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                                                                    Exhibit 14.1

                               VESTIN GROUP, INC.

                              VESTIN MORTGAGE, INC.

                 CODE OF ETHICS FOR PRINCIPAL EXECUTIVE OFFICER

                          AND SENIOR FINANCIAL OFFICERS

                            (ADOPTED MARCH 30, 2004)

I.    INTRODUCTION

      Vestin Group, Inc. ("Vestin Group") expects the highest ethical conduct
from its and Vestin Mortgage, Inc.'s (together with Vestin Group, "Vestin")
principal executive officer and senior financial officers. Your full compliance
with this Code and Vestin's Code of Business Conduct and Ethics is mandatory.
You are expected to (i) foster a culture of transparency, integrity and honesty,
and (ii) ensure that everyone in your organization also fully complies with this
Code.

II.   CONFLICTS OF INTEREST

      You must avoid any personal activity, investment or association that could
appear to interfere with good judgment concerning Vestin's best interests. You
may not exploit your position or relationship with Vestin for personal gain. You
should avoid even the appearance of conflict. Some examples that are likely
conflicts of interest are: (i) to cause Vestin to engage in a business
transaction with your relatives or friends, (ii) to use nonpublic information of
Vestin or its clients or vendors for personal gain by you, your relatives or
friends, (iii) receive a loan, guarantee of obligation or receive more than a
modest gift from Vestin or a third party as a result of your position at Vestin,
or (iv) compete or prepare to compete with Vestin while still employed by
Vestin.

III.  ACCURATE PERIODIC REPORTS

      As you are aware, full, fair, accurate, timely and understandable
disclosures in Vestin's periodic reports is legally required and is essential to
the success of Vestin's business. Vestin expects that you will exercise the
highest standard of care in preparing such reports which includes:

            (a) Maintaining all of Vestin's accounting records as well as
reports produced from those records, in accordance with the laws of each
applicable jurisdiction;

            (b) Maintaining all records fairly and accurately to reflect the
transactions and occurrences for which they relate;

            (c) Maintaining all records fairly and accurately to reflect in
reasonable detail, Vestin's assets, liabilities, revenues and expenses;

            (d) Ensuring Vestin's accounting records do not contain any false of
intentionally misleading entries;
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            (e) Ensuring that none of Vestin's transactions are intentionally
misclassified as to accounts, departments or accounting periods;

            (f) Ensuring that all transactions are supported by accurate
documentation in reasonable detail and recorded in the proper account and in the
proper accounting period;

            (g) Never concealing information from the internal auditors or the
independent auditors of Vestin; and

            (h) Complying with Vestin's system of internal accounting controls
at all times.

IV.   COMPLIANCE

      You are expected to comply with both the letter and spirit of all
applicable government laws, rules and regulations. If you fail to comply with
this Code, with Vestin's Code of Business Conduct and Ethics and/or with
applicable laws, you will be subject to disciplinary measures, including
possible immediate termination of employment with Vestin.

V.    REPORTING VIOLATIONS

      Your conduct can reinforce an ethical atmosphere and positively influence
the conduct of fellow employees. If you are powerless to stop suspected
misconduct or discover it after it has occurred, you must either report it to
the appropriate level of management or the general counsel of the Company (the
"General Counsel") or directly contact the Audit Committee of the Board of
Directors of Vestin by sending a detailed note with relevant documents to
2920 North Green Valley Parkway, Suite 821, Henderson, Nevada 89014.

      All calls, detailed notes and/or emails will be dealt with confidentially.
You have the commitment of Vestin and of the Audit Committee of the Board of
Directors that you will be protected from retaliation.

VI.   CONCLUSION

      In the final analysis, you are the guardian of Vestin's ethics. While
there is no universal rules, when in doubt ask yourself:

      -     Would I feel comfortable if the action I'm taking is fully
            publicized in the media with all the details, including my photo?

      -     Could I testify in a court of law or before a government agency
            about my action without exposing Vestin or myself to liability?

      -     Will my action seem like the appropriate one the next day or over
            time?

      -     Would I feel comfortable telling my co-workers, my family, my
            friends or my religious leader about my action?


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      If you uncomfortable with your answer to any of the above, you should not
take the contemplated actions without first discussing them with the appropriate
level of management, the General Counsel or the Audit Committee of the Board of
Directors.

VII.  ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS

      I have received and read the Company's Code of Ethics. I understand the
standards and policies contained in the Company Code of Ethics and understand
that there may be additional policies or laws applicable to me or my job with
the Company. I agree to comply fully with the standards, policies and procedures
contained in the Code of Ethics and the Company's related policies and
procedures.

      If I have questions concerning the meaning or application of the Company
Code of Ethics, any Company policies, or the legal and regulatory requirements
applicable to my job, I know I can consult the Human Resources Department,
knowing that my questions or reports to these sources will be maintained in
confidence. I further understand that I have an obligation to report to the
General Counsel or the Audit Committee of the Board of Directors any suspected
violations of the Code of Ethics that I am aware of.

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Name

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Signature

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Date

      All executive officers must sign and return this form to the Human
Resources Department.


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