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                                                                   Exhibit 10.14

                             OFFICE LEASE AGREEMENT


                         THE DEL MAR MORTGAGE BUILDING

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                   BASIC LEASE INFORMATION AND DEFINED TERMS
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LEASE DATE: JANUARY 5, 2001


LANDLORD:                       THE WILDWOOD HILLS DEVELOPMENT, CORPORATION
                                P.O. Box 220
                                Millville, California 86062


                                Attention: ERIC D. ROLES, PRESIDENT


                                Telephone: (530) 547-4036

                                Telecopy:  (530) 547-4046


TENANT:                         THE VESTIN GROUP
                                D.B.A. VESTIN MORTGAGE, INC.
                                2901 El Camino Ave. Suite 206
                                Las Vegas, Nevada 89102


                                Attention: MICHAEL SHUSTAK, COB, CEO


                                Telephone (702) 227-0965

                                Telecopy: (702) 227-5247


PROJECT:    THE DEL MAR BUILDING
            2901 El Camino Avenue
            Las Vegas, Nevada


BUILDING:   The entire two-story office building located on the Project and
            generally depicted on Exhibit "A".
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LEASED PREMISES:         The portion of the Building designated as suites 104,
                         105, 106, 107, 201, 204, 205 & 206 and generally
                         depicted on Exhibits "B & B-1" as the shaded area.

TOTAL RENTABLE AREA:
                              20,000 square feet, (gross).

TENANT AREA:        11,250 square feet, (gross).

TERM OR LEASE TERM:      five years

INITIAL TERM:       Sixty (60) months calculated from the first day of the next
                               calendar month after the Commencement Date occurs
                               (or calculated from the Commencement Date if that
                               date occurs on the first of the month).

COMMENCEMENT DATE:  March 1, 2001.

EXTENSION TERMS:    One five year term

MINIMUM RENT:       $1.92+- per square foot of Tenant Area for the first Twelve
                               (12) months of the Term as listed below:

(1st year) $1.92+- per square foot of tenant area, March 1, 2001 to February 28,
           2002 - $21,600.00 per month, $259,200.00 per year.

(2nd year) $1.94+- per square foot of tenant area, March 1, 2002 to February 28,
           2003 - $21,830.00 per month, $261,960.00 per year.

(3rd year) $1.995+- per square foot of tenant area, March 1, 2003 to February
           28, 2004 - $22,450.00 per month, $269,400.00 per year.

(4th year) $2.016+- per square foot of tenant area, March 1, 2004 to February
           28, 2005 - $22,680.00 per month, $272,160.00 per year.

(5th year) $2.071+- per square foot of tenant area, March 1, 2005 to February
           28, 2006 - $23,305.00 per month, $279,660.00 per year.

IMPROVEMENT ALLOWANCE:   Landlord will provide no improvement allowance. The
                         suites are to be leased in "AS IS CONDITION".

SECURITY DEPOSIT:
                         N/A

EXPENSE STOP:
                         N/A
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REPLACEMENT OF LEASE     IT IS MUTUALLY AGREED THAT THIS LEASE, AS OF MARCH 1,
                         2001 SHALL REPLACE THE LEASE AGREEMENT DATED APRIL 8,
                         1999 BY AND BETWEEN WILDWOOD HILLS DEVELOPMENT, CORP.
                         AND DEL MAR HOLDINGS (VESTIN GROUP) D.B.A. VESTIN
                         MORTGAGE, INC. THE APRIL 8, 1999 LEASE SHALL BECOME
                         NULL AND VOID AND OF NO FURTHER FORCE AND EFFECT,
                         EXCEPTING THAT THE BASE YEAR USED FOR TENANTS
                         PROPORTIONATE SHARE OF "PROJECT OPERATING COSTS" NOW
                         REFERRED TO IN SECTION 3 C. OF THIS LEASE AGREEMENT, AS
                         THE "RENTAL ADJUSTMENTS," SHALL USE APRIL 8, 1999 AS
                         THE BEGINNING OF THE BASE YEAR AGAINST WHICH ALL
                         "RENTAL ADJUSTMENTS WILL BE MADE.

PERMITTED USE:           GENERAL OFFICE / ADMINISTRATIVE / AND WORK OF RELATED
                         PURPOSES.

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                          GENERAL TERMS AND CONDITIONS

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1.  DESCRIPTION OF BUILDING AND LEASED PREMISES.
    a.  Leased Premises. Landlord leases to Tenant, and Tenant leases from
        Landlord, the Leased Premises upon the terms and conditions set forth in
        this Agreement, the Leased Premises.
    b.  Square Footage. Tenant confirms that it has had ample opportunity to
        inspect the Leased Premises and Project and to confirm the Total
        Rentable Area and Tenant Area. Tenant acknowledges that there are
        several different methods to calculate the square footage, and Tenant
        has approved the method used to calculate the Total Rentable Area and
        Tenant Area specified in this Lease.

2.  TERM AND POSSESSION.
    a.  Term. This Lease is binding upon Landlord and Tenant as of the Lease
        Date, but the Term of this Lease will commence on the Commencement Date.
    b.  Possession. If Landlord is unable to deliver possession of the Leased
        Premises ready for occupancy at the Outside Delivery Date, Landlord will
        not be liable for any damage, Tenant waives any claims or causes of
        action against Landlord relating to the delay, and this Lease will
        become voidable at the option of Landlord. If Landlord is unable to
        deliver possession of the Leased Premises ready for occupancy at the
        Outside Delivery Date, no Rent will be payable by Tenant to Landlord for
        any pro rata portion of the Lease Term prior to actual delivery to
        Tenant of possession of the Leased Premises ready for occupancy. If the
        Leased Premises are not ready for occupancy within 60-days after the
        Outside Delivery Date, Tenant will have the right to terminate and
        cancel this Lease and all obligations of Landlord and Tenant under this
        Lease by delivery of written notice to Landlord.


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3.    RENT.

     a. Aggregate Rent. Tenant will pay to Landlord, the aggregate of the
        Minimum Rent, Parking Charges, Rental Adjustments, and Additional Rent,
        plus any taxes levied on rents (collectively, the "RENT"), in advance,
        on the Commencement Date and thereafter on the first day of each
        calendar month during the Lease Term. All payments of Rent will be paid
        by Tenant, without prior notice or demand or deduction or offset, to
        Landlord at the address set forth on this Lease or at any other place
        that Landlord may from time to time designate in writing. If Landlord
        has not received payment of the monthly installment of Rent within five
        days after the 1st day of each month with or without delivery of
        written notice by Landlord to Tenant, Tenant will pay, as Additional
        Rent, a late charge equal to ten percent of the unpaid amount. Any
        payment of Rent that is not paid in a timely fashion and considered
        delinquent after the date due will bear interest at the rate of 12%.

     b. PARKING CHARGES. TENTANT WILL PAY TO LANDLORD THE PARKING CHARGES SET
        FORTH IN EXHIBIT C.

     c.   Rental Adjustments.

          i.   Definitions. For purposes of calculating the Rental Adjustments,
               the following terms will have the meanings ascribed below.

          ii.  "OPERATING COSTS" means all costs and expenses that are
               associated with the ownership, operation, and maintenance of the
               Project (excluding depreciation and all amounts paid on loans)
               including, by way of illustration but not by way of limitation,
               the cost and expense of real and personal property taxes and
               assessments, whether assessed against the Project, Landlord, or
               assessed against Tenant and collected by Landlord; utilities;
               supplies; Landlord's insurance premiums; deductible amounts on
               any insurance claims under Landlord's insurance; all costs and
               expenses of: repairs, maintenance, replacements, and
               renovations, or additions required by any governmental entity
               having jurisdiction over the Project or Landlord, and including
               the amount of amortization on those items that Landlord chooses
               to capitalize; management fees; and all other costs that can
               properly be considered expenses of operating or maintaining the
               Project. Operating costs will not include leasing commissions
               for any new lease and will not include the costs and expenses
               associated with the construction and installation of the
               Building Standard Work for tenants that may enter into leases
               for unleased portions of the Building after the Commencement
               Date of the Lease. For purposes of this Paragraph 3.3(a)(ii)
               only, the word "replacements" will not include the cost and
               expense of correcting initial construction defects in the
               foundation, bearing walls, exterior walls, subflooring, and
               roofs of the Building and will not include the costs and
               expenses for replacements to the foundations, bearing walls,
               exterior walls, subflooring, and roofs of the Building unless
               the replacements are occasioned by the reckless or intentional
               acts or omissions of Tenant or any other person who may be in or
               upon the Project with the consent (implied or otherwise) of
               Tenant.

          iii. "OPERATIONAL YEAR" means all or any portion of any calendar year
               during which this Lease is in effect.

          iv.  "EXCESS COST" means the amount by which the Operating Costs for
                any





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                              Operational Year exceed the Expense Stop.
                    v.        "RENTAL ADJUSTMENTS" means an amount equal to the
                              product obtained by multiplying the Tenant Area by
                              the quotient derived by dividing the Excess Cost
                              by the Total Rentable Area.
          d.        PAYMENT OF RENTAL ADJUSTMENTS. Prior to the commencement of
                    each full or partial Operational Year during the Term of
                    this Lease, Landlord will deliver to Tenant a written
                    estimate in reasonable detail of Operating Costs and
                    Tenant's estimated Rental Adjustment for the year.
                    Thereafter, with each payment of Minimum Rent, each month
                    Tenant will pay 1/12 of the estimated Rental Adjustment. As
                    soon as practicable after the end of each Operational Year,
                    Landlord will submit to Tenant a written statement showing
                    the actual Operating Costs for that Operational Year,
                    Tenant's share of actual Operating Costs, Tenant's actual
                    Rental Adjustments, and the difference between Tenant's
                    actual Rental Adjustments and the amount of estimated Rental
                    Adjustments paid by Tenant. If the Tenant's actual Rental
                    Adjustments exceeds the amount of Rental Adjustments paid by
                    Tenant for that Operational Year, Tenant will pay to
                    Landlord within 30 days of receipt of the written statement,
                    the full amount of the excess. If the Tenant's actual Rental
                    Adjustments is less than the amount of estimated Rental
                    Adjustments paid for that Operational Year, the amount will
                    be credited against the next monthly Rent payment(s) due
                    Landlord from Tenant. If this Lease commences or terminates
                    on a day other than the first day of an Operational Year,
                    Tenant will be charged only for Rental Adjustments for the
                    portion of the Operational Year that falls within the Lease
                    Term.
          e.        ADDITIONAL RENT. Without limiting any of Tenant's covenants
                    or agreements contained in this Lease and without limiting
                    Tenant's obligation to pay any other component of the Rent,
                    Tenant agrees that it will pay to Landlord, as "ADDITIONAL
                    RENT," all additional amounts designated in this Lease,
                    whether or not described as Rent.
4.        LEASED PREMISE' USE.
          a.        USE. Tenant will use the Leased Premises only for the
                    Permitted Use and not otherwise. No use will be made of the
                    Leased Premises, and no act will be done in or about the
                    Leased Premises, that is illegal, unlawful, or that will
                    increase the existing rate of insurance upon the Leased
                    Premises, the Building or the Project. Tenant will not
                    commit or allow any public or private nuisance or other act
                    or thing that disturbs the quiet enjoyment of any other
                    tenant in the Building, nor will Tenant, without the prior
                    written consent of Landlord, use any apparatus, machinery or
                    device in or about the Leased Premises that will cause any
                    substantial noise or vibration. If any of Tenant's office
                    machines or other equipment disturbs the quiet enjoyment of
                    any other tenant in the Building. Tenant will take the
                    action as may be necessary to immediately eliminate the
                    disturbance.
          b.        FLOOR LOAD. Tenant will not bring upon the Leased Premises
                    any item with weight sufficient to potentially cause damage
                    to, or that may jeopardize the structure of, the Leased
                    Premises of the Building.
5.        SERVICES PROVIDED BY LANDLORD. Landlord will maintain the public and
          common areas of the Building and the Project, such as lobbies, stairs,
          elevators, landscaping, corridors, parking lots and public restrooms,
          in good order and condition except for damage occasioned by the act or
          negligence of Tenant. Landlord will furnish the water for common areas
          and with electricity for lighting and the operation of the elevator.
          It will be the responsibility of Tenant to maintain the

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leased premises. Landlord will not be liable for damages, nor will Tenant's
obligation to pay Rent be abated, for Landlord's failure to furnish or for
delay in the furnishing any of the foregoing services, if the failure or delay
is caused by accident or conditions beyond the reasonable control of Landlord.
The temporary failure to furnish any of the services will not be construed as
an eviction of Tenant and will not relieve Tenant from the duty of observing
and performing any of the provisions of this Lease so long as Landlord proceeds
with reasonable diligence to correct any the failure.

6.   REPAIRS AND ALTERATIONS. Tenant agrees by taking possession of the Leased
Premises that the Leased Premises are then in a tenantable and good condition,
that Tenant will take good care of the Leased Premises, and the Leased Premises
will not be altered or changed without the prior written consent of Landlord.
Tenant waives any right to make repairs at Landlord's expense. Tenant will not
make changes to locks or doors or add, disturb, or in any way change any
plumbing, ducting, or wiring without first obtaining the written consent of
Landlord. All damage or injury done to the Project by Tenant or by any persons
who may be in or upon the Project with the consent of Tenant will be paid for by
Tenant, and Tenant will pay for all damage to the Project caused by Tenant's
misuse; however, Tenant will pay for structural damage to the Project only if
occasioned by negligent, reckless, or intentional acts or omissions of Tenant or
any other person who may be in or upon the Project with the consent (implied or
otherwise) of Tenant. All repairs to the Leased Premises necessary to maintain
the Leased Premises in a tenantable and good condition will be done by or under
the direction of Landlord at Tenant's expense (payable to Landlord immediately
upon demand) except as otherwise specifically provided in this Lease. Tenant
will pay for the replacement of doors or windows of the Leased Premises that are
cracked or broken by Tenant, its employees, agents or invites, and Tenant will
not put any curtains, draperies or other hangings on or beside the windows in
the Leased premises without first obtaining Landlord's written consent. Landlord
may make any alterations or improvements that Landlord may deem necessary for
the preservation, safety, or improvement of the Project. All alterations,
additions, and improvements, except fixtures installed by Tenant and that are
removable without damage to the Building, will become or remain, as applicable,
the property of Landlord.

7.   ENTRY INTO PREMISES. Tenant will permit Landlord and its agents to enter
into and upon the Leased Premises at all reasonable times for the purpose of
inspecting the Leased Premises or for the purpose of cleaning, repairing,
altering, or improving the Leased Premises or Building, and when necessary for
the purpose, Landlord may close entrances, doors, corridors, elevators, or
other facilities without liability to Tenant by reason of the closure and
without the action by Landlord being deemed an eviction of Tenant or to relieve
Tenant from the duty of observing and performing any and all of Tenant's
obligations of this Lease, so long as Landlord proceeds with reasonable
diligence to make the alterations and repairs. LANDLORD AND ITS AGENTS MAY
ENTER THE LEASED PREMISES FOR THE PURPOSE OF SHOWING THE LEASED PREMISES TO
PROSPECTIVE TENANTS FOR A PERIOD OF 180 DAYS PRIOR TO THE EXPIRATION OF THE
LEASE TERM, AND MAY ENTER AT ANY REASONABLE TIME TO SHOW THE LEASED PREMISES TO
PROSPECTIVE PURCHASERS OR LENDERS.

8.   DAMAGE OR DESTRUCTION. If any part of the Project is damaged by fire or
other casualty that is fully covered by Landlord's insurance and that is
without the fault of Tenant, the damage will be repaired by Landlord, so long
as the repairs can be made within 60 days after the occurrence of the damage.
Until the repairs are completed, the Rent will be abated in proportion to the
part of the Leased Premises that is unusable by Tenant in the conduct of its
business as the result of the casualty. If the repairs cannot be made within 60
days, Landlord may, at Landlord's election,
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     make them within a reasonable time using due diligence, and, if Landlord
     elects to make the repairs, this Lease will continue in effect and the Rent
     will be abated in the manner provided above. Landlord's election to make
     repairs that cannot be made within 60 days after the occurrence of the
     damage must be evidenced by written notice to Tenant within 30 days after
     the occurrence of the damage. If Landlord does not so elect to make the
     repairs, then either party may, by written notice to the other, given
     within 30 days after the end of Landlord's 30-day election period described
     above, terminate this Lease.

9.   ADVERTISING AND SIGNAGE.  Tenant will not post, place, or in any manner
     display any sign, inscription, notice, picture, placard or poster, or any
     advertising material whatsoever anywhere in or about the Project at places
     visible from anywhere outside the Leased Premises without first obtaining
     Landlord's written consent. Tenant, however, will be specifically entitled
     to: (i) a reasonable amount of space for its name on the door as signage
     for the leased premises; and (ii) a reasonable amount of space on any
     building directory that may be located on the Project.

10.  HOLD HARMLESS.  Tenant will defend, indemnify and hold harmless Landlord on
     demand for, from, and against any and all liability, damages, costs, or
     expenses, including attorney's fees, arising from any act, omission, or
     negligence of Tenant, or the officers, contractors, licensees, agents,
     servants, employees, guests, invitees, or visitors of Tenant in or about
     the Project, or arising from any accident, injury or damage to any person
     or property occurring in or about the Project.

11.  INSURANCE.  During the term of the Lease, Tenant will maintain liability
     insurance, fire insurance with extended coverage, and water damage
     insurance in amounts sufficient to fully cover Tenant's improvements and
     all property in the Leased Premises that is not owned by Landlord, and
     liability insurance against claims of death, personal injury, and property
     damage in or about the Leased Premises, in amounts that are acceptable to
     Landlord. Policies for the insurance will waive any right of subrogation
     against Landlord, will show Landlord as an additional insured and will not
     be cancelable with less than 30 days notice to Landlord. Prior to taking
     possession of the Leased Premises and, thereafter, within 30 days prior to
     the expiration or cancellation of any previously delivered policy, Tenant
     will deliver to Landlord evidence satisfactory to Landlord that the
     insurance is fully paid for the immediately succeeding one year period.

12.  LIENS AND BANKRUPTCY. Tenant will keep the Project and Leased Premises free
     from any liens or encumbrances arising out of any work performed by or on
     behalf of Tenant or otherwise relating to any act of Tenant. If Tenant is
     adjudged bankrupt, or insolvent, or makes any assignment for the benefit of
     creditors, or if the business conducted on the Leased Premises passes into
     the hands of any receiver, court, trustee, or officer, or if the Term of
     this Lease is attached or taken on execution, this will constitute an event
     of default under the Lease, and Landlord may, at its option, exercisable in
     its sole discretion by written notice to Tenant, terminate this Lease and
     recover possession of the Leased Premises from any and all parties.

13.  DEFAULT BY TENANT.  Upon breach or default of this Lease by Tenant,
     Landlord may pursue any and all rights, at law or equity, against Tenant.
     Except when Landlord feels reasonably and justifiably insecure as to the
     solvency of the Tenant or its ability to perform its obligations under the
     Lease, Tenant will have 20 days after receipt of written notice from
     Landlord within which to completely cure any non-monetary default; however,
     if the non-monetary default is not completely cured within 20 days and
     Tenant demonstrates to Landlord that Tenant is using (and will continue to
     use) its best efforts to completely cure the non-monetary default, Tenant
     will have the additional time to cure as Landlord deems reasonably
     appropriate under the circumstances. In no event, however, will the time
     period within which Tenant must completely


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      cure any non-monetary default extend to a period of time greater than 90
      days. Without limiting the foregoing, at expiration of the term of this
      Lease or if default is made in the payment of Rent or in the performance
      of any agreements of Tenant contained in this Lease, Landlord, or its
      agent, will have the right to enter and take possession of the Leased
      Premises. In the case of re-entry by Landlord, and Tenant agrees to
      deliver the Leased Premises without process of law, Tenant's rights to
      occupy or control the Leased Premises will immediately cease, and this
      Lease, at the option of Landlord, will terminate. If any default or breach
      by Tenant occurs, the obligations of Tenant under this Lease, including
      Tenant's obligation to pay Rent, will not cease, and Tenant will be liable
      for any loss or damage to Landlord for failure to comply with this Lease.
      If Landlord retakes possession of the Leased Premises, Landlord may remove
      and store all personal property of Tenant in any place selected by
      Landlord at the expense and risk of Tenant. Landlord may sell any or all
      of the property at public or private sale as provided by law and will
      apply the proceeds of the sale first to the cost of the sale, second to
      the payment of charges for storage, if any, third to the payment of other
      sums that may be due from Tenant to Landlord under the terms of the Lease,
      and fourth the balance, if any, to Tenant. Tenant waives all claims for
      damages that may be caused by Landlord's re-entering and taking possession
      of the Leased Premises, removing, storing, and/or selling the property of
      Tenant. No re-entry of Landlord will be considered or construed to be a
      forcible entry.

14.   COSTS AND ATTORNEYS' FEES. If either party employs legal counsel to
      enforce any term of this Lease, the other party will pay to the prevailing
      party, immediately upon demand, the prevailing party's costs, expenses,
      and attorney's fees.

15.   NO-WAIVER. Waiver by Landlord of any breach of Tenant of any term,
      covenant, or condition of this Lease will not be deemed to be a waiver of
      the term, covenant, or condition or a waiver of any subsequent breach of
      the term, covenant, or condition. The acceptance of Rent by Landlord will
      not be deemed to be a waiver of any existing breach by Tenant of any term,
      covenant, or condition of this Lease, regardless of Landlord's knowledge
      of the existing breach at the time of acceptance of the Rent.

16.   ASSIGNMENT AND SUBLETTING.  Tenant will not assign this Lease or
      sublet all or any part of the Leased Premises without Landlord's prior
      written consent. Any attempt to do otherwise will be void and of no
      effect. No assignment or subletting will relieve Tenant of Tenant's
      liability under this Lease. If Tenant desires to assign this Lease or
      sublet all or any part of the Leased Premises and Tenant has notified
      Landlord of this desire, Landlord will not unreasonably withhold its
      consent to a change or modification of the "use" clause contained in
      Paragraph 4.1 so long as the proposed change or modification is not
      incompatible with existing uses and is not prohibited by the terms of any
      existing lease or related agreement.

17.   SUCCESSORS.  Subject to the restrictions set forth in Paragraph 16, all of
      the covenants, agreements, terms and conditions contained in this Lease
      will apply to and be binding upon Landlord and Tenant and their respective
      heirs, executors, administrators, successors, and assigns.

18.   SUBORDINATION.  At the lender's election, this Lease will automatically be
      subordinate to any mortgage or deed of trust placed upon the Project by
      Landlord, to any and all advances made or to be made under the mortgage or
      deed of trust, and to all renewals, replacements and extensions of the
      mortgage or deed of trust. Within 15 days of presentation, Tenant will
      execute, acknowledge and deliver to Landlord any subordination,
      attornment, or non-disturbance agreement or other instrument that Landlord
      or Landlord's lenders, may require.

19.   SALE BY LANDLORD. A sale or conveyance of all or any part of the Project
      or Leased Premises

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      will operate to release Landlord from liability for events occurring
      subsequent to the sale or conveyance and any express or implied covenants
      or conditions contained in this Lease, Tenant will look solely to
      Landlord's successor in interest in and to this Lease. This Lease will
      not be affected by any subsequent sale or conveyance, and Tenant will
      attorn to the successor in interest. If Tenant has made a Security
      Deposit, Landlord may transfer the Security Deposit to its successor in
      interest, and Landlord will be discharged from further liability.

20.   ESTOPPEL CERTIFICATE. Within 10 business days after delivery of
      Landlord's written request, Tenant will execute, acknowledge and deliver
      to Landlord a written statement on a form provided by Landlord: (i)
      certifying that this Lease is unmodified and in full force and effect
      (or, if modified, stating the nature of the modification and certifying
      that this Lease, as so modified, is in full force and effect) and the day
      to which Rent and other charges are paid in advance, if any; (ii)
      affirmatively representing that there are not any uncured defaults by
      Landlord or Tenant (or specifying the defaults if they are claimed); and
      (iii) providing any other information reasonably requested by Landlord.
      Tenant's written statement may be relied on by a prospective purchaser or
      encumbrancer of all or any portion of the Project. Tenant's failure to
      deliver a written statement within the time will be conclusive against
      Tenant that: (i) this Lease is in full force and effect, without
      modification except as may be represented by Landlord; (ii) there are no
      uncured defaults in Landlord's performance or Tenant's performance, and
      (iii) not more than one month's Rent has been paid in advance. The
      failure of Tenant to deliver the written statement to Landlord within the
      time will constitute a default by Tenant under this Lease, whereupon
      Landlord may elect to enforce any and all rights and remedies provided to
      Landlord in this Lease.

21.   CONDEMNATION. If all of the Leased Premises, are taken by condemnation or
      eminent domain proceeding, this Lease will automatically terminate as of
      the date of the final condemnation, or as of the date possession is taken
      by the condemning authority, whichever is earlier. Current Rent will be
      apportioned as of the date of the termination. If part of the Leased
      Premises or a portion of the Project not required for the use of Leased
      Premises is taken by condemnation or eminent domain, this Lease will
      continue in full force and effect, and if the rentable area of the Leased
      Premises is reduced, the Rent will be reduced in proportion to the
      reduction in the area of the Leased Premises, the Rent reduction to be
      effective on the date of the partial taking. No award for any partial or
      entire taking will be apportioned, and Tenant assigns to Landlord any
      award that may be made in the taking or condemnation; however, nothing in
      this Lease will be deemed to give Landlord any award made to Tenant for
      the taking of personal property belonging to Tenant, for the interruption
      of or damage to Tenant's business or for Tenant's moving expenses. Without
      limiting the foregoing, if more than 25% of the Tenant Area is taken by
      virtue of any condemnation or eminent domain proceeding, Tenant, upon 10
      days written notice to Landlord, will have the right to terminate this
      Lease.

22.   RULES AND REGULATIONS. Tenant, its employees, agents, clients, customers,
      invitees and guests will comply with any rules and regulations adopted by
      Landlord. Any violation of the rules and regulations will constitute a
      breach and default of this Lease.

23.   NOTICES. To be effective, all notices under this Lease will be in writing
      and delivered in person or sent by hand delivery, telecopy, certified
      mail, or overnight delivery to Landlord and Tenant at the addresses
      designated on the cover page of this Lease, or to any other place as may
      be designated by either party in writing. Notices will be effective upon
      delivery if personally delivered or sent by telecopy, or overnight
      delivery within two days after deposit in the United States mail
      certified mail, return receipt requested, postage prepaid, properly
      addressed.

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24.  GOVERNING LAW. This Lease will be construed and governed by the Laws of
the State of Nevada.

25.  TIME OF ESSENCE. Time is of the essence of this Lease.

26.  LANDLORD'S APPROVAL. Wherever the terms of this Lease require or allow
Landlord's consent, approval, or satisfaction be given or obtained, the
consent, approval, or satisfaction will be given or withheld in Landlord's sole
and absolute discretion, except as otherwise specified in this Lease.

27.  SECURITY DEPOSIT. Concurrently with its execution of this Lease, Tenant
will deliver to Landlord the Security Deposit for the performance by Tenant of
every covenant and condition of this Lease. The deposit may be commingled with
other funds of Landlord and will bear no interest. If Tenant defaults with
respect to any covenant or condition of this Lease, including but not limited to
the payment of Rent or any other charges, Landlord, at Landlord's option, may
apply the whole or any part of the security deposit to the payment of any sum in
default or any other sum that Landlord may be required to spend by reason of
Tenant's default. If Landlord elects to apply the whole or any part of Tenant's
security deposit to the payment of any sum, Landlord may do so without waiver of
any Tenant default, and Landlord may demand that Tenant deliver a sum equal to
the amount so applied by Landlord. Tenant's failure to deliver the sum to
replenish Tenant's security deposit within ten (10) days following delivery of
written demand by Landlord will constitute an additional default by Tenant under
this Lease. If Tenant complies with all of the covenants and conditions of this
Lease, the security deposit or any balance thereof remaining will be returned to
Tenant within 14 days of the expiration of the term hereof.

28.  AUTHORITY. Tenant warrants and represents that Tenant is fully capable of
performing the terms of this Lease, that Tenant has full and requisite power and
authority to execute, deliver, and perform this Lease in accordance with their
respective terms, and that this execution of the Lease and other documents and
instruments will not act or to cause a violation or breach of any court order,
judgment, or agreement to which Tenant is a party.

29.  ENTIRE AGREEMENT. This Lease and all exhibits embody the entire Agreement
between the Landlord and Tenant and any prior oral or written understanding
and/or representation not specifically enumerated in this Lease is deemed
ineffective and of no force or effect. This Lease may be amended only by
written instrument executed by both Landlord and Tenant.

        Landlord and Tenant have executed this Lease on the Lease Date.

LANDLORD
Wildwood Hills Development, Corporation
an Arizona, Corporation

By:
    ______________________
    Eric D. Roles
    Its: President

                                     TENANT
                                     The Vestin Group
                                     d.b.a. Vestin Mortgage, Inc.
                                     a Nevada, Corporation

                                                    By: /s/ Michael Shustek
                                                        ___________________
                                                          Michael Shustek
                                                    Its: Chief Executive Officer
<PAGE>

                                   EXHIBIT "A"

                             DEL MAR OFFICE BUILDING
                                    PLOT PLAN

                                   [PLOT PLAN]

<PAGE>

                                   EXHIBIT "B"

                             DEL MAR OFFICE BUILDING
                                   FIRST FLOOR

                               [FIRST FLOOR PLAN]

<PAGE>

                                 EXHIBIT "B"(1)

                             DEL MAR OFFICE BUILDING
                                   SECOND FLOOR

                               [SECOND FLOOR PLAN]

<PAGE>

                                   EXHIBIT "C"
                                       TO
                             OFFICE LEASE AGREEMENT

                               (PARKING CHARGES)

         So long as Tenant is not in default under this Agreement, Tenant,
during the Lease Term, will be entitled to the use, at no additional charge,
seventeen uncovered parking spaces. The tenant will lease fourteen covered
parking spaces designated as spaces 2,3,4,5 & 11 through 20. Tenant acknowledges
that parking rental per covered stall is initially $30.00 per month payable in
advance along with the monthly space rent.

CHARGES FOR THE FIRST (24) MONTHS

14 covered parking spaces X $30.00 per space = $420.00 per month X 12 Months =
$5,040.00 yr.

CHARGES FOR THE LAST (36) MONTHS

14 covered parking spaces X $40.00 per space = $560.00 per month X 12 months =
$6,720.00 yr.

SUMMARY OF ANNUAL PARKING CHARGES:

<TABLE>
<S>             <C>
1st Year        $ 5,040.00
2nd Year        $ 5,040.00
3rd Year        $ 6,720.00
4th Year        $ 6,720.00
5th Year        $ 6,720.00
                ----------
TOTAL           $30,240.00
</TABLE>

The Vestin Group
d.b.a. Vestin Mortgage, Inc.

Agreed: /s/ Michael Shustek
        ---------------------------
        By, Michael Shustek

Wildwood Hills Development, Corporation

Agreed:
        ----------------------------
        By, Eric Roles


<PAGE>

EXHIBIT "D"

LEGAL DESCRIPTION

That portion of the Southeast Quarter (SE 1/4) of Section 5, Township 21 South,
Range 61 East, M.D. B & M, more particulary described as follows:

Lot 3-1 as shown on that certain parcel map on file in the Office of the Clark
County Recorder, in file 85 of Parcel Maps, Page 44. Suites 104, 105, 106, 107,
201, 204, 205, 206.


<PAGE>

EXHIBIT "E"

RULES AND REGULATIONS

1.       The sidewalks, halls, passages, exits and entrances of the building
         will not be obstructed by any of the Tenants or used by them for any
         purpose other than for ingress and egress from their respective
         premises. The halls, passages, exits and entrances are not for the
         general public and Landlord shall in all cases retain the right to
         control and prevent access thereto of all persons whose presence in the
         judgement of Landlord would be prejudicial to the safety, character,
         reputation and interests of the Building and its Tenants, provided that
         nothing herein contained shall be construed to prevent such access to
         persons with whom any Tenant normally deals in the ordinary course of
         its business, unless such persons are engaged in illegal activities. No
         Tenant and no employee or invitee of any Tenant shall go upon the roof
         of the Building.

2.       No sign, placard, picture name, advertisement or notice visible from
         the exterior of any Tenant's premises shall be inscribed, painted,
         affixed or otherwise displayed by any Tenant on any part of the
         Building without prior written consent of Landlord. Landlord will adopt
         and furnish to Tenant general guidelines, but may request approval of
         Landlord for modifications, which approval will not be unreasonably
         withheld. All approved signs or lettering on doors shall be printed,
         painted, affixed or inscribed at the expense of the Tenant by a person
         approved by the Landlord, which approval will not be unreasonably
         withheld. Material visible from outside the Building will not be
         permitted.

3.       The premises shall not be used for lodging or the storage of
         merchandise held for sale to the public, unless ancillary to a
         restaurant or other food service use specifically authorized in the
         lease of a particular Tenant, no cooking shall be done or permitted by
         any Tenant on the premises, except that preparation of coffee, tea, hot
         chocolate and similar items for Tenants and their employees shall be
         permitted.

4.       No Tenant shall use or keep in the premises or the Building any
         kerosene, gasoline of flammable or combustible fluid or material or use
         any method of heating or air conditioning other than that supplied by
         Landlord. No Tenant shall use, keep or permit to be used or kept any
         foreign or noxious gas or substance in the premises, or permit or
         suffer the other occupants of the Building by reason of noise, odors,
         or vibrations or interfere in any way with other Tenants or those
         having business therein.

5.       In the case of invasion, mob, riot, public excitement, or other
         circumstances rendering such action advisable in Landlord's opinion,
         Landlord reserves the right to prevent access to the Building during
         the continuance of the same by such an action as Landlord may deem
         appropriate, including closing entrances to the Building.

6.       The toilet rooms, toilets, urinals, wash bowls and other apparatus
         shall not be used for any purpose other than that for which they were
         constructed, no foreign substance of any kind whatsoever shall be
         thrown therein. The expense of any breakage, stoppage or damage
         resulting from the violation of this rule shall be done by the Tenant
         who, or whose employees of invites, shall have caused it.


<PAGE>

7.       Except with prior consent of Landlord, no Tenant shall sell, or permit
         the sale in the premises or use or permit the use of any common area
         for the sale of newspapers, magazines, periodicals, theater tickets or
         any other good merchandise or service. Tenant shall not carry on, or
         permit or allow any employee or other persons to carry on the business
         of stenography, typewriting, or any similar business from the premises
         for the service of accommodation of occupants of any other portion of
         the Building, nor shall the premises of any Tenant be used for
         manufacturing of any kind, or any business or activity other than that
         specifically provided for in such Tenant's lease.

8.       Tenant shall not use any advertising media which may be heard outside
         of the premises and Tenant shall not place or permit the placement of
         any radio or television, or other communications antenna, loudspeaker,
         sound amplifier, phonograph, searchlight, flashing light or other
         device of any nature on the roof or outside of the boundaries of the
         premises (except for Tenant's approved identification sign or signs) or
         at any place where the same may be seen or heard outside of the
         premises.

9.       All loading and unloading of merchandise, supplies, materials garbage
         and refuse shall be made only through such entryways and at such times
         as Landlord shall designate. In its use of the loading areas the Tenant
         shall not obstruct or permit the obstruction of said loading area and
         at no time shall park or allow its officers, agents or employees to
         park vehicles therein except for loading and unloading.

10.      Landlord shall have the right, exercisable without notice and without
         liability to any Tenant to change the name and street address of the
         Building.

11.      The person employed to move equipment in or out of the Building must be
         acceptable to Landlord. Landlord shall have the right to prescribe the
         weight, size and position of all equipment, materials, furniture or
         other property brought into the Building. Heavy objects shall, if
         considered necessary by Landlord, stand on wood strips of such
         thickness as is necessary to properly distribute the weight. Landlord
         will not be responsible for loss or damage to any such property from
         any cause, and all damage done to the Building by moving or maintaining
         such property shall be repaired at the expense of Tenant.

12.      No curtains, draperies, blinds, shutters, shades, screens or other
         coverings, hangings or decorations shall be attached to, hung or placed
         in, or used in connection with any window of the Building without prior
         written consent of Landlord. In any event, with the prior written
         consent of Landlord, such items shall be installed on the office side
         of Landlord's standard window covering and shall in no way be visible
         from the exterior of the Building.

13.      No Tenant shall obtain for use in the premises, ice, drinking water,
         food beverage, towel or other similar services, except at such
         reasonable regulations as may be fixed by Landlord.

14.      Each Tenant shall see that the doors or its premises are closed and
         locked and that all water faucets, water apparatus and utilities are
         shut off before Tenant or Tenant's employees leave the premises, so as
         to prevent waste or damage, and for any default or carelessness in this
         regard Tenant shall make good all injuries sustained by other tenants
         or occupants of the Building or Landlord.


<PAGE>

15.      No Tenant shall use any portion of the common area for any purpose when
         the premises of such Tenant are not open for business or conducting
         work in preparation therefore.

16.      The requirements of the Tenants will be attended to only upon
         application by telephone or in person at the office of the Building
         Employees of Landlord shall not perform any work or do anything outside
         of their regular duties unless under special instruction from Landlord.

17.      Landlord may waive any one or more of these Rules and Regulations from
         the benefit of any particular Tenant or Tenants, but no such waiver by
         Landlord shall be construed as a waiver of such Rules and Regulations
         in favor of any other Tenant or Tenants, nor prevent Landlord from
         thereafter enforcing any such Rules and Regulations against any or all
         of the Tenant of the Building.

18.      These Rules and Regulations are in addition to and shall not be
         construed to in any way modify, alter or amend, in whole or in part,
         the terms, covenants, agreements and conditions of any Lease of
         premises in the Building.

19.      Landlord reserves the right to make such other and reasonable rules and
         regulations as in its judgment may from time to time be needed for the
         safety, care and cleanliness of the Building, and for the preservation
         of good order therein.

20.      THIS IS A NON SMOKING FACILITY.

21.      NO ANIMAL(S) of any kind will be allowed on or in the office building,
         parking lot or any of the common areas. NO PETS of any kind are allowed
         on or in the office building, parking lot or any of the common areas.
         NO SECURITY ANIMALS of any kind will allowed on or in the office
         building, parking lot or any of the common areas. THE ONLY EXCEPTION
         WILL BE THOSE INDIVIDUALS WHO REQUIRE THE ASSISTANCE OF AN ANIMAL
         QUALIFIED UNDER A STATE OF FEDERAL REGULATION SUCH AS THE "AMERICANS
         WITH DISABILITIES ACT."
<PAGE>
EXHIBIT "F"

GUARANTY OF LEASE

GUARANTOR:                  Michael Shustek

DESCRIPTION OF LEASE:       General Office Lease

DATE:                       January 5, 2001

LANDLORD:                   Wildwood Hills Development, Corporation

TENANT:                     Vestin   Group, d.b.a. Vestin Mortgage, Inc.

PREMISES:                   Del Mar Building-Suite(s) 104, 105, 106, 107, 201,
                            204, 205, 206 (Approx. 11,250 sq. Ft. gross)

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are
hereby acknowledged, the undersigned ("Guarantor") hereby unconditionally and
irrevocably guarantees Tenant's full and faithful performance of each and every
term, covenant and condition of the above referenced lease (the "Lease"),
including, but not limited to, the payment of all rent (and other sums to be
paid to Landlord by Tenant) at the time and in the manner required by the Lease.
No amendment, modification, extension, release, waiver or comprise of the Lease,
or of any term, covenant or condition thereof, or of any party thereto, shall
affect, terminate or impair this Guaranty, and this Guaranty shall remain in
full force and effect notwithstanding any such event. The undersigned hereby
agrees to indemnify Landlord against, and to hold Landlord free, clear and
harmless from, any and all liability, loss, costs, charges, penalties,
obligations, expenses, attorneys' fees, litigation, judgements, damages, claims
and demands of any kind whatsoever in connection with arising out of or by
reason of the assertion by Tenant of any defense to its obligations under the
Lease or the assertion by Guarantor of any defense to its obligations hereunder.
Guarantor waives any right or claim of right to cause a marshaling of Tenant's
assets or to require Landlord to proceed against Guarantor or Tenant or any
security for the Lease or this Guaranty in any particular order and Guarantor
agrees that any payments or performance required to be made hereunder shall
become due upon demand in accordance with the terms hereof immediately upon the
happening of a default under the Lease, whether or not Guarantor has been given
notice of such default, and Guarantor hereby expressly waives and relinquishes
all rights and remedies accorded by applicable law to guarantors, including, but
not limited to, notice of default, any failure to pursue Tenant or its property,
any defense arising by reason of any defense of Tenant or by reason of the
cessation of the liability of Tenant of any defense by reason of the assertion
by Landlord against Tenant of any of the rights or remedies reserved to Landlord
pursuant to the provisions of the said Lease, or by reason of Summary or other
proceedings against Tenant.

No delay on Landlord's part in exercising (or giving notice of) any right, power
or privilege under this Guaranty, the Lease or any other document executed in
connection therewith, shall operate as a waiver of any such privilege, power or
right.

Guarantor agrees that any judgement rendered against Tenant for monies or
performance due Landlord shall in every and all respects bind and be conclusive
against Guarantor to the same extent as if Guarantor had appeared in any such
proceeding and judgement therein had been rendered against Guarantor. Guarantor
subordinates to
<PAGE>

Tenant's obligations to Landlord all indebtedness of Tenant to Guarantor,
whether now existing or hereafter contracted, whether direct or indirect,
contingent or determined.

The terms, covenants and conditions contained in this Guaranty shall inure to
the benefit of, and be binding upon, the successors and assigns of Landlord and
Guarantor, respectively.

If any term, covenant or condition of the Guaranty, or any application thereof,
should be held by a court of competent jurisdiction to be invalid, void or
unenforceable, all terms, covenants and conditions of this Guaranty, and all
applications thereof, not held invalid, void or unenforceable shall continue in
full force and effect and shall in no way be affected, impaired or invalidated
thereby.

This Guaranty may not be modified, amended, terminated or changed except in a
written document duly executed by Landlord and Guarantor.

In this Guaranty, whenever the context so requires, the masculine gender
includes the feminine and/or neuter, and the singular number includes the
plural.

This Guaranty shall be construed in accordance with its intent and without
regard to any presumption or other rule requires construction against the party
causing the same to be drafted.

The laws of the State of Nevada shall govern the validity, construction,
performance and effect of this Guaranty.

Should Guarantor consist of more than one person or entity, then, in such event,
all such persons and entities shall be jointly and severally liable as Guarantor
hereunder.

DATED this                      day of                   2000.
           --------------------        -----------------

/s/ Michael Shustek
--------------------------------
Guarantor, Michael Shustek