<PAGE>
                                                                  EXHIBIT 10.12


                              AMENDED AND RESTATED
                            INTERCREDITOR AGREEMENT

     THIS AMENDED AND RESTATED INTERCREDITOR AGREEMENT, dated as of September
25, 2002 (this "AGREEMENT"), replaces and supercedes that certain INTERCREDITOR
AGREEMENT dated as of June 3, 2002, and is entered into by and between VESTIN
MORTGAGE, INC., a Nevada corporation ("VESTIN MORTGAGE"), VESTIN FUND I, LLC, a
Nevada limited liability company ("VESTIN FUND I") and VESTIN FUND II, LLC, a
Nevada limited liability company ("VESTIN FUND II"), whose principal place of
business and post office address is 2901 El Camino Avenue, Suite 206, Las
Vegas, Nevada 89102, (individually, "LEAD LENDER", or collectively, "LEAD
LENDERS" and OWENS FINANCIAL GROUP, INC., a California corporation ("OWENS
FINANCIAL") and Owens Mortgage Investment Fund, a California Limited
Partnership ("OWENS MORTGAGE INVESTMENT FUND") whose principal place of
business and post office address is 2221 Olympic Boulevard, Walnut Creek,
California 94595, (individually, a "LENDER", or collectively, "LENDERS")

                                   RECITALS:

     A. Vestin Fund I is an SEC registered direct participation program that
provides financing secured by deeds or trust or mortgages on real property.
Vestin Fund I contains loans in the approximate amount of $100,000,000.

     B. Vestin Fund II is a SEC registered direct participation program that
provides financing secured by deeds of trust or mortgages on real property.
Vestin Fund II contains loans in the approximate amount of $210,000,000.

     C. Vestin Mortgage is the Manager for Vestin Fund I and Vestin Fund II.

     D. Owens Mortgage Investment Fund is a SEC registered public partnership
that provides financing and owns notes secured by deeds of trust or mortgages
on real property.

     E. Owens Financial is the General Partner of Owens Mortgage Investment
Fund.

     F. Owens Financial and Owens Mortgage Investment Fund intend to purchase a
portion of some of the loans held by Vestin Fund I and Vestin Fund II as
hereinafter set forth in Exhibit "A".

     G. Vestin Mortgage wishes to sell by assignment a portion of some of the
loans held by Vestin Fund I and Vestin Fund II, as hereinafter set forth in
Exhibit "A".

     H. The Lead Lenders and Lenders enter into this Agreement to, among other
things, further define their respective rights, duties, authorities and
responsibilities regarding their proposed shared interests in the various loans
which make up the portfolio of Vestin I and Vestin II and to define the
priority of payment for all of the proceeds from the assigned participation in
those loans.

     NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and based upon the foregoing
Recitals which are an integral part of this Agreement, as well as the mutual
covenants and promises contained herein, Vestin Mortgage, Vestin Fund I,
Vestin Fund II, Owens Financial, and Owens Mortgage Investment Fund hereby
agree as follows:


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                             SECTION 1. DEFINITIONS

     Section 1.1. DEFINITIONS. All capitalized terms used in this Agreement
shall have the meanings assigned to them below in this Section 1 or in the
provisions of this Agreement referred to below:

     "Agreement" shall mean this Intercreditor Agreement as amended, modified or
restated in accordance with the terms hereof.

     "Assignment" shall mean the actual recorded assignment of a specific
percentage interest in a "Loan".

     "Bankruptcy Proceeding" shall mean, with respect to any Person, a general
assignment by such Person for the benefit of its creditors, or the institution
by or against such Person of any proceeding seeking its relief as debtor, or
seeking to adjudicate such Person as bankrupt or insolvent, or seeking
reorganization, arrangement, adjustment or composition of such Person or its
debts, under any law relating to bankruptcy, insolvency, reorganization or
relief of debtors, or seeking appointment of a receiver, trustee, custodian or
other similar official for such Person or for any substantial part of its
property.

     "Borrower" shall mean any person or entity that obligates itself or its
property as security for a "Loan".

     "Collateral" shall mean all the real and personal property collateral under
the "Loan Documents".

     "Default" shall mean any event or condition, the occurrence of which
would, with the lapse of time or the giving of notice, or both, pursuant to the
"Loan Documents" constitute an Event of Default.

     "Interest Rate" shall mean a fixed rate of interest equivalent to twelve
percent (12%) per annum to be paid to Owens Financial or Owens Mortgage
Investment Fund in accordance with this Agreement for their "Participation
Interest" in the "Loans" assigned by Vestin Mortgage and Vestin Fund I and
Vestin Fund II.

     "Late Charges" shall mean the late charges and or default rate charged to
Borrower in the event of default or late payments under the "Loan Documents".

     "Lead Lender and Lead Lenders" shall mean Vestin Mortgage, Vestin Fund I,
Vestin Fund II or any successor lead lender.

     "Lender and Lenders" shall mean Owens Financial or Owens Mortgage
Investment Fund or their assignee.

     "Loan Documents" shall mean of all the various notes, deeds of trusts,
guarantees, title policies, security agreements, loan agreements, assignment of
rents and profits, and whatever documents are in existence to protect and secure
the repayment of the Borrowers obligations under the "Loan".

     "Loan" shall mean the note, and all of the documents and agreements that
evidence and secure the debt of the "Borrower", owned by Vestin I and Vestin II.

     "Priority of Payment" shall mean the order in which payments are made to
the "Lend Lender" and to the "Lender".

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     "Participation Interest" shall signify amount in dollars of the
"Assignment" owned by Owens Financial and Owens Mortgage Investment Fund in
the "Loan".

     "Participation Pool" shall mean those "Loans" identified on Exhibit "A"
attached hereto in which "Lenders" shall acquire up to Thirty-two
Million-Dollars ($32,000,000) of "Participation Interests", as such
Participation Pool may be periodically modified in accordance with this
Agreement.

     "Substitution of Security" shall mean the exchange of one "Participation
Interest" in a "Loan" for a "Participation Interest" in a different "Loan" of
an equal amount.

     1.2  Effectiveness of this Agreement.  The effectiveness of this Agreement
is conditioned upon (a) the execution and delivery of this Agreement by the
Lead Lenders and the Lenders, (b) the execution, delivery and effectiveness of
the Loan Assignments and the Loan Documents by the Lead Lenders, and (c) the
payment of the Participation Interest by Lenders to the Lead Lenders, which
payment shall be made by Lenders to Lead Lenders as follows: (i) on June 7,
2002, or before, if requested by the Lead Lenders, Lenders shall remit to Lead
Lenders in immediately available funds the sum of $10,000,000 representing its
Participation Interest in certain Loans; (ii) on June 28, 2002, or before, if
requested by the Lead Lenders, Lenders shall remit to Lead Lenders in
immediately available funds the sum of $10,000,000 representing its additional
Participation Interest in certain Loans; and (iii) on July 19, 2002, or before,
if requested by the Lead Lenders, Lenders shall remit to Lead Lenders in
immediately available funds the sum of $10,000,000 representing its additional
Participation Interest in certain Loans. Thereafter, any additional payments of
Participation Interest shall be made subject to the mutual agreement of Lenders
and Lead Lenders.

                     SECTION 2.  RELATIONSHIP AMONG LENDERS

     2.1  Restrictions on Actions.  Lead Lenders agree that, so long as any
portion of a Loan is outstanding or unpaid they shall, for the benefit of
Lenders, except as permitted under this Agreement:

          (a)  Notify Lenders before taking or filing any action, judicial or
               otherwise, to enforce any rights or pursue any remedy under the
               Loan Documents, except for delivering notices hereunder.

          (b)  Refrain from (1) selling any portion of the Loan to the Borrowers
               or any affiliate of the Borrowers and (2) accepting any
               substitute guaranty or any other security for, the Loan from the
               Borrowers or any Affiliate of the Borrowers, without Lenders
               consent. In the event Lender refuses to consent to such requested
               action, Lead Lenders shall be entitled to either repurchase
               Lenders Participation Interest for the amount of principal and
               accrued interest outstanding or offer the Lenders a Substitution
               of Security.

     2.2  Representations and Warranties. Lead Lenders and Lenders represent
and warrant to each other that:

          (a)  It (i) is a legal entity duly organized, existing and in good
standing under the laws and governmental authority of the jurisdiction of its
domicile, and (ii) has all requisite corporate power to own its property and
conduct its business as now conducted and as presently contemplated.

          (b)  The execution, delivery and performance by such Lead Lenders or
Lenders of this Agreement has been authorized by all necessary proceedings
(corporate or otherwise) and does not and will not contravene any provision of
law, its charter or by-laws or operating agreement or any amendment thereof,
or of any indenture, agreement, instrument or undertaking binding upon such Lead


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Lenders or Lenders.

          (c)  The execution, delivery and performance by such Lead Lenders or
Lenders of this Agreement will result in a valid and legally binding obligation
of such Lead Lenders or Lenders enforceable in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent conveyance and similar laws
affecting creditors' rights generally, and general principles of equity
(regardless of whether the application of such principles is considered in a
proceeding in equity or at law).

          (d)  It has received and approved, as to form and content, sample
copies of the Loan Documents and Assignments, however, such approval shall not
operate as a warranty or representation of the adequacy, validity or binding
effect of any of the Loan Documents or Assignments.

          (e)  Lead Lender represents that none of the Loans are in default at
the time of the Assignment to Lender, and that, to the knowledge of Lead
Lenders, none of the Borrowers or their assignees have notified Lead Lenders of
any claims or offsets under the Loan Documents.

     2.3  Cooperation; Accountings. Lead Lenders will, upon the reasonable
request of Lenders, from time to time execute and deliver or cause to be
executed and delivered in a timely fashion such further instruments, and do and
cause to be done such further acts as may be necessary or proper to carry out
more effectively the provisions of this Agreement. The Lead Lenders agree to
provide to Lenders upon reasonable request, but in no event more frequently than
once a month, a statement of all payments received in respect of the Loans
Assigned.

     2.4  Reliance on Lead Lenders. Lenders agree that it has independently made
its own analysis of the Loans and the decision to enter into this Agreement
based upon such documents and information as it has deemed appropriate. The Lead
Lenders shall promptly provide to Lenders a copy of all financial statements and
reports of operating results and other documents and information received by the
Lead Lenders in its capacity as such pursuant to the Loan Documents. The Lead
Lenders shall have a duty and responsibility to provide Lenders with any credit
or other information concerning the affairs, financial condition or business of
the Borrowers which may come into the possession of the Lead Lenders, including
financial statements, credit reports and any other documents and information
upon the reasonable request of Lenders.

     2.5  Limitation on Lead Lender's Liability.

          (a)  In addition to the Lead Lender's failure to comply with the terms
of this Agreement, including the Priority of Payment, the Lenders shall have
full recourse against Lead Lenders for the amounts payable by the terms of this
agreement. Lead Lenders obligation with respect to such payments shall be to
remit to the Lenders a monthly payment based on the Interest Rate calculated on
the Participation Interest and the principal amount of the Participation
Interest when a Loan pays off or matures in accordance with this Agreement.

          (b)  Although Lead Lenders will exercise the same care in
administering the Loan as if the Loan were made entirely for Lead Lenders' own
account, Lead Lenders liability shall be limited to the Lenders Participation
Interest and the amount payable on that at the Interest Rate, except for a loss
due to Lead Lenders' own gross negligence, willful acts or willful misconduct.

          (c)  Lead Lenders shall be entitled to rely upon any certification,
notice or other communication (including any thereof by telephone, telex,
telegram, cable or telecopy) believed by it to be genuine and correct and to
have been signed or sent by or on behalf of the Lenders. Should approval of any
action, any inaction or any proposed course of conduct in administering the Loan
(either before or after the occurrence of an Event of Default) be requested in
writing by the Lead



                                       4



<PAGE>
Lenders from Lenders, such Lenders shall approve or deny such request in writing
and shall deliver the writing to the Lead Lenders within ten (10) calendar days
after the Lenders' receipt of the Lead Lender's request. Any Lenders' failure to
respond within the ten (10) calendar days shall be deemed consent by such Lender
to such request.

          (d)  Lead Lenders do not assume and shall have no responsibility or
liability, express or implied, for (i) the collectibility of the Loan made to
Borrowers under, or the enforceability of, any of the Loan Documents, or (ii)
the financial condition or creditworthiness of the Borrowers, or (iii) any
credit or other information furnished by the Borrowers to Lead Lenders, or (iv)
the value of any collateral for the Loan.

     2.6  Lead Lender Rights as Lender. The Lead Lender in its capacity as a
lender hereunder shall have the same rights, powers and obligations hereunder as
all other Lenders and may exercise the same as though it were not acting as the
Lead Lender.

                       SECTION 3. ADMINISTRATION OF LOAN

     3.1  Administration and Servicing of Loan. In administering and servicing
the Loan, Lead Lenders shall act in its own behalf as to its interest in the
Loan and shall act as an independent contractor (and not as an agent or trustee)
for the Lenders with respect to their respective interests in the Loan. The
Lenders hereby appoint and authorize Lead Lenders to act for and on behalf of
the Lenders with regard to the Loan, subject to the restrictions set forth in
this Agreement. Lead Lenders shall utilize its own facilities and equipment and
its own employees and other persons authorized under the Loan Documents in the
administering and servicing of the Loans, all without cost to the Lenders.

          In its administering and servicing of the Loan, Lead Lenders shall
perform the following duties (the enumeration of said duties not being intended
to limit the duties to be performed by Lead Lenders in accordance with the
foregoing paragraph) and shall be subject to the following restrictions and
shall have the following rights:

               (a)  Possession of Loan Documents. For the benefit of the
Lenders, Lead Lenders shall hold in its possession at its principal office
executed originals of all the Loan Documents for each Loan assigned and shall
deliver conformed copies of each thereof to the Lenders.

               (b)  Expenses/Losses. In the event that any reasonable legal
expenses or other expenses for the preservation of the collateral for the Loan
or for the enforcement of the Loan are incurred by Lead Lenders in connection
with the Loan or on or after or in connection with the occurrence of an Event of
Default or the enforcement of any of the Loan Documents (including fees of
counsel and other expenses), Lead Lenders shall bear and advance all such costs.
Upon receipt of reimbursement for such expenses from Borrowers or any other
person, Lead Lenders shall be entitled to retain such reimbursement.

               (c)  Collections. Lead Lenders shall use reasonable efforts to
collect all payments of principal, interest and fees due from the Borrowers
under the Loan Documents and shall remit to the Lenders on a monthly basis a
payment calculated at the agreed Interest Rate based on the outstanding balance
of the Participation Interest. The Lenders shall have the right to an accounting
for all monies received by Lead Lenders in connection with each Loan that has a
Participation Interest by Lenders.

               (d)  Payment Returns. If any payment received by Lead Lenders and
distributed or credited to the Lenders is later rescinded or is otherwise
required to be returned by Lead Lenders to the Borrowers for whatever reason
(including, without limitation, settlement of an alleged claim), the Lenders
shall be entitled to retain any payment received. The covenant contained in this

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<PAGE>
paragraph shall survive the termination of this Agreement.

                (e)     Records.  Lead Lenders shall maintain such books and
records relating to the Loan as it would were the Loan made solely by Lead
Lenders, which books and records shall be made available to the Lenders at Lead
Lender's main branch in Las Vegas, Nevada at all reasonable times for purposes
of inspection, examination and audit upon no less than forty-eight (48) hours
prior notice.


                (f)     Information.  During the term of this Agreement, Lead
Lenders shall provide to the Lenders complete and current information as to the
accrual status of the Loan and the status of principal and interest payments,
and all information supplied by Borrowers in connection with the Loan. The
Lenders will treat all such information as confidential, except that disclosure
thereof may be made if required by law or the order of a court having
jurisdiction.

                (g)     Administrative Decisions.  Lead Lenders shall not,
without written consent of Lenders, (1) release, or agree to the substitution of
other security for any portion of the Real Property, Leasehold Rights and/or
Collateral securing the Loans, (2) grant any release in favor of the Borrowers
under the Loan Documents, or waive the Lenders' rights to enforce the
obligations of the Borrowers, (3) agree to the revision, modification or
amendment of any of the Loan Documents, or (4) consent to or accept the
cancellation or termination of any of the Loan Documents, except upon payment in
full of each Loan. Subject to the foregoing limitations, and until the
occurrence and declaration of an Event of Default under the Loan Documents and
Borrowers failure to cure within twenty (20) days thereof, Lead Lenders shall
have the right to make decisions in connection with the day-to-day
administration and servicing of the Loans, relating to inspections, review of
financial data, and other matters of an ordinary nature involved in the
administration and servicing of the Loans, without the Lenders' prior review or
approval.

                (h)     Reasonable Efforts.  If any Event of Default shall occur
under any of the Loans, Lead Lenders shall use reasonable efforts in accordance
with the Loan Documents to cause the Borrowers, Guarantors and/or Limited
Guarantors to remedy the default.

                (i)     Hazard Insurance and Condemnation Awards.  If Lead
Lenders becomes aware of any damage to or actual or potential condemnation
affecting any material portion of the Real Property, Leasehold Rights and/or
Collateral securing the Loans, Lead Lenders will promptly notify Lenders
thereof. The proceeds of any insurance recovery or condemnation award received
by Lead Lenders and not immediately disbursed or applied to the repayment of the
Loan or not otherwise distributed by Lead Lenders shall be deposited in an
interest-bearing account, in trust for all lenders, and the income, if any,
received by Lead Lenders from such account and not payable to others shall be
shared with the Lenders in accordance with terms of this Agreement.

        3.2 Payment Priorities Between Lead Lenders and Lenders.

            (a) Lead Lenders and Lenders agree that all payment and/or
prepayment of principal due on the Loan, received by the Lead Lenders, shall be
held for the account of the Lenders and Lead Lenders as their respective
interests may appear, and such payment shall be applied in the following order
of priority: (i) first to the payment of that pro rata portion of principal of
the Loan provided by Owens Financial and Owens Mortgage Investment Fund, (ii)
next to pay any pro rata portion of accrued or outstanding interest due Lenders
at the agreed Interest Rate, (iii) next to that portion of the principal of the
Loan provided by Vestin Mortgage and Vestin Fund I and Vestin Fund II. In the
Event of Default under the Loan Documents, and the Borrowers failure to cure
such Event of Default within twenty (20) days thereof, Vestin and Vestin Fund I
and Vestin Fund II shall be entitled, in their sole and absolute discretion, to
either (i) continue to remit to Lenders on a monthly basis the interest due at
the Interest Rate on the Participation Interest of said Loan notwithstanding the


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<PAGE>
occurrence and continuation of such Event of Default until such time as Lead
Lenders repurchase the Participation Interest of Lenders in such Loan or a
Substitution of Security for such Loan occurs, or (ii) substitute an alternative
Loan acceptable to the Lenders at the Lenders sole discretion. In the event no
acceptable alternative Loan is found acceptable to Lenders, and Lead Lenders
make a determination not to continue to remit to Lenders the monthly interest
payment as set forth in (i) above, the Lead Lenders will repurchase the
Participation Interest of Owens Financial and Owens Mortgage Investment Fund for
the outstanding balance of that Participation Interest plus any accrued interest
together with Lender's pro rata portion of any Late Charges collected from
Borrowers for the period commencing on the date immediately following the
expiration of the aforesaid twenty (20) day period following the occurrence of
such Event of Default up to the date that Lead Lenders either (i) repurchase the
Participation Interest of Lenders in such defaulted Loan, or (ii) a Substitution
of Security occurs, as applicable. Vestin Mortgage, Vestin Fund I and Vestin
Fund II shall not be entitled to receive any payment of its pro rata share of
the principal of the Loan in question until Owens Financial and Owens Mortgage
Investment Fund has received payment in full of its Participation Interest of
the principal of the Loan and all accrued interest payable to Lenders under this
Agreement.

     (b)  Each payment of interest on the Loan, received by the Lead Lender,
shall be for the account of the Lenders and Lead Lenders as their respective
interests may appear, and such payment shall be applied first to the payment of
agreed Interest Rate due on the Participation Interest of the Loan assigned to
Owens Financial or Owens Mortgage Investment Fund for such period that the
interest is due.

     (c) As an example, assume Lenders purchase an Assignment of a 25%
Participation Interest in a $10,000,000 Loan. The Loan carries an interest rate
of 14% and pays monthly interest only payments. The Lenders agreed Interest Rate
is 12%. Lenders and Lead Lenders would receive the following.

          Example 1:  Borrowers make a monthly payment of $116,666,67. Lenders
are paid their full share of interest at 12% on $2,500,000 or $25,000. Vestin
Mortgage, Vestin Fund I or Vestin Fund II receives $91,666.67 or the balance of
the interest paid.

          Example 2:  Borrowers make a monthly payment of $50,000. Lenders are
paid their full share of interest at 12% on $2,500,000 or $25,000. Vestin
Mortgage, Vestin Fund I or Vestin Fund II receives $25,000, or the balance of
the interest paid.

          Example 3:  Borrowers do not make a monthly payment, default, declare
bankruptcy or withhold payments for any reason then, Lead Lenders in their sole
and absolute discretion may (i) continue to pay Lenders 12% on $2,500,000 or
$25,000 on a monthly basis notwithstanding the occurrence and continuation of
such default, or (ii) buy Lenders out of the Loan for $2,500,000 plus any
accrued interest, or (iii) offer a Substitution of Security in a Loan acceptable
to Lenders at Lenders sole and absolute discretion in the amount of $2,500,000.
In case of an acceptable Substitution of Security, Lead Lender will pay any
outstanding accrued interest.

          Example 4:  Borrowers payoff a portion of the Loan. Lenders are paid
their full pro rata share of the principal balance of the Participation Interest
and interest at 12% to the date of payoff.

          Example 5: Borrowers pay off the Loan. Lenders are paid their full pro
rata share of the Loan equal to their Participation Interest plus interest at
12%. Vestin Mortgage, Vestin Fund I or Vestin Fund II may offer Owens Financial
or Owens Mortgage Investment Fund a new Participation Interest in another loan,
but Lender has no obligation to accept such interest.

                                       7
<PAGE>
     3.3 Defaults Under Loan Documents; Enforcement of Remedies.

          (a) If foreclosure or similar proceedings are commenced under the Loan
Documents, Lead Lenders shall keep the Lenders informed as to the progress of
the proceedings.

          (b) If Lead Lender (or a nominee acceptable to the Lenders) shall
acquire title to all or any part of the Real Property, Leasehold Rights and/or
Collateral securing the Loan, it shall buy out the Participation Interest of
Owens Financial or Owens Mortgage Investment Fund at the sole and absolute
discretion of Lenders.

          3.4 Notices under Collateral Documents. Lead Lenders shall deliver to
the Lenders, promptly upon receipt thereof, duplicates or copies of all notices,
requests and other instruments received by it from any other party under or
pursuant to any of the Loan Documents, if not previously furnished to the
Lenders.

                   SECTION 4. MANDATORY REPURCHASE FOR CAUSE

     Lead Lenders will repurchase the Participation Interests of Lenders, at
Lenders sole and absolute discretion, at any time "for cause". The term "for
cause" shall be limited to Lead Lenders' (i) material breach of a material term
of this Agreement, or (ii) fraud committed against Borrowers or Lenders, as
finally determined by a court of competent jurisdiction or (iii) criminal acts
committed against Borrowers or Lenders as finally determined by a court of
competent jurisdiction.

                      SECTION 5. TERMINATION OF AGREEMENT

     Upon final payment in full of the Loans or all obligations owing to
Lenders, such Lenders shall cease to be a party to this Agreement; provided,
however, if all or any part of any payments to such Lenders are invalidated or
set aside or required to be repaid to any Person in any Bankruptcy Proceeding or
otherwise, then this Agreement shall be reviewed as of such date and shall
thereafter continue in full force and effect to the extent of the Loan so
invalidated, set aside or repaid. If any portion of this agreement is declared
to be invalid or unenforceable then the remaining portions of the Agreement
shall remain in full force and effect.

                      SECTION 6. INDEMNIFICATION OF LENDER

     Vestin Mortgage, Vestin Fund I and Vestin Fund II indemnifies Owens
Financial and Owens Mortgage Investment Fund for all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever which may be imposed on, incurred
by or asserted against them in any way relating to or arising out of this
Agreement or by their participation in any Loan or by any action brought by any
Borrower including all claims relating to the origination of the Loans, except
for the gross negligence or willful misconduct of Lenders or the breach by
Lenders of any of the terms of this Agreement.

                         SECTION 7. NOT A JOINT VENTURE

     Neither the execution of this Agreement nor the Lenders' several ownership
of interests in Loans, nor any agreement to share in profits or losses arising
as a result of the Loans, is intended to be, nor shall it be construed to be:
(a) the formation of a partnership or joint venture between the Lead Lenders and
Lenders, or (b) the creation of a loan transaction between the Lead Lenders, as
borrower and Lender, as lender. Vestin Mortgage, in its capacity as Lead Lender,
shall not be deemed to be a


                                       8
<PAGE>
trustee for the Lenders in connection with the Loans or their interests therein.
Vestin Mortgage, in its capacity as Lead Lender, shall owe to the Lenders no
duty except as specifically set forth in this Agreement, and no lender shall be
liable to any other person for the liability of any other lender arising in
connection with the Loans or any transaction to the Loans, except as may be
expressly set forth in this Agreement.

                            SECTION 8. MISCELLANEOUS

     8.1 Amendment. Neither this Agreement nor any provision hereof may be
amended, waived, discharged or terminated orally, but only by an instrument in
writing signed by all parties hereto.

     8.2 Headings. The headings in this Agreement are for convenience of
reference only and shall not define or limit the provisions hereof.

     8.3 Applicable Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of Nevada.

     8.4 Parties in Interest; Decisions by Majority Lenders. All of the terms,
covenants and conditions contained in this Agreement shall inure to the benefit
of and be binding upon the parties hereto and their permitted successors and
assigns. There shall be no third-party beneficiaries of this Agreement.

     8.5 Further Sale, Pledge, etc. Lead Lender may not sell, pledge, assign or
otherwise transfer all or any part of its interest in any Loan which is subject
to this Agreement without the prior written consent of Lenders, which consent
shall not be unreasonably withheld. In the event all or any part of Lead Lenders
interest in any such Loan is sold, pledged, assigned or otherwise transferred,
Lead Lenders obligations under this Agreement will not be relieved.

     8.6 Notices. Notices under this Agreement shall be in writing and
personally delivered or sent by certified or registered U.S. mail, or a
recognized air courier service, return receipt requested, or by telecopy,
acknowledgment of receipt requested, to the parties at their addresses specified
in the first paragraph of this Agreement. Such addresses may be changed from
time to time by the addressee by serving notice as provided above.

     8.7 Counterpart Execution. This Agreement may be executed in any number of
counterparts with the same effect as if all parties had signed the same
document. All counterparts shall be construed together and shall constitute one
agreement.

     8.8 Attorney's Clause. If legal action is instituted to enforce the terms
of this Agreement, the prevailing parties shall be entitled to recover from the
losing parties, all costs of collection and enforcement, including reasonable
attorney's fees. For purposes of this section, the award and recovery of
attorney's fees shall survive the entry of any judgment thereon and shall
include, without limitation, fees incurred in the following: (1) Post Judgment
Motions; (2) Contempt Proceedings; (3) Garnishment, levy, debtor and third party
examinations; (4) Discovery; (5) Bankruptcy proceedings or other litigation; and
(6) appeals.


                                       9
<PAGE>
     IN WITNESS WHEREOF, the Lenders have caused this instrument to be duly
executed as of the day and year first above written.

VESTIN MORTGAGE, INC., A NEVADA CORPORATION

By /s/ Daniel B. Stubbs
  --------------------------------------------
  Its Daniel B. Stubbs, Vice President

By
  --------------------------------------------
  Its

VESTIN FUND I, LLC, A NEVADA CORPORATION

By Vestin Mortgage, Inc., a Nevada corporation
  --------------------------------------------
  Its Manager

By /s/ Daniel B. Stubbs
  --------------------------------------------
  Its Daniel B. Stubbs, Vice President

VESTIN FUND II, LLC, A NEVADA CORPORATION

By Vestin Mortgage, Inc., a Nevada corporation
  --------------------------------------------
  Its Manager

By /s/ Daniel B. Stubbs
  --------------------------------------------
  Its Daniel B. Stubbs, Vice President

OWENS FINANCIAL GROUP, INC., A CALIFORNIA CORPORATION

By /s/ William E. Dutra
  --------------------------------------------
  Its Senior Vice President

By
  --------------------------------------------
  Its

OWENS MORTGAGE INVESTMENT FUND, A CALIFORNIA LIMITED PARTNERSHIP

By OWENS FINANCIAL GROUP, INC., a California corporation
  --------------------------------------------
  Its General Partner

By /s/ William E. Dutra
  --------------------------------------------
  Its Senior Vice President



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