Debt...........................................30

        Section 10.4      When Distribution Must Be Paid Over..............................31

        Section 10.5      Notice by Company................................................31

        Section 10.6      Subrogation......................................................31

        Section 10.7      Relative Rights..................................................32

        Section 10.8      Subordination May Not Be Impaired by the Company or Holders
                          of Senior Debt...................................................32

        Section 10.9      Distribution or Notice to Representative.........................33

        Section 10.10     Rights of Trustee and Paying Agent...............................33

        Section 10.11     Authorization to Effect Subordination............................34

        Section 10.12     Article Applicable to Paying Agent...............................34

        Section 10.13     Miscellaneous....................................................34

ARTICLE 11        MISCELLANEOUS............................................................35

        Section 11.1      Trust Indenture Act Controls.....................................35

        Section 11.2      Notices..........................................................35

        Section 11.3      Communication by Holders with Other Holders......................36

        Section 11.4      Certificate and Opinion as to Conditions Precedent...............36

        Section 11.5      Statements Required in Certificate or Opinion....................36

        Section 11.6      Rules by Trustee and Agents......................................37

        Section 11.7      Legal Holidays...................................................37
</TABLE>


                                     -iii-
<PAGE>


                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                         PAGE
<S>               <C>                                                                    <C>
        Section 11.8      No Recourse Against Others.......................................37

        Section 11.9      Duplicate Originals..............................................37

        Section 11.10     Governing Law....................................................37

        Section 11.11     No Adverse Interpretation of Other Agreements....................38

        Section 11.12     Successors.......................................................38

        Section 11.13     Severability.....................................................38

        Section 11.14     Counterpart Originals............................................38

        Section 11.15     Table of Contents, Headings, etc.................................38
</TABLE>


                                      -iv-


<PAGE>


      INDENTURE dated as of _____ ___, 2003, by Vestin Group, Inc., a Delaware
corporation (the "Company"), and U.S. Bank National Association, as trustee
(the "Trustee").

      The Company and the Trustee agree as follows for the benefit of each other
and for the equal and ratable benefit of the Holders of the unsecured,
subordinated Notes of the Company issued pursuant to the Company's registration
statement on Form SB-2 declared effective by the Securities and Exchange
Commission on or about _____ ___, 2003 (collectively, the "securities"):

                                   ARTICLE 1

                          DEFINITIONS AND INCORPORATION

                                  BY REFERENCE

      SECTION 1.1 DEFINITIONS.

      "Account" means the record of beneficial ownership of a Note maintained by
the Company.

      "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" (including, with correlative meanings, the terms "controlling,"
"controlled by" and "under common control with"), as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of such Person,
whether through the ownership of voting securities, by agreement or otherwise.

      "Agent" means any Registrar, Paying Agent or co-registrar of the Notes.

      "Board of Directors" means the Board of Directors of the Company or any
authorized committee of the Board of Directors.

      "Business Day" means any day other than a Legal Holiday.

      "Company" means Vestin Group, Inc., unless and until replaced by a
successor in accordance with Article 5 hereof and thereafter means such
successor.

      "Corporate Trust Office" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date as of which this
Indenture is originally dated, located at 1 California Street, Suite 2550, San
Francisco, California 94111, Attention: Raafat Sarkis, Corporate Trust
Services.

      "Default" means any event that is or with the passage of time or the
giving of notice or both would be an Event of Default.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended.


                                      -1-
<PAGE>


      "Fiscal Year" means initially a December 31 year end.

      "GAAP" means, as of any date, generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the
accounting profession, which are in effect from time to time.

      "Guarantee" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, letters of credit and
reimbursement agreements in respect thereof), of all or any part of any
Indebtedness.

      "Holder" or "Noteholder" means a Person in whose name a Note is
registered.

      "Indebtedness" means, with respect to any Person, any indebtedness of such
Person, whether or not contingent, in respect of borrowed money or evidenced by
bonds, notes, debentures or similar instruments or letters of credit (or
reimbursement agreements in respect thereof) or representing the balance
deferred and unpaid of the purchase price of any property (including capital
lease obligations) or representing any hedging obligations, except any such
balance that constitutes an accrued expense or a trade payable, if and to the
extent any of the foregoing indebtedness (other than letters of credit and
hedging obligations) would appear as a liability upon a balance sheet of such
Person prepared in accordance with GAAP, and also includes, to the extent not
otherwise included, (a) the Guarantee of items that would be included within
this definition, and (b) liability for items that would arise by operation of a
Person's status as a general partner of a partnership.

      "Indenture" means, this Indenture as amended or supplemented from time to
time.

      "Interest Accrual Date" means with respect to any Note, the date the
Company accepts funds for the purchase of the Note if such funds are received by
3:00 p.m. (PST) on a Business Day, or if such funds are not so received, on the
next Business Day.

      "Interest Accrual Period" means, as to each Note, the period from the
later of the Interest Accrual Date of such Note or the day after the last
Payment Date upon which an interest payment was made until the following Payment
Date during which interest accrues on each Note with respect to any Payment
Date.

      "Notes" or "Note" means the Company's unsecured subordinated note(s)
issued under this Indenture.

      "Issue Date" means, with respect to any Note, the date on which such Note
is initially registered on the books and records of the Registrar.



                                      -2-
<PAGE>

      "Maturity Date" means, with respect to any Note, the date on which the
principal of such Note becomes due and payable as therein provided.


      "Maturity Record Date" means, with respect to any Note, as of 11:59 p.m.
of the date fifteen days prior to the Maturity Date or Redemption Date
applicable to such Note.

      "Obligations" means any principal, interest (including Post-Petition
Interest), penalties, fees, indemnifications, reimbursements, damages and other
liabilities payable under the documentation governing any Indebtedness.

      "Officer" means the Chief Executive Officer of the Company, the President
of the Company, or the Chief Financial Officer of the Company.

      "Officers' Certificate" means a certificate signed by two Officers, one of
whom must be the principal executive officer, principal operating officer,
principal financial officer or principal accounting officer of the Company.

      "Opinion of Counsel" means an opinion from legal counsel to the Company.


      "Payment Date" means the monthly anniversary of the Issue Date or such
other date as determined by the Holder and the Company or if such day is not a
Business Day, the Business Day immediately following such day and, with respect
to a specific Note, the Maturity Date or Redemption Date of such Note.


      "Person" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

      "Post-Petition Interest" means interest accruing after the commencement of
any bankruptcy or insolvency case or proceeding with respect to the Company or
any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, at the rate applicable to such Indebtedness,
whether or not such interest is an allowable claim in any such proceeding.

      "Redemption Date" has the meaning given in Article 3 hereof.

      "Redemption Price" means, with respect to any Note to be redeemed, the
principal amount of such Note plus the interest accrued but unpaid during the
Interest Accrual Period up to the Redemption Date for such security.

      "Regular Record Date" means, with respect to each Payment Date, as of
11:59 p.m. of the date fifteen days prior to such Payment Date.

      "Responsible Officer" when used with respect to the Trustee, means any
officer in its Corporate Trust Office, or any other assistant officer of the
Trustee in its Corporate Trust Office customarily performing functions similar
to those performed by the Persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred because of his
or her knowledge of and familiarity with the particular subject.

      "SEC" means the U.S. Securities and Exchange Commission.


                                      -3-
<PAGE>


      "Senior Debt" means any Indebtedness (whether outstanding on the date
hereof or thereafter created) incurred by the Company in connection with
borrowings by the Company (including its subsidiaries) whether such Indebtedness
is or is not specifically designated by the Company as being "Senior Debt" in
its defining instruments.

      "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA.

      "Trustee" means U.S. Bank National Association, until a successor replaces
it in accordance with the applicable provisions of this Indenture and thereafter
means the successor serving hereunder.

      "U.S. Government Obligations" means direct obligations of the United
States of America, or any agency or instrumentality thereof for the payment of
which the full faith and credit of the United States of America is pledged.

      SECTION 1.2 OTHER DEFINITIONS.

<TABLE>
<CAPTION>
                      Term                                   Defined in Section
                     <S>                                     <C>
                     "Bankruptcy Law"                               6.1
                     "Custodian"                                    6.1
                     "Event of Default"                             6.1
                     "Legal Holiday"                               11.7
                     "Paying Agent"                                 2.3
                     "Registrar"                                    2.3
</TABLE>


      SECTION 1.3 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

      Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

      "indenture securities" means the Notes;
      "indenture security holder" means a Noteholder;
      "indenture to be qualified" means this Indenture;
      "indenture trustee" or "institutional trustee" means the Trustee;
      "obligor" on the Notes means the Company or any successor obligor upon the
      Notes.

      All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings so assigned to them.

      SECTION 1.4 RULES OF CONSTRUCTION.

      Unless the context otherwise requires:


                                      -4-
<PAGE>


      1. a term has the meaning assigned to it;

      2. an accounting term not otherwise defined has the meaning assigned to it
in accordance with GAAP;

      3. references to GAAP, as of any date, shall mean GAAP in effect in the
United States as of such date;

      4. "or" is not exclusive,

      5. words in the singular include the plural, and in the plural include the
singular; and

      6. provisions apply to successive events and transactions.



                                   ARTICLE 2

                                   THE NOTES

      SECTION 2.1 UNLIMITED AMOUNT; ACCOUNTS; INTEREST; MATURITY.

      The outstanding aggregate principal amount of Notes outstanding at any
time is limited to $600 million, provided, however, that the Company and the
Trustee may, without the consent of any Holder, increase such aggregate
principal amount of Notes which may be outstanding at any time beyond the $600
million offered pursuant to the Company's registration statement on Form SB-2.
The Notes may be subject to notations, legends or endorsements required by law,
stock exchange rule, agreements to which the Company is subject or usage.

      Except as provided in Section 2.12 hereof, each Note shall not be
evidenced by a promissory note. The record of beneficial ownership of the Notes
shall be maintained and updated by the Company through the establishment and
maintenance of Accounts. Each Note shall be in such denominations as may be
designated from time to time by the Company but in no event in an original
denomination less than $1,000. Separate purchases may not be cumulated to
satisfy the minimum denomination requirements. Each Note shall have a term of
not less than three months and not greater than 60 months as shall be
designated by the Company from time to time. The Note shall be redeemable by the
Company upon 90 days written notice to the Holder thereof. Such redemption
notice shall state the date of the redemption.

      Each Note shall bear interest from and commencing on its Interest Accrual
Date at such rate of interest as the Company shall determine from time to time;
provided, however, that the interest rate will be fixed for the term of the
Notes upon issuance, subject to change upon extension.

      Interest on a Note will compound daily and will be calculated on a 360 day
basis. The Holder may elect to have interest paid monthly or upon maturity,
which election must be made prior to the Issue Date. Principal on a Note will be
paid upon maturity of the Note unless an eligible Holder elects to renew a Note
prior to its maturity under the provisions set forth in the next paragraph.


      The Company will provide each Holder of a Note which matures prior
to             , 2005, the option to renew the term of the Note. The Company
will provide written notification to such Holder of the upcoming Maturity Date
of the Note at approximately twenty (20) but not less than fifteen (15) days
prior to the Maturity Date. This renewal notice will provide the Holder of an
eligible Note with an option to renew the Note for an identical or alternative
term. The renewal notice will specify the new rate applicable to the renewal
term and will include a copy of the current supplement to the prospectus, which
lists all of the rates applicable to each term offered at the Holder's Maturity
Date in the event the Holder elects to select an alternative term upon the
maturity of the Note. The renewal notice will indicate that the Holder should
have previously received a copy of the updated prospectus, if applicable, and
where the Holder can get another copy of the prospectus. To renew the Note, the
Holder must return the renewal form included in the renewal notice prior to the
Note's maturity. Otherwise, the Company will pay the Note upon its maturity.


                                      -5-
<PAGE>
      The terms and provisions contained in the Notes shall constitute, and are
hereby expressly made, a part of this Indenture and to the extent applicable,
the Company and the Trustee, by their execution and delivery of this Indenture,
and the Holders by accepting the Notes, expressly agree to such terms and
provisions and to be bound thereby. In case of a conflict, the provisions of
this Indenture shall control.

      SECTION 2.2 TRANSACTION STATEMENT.

      A Note shall not be validly issued until a transaction statement executed
by a duly authorized officer of the Company is sent to the purchaser or
transferee thereof and an Account is established by the Company in the name of
such purchaser or transferee.

      SECTION 2.3 REGISTRAR AND PAYING AGENT.

      The Company shall maintain (i) an office or agency where Notes (if
evidenced by a certificate) may be presented for registration of transfer or for
exchange ("Registrar") and (ii) an office or agency where Notes (if evidenced by
a certificate) may be presented for payment ("Paying Agent"). The Registrar
shall keep a register of the Notes and of their transfer and exchange. The
Company may appoint one or more co-registrars and one or more additional paying
agents. The term "Registrar" includes any co-registrar, and the term "Paying
Agent" includes any additional paying agent. The Company may change any Paying
Agent or Registrar


                                      -6-
<PAGE>


without prior notice to any Noteholder; provided that the Company shall promptly
notify the Noteholders of the name and address of any Agent not a party to this
Indenture. The Company may act as Paying Agent and/or Registrar. In the event
the Company uses any Agent other than the Company or the Trustee, the Company
shall enter into an appropriate agency agreement with such Agent, which
agreement shall incorporate the applicable provisions of the TIA. The agreement
shall implement the provisions of this Indenture that relate to such Agent. The
Company shall notify the Trustee of the name and address of any such Agent.

      The Company shall be the initial Registrar and Paying Agent. The Company
initially appoints Trustee as agent for service of notices and demands in
connection with the Notes. The Company shall act as Registrar and Paying Agent
until such time as the Company gives the Trustee written notice to the contrary.

      SECTION 2.4 PAYING AGENT TO HOLD MONEY IN TRUST.

      Prior to each due date of the principal or interest on any Note, the
Company shall deposit with the Paying Agent sufficient funds to pay principal,
premium, if any, and interest then so becoming due and payable in cash. The
Company shall require each Paying Agent other than the Trustee to agree in
writing that the Paying Agent will hold in trust for the benefit of Noteholders
or the Trustee all money held by the Paying Agent for the payment of principal
or interest on the Notes, and will notify the Trustee promptly in writing of any
default by the Company in making any such payment. While any such default
continues, the Trustee shall require a Paying Agent (if other than the Company)
to pay all money held by it to the Trustee. The Company at any time may require
a Paying Agent to pay all money held by it to the Trustee. Upon payment to the
Trustee, the Paying Agent (if other than the Company) shall have no further
liability for the money delivered to the Trustee. If the Company acts as Paying
Agent, it shall segregate and hold in a separate trust fund for the benefit of
the Noteholders all money held by it as Paying Agent. The Company shall notify
the Trustee in writing at least 5 days before the Payment Date of the name and
address of the Paying Agent if a person other than the Company is named Paying
Agent at any time or from time to time.

      SECTION 2.5 NOTEHOLDER LISTS.

      The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Noteholders and shall otherwise comply with Section 312(a) of the TIA. The
Company shall furnish to the Trustee each quarter during the term of this
Indenture and at such other times as the Trustee may request in writing, a list
in such form and as of such date as the Trustee may reasonably require of the
names and addresses of Noteholders, and the aggregate principal amount
outstanding and the Company shall otherwise comply with Section 312(a) of the
TIA.


                                      -7-
<PAGE>


      SECTION 2.6 TRANSFER AND EXCHANGE.

            (a) The Notes are not negotiable instruments and cannot be
transferred without the prior written consent of the Company (which consent
shall not be unreasonably withheld). Requests to the Registrar for the transfer
of the Accounts maintained for the benefit of the Holders of the Notes shall be:

                (i) made to the Registrar in writing on a form supplied by the
                    Company;

                (ii) duly executed by the current holder of the Account, as
                    reflected on the Company's records as of the date of receipt
                    of such transfer request, or his attorney duly authorized in
                    writing;

                (iii) accompanied by the written consent of the Company to the
                    transfer; and

                (iv) if requested by the Company, an opinion of Holder's counsel
                    (which counsel shall be reasonably acceptable to the
                    Company) that the transfer does not violate any applicable
                    securities laws and/or a signature guarantee.

Upon transfer of a Note, the Company will provide the new registered owner of
the Note with an initial transaction statement which will evidence the transfer
of the account on the Company's records.

            (b) Obligations with respect to Transfers and Exchanges of Notes.

                (i) The Company may assess service charges to a Holder for any
                    registration or transfer or exchange, and the Company may
                    require payment of a sum sufficient to cover any transfer
                    tax or similar governmental charge payable in connection
                    therewith (other than any such transfer taxes or similar
                    governmental charge payable upon exchange pursuant to
                    Section 9.5 hereof).

                (ii) The Company shall treat the individual or entity listed on
                    each Account maintained by the Company as the absolute owner
                    of the Note represented thereby for purposes of receiving
                    payments thereon and for all other purposes whatsoever.

        SECTION 2.7 PAYMENT OF PRINCIPAL AND INTEREST; PRINCIPAL AND INTEREST
                    RIGHTS PRESERVED.

            (a) Each Note shall accrue interest at the rate specified for such
Note, calculated on a 360 day basis, and such interest shall be payable on each
Payment Date following the Issue Date for such Note,


                                      -8-
<PAGE>


until the principal thereof becomes due and payable. In the alternative, a
Holder may elect to have interest paid upon maturity, which election must be
made prior to the Issue Date. Any installment of interest payable on a Note that
is caused to be punctually paid or duly provided for by the Company on the
applicable Payment Date shall be paid to the Holder in whose name such Note is
registered in the Note Register on the applicable Regular Record Date by check
mailed to such Holder's address as it appears in the Note Register on such
Regular Record Date. The payment of any interest payable in connection with the
payment of any principal payable with respect to such Note on a Maturity Date
shall be payable as provided below. Any funds with respect to which such checks
were issued which remain uncollected shall be held in accordance with Section
8.3 hereof. Any installment of interest not punctually paid or duly provided for
shall be payable in the manner and to the Holders specified in Section 2.13
hereof.

            (b) Each of the Notes shall have stated maturities of principal as
shall be indicated in each such Note. The principal of each Note shall be paid
in full no later than the Maturity Date thereof unless the term of such Note is
extended pursuant to Section 2.1 hereof or such Note becomes due and payable at
an earlier date by acceleration, redemption or otherwise.

        Interest on each Note shall be due and payable on each Payment Date at
the interest rate applicable to such Note for the Interest Accrual Period
related to such Note and such Payment Date.

        Notwithstanding any of the foregoing provisions with respect to payments
of principal of and interest on the Notes, if the Notes have become or been
declared due and payable following an Event of Default, then payments of
principal of and interest on the Notes shall be made in accordance with Article
6 hereof.

        The principal payment made on any Note on any Maturity Date (or the
Redemption Price of any Note required to be redeemed), and any accrued interest
thereon, shall be payable on or after the Maturity Date or Redemption Date
therefor at the office or agency of the Company maintained by it for such
purpose pursuant to Section 2.3 hereof or at the office of any Paying Agent for
such Note.

            (c) All computations of interest due with respect to any Note shall
be made, unless otherwise specified in the Note, based upon the actual number of
days (e.g., 365 or 366) in the applicable year.

        SECTION 2.8 RIGHT OF SET-OFF IN CERTAIN CIRCUMSTANCES.

        Subject to the conditions of applicable law, if the holder of a Note is
a borrower or guarantor on a loan, lease or other obligation owned by one of the
Company's affiliates or subsidiaries, including, but not limited to Vestin
Mortgage, Inc., Vestin Fund I, LLC and Vestin Fund II, LLC and that obligation
becomes delinquent or otherwise in default, the Company reserves the right to
set-off principal and interest payments due on the Notes against all sums due by
the holder of the affiliate or subsidiary pursuant to the set-off terms
contained in the loan, lease, other indebtedness or the guarantee. If the
Company elects to exercise its right of set-off, the Note shall automatically be
deemed redeemed as of the date of set-off without regard to any notice period
otherwise applicable to redemption by the Company.


                                      -9-
<PAGE>


        SECTION 2.9 OUTSTANDING NOTES.

        The Notes outstanding at any time are the outstanding balances of all
Accounts representing the Notes maintained by the Company or such other entity
as the Company designated as Registrar.

        If the principal amount of any Note is considered paid under Section 4.1
hereof, it ceases to be outstanding and interest on it ceases to accrue.

        Subject to Section 2.10 hereof, a Note does not cease to be outstanding
because the Company or an Affiliate of the Company holds the Note.

        SECTION 2.10 TREASURY NOTES.

        In determining whether the holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company or any Affiliate of the Company shall be considered as though not
outstanding, except that for purposes of determining whether the Trustee shall
be protected in relying on any such direction, waiver or consent, only Notes
that a Responsible Officer of the Trustee actually knows to be so owned shall be
so disregarded.

        SECTION 2.11 DEFAULTED INTEREST.

        If the Company defaults in a payment of interest on any Note, it shall
pay the defaulted interest plus, to the extent lawful, any interest payable on
the defaulted interest, to the Holder of such Note on a subsequent special
record date, which date shall be at the earliest practicable date but in all
events at least 5 Business Days prior to the payment date, in each case at the
rate provided in the Note. The Company shall, with written notification to the
Trustee, fix or cause to be fixed each such special record date and payment
date. At least 15 days before any such special record date, the Company shall
mail to Noteholder(s) a notice that states the special record date, the related
payment date and the amount of such interest to be paid.

        SECTION 2.12 BOOK ENTRY REGISTRATION.

        The Registrar shall maintain a book entry registration and transfer
system through the establishment of Accounts for the benefit of Holders of Notes
as the sole method of recording the ownership and transfer of ownership
interests in such Notes. The registered owners of the Accounts established by
the Company in connection with the purchase or transfer of the Notes shall be
deemed to be the Holders of the Notes outstanding for all purposes under this
Indenture. The Company shall promptly notify the Registrar of the acceptance of
a subscriber's order to purchase a Note and the Registrar shall credit its
book-entry registration and transfer system to the Account of each Note
purchaser, the principal amount of such Note owned of record by the purchaser.
The total amount of any principal and/or interest (which shall be paid in the
form of additional notes) due and payable to book entry owners of the Accounts
maintained by the Company as provided in this Indenture shall be credited to
such Accounts by the Company within the time frames provided in this Indenture.
The Trustee shall review the book entry


                                      -10-
<PAGE>


registration and transfer system as it deems necessary to ensure the Company's
compliance with the terms of the Indenture.

        Book-entry accounts representing interests in the Notes shall not be
exchangeable for Notes in denominations of $1,000 and any amount in excess
thereof and fully registered in the names as the Company directs unless (a) the
Company at its option advises the Trustee in writing of its election to
terminate the book-entry system, or (b) after the occurrence of any Event of
Default, Holders of a majority of the Notes then outstanding advise the Trustee
in writing that the continuation of the book-entry system is no longer in the
best interests of such Holders and the Trustee notifies all Holders of the Notes
of such event and the availability of definitive notes to the Holders of Notes
requesting such notes in definitive form.

        SECTION 2.13 INITIAL AND PERIODIC STATEMENTS.

        (1) The Company shall provide initial transaction statements to initial
purchasers, registered owners, registered pledgees, former registered owners and
former pledgees, within two business days of the purchase, transfer or pledge of
a Note.

        (2) The Company shall send each Holder of a Note (and each registered
pledgee) via U.S. mail not later than twenty days after each quarter end in the
case of Notes in which such Holder had an outstanding balance in such holder's
Account, a statement which indicates as of the calendar month end preceding the
mailing: (a) the balance of such Account; (b) interest credited; (c) withdrawals
made, if any; and (d) the interest rate paid on such Account during the
preceding calendar month. The Company shall provide additional statements as the
holders or registered pledgees of the Notes may reasonably request from time to
time. The Company may charge such holders or pledgees requesting such statements
a fee to cover the charges incurred by the Company in providing such additional
statements.

                                   ARTICLE 3

                                   REDEMPTION

        The Company may redeem, in whole or in part, any Note prior to the
scheduled Maturity Date of the Note upon 90 days written notice to the Holder
thereof listed on the records maintained by the Company. In addition, except as
provided in this Article, the Company shall have no mandatory redemption or
sinking fund obligations with respect to any of the Notes.

        The Company, may offer, in its sole discretion, certain Holders of
Notes, the ability to extend the maturity of an existing Note through the
redemption of the current note and the issuance of a new note. This redemption
option shall not be subject to the 90 day notice of redemption described in this
section.


                                      -11-
<PAGE>


                                    ARTICLE 4

                                    COVENANTS

        SECTION 4.1 PAYMENT OF NOTES.

        The Company shall duly pay the principal of and interest on each Note on
the dates and in the manner provided in the prospectus related to such Notes.
Principal and interest (to the extent such interest is paid in cash) shall be
considered paid on the date due if the Paying Agent, if other than the Company,
holds at least one Business Day before that date money deposited by the Company
in immediately available funds and designated for and sufficient to pay all
principal and interest then due; provided, however, that principal and interest
shall not be considered paid within the meaning of this Section 4.1 if money is
held by the Paying Agent for the benefit of holders of Senior Debt pursuant to
the provisions of Article 10 hereof. The Company shall cause such Paying Agent
to return to the Company, no later than 5 days following the date of payment,
any money (including accrued interest) that exceeds such amount of principal and
interest paid on the Notes in accordance with this Section 4.1.

        To the extent lawful, the Company shall pay interest (including
Post-Petition Interest in any proceeding under any Bankruptcy Law) on overdue
principal at the rate borne by the Notes, compounded semi-annually; it shall pay
interest (including Post-Petition Interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace period) at the same rate, compounded semi-annually.

        SECTION 4.2 MAINTENANCE OF OFFICE OR AGENCY.

        The Company will maintain an office or agency (which may be an office of
the Trustee, Registrar or coregistrar) where Notes (if evidenced by a
certificate) may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Company in respect of the Notes and
this Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency.

        The Company may also from time to time designate one or more other
offices or agencies where the Notes (if evidenced by a certificate) may be
presented or surrendered for any or all such purposes and may from time to time
rescind such designations. The Company will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location
of any such other office or agency.

        The Company hereby designates its office at 2901 El Camino, Las Vegas,
Nevada, 89102 as one such office or agency of the Company in accordance with
Section 2.3.

        SECTION 4.3 SEC REPORTS AND OTHER REPORTS.

            (a) The Company shall file with the Trustee, within 15 days after
filing with the SEC, copies of the annual reports and of the information,
documents, and other


                                      -12-
<PAGE>


reports (or copies of such portions of any of the foregoing as the SEC may by
rules and regulations prescribe) that the Company is required to file with the
SEC pursuant to Section 13 or 15(d) of the Exchange Act. If the Company is not
subject to the requirements of such Section 13 or 15(d) of the Exchange Act, the
Company shall continue to file with the SEC and the Trustee on the same timely
basis such reports, information and other documents as it would file if it were
subject to the requirements of Section 13 or 15(d) of the Exchange Act. The
Company shall also comply with the provisions of Section 314(a) of the TIA.
Notwithstanding anything contrary herein the Trustee shall have no duty to
review such documents for purposes of determining compliance with any provisions
of the Indenture.

            (b) So long as any of the Notes remain outstanding, the Company
shall cause an annual report to stockholders and each quarterly or other
financial report furnished by it generally to stockholders to be filed with the
Trustee at the time of such mailing or furnishing to stockholders. If the
Company is not required to furnish annual or quarterly reports to its
stockholders pursuant to the Exchange Act, the Company shall cause its financial
statements, including any notes thereto (and, with respect to annual reports, an
auditors' report by the Company's certified independent accountants) and a
"Management's Discussion and Analysis of Financial Condition or Plan of
Operations," comparable to that which would have been required to appear in
annual or quarterly reports filed under Section 13 or 15(d) of the Exchange Act
to be so filed with the Trustee within 120 days after the end of each of the
Company's fiscal years and within 60 days after the end of each of the first
three quarters of each such fiscal year.

            (c) Whether or not required by the rules and regulations of the SEC,
the Company shall file a copy of all such information with the SEC for public
availability and make such information available to investors who request it in
writing.

        SECTION 4.4 COMPLIANCE CERTIFICATE.

            (a) The Company shall deliver to the Trustee, within 120 days after
the end of each Fiscal Year, an Officers' Certificate stating that a review of
the activities of the Company during the preceding fiscal year has been made
under the supervision of the signing Officers with a view to determining whether
each has kept, observed, performed and fulfilled its obligations under this
Indenture, and further stating, as to each such Officer signing such
certificate, that to his/her knowledge each has kept, observed, performed and
fulfilled each and every covenant contained in this Indenture and is not in
default in the performance or observance of any of the terms, provisions and
conditions hereof (or, if a Default or Event of Default shall have occurred,
describing all such Defaults or Events of Default of which he/she may have
knowledge and what action each is taking or proposes to take with respect
thereto) and that to his/her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of or
interest, if any, on the Notes are prohibited or if such event has occurred, a
description of the event and what action each is taking or proposes to take with
respect thereto.

            (b) So long as not contrary to the then current recommendations of
the American Institute of Certified Public Accountants, the annual financial
statements delivered pursuant to Section 4.3 above shall be accompanied by a
written statement of the Company's independent public accountants that in making
the examination necessary for certification of


                                      -13-
<PAGE>


such financial statements nothing has come to their attention which would lead
them to believe that the Company has violated the provisions of Section 4.1 of
this Indenture or, if any such violation has occurred, specifying the nature and
period of existence thereof, it being understood that such accountants shall not
be liable directly or indirectly to any Person for any failure to obtain
knowledge of any such violation.

            (c) The Company will, so long as any of the Notes are outstanding,
deliver to the Trustee, forthwith upon any Officer becoming aware of any Default
or Event of Default, an Officers' Certificate specifying such Default or Event
of Default and what action the Company is taking or proposes to take with
respect thereto.

        SECTION 4.5 STAY, EXTENSION AND USURY LAWS.

        The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all beneficial advantage of any such
law, and covenants that it will not, by resort to any such law, hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law has been
enacted.

        SECTION 4.6 LIQUIDATION.

        The Board of Directors or the stockholders of the Company may not adopt
a plan of liquidation that provides for, contemplates or the effectuation of
which is preceded by (a) the sale, lease, conveyance or other disposition of all
or substantially all of the assets of the Company otherwise than substantially
as an entirety (Section 5.1 of this Indenture being the Section hereof which
governs any such sale, lease, conveyance or other disposition substantially as
an entirety) and (b) the distribution of all or substantially all of the
proceeds of such sale, lease, conveyance or other disposition and of the
remaining assets of the Company to the holders of capital stock of the Company,
unless the Company, prior to making any liquidating distribution pursuant to
such plan, makes provision for the satisfaction of the Company's Obligations
hereunder and under the Notes as to the payment of principal and interest.

                                   ARTICLE 5

                                   SUCCESSORS

        SECTION 5.1 WHEN THE COMPANY MAY MERGE, ETC.

        The Company may not consolidate or merge with or into (whether or not
the Company is the surviving corporation), or sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of its properties or
assets in one or more related transactions to another corporation, Person or
entity unless (a) the Company is the surviving corporation or the entity or the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or to which such sale, assignment, transfer, lease, conveyance or
other disposition shall have been made is a corporation organized or existing
under the laws of the United States, any state


                                      -14-
<PAGE>


thereof or the District of Columbia; (b) the entity or Person formed by or
surviving any such consolidation or merger (if other than the Company) or the
entity or Person to which such sale, assignment, transfer, lease, conveyance or
other disposition will have been made assumes all the obligations of the Company
pursuant to a supplemental indenture in a form reasonably satisfactory to the
Trustee, under the Notes and this Indenture; and (c) immediately after such
transaction no Default or Event of Default exists.

        The Company shall deliver to the Trustee prior to the consummation of
the proposed transaction an Officers' Certificate to the foregoing effect and an
Opinion of Counsel stating that the proposed transaction and such supplemental
indenture comply with this Indenture. The Trustee shall be entitled to
conclusively rely upon such Officers' Certificate and Opinion of Counsel.

        SECTION 5.2 SUCCESSOR CORPORATION SUBSTITUTED.

        Upon any consolidation or merger, or any sale, lease, conveyance or
other disposition of all or substantially all of the assets of the Company in
accordance with Section 5.1, the successor corporation formed by such
consolidation or into or with which the Company, is merged or to which such
sale, lease, conveyance or other disposition is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person has been named
as the Company herein; provided, however, that the Company shall not be released
or discharged from the obligation to pay the principal of or interest on the
Notes.

                                   ARTICLE 6

                              DEFAULTS AND REMEDIES

        SECTION 6.1 EVENTS OF DEFAULT.

        An "Event of Default" occurs if:

                                (1) the Company defaults in the payment of
                        interest on a Note when the same becomes due and payable
                        and the Default continues for a period of 30 days,
                        whether or not such payment is prohibited by the
                        provisions of Article 10 hereof;

                                (2) the Company defaults in the payment of the
                        principal of any Note when the same becomes due and
                        payable at maturity and the Default continues for a
                        period of 30 days, whether or not such payment is
                        prohibited by the provisions of Article 10 hereof;

                                (3) the Company fails to observe or perform any
                        covenant, condition or agreement on the part of the
                        Company to be observed or performed pursuant to Section
                        4.6 or 5.1 hereof;


                                      -15-
<PAGE>


                                (4) the Company fails to comply with any of its
                        other agreements or covenants in, or provisions of, the
                        Notes or this Indenture and the Default continues for
                        the period and after the notice specified below;

                                (5) the Company pursuant to or within the
                        meaning of any Bankruptcy Law (a) commences a voluntary
                        case; (b) consents to the entry of an order for relief
                        against it in an involuntary case; (c) consents to the
                        appointment of a Custodian of it or for all or
                        substantially all of its property; (d) makes a general
                        assignment for the benefit of its creditors; or (e)
                        admits in writing its inability to pay debts as the same
                        become due; or

                                (6) a court of competent jurisdiction enters an
                        order or decree under any Bankruptcy Law that (a) is for
                        relief against the Company in an involuntary case; (b)
                        appoints a Custodian of the Company or for all or
                        substantially all of its property; or (c) orders the
                        liquidation of the Company, and the order or decree
                        remains unstayed and in effect for 120 consecutive days.

        The term "Bankruptcy Law" means Title II, U.S. Code or any similar
Federal or state law for the relief of debtors. The term "Custodian" means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

        A Default under clause (3) or (4) of Section 6.1 is not an Event of
Default until the Trustee or the Holders of at least a majority in principal
amount of the then outstanding Notes notify the Company of the Default and the
Company does not cure the Default or such Default is not waived within 60 days
after receipt of the notice. The notice must specify the Default, demand that it
be remedied and state that the notice is a "Notice of Default."

        SECTION 6.2 ACCELERATION.

        If an Event of Default (other than an Event of Default specified in
clauses (5) or (6) of Section 6.1) occurs and is continuing, the Trustee by
notice to the Company or the Holders of at least a majority in principal amount
of the then outstanding Notes by written notice to the Company and the Trustee
may declare the unpaid principal of and any accrued interest on all the Notes to
be due and payable. Upon such declaration the principal and interest shall be
due and payable immediately; provided, however, that if any Indebtedness or
Obligation is outstanding pursuant to the Senior Debt, upon a declaration of
acceleration by the Holders, all principal and interest under this Indenture
shall be due and payable upon the earlier of (x) the day which is 5 Business
Days after the receipt by each of the Company and the holders of Senior Debt of
such written notice of acceleration or (y) the date of acceleration of any
Indebtedness under any Senior Debt. If an Event of Default specified in clause
(5) or (6) of Section 6.1 occurs, such an amount shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder. The Holders of a majority in principal amount of the
then outstanding Notes by written notice to the Trustee may rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing


                                      -16-
<PAGE>


Events of Default (except nonpayment of principal or interest that has become
due solely because of the acceleration) have been cured or waived.

        SECTION 6.3 OTHER REMEDIES.

        If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal or interest on the
Notes or to enforce the performance of any provision of the Notes or this
Indenture.

        The Trustee may maintain a proceeding even if it does not possess any of
the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Noteholder in exercising any right or remedy accruing upon
an Event of Default shall not impair the right or remedy or constitute a waiver
of or acquiescence in the Event of Default. All remedies are cumulative to the
extent permitted by law.

        SECTION 6.4 WAIVER OF PAST DEFAULTS.

        Holders of a majority in principal amount of the then outstanding Notes
by notice to the Trustee may waive an existing Default or Event of Default and
its consequences except a continuing Default or Event of Default in the payment
of the principal of or interest on any Note held by a non-consenting Holder.
Upon actual receipt of any such notice of waiver by a Responsible Officer of the
Trustee, such Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.

        SECTION 6.5 CONTROL BY MAJORITY.

        The Holders of a majority in principal amount of the then outstanding
Notes may direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
it, provided, that indemnification for the Trustee's fees and expenses, in a
form reasonably satisfactory to the Trustee, shall have been provided. However,
the Trustee may refuse to follow any direction that conflicts with law or this
Indenture, that the Trustee determines may be unduly prejudicial to the rights
of other Noteholders, or that may involve the Trustee in personal liability.

        SECTION 6.6 LIMITATION ON SUITS.

        A Holder may pursue a remedy with respect to this Indenture or the Notes
only if:

                                (1) the Holder gives to the Trustee written
                        notice of a continuing Event of Default;

                                (2) the Holders of at least a majority in
                        principal amount of the then outstanding Notes make a
                        written request to the Trustee to pursue the remedy;


                                      -17-
<PAGE>


                                (3) such Holder or Holders offer and, if
                        requested, provide to the Trustee indemnity satisfactory
                        to the Trustee against any loss, liability or expense;

                                (4) the Trustee does not comply with the request
                        within 60 days after receipt of the request and the
                        offer and, if requested, the provision of indemnity; and

                                (5) during such 60 day period the Holders of a
                        majority in principal amount of the then outstanding
                        Notes do not give the Trustee a direction inconsistent
                        with the request.

        A Holder may not use this Indenture to prejudice the rights of another
Holder or to obtain a preference or priority over another Holder.

        SECTION 6.7 RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

        Notwithstanding any other provision of this Indenture, but subject to
Article 10 hereof, the right of any Holder of a Note to receive payment of
principal and interest on the Note, on or after the respective due dates
expressed in the Note, or to bring suit for the enforcement of any such payment
on or after such respective dates, shall not be impaired or affected without the
consent of the Holder.

        SECTION 6.8 COLLECTION SUIT BY TRUSTEE.

        If an Event of Default specified in Section 6.1 (1) or (2) occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as
trustee of an express trust against the Company for the whole amount of
principal and interest remaining unpaid on the Notes and interest on overdue
principal and, to the extent lawful, interest and such further amount as shall
be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

        SECTION 6.9 TRUSTEE MAY FILE PROOFS OF CLAIM.

        The Trustee is authorized to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders allowed in any judicial proceedings relative to the Company (or any
other obligor upon the Notes), its creditors or its property and shall be
entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.7 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.7 hereof


                                      -18-
<PAGE>


out of the estate in any such proceeding, shall be denied for any reason,
payment of the same shall be secured by a lien on, and shall be paid out of, any
and all distributions, dividends, money, securities and other properties which
the Holders of the Notes may be entitled to receive in such proceeding whether
in liquidation or under any plan of reorganization or arrangement or otherwise.
Nothing herein contained shall be deemed to authorize the Trustee to authorize
or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding.

        If the Trustee does not file a proper claim or proof of debt in the form
required in any such proceeding prior to 30 days before the expiration of the
time to file such claims or proofs, then any holder of Senior Debt shall have
the right to demand, sue for, collect and receive the payments and distributions
in respect of the Notes which are required to be paid or delivered to the
holders of Senior Debt as provided in Article 10 hereof and to file and prove
all claims therefor and to take all such other action in the name of the Holders
or otherwise, as such holder of Senior Debt may determine to be necessary or
appropriate for the enforcement of the provisions of Article 10.

        SECTION 6.10 PRIORITIES.

        If the Trustee collects any money pursuant to this Article, it shall,
subject to the provisions of Article 10 hereof, pay out the money in the
following order:

        First: to the Trustee, its agents and attorneys for amounts due under
Section 7.7, including payment of all compensation, expenses and liabilities
incurred, and all advances made, if any, by the Trustee and the costs and
expenses of collection;

        Second: to Holders of Senior Debt to the extent required by Article 10
hereof;

        Third: to Holders for amounts due and unpaid on the Notes for principal
and interest, ratably, without preference or priority of any kind, according to
the amounts due and payable on the Notes for principal and interest,
respectively; and

        Fourth: to the Company or to such party as a court of competent
jurisdiction shall direct.

        The Trustee may fix a record date and payment date for any payment to
Holders.

        SECTION 6.11 UNDERTAKING FOR COSTS.

        In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.7, or a suit by Holders of more than 10% in principal
amount of the then outstanding Notes.


                                      -19-
<PAGE>


                                   ARTICLE 7

                                    TRUSTEE

        SECTION 7.1 DUTIES OF TRUSTEE.

            (a) If an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

            (b) Except during the continuance of an Event of Default:

                                (1) The duties of the Trustee shall be
                        determined solely by the express provisions of this
                        Indenture and the Trustee need perform only those duties
                        that are specifically set forth in this Indenture and no
                        others, and no implied covenants or obligations shall be
                        read into this Indenture against the Trustee.

                                (2) In the absence of bad faith on its part, the
                        Trustee may conclusively rely, as to the truth of the
                        statements and the correctness of the opinions expressed
                        therein, upon resolutions, statements, reports,
                        documents, orders, certificates, opinions or other
                        instruments furnished to the Trustee by the Company and
                        conforming to the requirements of this Indenture.
                        However, in the case of any of the above that are
                        specifically required to be furnished to the Trustee
                        pursuant to this Indenture, the Trustee shall examine
                        them to determine whether they substantially conform to
                        the requirements of this Indenture.

            (c) The Trustee may not be relieved from liabilities for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                                (1) This paragraph does not limit the effect of
                        paragraph (2) of this Section.

                                (2) The Trustee shall not be liable for any
                        error of judgment made in good faith by a Responsible
                        Officer, unless it is proved that the Trustee was
                        negligent in ascertaining the pertinent facts.

                                (3) The Trustee shall not be liable with respect
                        to any action it takes or omits to take in good faith in
                        accordance with a direction received by it pursuant to
                        Section 6.5.

            (d) Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b) and (c) of this Section.


                                      -20-
<PAGE>


            (e) No provision of this Indenture shall require the Trustee to
expend or risk its own funds or incur any liability. The Trustee may refuse to
perform any duty or exercise any right or power unless it receives indemnity
satisfactory to it against any loss, liability or expense.

            (f) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.
Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by law.

        SECTION 7.2 RIGHTS OF TRUSTEE.

            (a) The Trustee may conclusively rely upon any document believed by
it to be genuine and to have been signed or presented to it by the proper
Person. The Trustee need not investigate any fact or matter stated in the
document. The Trustee shall have no duty to inquire as to the performance of the
Issuers' covenants in Article 4. In addition, the Trustee shall not be deemed to
have knowledge of any Default or any Event of Default except any Default or
Event of Default of which the Trustee shall have received written notification
or obtained actual knowledge.

            (b) Before the Trustee acts or refrains from acting, it may require
an Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on
such officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection from liability in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

            (c) The Trustee may act through agents, attorneys, custodians or
nominees and shall not be responsible for the misconduct or negligence or the
supervision of any agents, attorneys, custodians or nominees appointed by it
with due care.

            (d) The Trustee shall not be liable for any action it takes or omits
to take in good faith which it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

            (e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company.

            (f) The Trustee shall not be deemed to have notice of an Event of
Default for any purpose under this Indenture unless notified of such Event of
Default by the Company, the Paying Agent (if other than the Company) or a Holder
of the Notes.

        SECTION 7.3 INDIVIDUAL RIGHTS OF TRUSTEE.

        The Trustee may become the owner or pledgee of Notes and may otherwise
deal with the Company or an Affiliate of the Company with the same rights it
would have if it were not


                                      -21-
<PAGE>


Trustee. Any Agent may do the same with like rights. However, the Trustee is
subject to Sections 7.10 and 7.11.

        SECTION 7.4 TRUSTEE'S DISCLAIMER.

        The Trustee shall not be responsible for and makes no representation as
to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision hereof,
it shall not be responsible for the use or application of any money received by
any Paying Agent other than the Trustee and it shall not be responsible for any
statement or recital herein or any statement in the Notes or any other document
in connection with the sale of the Notes or pursuant to this Indenture other
than its certificate of authentication.

        SECTION 7.5 NOTICE OF DEFAULTS.

        If a Default or Event of Default occurs and is continuing and if it is
known to a Responsible Officer of the Trustee, the Trustee shall mail to Holders
a notice of the Default or Event of Default within 90 days after it occurs. At
least 5 Business Days prior to the mailing of any notice to Holders under this
Section 7.5, the Trustee shall provide the Company with notice of its intent to
mail such notice. Except in the case of a Default or Event of Default in payment
on any Note, the Trustee may withhold the notice if and so long as the
Responsible Officer of the Trustee in good faith determines that withholding the
notice would have no material adverse effect on the Holders.

        SECTION 7.6 REPORTS BY TRUSTEE TO HOLDERS.

        Within 60 days after December 31 of each fiscal year, commencing
December 31, 2003, the Trustee shall mail to Holders a brief report dated as of
such reporting date that complies with Section 313(a) of the TIA (but if no
event described in Section 313(a) of the TIA has occurred within the 12 months
preceding the reporting date, no report need be prepared or transmitted). The
Trustee also shall comply with Section 313(b) of the TIA. The Trustee shall also
transmit by mail all reports as required by Section 313(c) of the TIA.

        Commencing at the time this Indenture is qualified under the TIA, a copy
of each report mailed to Holders under this Section 7.6 (at the time of its
mailing to Holders) shall be filed with the SEC and each stock exchange, if any,
on which the Notes are listed. The Company shall promptly notify the Trustee
when the Notes are listed on any stock exchange.

        SECTION 7.7 COMPENSATION AND INDEMNITY.

        The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and its performance of the
duties and services required hereunder. The Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Company
shall reimburse the Trustee promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by it in addition to the
compensation for its services. Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee's agents and counsel.


                                      -22-
<PAGE>


        The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, except that the
Company need not reimburse any expense or indemnify against any loss or
liability incurred by the Trustee through its own negligence or bad faith. The
Trustee shall notify the Company promptly of any claim for which it may seek
indemnity. Failure by the Trustee to so notify the Company shall not relieve the
Company of its obligations hereunder, except to the extent the Company is
prejudiced thereby. The Company shall defend the claim and the Trustee shall
reasonably cooperate in such defense. The Trustee may have separate counsel and
the Company shall pay the reasonable fees and expenses of one such counsel. The
Company need not pay for any settlement made without its consent, which consent
shall not be unreasonably withheld.

        The obligations of the Company under this Section 7.7 shall survive the
satisfaction and discharge of this Indenture.

        To secure the Company's payment obligations in this Section, the Trustee
shall have a lien prior to the Notes on all money or property held or collected
by the Trustee, except that held in trust to pay principal and interest on the
Notes. Such lien shall survive the satisfaction and discharge of this Indenture.

        When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(5) or (6) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

        SECTION 7.8 REPLACEMENT OF TRUSTEE.

        A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 7.8.

        The Trustee may resign at any time and be discharged from the trust
hereby created by so notifying the Company. The Holders of a majority in
principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Company in writing. The Company may remove the
Trustee if.

                                (1) the Trustee fails to comply with Section
                        7.10;

                                (2) the Trustee is adjudged a bankrupt or an
                        insolvent or an order for relief is entered with respect
                        to the Trustee under any Bankruptcy Law;

                                (3) a Custodian or public officer takes charge
                        of the Trustee or its property;

                                (4) the Trustee becomes incapable of acting as
                        Trustee under this Indenture, or


                                      -23-
<PAGE>


                                (5) the Company so elects, provided such
                        replacement Trustee is qualified under the TIA.

        If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
different successor Trustee to replace the successor Trustee appointed by the
Company.

        If a successor Trustee does not take office within 30 days after notice
that the Trustee has resigned or has been removed, the Company or the Trustee or
the Holders of at least a majority in principal amount of the then outstanding
Notes may petition any court of competent jurisdiction for the appointment of a
successor Trustee.

        If the Trustee after written request by any Holder who has been a Holder
for at least 6 months fails to comply with Section 7.10, such Holder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

        A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to all Holders. The retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee, provided all sums owing
to the Trustee hereunder have been paid and subject to the lien provided for in
Section 7.7. Notwithstanding replacement of the Trustee pursuant to this Section
7.8, the Company's obligations under Section 7.7 hereof shall continue for the
benefit of the retiring Trustee.

        SECTION 7.9 SUCCESSOR TRUSTEE BY MERGER, ETC.

        If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation,
the successor corporation without any further act shall be the successor
Trustee, provided, however, that such successor Trustee meets all the
eligibility requirements of Section 7.10 below.

        SECTION 7.10 ELIGIBILITY; DISQUALIFICATION.

        There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America or of any state or territory thereof or of the District of Columbia
authorized under such laws to exercise corporate trustee power, shall be subject
to supervision or examination by Federal, state, territorial or District of
Columbia authority and shall have a combined capital and surplus of at least
$50,000,000 as set forth in its most recent published annual report of
condition.

        This Indenture shall always have a Trustee who satisfies the
requirements of Section 310(a)(1) and (2) of the TIA. The Trustee is subject to
Section 310(b) of the TIA.


                                      -24-
<PAGE>


        SECTION 7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

        The Trustee is subject to Section 311(a) of the TIA, excluding any
creditor relationship listed in Section 311(b) of the TIA. A Trustee who has
resigned or been removed shall be subject to Section 311(a) of the TIA to the
extent indicated therein.

                                   ARTICLE 8

                             DISCHARGE OF INDENTURE

        SECTION 8.1 TERMINATION OF COMPANY'S OBLIGATIONS.

        This Indenture shall cease to be of further effect (except that the
Company's obligations under Section 7.7 and 8.4, and the Company's and the
Trustee's obligations under Section 8.3 shall survive) when all outstanding
Notes have been paid in full and the Company has paid all sums payable by the
Company hereunder. In addition, the Company may terminate all of its obligations
under this Indenture if:

                                (1) the Company irrevocably deposits in trust
                        with the Trustee or at the option of the Trustee, with a
                        trustee reasonably satisfactory to the Trustee and the
                        Company under the terms of an irrevocable trust
                        agreement in form and substance satisfactory to the
                        Trustee, money or U.S. Government Obligations sufficient
                        (as certified by an independent public accountant
                        designated by the Company) to pay principal and interest
                        on the Notes to maturity or redemption, as the case may
                        be, and to pay all other sums payable by it hereunder,
                        provided that (i) the trustee of the irrevocable trust
                        shall have been irrevocably instructed to pay such money
                        or the proceeds of such U.S. Government Obligations to
                        the Trustee and (ii) the Trustee shall have been
                        irrevocably instructed to apply such money or the
                        proceeds of such U.S. Government Obligations to the
                        payment of said principal and interest with respect to
                        the Notes;

                                (2) the Company delivers to the Trustee an
                        Officers' Certificate stating that all conditions
                        precedent to satisfaction and discharge of this
                        Indenture have been complied with; and

                                (3) no Event of Default or event (including such
                        deposit) which, with notice or lapse of time, or both,
                        would become an Event of Default with respect to the
                        Notes shall have occurred and be continuing on the date
                        of such deposit.

Then, this Indenture shall cease to be of further effect (except as provided in
this paragraph), and the Trustee, on demand of the Company, shall execute proper
instruments acknowledging confirmation of and discharge under this Indenture.
The Company may make the deposit only if Article 10 hereof does not prohibit
such payment. However, the Company's obligations in Sections 2.3, 2.4, 2.5, 2.6,
2.7, 2.8, 4.1, 4.2, 4.3, 7.7, 7.8, 8.3 and 8.4 and the Trustee's obligations in
Section 8.3 shall survive until the Notes are no longer outstanding. Thereafter,


                                      -25-
<PAGE>


only the Company's obligations in Section 7.7 and 8.4 and the Company's and the
Trustee's obligations in Section 8.3 shall survive.

        After such irrevocable deposit made pursuant to this Section 8.1 and
satisfaction of the other conditions set forth herein, the Trustee upon written
request shall acknowledge in writing the discharge of the Company's obligations
under this Indenture except for those surviving obligations specified above.

        In order to have money available on a payment date to pay principal or
interest on the Notes, the U.S. Government Obligations shall be payable as to
principal or interest at least one Business Day before such payment date in such
amounts as will provide the necessary money. U.S. Government Obligations shall
not be callable at the issuer's option.

        SECTION 8.2 APPLICATION OF TRUST MONEY.

        The Trustee or a trustee satisfactory to the Trustee and the Company
shall hold in trust money or U.S. Government Obligations deposited with it
pursuant to Section 8.1. It shall apply the deposited money and the money from
U.S. Government Obligations through the Paying Agent and in accordance with this
Indenture to the payment of principal and interest on the Notes.

        SECTION 8.3 REPAYMENT TO COMPANY.

        The Trustee shall promptly pay, or cause the Paying Agent to promptly
pay, to the Company upon written request any excess money or securities held by
them at any time.

        The Trustee shall pay, or cause the Paying Agent to pay, to the Company
upon written request any money held by them for the payment of principal or
interest that remains unclaimed for two years after the date upon which such
payment shall have become due; provided, however, that the Company shall have
either caused notice of such payment to be mailed to each Holder entitled
thereto no less than 30 days prior to such repayment or within such period shall
have published such notice in a newspaper of widespread circulation published in
the City of Las Vegas. After payment to the Company, Holders entitled to the
money must look to the Company for payment as general creditors unless an
applicable abandoned property law designates another Person, and all liability
of the Trustee and such Paying Agent with respect to such money shall cease.

        SECTION 8.4 REINSTATEMENT.

        If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Section 8.2 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's obligations under this Indenture and the Notes shall be revived and
reinstated as though no deposit had occurred pursuant to Section 8.1 until such
time as the Trustee or Paying Agent is permitted to apply all such money or U.S.
Government Obligations in accordance with Section 8.2; provided, however, that
if the Company has made any payment of interest on or principal of any Notes
because of the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Notes to


                                      -26-
<PAGE>


receive such payment, as long as no money is owed to the Trustee by the Company,
from the money or U.S. Government Obligations held by the Trustee or Paying
Agent.

                                   ARTICLE 9

                                   AMENDMENTS

        SECTION 9.1 WITHOUT CONSENT OF HOLDERS.

        The Company and the Trustee may amend this Indenture or the Notes
without the consent of any Holder:

                                (1) to cure any ambiguity, defect or
                        inconsistency;

                                (2) to comply with Section 5.1;

                                (3) to provide for additional uncertificated
                        Notes or certificated Notes (if applicable);

                                (4) to make any change that does not adversely
                        affect the legal rights hereunder of any Holder,
                        including but not limited to an increase in the
                        aggregate dollar amount of Notes which may be
                        outstanding under this Indenture;

                                (5) to comply with any requirements of the SEC
                        in connection with the qualification of this Indenture
                        under the TIA; and

                                (6) make any other change that may be required,
                        provided that such change does not have a material
                        adverse effect on the Noteholders.

        SECTION 9.2 WITH CONSENT OF HOLDERS.

        The Company and the Trustee may amend this Indenture or the Notes with
the written consent of the Holders of at least a majority in principal amount of
the then outstanding Notes. The Holders of a majority in principal of the then
outstanding Notes may also waive any existing default or compliance with any
provision of this Indenture or the Notes. However, without the consent of the
Holder of each Note affected, an amendment or waiver under this Section may not
(with respect to any Note held by a nonconsenting Holder):

                                (1) reduce the principal amount of outstanding
                        Notes;

                                (2) reduce the rate of or change the time for
                        payment of interest, including default interest, on any
                        Note;

                                (3) reduce the principal of or change the fixed
                        maturity of any Note or alter the redemption provisions
                        or the price at which


                                      -27-
<PAGE>


                        the Company shall offer to purchase such Note pursuant
                        to Article 3 hereof;

                                (4) make any Note payable in money other than
                        that stated in the prospectus (or related supplement)
                        with respect to such Note;

                                (5) make any change in Section 6.4 or 6.7 hereof
                        or in this sentence of this Section 9.2;

                                (6) make any change in Article 10 that adversely
                        affects the rights of any Holders; or

                                (7) waive a Default or Event of Default in the
                        payment of principal of, or interest on, or redemption
                        payment with respect to, any Note (except a rescission
                        of acceleration of the Notes by the Holders of at least
                        a majority in aggregate principal amount of the Notes
                        and a waiver of the payment default that resulted from
                        such acceleration).

        It shall not be necessary for the consent of the Holders under this
Section to approve the particular form of any proposed amendment or waiver, but
it shall be sufficient if such consent approves the substance thereof.

        After an amendment or waiver under this Section becomes effective, the
Company shall mail to the Holders of each Note affected thereby a notice briefly
describing the amendment or waiver. Any failure of the Company to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture or waiver. Subject to Sections
6.4 and 6.7 hereof, the Holders of a majority in principal amount of the Notes
then outstanding may waive compliance in a particular instance by the Company
with any provision of this Indenture or the Notes.

        SECTION 9.3 COMPLIANCE WITH TRUST INDENTURE ACT.

        If at the time this Indenture shall be qualified under the TIA, every
amendment to this Indenture or the Notes shall be set forth in a supplemental
indenture that complies with the TIA as then in effect.

        SECTION 9.4 REVOCATION AND EFFECT OF CONSENTS.

        Until an amendment or waiver becomes effective, a consent to it by a
Holder of a Note is a continuing consent by the Holder and every subsequent
Holder of a Note or portion of a Note that evidences the same debt as the
consenting Holder's Note, even if notation of the consent is not made on any
Note. An amendment or waiver becomes effective in accordance with its terms and
thereafter binds every Holder.

        The Company may fix a record date for determining which Holders must
consent to such amendment or waivers. If the Company fixes a record date, the
record date shall be fixed at 30


                                      -28-
<PAGE>


days prior to the first solicitation of such consent or the date of the most
recent list of Holders furnished to the Trustee prior to such solicitation
pursuant to Section 2.5.

        SECTION 9.5 TRUSTEE TO SIGN AMENDMENTS, ETC.

        The Trustee shall sign any amendment or supplemental indenture
authorized pursuant to this Article if, in the Trustee's reasonable discretion,
the amendment does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. If it does, the Trustee may, but need not, sign it.
In signing or refusing to sign such amendment or supplemental indenture, the
Trustee shall be entitled to receive, if requested, an indemnity reasonably
satisfactory to it and to receive and, subject to Section 7.1, shall be fully
protected in relying upon, an Officers' Certificate and an Opinion of Counsel
(or written advice of counsel) as conclusive evidence that such amendment or
supplemental indenture is authorized or permitted by this Indenture, that it is
not inconsistent herewith, and that it will be valid and binding upon the
Company in accordance with its terms. The Company may not sign an amendment or
supplemental indenture until its Board of Directors approves it.

                                   ARTICLE 10

                                  SUBORDINATION

        SECTION 10.1 AGREEMENT TO SUBORDINATE.

        The Company agrees, and each Holder by accepting a Note consents and
agrees, that the Indebtedness evidenced by the Notes and the payment of the
principal of and interest on the Notes is subordinated in right of payment, to
the extent and in the manner provided in this Article, to the prior payment in
full, in cash, cash equivalents or otherwise in a manner satisfactory to the
holders of Senior Debt, of all Obligations due in respect of Senior Debt of the
Company whether outstanding on the date hereof or hereafter incurred, and that
the subordination is for the benefit of the holders of Senior Debt.

        For purposes of this Article, a payment or distribution on account of
the Notes may consist of cash, property or securities, by set-off or otherwise,
and a payment or distribution on account of any of the Notes shall include,
without limitation, any redemption, purchase or other acquisition of the Notes.

        SECTION 10.2 LIQUIDATION; DISSOLUTION; BANKRUPTCY.

            (a) Upon any payment or distribution of assets of the Company of any
kind or character, whether in cash, property or securities, to creditors upon
(i) any dissolution or


                                      -29-
<PAGE>


winding-up or total or partial liquidation or reorganization of the Company
whether voluntary or involuntary and whether or not involving insolvency or
bankruptcy or (ii) any bankruptcy or insolvency case or proceeding or any
receivership, liquidation, reorganization or other similar case or proceeding in
connection therewith, relative to the Company or to its assets, or (iii) any
assignment for the benefit of creditors or any other marshaling of assets of the
Company, all obligations due, or to become due, in respect of Senior Debt
(including interest after the commencement of any such proceeding at the rate
specified in the applicable Senior Debt) shall first interfeasibly be paid in
full, or provision shall have been made for such payment, in cash, cash
equivalents or otherwise in a manner satisfactory to the holders of Senior Debt,
before any payment is made on account of the principal of, or interest on the
Notes, except that Holders may receive securities that are subordinated to at
least the same extent as the Notes are to (x) Senior Debt and (y) any securities
issued in exchange for Senior Debt. Upon any such dissolution winding-up,
liquidation or reorganization, any payment or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
which the Holders of the Notes or the Trustee under this Indenture would be
entitled, except for the provisions hereof, shall be paid by the Company or by
any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person
making such payment or distribution, or by the Holders of the Notes or by the
Trustee under this Indenture if received by them, directly to the holders of
Senior Debt (pro rata to such holders on the basis of the amounts of Senior Debt
held by such holders) or their Representative or Representatives, or to the
trustee or trustees under any indenture pursuant to which any of such Senior
Debt may have been issued, as their interests may appear, for application to the
payment of Senior Debt remaining unpaid until all such Senior Debt has been
indefeasibly paid in full, or provisions shall have been made for such payment,
in cash, cash equivalents or otherwise in a manner satisfactory to the holders
of Senior Debt, after giving effect to any concurrent payment, distribution or
provision therefor to or for the holders of Senior Debt.

            (b) For purposes of this Article, the words "cash, property or
securities" shall not be deemed to include securities of the Company or any
other corporation provided for by a plan of reorganization or readjustment which
are subordinated, to at least the same extent as the Notes, to the payment of
all Senior Debt then outstanding or to the payment of all securities issued in
exchange therefor to the holders of Senior Debt at the time outstanding. The
consolidation of the Company with, or the merger of the Company with or into,
another corporation or the liquidation or dissolution of the Company following
the conveyance or transfer of its property as an entirety, or substantially as
an entirety, to another corporation upon the terms and conditions provided in
Article 5 shall not be deemed a dissolution, winding-up, liquidation or
reorganization for the purposes of this Section if such other corporation shall,
as part of such consolidation, merger, conveyance or transfer, comply with the
conditions stated in Article 5.

        SECTION 10.3 DEFAULT OF SENIOR DEBT.

            (a) In the event and during the continuation of any default in the
payment of principal of (or premium, if any) or interest on any Senior Debt, or
any amount owing from time to time under or in respect of Senior Debt or in the
event that any nonpayment event of default with respect to any Senior Debt shall
have occurred and be continuing and shall have resulted in such Senior Debt
becoming or being declared due and payable prior to the date


                                      -30-
<PAGE>


on which it would otherwise have become due and payable, or (b) in the event
that any other nonpayment event of default with respect to any Senior Debt shall
have occurred and be continuing permitting the holders of such Senior Debt (or a
trustee on behalf of the holders thereof) to declare such Senior Debt due and
payable prior to the date on which it would otherwise have become due and
payable, then the Company shall make no payment, direct or indirect (including
any payment which may be payable by reason of the payment of any other
Indebtedness of the Company being subordinated to the payment of the Notes)
(other than securities that are subordinated to at least the same extent as the
Notes are to (x) Senior Debt and (y) any securities issued in exchange for
Senior Debt) unless and until such event of default shall have been cured or
waived or shall have ceased to exist or such acceleration shall have been
rescinded or annulled

        SECTION 10.4 WHEN DISTRIBUTION MUST BE PAID OVER.

        If the Trustee or any Holder receives any payment with respect to the
Notes, whether in cash property or securities (other than securities that are
subordinated to at least the same extent of the Notes are to (x) Senior Debt and
(y) any securities issued in exchange for Senior Debt at a time when such
payment is prohibited by this Article), such payment shall be held by the
Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith
over and delivered to, the holders of Senior Debt (pro rata to such holders on
the basis of the amount of Senior Debt held by such holders) for application to
the payment of all Obligations with respect to Senior Debt remaining unpaid to
the extent necessary to pay such Obligations in full, in cash, cash equivalents
or otherwise in a manner satisfactory to the holders of Senior Debt, in
accordance with the terms of such Senior Debt, after giving effect to any
concurrent payment or distribution to or for the holders of Senior Debt.

        With respect to the holders of Senior Debt, the Trustee undertakes to
perform only such obligations on the part of the Trustee as are specifically set
forth in this Article, and no implied covenants or obligations with respect to
the holders of Senior Debt shall be read into this Indenture against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and shall not be liable to any such holders if the
Trustee shall pay over or distribute to or on behalf of Holders or the Company
or any other Person money or assets to which any holders of Senior Debt shall be
entitled by virtue of this Article, except if such payment is made as a result
of the willful misconduct or gross negligence of the Trustee.

        SECTION 10.5 NOTICE BY COMPANY.

        The Company shall promptly notify the Trustee and the Paying Agent in
writing of any facts known to the Company that would cause a payment of any
Obligations with respect to the Company to violate this Article, but failure to
give such notice shall not affect the subordination of the Notes to the Senior
Debt provided in this Article.

        SECTION 10.6 SUBROGATION.

        After all Senior Debt is paid in full, in cash, cash equivalents or
otherwise in a manner satisfactory to the holders of such Senior Debt, and until
the Notes are paid in full, Holders shall be subrogated (equally and ratably
with all other Indebtedness pari passu with the Notes) to the


                                      -31-
<PAGE>


rights of holders of Senior Debt to receive distributions applicable to Senior
Debt to the extent that distributions otherwise payable to the Holders have been
applied to the payment of Senior Debt. A distribution made under this Article to
holders of Senior Debt which otherwise would have been made to Holders is not,
as between the Company and Holders, a payment by the Company on the Senior Debt.

        SECTION 10.7 RELATIVE RIGHTS.

        This Article defines the relative rights of Holders and holders of
Senior Debt. Nothing in this Indenture shall:

                                (1) impair, as between the Company and Holders,
                        the obligations of the Company, which are absolute and
                        unconditional, to pay principal of and interest on the
                        Notes in accordance with their terms;

                                (2) affect the relative rights of Holders and
                        creditors of the Company other than their rights in
                        relation to holders of Senior Debt; or

                                (3) prevent the Trustee or any Holder from
                        exercising its available remedies upon a Default or
                        Event of Default, subject to the rights of holders and
                        owners of Senior Debt to receive distributions and
                        payments otherwise payable to Holders.

        If the Company fails because of this Article to pay principal of or
interest on a Note on the due date, the failure is still a Default or Event of
Default.

        SECTION 10.8 SUBORDINATION MAY NOT BE IMPAIRED BY THE COMPANY OR HOLDERS
                     OF SENIOR DEBT.

        No right of any present or future holder of Senior Debt to enforce the
subordination of the Indebtedness evidenced by the Notes and the Obligations
related thereto shall be prejudiced or impaired by any act or failure to act by
any such holder or by the Company, the Trustee or any Agent or by the failure of
the Company to comply with this Indenture, regardless of any knowledge thereof
which any such holder may have or otherwise be charged with.

        Without limiting the effect of the preceding paragraph, any holder of
Senior Debt may at any time and from time to time without the consent of or
notice to any other holder or to the Trustee, without impairing or releasing any
of the rights of any holder of Senior Debt under this Indenture, upon or without
any terms or conditions and in whole or in part:

            (a) change the manner, place or term of payment, or change or extend
the time of payment of, renew or alter any Senior Debt or any other liability of
the Company to such holder, any security therefor, or any liability incurred
directly or indirectly in respect thereof, and the provisions of this Article
shall apply to the Notes as so changed, extended, renewed or altered;


                                      -32-
<PAGE>


            (b) notwithstanding the provisions of Section 5.1 hereof, sell,
exchange, release, surrender, realize upon or otherwise deal with in any manner
and in any order any property by whomsoever at any time pledged or mortgaged to
secure, or howsoever securing, any Senior Debt or any other liability of the
Company to such holder or any other liabilities incurred directly or indirectly
in respect thereof or hereof or any offset thereagainst;

            (c) exercise or refrain from exercising any rights or remedies
against the Company or others or otherwise act or refrain from acting or, for
any reason, fail to file, record or otherwise perfect any security interest in
or lien on any property of the Company or any other Person; and

            (d) settle or compromise any Senior Debt or any other liability of
the Company to such holder, or any security therefor, or any liability incurred
directly or indirectly in respect thereof.

        All rights and interests under this Indenture of any holder of Senior
Debt and all agreements and obligations of the Trustee, the Holders, and the
Company under Article 6 and under this Article shall remain in full force and
effect irrespective of (i) any lack of validity or enforceability of any
agreement or instrument relating to any Senior Debt or (ii) any other
circumstance that might otherwise constitute a defense available to, or a
discharge of, the Trustee, any Holder, or the Company.

        Any holder of Senior Debt hereby authorized to demand specific
performance of the provisions of this Article, whether or not the Company shall
have complied with any of the provisions of this Article applicable to it, at
any time when the Trustee or any Holder shall have failed to comply with any of
these provisions. The Trustee and the Holders irrevocably waive any defense
based on the adequacy of a remedy at law that might be asserted as a bar to such
remedy of specific performance.

        SECTION 10.9 DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

        Whenever a distribution is to be made or a notice given to holders of
Senior Debt, the distribution may be made and the notice given to their
representative.

        Upon any payment or distribution of assets of the Company referred to in
this Article, the Trustee and the Holders shall be entitled to rely upon any
order or decree made by any court of competent jurisdiction in which bankruptcy,
dissolution, winding-up, liquidation or reorganization proceedings are pending
or upon any certificate of any representative of any holder of Senior Debt or of
the liquidating trustee or agent or other Person making any distribution,
delivered to the Trustee or to the Holders, for the purpose of ascertaining the
Persons entitled to participate in such distribution, the holders of the Senior
Debt and other indebtedness of the Company, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article.

        SECTION 10.10 RIGHTS OF TRUSTEE AND PAYING AGENT.

        Notwithstanding the provisions of this Article or any other provision of
this Indenture, the Trustee shall not be charged with knowledge of the existence
of any facts which would


                                      -33-
<PAGE>


prohibit the making of any payment or distribution by the Trustee, or the taking
of any action by the Trustee, and the Trustee may continue, or the Company may
continue to cause the Paying Agent, to make payments on the Notes unless it
shall have received at its Corporate Trust Office at least 5 Business Days prior
to the date of such payment written notice of facts that would cause the payment
of any Obligations with respect to the Notes to violate this Article, which
notice, unless specified by a holder of Senior Debt as such, shall not be deemed
to be a Payment Notice. The Trustee may conclusively rely on such notice. Only
the Company or a holder of Senior Debt may give the notice. Nothing in this
Article shall apply to amounts due to, or impair the claims of, or payments to,
the Trustee under or pursuant to Section 7.7 hereof.

        The Trustee in its individual or any other capacity may hold Senior Debt
with the same rights it would have if it were not Trustee. Any Agent may do the
same with like rights.

        SECTION 10.11 AUTHORIZATION TO EFFECT SUBORDINATION.

        Each Holder of a Note by his acceptance thereof authorizes and directs
the Trustee on his behalf to take such action as may be necessary or appropriate
to effectuate, as between the holders of Senior Debt and the Holders, the
subordination as provided in this Article, and appoints the Trustee his
attorney-in-fact for any and all such purposes.

        SECTION 10.12 ARTICLE APPLICABLE TO PAYING AGENT.

        In case at any time any Paying Agent (other than the Trustee or the
Company) shall have been appointed by the Company and be then acting hereunder,
the term "Trustee" as used in this Article shall in such case (unless the
context otherwise requires) be construed as extending to and including such
Paying Agent within its meaning as fully for all intents and purposes as if such
Paying Agent were named in this Article in addition to or in place of the
Trustee.

        SECTION 10.13 MISCELLANEOUS.

            (a) The agreements contained in this Article shall continue to be
effective or be reinstated, as the case may be, if at any time any payment of
any of the Senior Debt is rescinded or must otherwise be returned by any holder
of Senior Debt upon the insolvency, bankruptcy or reorganization of the Company
or otherwise, all as though such payment had not been made.

            (b) The Trustee shall notify all holders of Senior Debt (of whose
identity the Trustee has received reasonable advance written notice) of the
existence of any Default or Event of Default under Section 6.1 promptly after a
Responsible Officer of the Trustee actually becomes aware thereof; provided,
however, that at least 5 Business Days prior to the notification of any holder
of Senior Debt under this Section 10.13, the Trustee shall provide the Company
with notice of its intent to provide such notification, provided further,
however, that no defect in the form or delivery of the Trustee's notice to the
Company shall preclude the timely notice by the Trustee to the holders of Senior
Debt.


                                      -34-
<PAGE>


                                   ARTICLE 11

                                  MISCELLANEOUS

        SECTION 11.1 TRUST INDENTURE ACT CONTROLS.

        If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by Section 318(c) of the TIA, the imposed duties shall
control.

        SECTION 11.2 NOTICES.

        Any notice, instruction, direction, request or other communication by
the Company, the Trustee or any other holder of Senior Debt to the others is
duly given if in writing and delivered in person or mailed by first-class mail
(registered or certified, return receipt requested), telex, telecopier or
overnight air courier guaranteeing next day delivery, to the other's address:

        If to the Company:

              VESTIN GROUP, INC.
              2901 El Camino
              Las Vegas, Nevada  89102
              Attention:  Ira Levine
                          Executive Vice President of Legal and Corporate
                          Affairs and Secretary
              Telecopier: (702) 362-4767

        With a copy to:

              SQUIRE, SANDERS & DEMPSEY L.L.P.
              801 South Figueroa Street, 14th Floor
              Los Angeles, California  90017-5554
              Attention:  Hillel T. Cohn
              Telecopier: (213) 623-4581

        If to the Trustee:

              U.S. BANK NATIONAL ASSOCIATION
              1 California Street
              Suite 2550
              San Francisco, California 94111
              Attention: Raafat Sarkis, Corporate Trust Services
              Telecopier: (415) 273-4590

        If to a holder of Senior Debt, such address as such holder of Senior
Debt shall have provided in writing to the Company and the Trustee.


                                      -35-
<PAGE>


        The Company, the Trustee or a holder of Senior Debt by notice to the
Company and the Trustee may designate additional or different addresses for
subsequent notices or communications.

        All notices and communications (other than those sent to Holders) shall
be deemed to have been duly given: at the time delivered by hand, if personally
delivered; 5 Business Days after being deposited in the mail, postage prepaid,
if mailed; when answered back, if telexed; when receipt acknowledged, if
telecopied; and the next Business Day after timely delivery to the courier, if
sent by overnight air courier guaranteeing next day delivery.

        Any notice or communication to a Holder shall be mailed by first-class
mail, certified or registered, return receipt requested, to his address shown on
the register kept by the Registrar. Failure to mail a notice or communication to
a Holder or any defect in it shall not affect its sufficiency with respect to
other Holders.

        If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

        If the Company mails a notice or communication to Holders, it shall mail
a copy to the Trustee and each Agent at the same time.

        SECTION 11.3 COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

        Holders may communicate pursuant to Section 312(b) of the TIA with other
Holders with respect to their rights under this Indenture or the Notes. The
Trustee is subject to Section 312(b) of the TIA. The Company, the Trustee, the
Registrar and anyone else shall have the protection of Section 312(c) of the
TIA.

        SECTION 11.4 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

        Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

                                (1) an Officers' Certificate in form and
                        substance reasonably satisfactory to the Trustee (which
                        shall include the statements set forth in Section 11.5)
                        stating that, in the opinion of the signers, all
                        conditions precedent and covenants, if any, provided for
                        in this Indenture relating to the proposed action have
                        been complied with; and

                                (2) an Opinion of Counsel in form and substance
                        reasonably satisfactory to the Trustee (which shall
                        include the statements set forth in Section 11.5)
                        stating that, in the opinion of such counsel, all such
                        conditions precedent and covenants have been complied
                        with.


                                      -36-
<PAGE>


        SECTION 11.5 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

        Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than a certificate provided
pursuant to Section 314(a)(4) of the TIA) shall include:

                                (1) a statement that the Person making such
                        certificate or opinion has read such covenant or
                        condition;

                                (2) a brief statement as to the nature and scope
                        of the examination or investigation upon which the
                        statements or opinions contained in such certificate or
                        opinion are based;

                                (3) a statement that, in the opinion of such
                        Person, he/she has made such examination or
                        investigation as is necessary to enable him/her to
                        express an informed opinion whether such covenant or
                        condition has been complied with; and

                                (4) a statement whether, in the opinion of such
                        Person, such condition or covenant has been complied
                        with.

        SECTION 11.6 RULES BY TRUSTEE AND AGENTS.

        The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Company may cause the Registrar or Paying Agent to make reasonable
rules and set reasonable requirements for its functions.

        SECTION 11.7 LEGAL HOLIDAYS.

        A "Legal Holiday" is a Saturday, a Sunday or a day on which banking
institutions in the State of Nevada or the City of Las Vegas or at a place of
payment are authorized or obligated by law, regulation or executive order to
remain closed. If a payment date is a Legal Holiday at a place of payment,
payment may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.

        SECTION 11.8 NO RECOURSE AGAINST OTHERS.

        No director, officer, employee, agent, manager or stockholder of the
Company as such, shall have any liability for any obligations of the Company
under the Notes or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Holder by accepting a Note
waives and releases all such liability.

        SECTION 11.9 DUPLICATE ORIGINALS.

        The parties may sign any number of copies of this Indenture. One signed
copy is enough to prove this Indenture.


                                      -37-
<PAGE>


        SECTION 11.10 GOVERNING LAW.

        THE INTERNAL LAW OF THE STATE OF DELAWARE SHALL GOVERN THIS INDENTURE
AND THE SECURITIES, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

        SECTION 11.11 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

        This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company. Any such indenture, loan or debt agreement may
not be used to interpret this Indenture.

        SECTION 11.12 SUCCESSORS.

        All agreements of the Company in this Indenture and the Notes shall bind
its successors. All agreements of the Trustee in this Indenture shall bind its
successor.

        SECTION 11.13 SEVERABILITY.

        In case any provision in this Indenture or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

        SECTION 11.14 COUNTERPART ORIGINALS.

        The parties may sign any number of copies of this Indenture. Each signed
copy shall be an original, but all of them together represent the same
agreement.

        SECTION 11.15 TABLE OF CONTENTS, HEADINGS, ETC.

        The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof and shall in no way
modify or restrict any of the terms or provisions thereof.


                                      -38-
<PAGE>


                                   SIGNATURES

        IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed and their respective corporate seals to be hereunto affixed and
attested, as of the day and year first written above.

                                       VESTIN GROUP, INC.
                    (SEAL)             By: /s/ Michael V. Shustek
                                          --------------------------------------
                                       Name: Michael V. Shustek
                                       Title: Chairman and Chief Executive
                                              Officer
Attest:


                                       U.S. BANK NATIONAL ASSOCIATION, as
                                       Trustee
                                       By: /s/ Robert L. Von Hess
                                          --------------------------------------
                                       Name: Robert L. Von Hess
                                            ------------------------------------
                                       Title: Vice President
                                             -----------------------------------



                           SIGNATURE PAGE TO INDENTURE


                                      -39-