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                                                                    Exhibit 10.7


                          TOTALLY RESTATED AND AMENDED
                              EMPLOYMENT AGREEMENT

         THIS TOTALLY RESTATED AND AMENDED EMPLOYMENT AGREEMENT (the
"Agreement") is made and entered effective as of January 1, 2003 by and between
Vestin Group, Inc., a Delaware corporation (the "Corporation"), and Lance
Bradford (the "Executive") with reference to the following facts:

                                   WITNESSETH:

         WHEREAS, the Corporation previously entered into an employment
agreement (the "Initial Employment Agreement") with Executive; and

         WHEREAS, the Corporation desires to totally amend and restate the
Initial Employment Agreement in order to retain the services of the Executive
and to maximize the period of his continued availability; and

         WHEREAS, the Corporation desires to enter into the Agreement with
Executive as is more fully set forth herein.

         NOW, THEREFORE, on the basis of the foregoing facts and in
consideration of the mutual covenants and agreements contained herein, the
parties hereto agree as follows:

         1.       Employment. The Corporation hereby agrees to, and does hereby,
employ the Executive and Executive hereby accepts employment with the
Corporation on the terms and conditions set forth in this Agreement (the
"Agreement").

         2.       Term. The term of this Agreement shall commence on January 1,
2003, and shall continue for a period of five (5) years until December 31, 2008
(the "Term"). After the initial five (5) year Term, this Agreement shall
continue for successive one (1) year periods unless either party hereto shall
notify the other in writing at least thirty (30) days prior to the end of the
Term of their intention of not renewing the same.

         3.       Duties and Services.

                  a.       The Corporation and the Executive hereby agree that,
                           subject to the provisions of this Agreement, the
                           Corporation will employ the Executive and the
                           Executive will serve the Corporation as President
                           during the Term.

                  b.       Executive agrees during the term of this Agreement
                           not to usurp a corporate opportunity for his own
                           financial gain. A corporate opportunity shall be
                           defined as a business opportunity which the
                           Corporation is financially able to undertake, is,
                           from its nature, in the line of the

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                           Corporation's business and is one in which the
                           Corporation has an interest or a reasonable
                           expectancy. Executive agrees that he shall offer a
                           corporate opportunity to the Corporation. The
                           Corporation shall have ten (10) days to either take
                           the opportunity for itself or to reject the
                           opportunity in which case Executive shall have the
                           right to pursue such opportunity for himself. Failure
                           to notify Executive within such ten (10) day period
                           shall be deemed a rejection of the opportunity by the
                           Corporation.

         4.       Compensation.

                  a.       As salary during the Term, the Corporation shall pay
                           the Executive, in accordance with its normal payroll,
                           a minimum annual salary of Two Hundred Thousand
                           Dollars ($200,000) such salary to be paid no less
                           than semi-monthly during the Term. The Executive
                           shall receive such additional salary as the Board of
                           Directors of the Corporation may from time to time
                           determine during the Term. Unless expressly agreed in
                           writing by the parties hereto, no such additional
                           compensation or benefits shall be deemed to modify or
                           otherwise affect the terms or conditions of this
                           Agreement. Notwithstanding the foregoing if Executive
                           is terminated other than for Cause Executive shall be
                           entitled to the lesser of six (6) months salary or
                           the salary due for the remaining Term of this
                           Agreement as severance as Executive's sole and
                           exclusive rights pursuant to this Agreement. In the
                           event Executive is terminated for Cause, this
                           Agreement shall terminate and Executive shall be
                           entitled to no compensation. Cause shall exist when
                           and only when Executive (i) after receipt of written
                           notification by the Board of Directors or the CEO has
                           wilfully failed and continues to fail after such
                           written notice for a period of thirty (30) days to
                           substantially perform his duties (other than failure
                           resulting from incapacity due to physical or mental
                           illness), (ii) is convicted of a crime constituting a
                           felony, or (iii) has been proven to be dishonest, has
                           embezzled or has committed common law fraud ("for
                           Cause").

                  b.       Executive shall receive an automobile and living
                           allowance in the amount of One Thousand Dollars
                           ($l,000) per month during the Term.

         5.       Other Benefits. During the Term the Executive shall receive
all rights and benefits for which he is then eligible under any employee benefit
plan or bonus plan which the Corporation generally provides for its employees.

         6.       Death or Disability. In the event of the death of the
Executive or the disability of the Executive, this Agreement shall immediately
terminate and the Corporation shall pay to the Executive or his estate the
greater of (i) six (6) month's salary or (ii) such amount as is otherwise

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set forth in a separate agreement concerning death and/or disability. Any such
payment made pursuant to (i) above shall be paid in a single lump sum payment
which payment shall be due and payable upon the sooner of (i) thirty (30) days
of Executive's death or (ii) thirty (30) days after Executive is declared by his
physician incapable of performing his duties as specified in this Agreement. The
Corporation shall have the right to fund Executive's death and/or disability
benefit through life insurance.

         7.       Place of Performance. In connection with his employment by
the Corporation during the Term, the Executive shall at all times be entitled to
an office at the principal executive offices of the Corporation, located in Las
Vegas, Nevada, or at such other office of the Corporation.

         8.       Outside Activities and Non-Competition.

                  a.       Covenant Not to Compete. Executive recognizes that
                           the Corporation's decision to enter into this
                           Agreement is induced primarily because of the
                           covenants and assurances made by Executive, that
                           Executive's covenant not to compete is necessary to
                           ensure the continuation of the business of the
                           Corporation and the reputation of the Corporation,
                           and that irrevocable harm and damage will be done to
                           the Corporation if Executive competes with the
                           Corporation. Therefore, Executive agrees that during
                           the term of this Agreement and for a period of two
                           (2) years following termination of this Agreement,
                           Executive shall not, directly or indirectly, as an
                           employee, employer, contractor, consultant, agent,
                           principal, shareholder, corporate officer, director,
                           or in any other individual or representative
                           capacity, engage or participate in any business or
                           practice within the Practice Territory that is in
                           competition in any manner whatsoever with the
                           business of the Corporation without the written
                           permission of the Corporation. The term "in
                           competition in any manner whatsoever with the
                           business of the Corporation" shall include but not be
                           limited to engaging in the mortgage business in the
                           Practice Territory. Practice Territory shall be
                           defined as any area in which the Corporation has an
                           office or conducts business. Executive agrees:

                           (i)      If Executive should set up an office within
                                    the Practice Territory in competition with
                                    the business of the Corporation, it would
                                    cause economic harm and loss of goodwill to
                                    the Corporation resulting in immediate and
                                    irreparable loss, injuries, and damage to
                                    the Corporation.

                           (ii)     Notwithstanding anything to the contrary in
                                    this Section 8, Executive is not prohibited
                                    from owning less than five percent (5%) of
                                    the equity of any publicly traded entity.

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                  b.       Enforcement. The Corporation and Executive further
                           agree that if any restriction in this Article is held
                           by any court to be unenforceable or unreasonable, a
                           lesser restriction will be enforced in its place and
                           the remaining restrictions in this Agreement will be
                           enforced independently of each other. In any action
                           to enforce any provision of this Article 8, the court
                           may award reasonable attorneys' fees, costs, and
                           expenses to the prevailing party.

                  c.       Survival. The provisions of this Article 8 shall
                           survive the termination of this Agreement for two (2)
                           years.

         9.       Confidentiality of Information.

                  a.       Confidential Information. Executive agrees to keep
                           confidential and not to use or to disclose to others
                           during the term of this Agreement and for a period of
                           ten (10) years thereafter, except as expressly
                           consented to in writing by the Corporation or
                           required by law, any secrets or confidential
                           technology, proprietary information, patient lists,
                           or trade secrets of the Corporation, or any matter or
                           thing ascertained by Executive through Executive's
                           affiliation with the Corporation, the use or
                           disclosure of which matter or thing might reasonably
                           be construed to be contrary to the best interest of
                           the Corporation, the use or disclosure of which
                           matter or thing might reasonably be construed to be
                           contrary to the best interests of the Corporation.
                           This restriction shall not apply to any information
                           that (i) is or becomes generally available to and
                           known by the public (other than as a result of an
                           unpermitted disclosure directly or indirectly by
                           Executive or Executive's affiliates, advisors, or
                           representatives); (ii) is or becomes available to
                           Executive on a nonconfidential basis from a source
                           other than the Corporation or its affiliates,
                           advisors, or representatives, provided that, at the
                           time of disclosure to Executive, Executive is not
                           aware that such source was bound by a confidentiality
                           agreement with or other obligation of secrecy to the
                           Corporation; or (iii) has already been or is
                           hereafter independently acquired or developed by the
                           Corporation; without violating any confidentiality
                           agreement with or other obligation of secrecy to the
                           Corporation.

                  b.       Departure. Except as provided herein, should
                           Executive leave the employment of the Corporation,
                           Executive will neither take nor retain, without prior
                           written authorization from the Corporation, any
                           papers, client lists, fee books, client records,
                           files, or other documents or copies thereof or other
                           confidential information of any kind belonging to the
                           Corporation pertaining to the Corporation's clients,
                           business, sales, financial condition, or products.
                           Without limiting other possible remedies to the
                           Corporation for the breach of this covenant,
                           Executive agrees that

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                           injunctive or other equitable relief shall be
                           available to enforce this covenant, such relief to be
                           without the necessity of posting a bond, cash or
                           otherwise. Executive further agrees that if any
                           restriction contained in this paragraph is held by
                           any court to be unenforceable or unreasonable, a
                           lesser restriction shall be enforced in its place and
                           remaining restrictions contained herein shall be
                           enforced independently of each other.

                  c.       Exceptions.

                           (i)      Executive shall not be prohibited from
                                    releasing any confidential or proprietary
                                    information to Executive's legal counsel or
                                    financial advisors, provided that Executive
                                    places such advisors under legal obligation
                                    not to disclose the confidential
                                    information.

                           (ii)     It shall not be a breach of Executive's
                                    covenants under this Article 9 if a
                                    disclosure is made pursuant to a court
                                    order, a valid administrative agency
                                    subpoena, or a lawful request for
                                    information by an administrative agency.
                                    Executive shall give the Corporation prompt
                                    notice of any such court order, subpoena, or
                                    request for information.

         10.      Notice. All Notices and other communications hereunder shall
be in writing and shall be deemed to have been validly served, given or
delivered five (5) days after deposit in the United States mail, by certified
mail with return receipt requested and postage prepaid, when delivered
personally, one (1) day after delivery to any overnight courier, or when
transmitted by facsimile transmission facilities, and addressed to the party to
be notified as follows:

                  If to Corporation at;         2901 El Camino
                                                Las Vegas, Nevada 89102

                  If to Executive at:

         12.      Miscellaneous.

                  a.       This Agreement shall inure to the benefit of and be
                           binding upon the Corporation, its successors and
                           assigns. This Agreement may not be assigned by the
                           Corporation without the prior written consent of the
                           Executive. The obligations and duties of the
                           Executive hereunder shall be personal and not
                           assignable.

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                  b.       Whenever possible, each provision of this Agreement
                           shall be interpreted in such a neater as to be valid
                           and effective under applicable law, but if any
                           provision of this Agreement is found to be prohibited
                           or invalid under applicable law, such provision will
                           be ineffective to the extent of such prohibition or
                           invalidity without invalidating the remainder of such
                           provision or the remaining provisions of this
                           Agreement

                  c.       For purposes of this Agreement an "affiliate" of a
                           person shall include any person, firm, corporation,
                           association, organization, or unincorporated trade or
                           business that, now or hereinafter directly or
                           indirectly, controls, or is controlled by, or
                           practices is under common control with such person.

                  d.       Any waiver, alteration or modification of any term of
                           this Agreement will be valid only if made in writing
                           and signed by the parties hereto. Each party hereto
                           from time to time may waive any of his or its rights
                           hereunder without effecting a waiver with respect to
                           any subsequent occurrences or transactions hereunder.

                  e.       Captions and paragraph heading used herein are for
                           convenience only are not a part hereof and shall not
                           be used in construing this Agreement.

                  f..      This Agreement constitutes the entire understanding
                           and agreement of the parties, and, except as
                           otherwise provided hereunder, there are no other
                           agreements or understandings, written or oral, in
                           effect between the parties relating to the employment
                           of the Executive by the Corporation during the Term.
                           All prior negotiations or agreements, if any, between
                           the parties relating solely to the employment of the
                           Executive by the Corporation during the Term are
                           hereby superseded.

                  g.       This Agreement shall be governed by and interpreted
                           in accordance with the laws of the State of Nevada.

                  h.       This Agreement may be executed in counterparts, each
                           of which shall be deemed an original, but both of
                           which taken together shall constitute one and the
                           same instrument.

         12       Arbitration. Any controversy between the parties hereto,
                  including the construction or application of any of the terms,
                  covenants or conditions of this Agreement, shall on written
                  request of one party served on the other be settled
                  exclusively by arbitration in accordance with the rules of the
                  American Arbitration Association then in effect. The
                  arbitrator selected must be a member of the National Academy
                  of Arbitrators and must have significant experience in
                  arbitrating labor disputes. Further, the Arbitrator must be an
                  attorney practicing labor law in the Southern California area.
                  The cost of such arbitration shall be

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                  borne by the losing party or in such proportions as the
                  Arbitrator(s) shall decide. Judgment may be entered on the
                  arbitrator's award in any court of competent jurisdiction.

         13.      The Executive's Employment. Nothing contained in this
Agreement (i) obligates the Corporation or any subsidiary of the Corporation to
employ the Executive in any capacity whatsoever, or (ii) prohibits or restricts
the corporation (or any such subsidiary) from terminating the employment, if
any, of the Executive at any time or for any reason whatsoever, with or without
cause, subject to the terms and conditions of this Agreement.

         IN WITNESS WHEREOF, this Agreement is effective as of the day and year
first above written.

                                                    "EXECUTIVE"

                                                    /s/ LANCE BRADFORD
                                                    ----------------------------
                                                    Lance Bradford

                                                    VESTIN GROUP, INC.,
                                                    A DELAWARE CORPORATION

                                                    By:_________________________
                                                       Name:
                                                       Title: