INDEMNITY
AGREEMENT
 
 
 This Indemnity Agreement (the
“Agreement”) is entered into as of the 25th day of March, 2009 by and among
Vestin Group, Inc., a Delaware corporation and Michael V. Shustek, jointly and
severally (collectively, “Indemnitor”) and Vestin Fund III, LLC, a Nevada
limited liability company (“Indemnitee”).
 
 W I T N E
S S E T H:
  WHEREAS,
Indemnitee was the owner of certain real property commonly known as 8379 W.
Sunset Road, Las Vegas, Nevada 89113 (the “Premises”);
and
  WHEREAS,
Vestin Group, Inc., leased the Premises from Indemnitee pursuant to a lease
dated March 31, 2003 (the “Lease”); and
  WHEREAS,
Indemnitee sold the Premises to BIRKELAND FAMILY LLC III- DELAWARE, LLC, a
Delaware limited liability company (“Birkeland III”), and
BIRKELAND FAMILY LLC V - DELAWARE, LLC, a Delaware limited liability company
(“Birkeland V”
and collectively with Birkeland III, “Birkeland”);
and
  WHEREAS,
as part of the sale by Indemnitee to Birkland, Indemnitee guaranteed certain of
Vestin Group, Inc’s lease payments with a letter of credit in the amount if
$950,000; and
  WHEREAS,
certain disputes have arisen between Vestin Group, Inc. and Birkland concerning
the Premises and Vestin Group, Inc. has ceased making certain rental payments;
and
  WHEREAS,
Birkland contends Vestin Group, Inc. is in default of its Lease obligations and
has threatened to call Indemnitee’s letter of credit; and
  WHEREAS,
Michael V. Shustek is the sole shareholder of Vestin Group, Inc.;
and
  WHEREAS,
Indemnitors have agreed to indemnify Indemnitee for any loss sustained by
Indemnitee from the calling by Birkland of the letter of credit
  NOW
THEREFORE, based upon the foregoing in consideration of the mutual covenants
hereinafter set forth and other good and valuable consideration, the parties
hereto agree as follows:
 
 1.           Indemnity.  Indemnitor
hereby agrees, without set off or deduction, to indemnify, defend and hold
harmless Indemnitee from and against any and all damages, expenses and losses
(including, without limitation, reasonable attorneys’ fees) actually incurred by
Indemnitee under the terms of and as a result of Birkland calling the letter of
credit.
 
  
  2.           Notice of
Claim.  In the event a claim or demand is made upon Indemnitee
arising out of and related to the letter of credit, Indemnitee shall immediately
notify Indemnitor in writing and shall provide Indemnitor with a copy of any
written or electronic communication received by Indemnitee relating thereto (the
“Claim”).  At their option, Indemnitor may assume the defense of any
claim or any legal proceeding filed against Indemnitee based upon the Claim,
with counsel employed by Indemnitor and at Indemnitors’ sole cost and expense
expense or Indemnitor may allow Indemnitee to defend the Claim and shall advance
all costs and expenses incurred by Indemnitee in connection with any Claim and
the defense thereof.  Indemnitee shall have no obligation to exhaust
claims against any other party before exercising it indemnity rights pursuant to
this Agreement.
 
 3.           Cooperation.  Indemnitee
agrees to cooperate with Indemnitor and assist Indemnitor in defending any
Claim.  Indemnitor shall have the right, in its sole discretion, to
settle any Claim, provided such settlement has no financial impact or would
otherwise result in a hardship to Indemnitee.
 
 4.           Notices.  Any
notice given pursuant to this Agreement shall be in writing and either served
personally or faxed to the addresses provided below.  If a notice is
faxed, a copy of the notice shall also be sent by certified mail, return receipt
requested, postage prepaid, within one (1) business day following transmittal by
facsimile.
 
 If to
Indemnitee:                                           6149
S. Rainbow Blvd.
 Las Vegas, NV 89118
 Attn: Daniel Stubbs
 
 If to
Indemnitor:                                           6149
S. Rainbow Blvd.
 Las Vegas, NV 89118
 Attn: Michael Shustek
 
 5.           Waivers.  No
covenant, term or condition of this Agreement shall be deemed waived by either
party unless such waiver is in writing and executed by such party.
 
 6.           Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada.  The parties agree to
the exclusive jurisdiction of the courts of the Clark County in determining any
disputes arising hereunder.  Both parties waive all rights to a jury
trial.
 
 7.           Costs and
Fees.  In the event of an action or proceeding being filed to
enforce or interpret the terms of this Agreement, the prevailing party shall be
entitled to recover its costs and reasonable attorneys’ fees as awarded by the
court.
  
  8.           Multiple
Counterparts.  This Agreement may be signed in multiple
counterparts which, taken together, shall constitute one and the same
instrument.
 
 9.           Recitals.  The
recitals are hereby incorporated as if fully set forth in this
Agreement
 
 IN
WITNESS WHEREOF we have set forth our hands on the date first set forth
above.
 
 INDEMNITOR:
 Vestin
Group, Inc., a Delaware corporation
 
 ____________________________
 Michael
V. Shustek, President
 
 INDEMNITEE:
 Vestin
Fund III, LLC, a Nevada limited liability company
 By:
Vestin Mortgage, Inc., a Nevada corporation, its Manager
 
 _____________________________
 Daniel
Stubbs, Vice President