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                                                                   Exhibit 10.25

                             OFFICE LEASE AGREEMENT

                              THE DEL MAR BUILDING

                   BASIC LEASE INFORMATION AND DEFINED TERMS

LEASE DATE: AUGUST 1, 2002

LANDLORD:         2901 EL CAMINO, LAS VEGAS, NV, LLC
                           2710 GRASSY SPRING PLACE, LAS VEGAS NV 89135
                  ATTENTION: WILLIAM J. PIEDEMONTE

                           Telephone: C/O Silvia Buckley 702-227-0965
                           Fax: 702-362-4767

TENANT:           VESTIN GROUP
                  2901 EL CAMINO AVE. SUITE 200
                  LAS VEGAS, NEVADA 89102

                           Attention: Paul Conagan

                  TELEPHONE: (702) 227-0965
                  TELECOPY: (702) 362-4767

PROJECT      THE DEL MAR BUILDING

             2901 EL CAMINO AVENUE

             LAS VEGAS, NEVADA

BUILDING:   THE ENTIRE TWO-STORY OFFICE BUILDING LOCATED AT 2901 EL
            CAMINO, LAS VEGAS, NV 89102

LEASED PREMISES:     THE PORTION OF THE BUILDING DESIGNATED AS SUITE 200

TOTAL RENTABLE AREA: 20,000 SQUARE FEET, (GROSS).

TENANT AREA:      1250 SQUARE FEET, (GROSS).

TERM OR LEASE TERM:  44 MONTHS

INITIAL TERM: 44 MONTHS CALCULATED FROM THE FIRST DAY OF THE NEXT CALENDAR MONTH
AFTER THE COMMENCEMENT DATE.

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                           OCCURS (OR CALCULATED FROM THE COMMENCEMENT DATE IF
                           THAT DATE OCCURS ON THE FIRST OF THE MONTH).

COMMENCEMENT DATE:  AUGUST 1, 2002.

EXTENSION TERMS:    TENANT SHALL HAVE THE OPTION TO EXTEND, PROVIDED THAT TENANT
                    IS IN COMPLIANCE WITH EACH AND EVERY TERM, COVENANT AND
                    CONDITION HEREOF ON ITS PART TO BE PERFORMED AND THAT TENANT
                    NOTIFIES LANDLORD IN WRITING PRIOR TO FOUR MONTHS OF THE
                    TERMINATION DATE OF THE LEASE, THAT TENANT WISHES TO
                    EXERCISE ITS OPTION TO EXTEND ITS TENANCY. SAID EXTENSION
                    WILL BE AT A RENTAL RATE AND TERM ACCEPTABLE TO THE
                    LANDLORD.

Minimum Rent: $2.00+-per Square foot of Tenant Area for 12 months of the term as
listed below:

August 1, 2002 to July 31, 2003 $2500 per month plus $40 per month parking

August 1, 2003 to July 31, 2004 $2575 per month plus $40 per month parking

August 1, 2004 to July 31, 2005 $2650 per month plus $50 per month parking

August 1, 2005 to March 31, 2006 $2725 per month plus $50 per month parking

IMPROVEMENT ALLOWANCE: LANDLORD WILL PROVIDE NO IMPROVEMENT ALLOWANCE. THE
SUITES ARE TO BE LEASED IN "AS IS CONDITION".

SECURITY DEPOSIT: $ NONE

EXPENSE STOP:     NONE

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

                          GENERAL TERMS AND CONDITIONS

DESCRIPTION OF BUILDING AND LEASED PREMISES.

         1.       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.

         2.       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.
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2.       TERM AND POSSESSION.

         1.       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.

         2.       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. Tenant shall
                  peacefully surrender the premises at the end of the lease
                  term. If Tenant does not surrender premises the rent shall
                  increase to 200% of the current rental rate.

3.       RENT.

         1.       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 months 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 dilequent
                  after the date due will bear interest at the rate of 12%.

         2.       PARKING CHARGES. Tenant will pay to Landlord the Parking
                  Charges set forth in Exhibit C.

         3.       RENTAL ADJUSTMENT.

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

                  2.       "OPERATING COST" 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

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                           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 and otherwise) of
                           Tenant.

                  3.       "Operational Year" means all or any portion of any
                           calendar year during which this Lease is in effect.

                  4.       "Excess Cost" means the amount by which the Operating
                           Costs for any Operational Year exceed the Expense
                           Stop.

                  5.       "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.

                  6.       "Base Year" means "2000"

         4.       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 at 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 the 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.

         5.       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.

         1.       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
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                  immediately eliminate the disturbance.

         2.       Floor Load. Tenant will not bring upon the Leased Promises any
                  item with weight sufficient to potentially cause damage to, or
                  that may jeopardize the structure of, the Leased Premises or
                  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 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 in 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 as 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.
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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, make them within a reasonable time using due
         diligence, and, if Landlord elects to make the repairs, this Lease will
         continue is 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 then 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
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         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
         reasonable appropriate under the circumstances. In no event, however,
         will the time period within which Tenant must completely 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 Promises without process at 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 this 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 ATTORNEY'S 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 cost,
         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 affect. 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 will operate


<PAGE>

         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, starting 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 default 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 encombrancer 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 affect, and if the rentable area
         of the Leased Premises is reduced, the rest 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
         affective 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.

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.


<PAGE>

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 sale 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 defaults 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 condition 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 term 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
2901 El Camino Las Vegas, NV LLC

By: /s/ William J. Piedemonte
    --------------------------
William J. Piedemonte
Managing owner                      TENANT

                                                    By: /s/ Michael Shustek
                                                        -----------------------
<PAGE>

                                   EXHIBIT "A"
                                       TO
                             OFFICE LEASE AGREEMENT

                     (general depiction of Leased Premises)

<PAGE>

                                   EXHIBIT "B"
                                       TO
                             OFFICE LEASE AGREEMENT

<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, Suite 200.

<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
         judgment 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,
         pained, 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 or 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 be the Tenant
         who, or whose employees or 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 persons 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 Tenants 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 of 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 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 OR
                  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:                      August 1, 2002

LANDLORD:                  2901 El Camino, Las Vegas, NV LLC

TENANT:                    Vestin Group

PREMISES:                  Del Mar Building- Suite(s) 200

                                                    (Approx. 1250 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 of 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

<PAGE>

                           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 judgment therein had been
                           rendered against Guarantor. Guarantor subordinates to
                           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 July day of 23 2002.

Guarantor:  MICHAEL SHUSTEK