ACCOUNTING SERVICES AGREEMENT

This Accounting Services Agreement (the “Agreement ”) is made and entered into as of this ____ day of April, 2009, by and between Strategix Solutions, LLC, a Nevada limited liability company (“Strategix ”), having its primary place of business at 3441 S. Eastern Ave., Las Vegas, Nevada 89169 and Vestin Fund III, LLC., a Nevada limited liability company ( “Vestin ”), having its primary place of business at 6149 S. Rainbow Blvd., Las Vegas, Nevada 89118.

A.   Vestin is a company primarily engaged in the business of making loans secured by commercial real estate.

B.   Strategix is a company that specializes in the provision of accounting services and is an affiliate of LL Bradford & Company, a certified public accounting firm located in Las Vegas, Nevada.

C.   Vestin desires to retain Strategix to provide substantially all of its accounting needs including but not limited to the preparation of monthly internal financial reports as well as quarterly and annual financial statements, preparation of all quarterly and annual reports to be filed with the SEC as well as filings required on Forms 8-K and such other filings as may be required in compliance with applicable laws, co-ordination with  Vestin’s independent public accountants with respect to the annual audit and all other services generally provide by a chief financial officer and controller (the “ Accounting Services ”).

D.   Strategix desires to render to Vestin the Accounting Services on the terms and conditions set forth herein.

Now, Therefore, in consideration of the mutual covenants, promises, representations and warranties set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree that the above recitals are incorporated herein and further agree as follows.

Strategix shall provide to Vestin all Accounting Services  necessary to operate Vestin’s business and to comply with Vestin’s operating agreement, the laws, rules and regulations of the SEC including Sarbanes Oxley and all other laws, rules and regulations which Vestin is subject to.

In addition, Strategix shall provide the services of one person  who shall be designated as and shall function as Vestin’s chief financial officer (the “CFO” ). The initial CFO shall be Rocio Revollo.  Vestin shall have the right, at any time, with or without cause, to terminate the services of Ms. Revollo as CFO and to require Strategix to designate another individual to act as CFO, provided that such person has been approved by Vestin’s manager.  .  The CFO shall report to Vestin’s manager and shall be subject to the supervision of Vestin’s manager.  The CFO shall be required to comply with all policies and procedures adopted by Vestin.

All Accounting Services shall be provided by certified public accountants and other professionals acting under the supervision of certified public accountants.

2.            Responsibilities of Vestin. Vestin shall be responsible for providing to Strategix all information reasonably requested by Stategix to perform the Accounting Services required by this Agreement.   Vestin shall at all times while this Agreement is in effect maintain Director’s and Officer’s Liability insurance.

3.            Representations, Warranties and Covenants of the Parties. Each party represents, warrants and covenants that as of the date of this Agreement it:

4.            Confidential Information and Trade Secrets .

a.           Strategix recognizes that due to the nature of this Agreement, Strategix will have access to information of a proprietary nature owned by Vestin which may include, but is not limited to (1) computer programs (whether or not completed or in use); (2) operating manuals or similar materials which constitute the policies and procedures Vestin; (3) methods of doing business developed for the operation of Vestin, (4) client lists, contracts, agreements, (5) accounting and financial information and (6) lending practices and borrower lists. Strategix acknowledges and agrees that Vestin has a proprietary interest in all such information and that all such information constitutes confidential and proprietary information, and is the trade secret property of Vestin. Strategix hereby waives any and all right, title and interest in and to such trade secrets and confidential information and agrees to return all copies of such trade secrets and confidential information related thereto to Vestin upon the termination of Agreement.

b.           Strategix further acknowledges and agrees that Vestin is entitled to prevent its competitors and other third parties from obtaining and utilizing its trade secrets and confidential information. Therefore, Strategix agrees during the term of this Agreement, or any time after the expiration or sooner termination of this Agreement, to hold Vestin's trade secrets and confidential information in strictest confidence and not to disclose them or allow them to be disclosed, directly or indirectly, to any person or entity other than those persons or entities who are employed by or affiliated with Strategix, without the prior written consent of Vestin. Strategix agrees to require each independent contractor and employee of Strategix, and any such person or entities to whom such information is disclosed for the purpose of performance of Strategix’s obligations under this Agreement, to execute a “Confidentiality Agreement' regarding such information.

c.         Strategix shall incorporate the foregoing confidentiality provisions in its employment agreements with its employees.

d.         Strategix acknowledges and agrees that a breach of this Paragraph 4 will result in irreparable harm to Vestin which cannot be reasonably or adequately compensated in damages, and therefore Vestin shall be entitled to injunctive and/or equitable relief to prevent a breach and to secure enforcement thereof, in addition to any other relief or award to which Vestin may be entitled.

5.            Compensation to Strategix for Performance of its Obligations. As compensation during the Term, and any extension thereof, Vestin shall p