Intercreditor Agreement

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EXHIBIT 10.6

INTERCREDITOR AGREEMENT

This Intercreditor Agreement, dated as of June 24, 2004 this "AGREEMENT"),

is entered into by and between VESTIN MORTGAGE, INC., a Nevada corporation

("VESTIN MORTGAGE"), whose principal place of business and post office address

is 2901 El Camino Avenue, Suite 206, Las Vegas, Nevada 89102, ("LEAD LENDER")

and OWENS MORTGAGE INVESTMENT FUND, a California Limited Partnership ("OWENS

MORTGAGE INVESTMENT FUND") whose principal place of business and post office

address is 2221 Olympic Boulevard, Walnut Creek, California 94595, ("LENDER")

hereinafter collectively referred to as the "LENDERS".

RECITALS:

A. The Lenders have concurrently herewith entered into that certain Loan

Agreement, dated as of June 14, 2004 (the "Loan Agreement") with

STADIUM VILLAGE, LLC, a Nevada limited liability company (the

"Borrower") and Jeffrey B. Chain & Linda D. Chain, Kerry L. Keltner &

Linda K. Keltner, (collectively "the Guarantors").

B. The Lenders have severally agreed to make the Loan to the Borrowers in

the aggregate principal amount of $12,063,000.00 of which each

Lender's commitment is set forth in Section 2.1 of this Agreement.

C. The Lenders enter into this Agreement to, among other things, further

define the rights, duties, authority and responsibilities of the

Lenders and the relationship among the Lenders regarding their

interests in the Loan Documents and collateral which secures the Loan.

NOW THEREFORE, for good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, and based upon the foregoing

Recitals which are an integral part of this Agreement, as well as the mutual

covenants and promises contained herein, Vestin Mortgage and Lender hereby

agree as follows:

SECTION 1. DEFINITIONS

Section 1.1. Definitions. All capitalized terms used in this Agreement

shall have the meanings assigned to them below in this Section 1 or in the

provisions of this Agreement referred to below:

"Agreement" shall mean this Intercreditor Agreement as amended, modified or

restated in

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accordance with the terms hereof.

"Bankruptcy Proceeding" shall mean, with respect to any Person, a general

assignment by such Person for the benefit of its creditors, or the institution

by or against such Person of any proceeding seeking its relief as debtor, or

seeking to adjudicate such Person as bankrupt or insolvent, or seeking

reorganization, arrangement, adjustment or composition of such Person or its

debts, under any law relating to bankruptcy, insolvency, reorganization or

relief of debtors, or seeking appointment of a receiver, trustee, custodian or

other similar official for such Person or for any substantial part of its

property.

"Borrower" shall mean any person or entity that obligates itself or its

property as security for a loan.

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

the "Loan Documents".

"Default" shall mean any event or condition, the occurrence of which

would, with the lapse of time or the giving of notice, or both, pursuant to the

"Loan Documents" constitute an Event of Default.

"Interest Rate" shall mean a fixed rate of interest equivalent to eleven

percent (11%) per annum to be paid to Lender in accordance with this Agreement

for their "Participation Interest" in the "Loan" assigned by Vestin Mortgage.

"Late Charges" shall mean the late charges and/or default rate charged to

Borrower in the event of default or late payments under the "Loan Documents".

"Lead Lender" shall mean Vestin Mortgage or any successor lead lender.

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

"Loan Documents" shall mean the note, deed of trust, guaranty, title

policy, security agreement, loan agreement, assignment of rents and profits, and

whatever documents are in existence to protect and secure the repayment of the

Borrowers obligations under the "Loan".

"Loan" shall mean the note, and all of the documents and agreements that

evidence and secure the debt of the "Borrower".

"Loan Agreement" shall have the meaning assigned thereto in the Recitals

hereof, and shall include such agreements as amended or modified in accordance

with their respective rights.

"Priority of Payment" shall mean the order in which payments are made to

the "Lead Lender" and to the "Lender".

"Participation Interest" shall signify amount in dollars owned by Owens

Mortgage

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Investment Fund in the "Loan".

1.2 Effectiveness of the Agreement. The effectiveness of this Agreement is

conditioned upon (a) the execution and delivery of this Agreement by the

Lenders, (b) the execution, delivery and effectiveness of the Loan Agreement and

the Loan Documents by the parties hereto.

SECTION 2. PRORATA SHARE; LOAN FEES

2.1 Advance of Loan Funds: Pro Rata Share. Each of the Leaders shall

advance their respective amounts of the Loan to the Borrower at Closing, and

have a "Pro Rate Share" as indicated on the following schedule:

<TABLE>

<CAPTION>

LENDER AMOUNT PRO RATA SHARE

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<S> <C> <C>

Vestin Mortgage Inc, $ 6,063,000.00 50.26%

Owens Mortgage Investment Fund $ 6,000,000.00 49.74%

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Totals $12,063,000.00 100.00%

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2.2 Allocation of Loan Fees. In respect of the Loan, the Borrower has paid

or will pay loan fees in the aggregate amount of $422,205.00 (3.5% of the face

amount of the note), which fees shall be allocated among the Lenders as follows:

Owens Mortgage Investment Fund $150,000.00 (2.5% based on the

Participation Interest)

Vestin Mortgage, Inc. $272,205.00 (remaining balance of loan fee)

SECTION 3. RELATIONSHIP AMONG LENDERS

3.1 Restrictions on Actions. Lead Lender agrees that, so long as any

portion of the Loan is outstanding or unpaid the provisions of this Agreement

shall provide the exclusive method by which either Lender may exercise rights

and remedies under the Loan Documents. Therefore, each Lender shall, for the

benefit of all Lenders, except as permitted under this Agreement:

(a) Refrain from taking or filing any action, judicial or otherwise,

to enforce any rights or pursue any remedy under the Loan Documents, except for

delivering notices hereunder; and

(b) Refrain from (1) selling any portion of the Loan to the Borrower

or any affiliate of the Borrower and (2) accepting any guaranty (other than the

guarantees contemplated by the Loan Agreement) of; or any other security for,

the Loan from the Borrowers or any Affiliate of the Borrowers, except any

guaranty or security granted to the Lenders for the benefit of all Lenders; and

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(c) Refrain from exercising any rights or remedies under the Loan

Documents which have or may have arisen or which may arise as a result of a

Default or Event of Default or otherwise provided, however, that nothing

contained in subsections (a) though (c) above, shall prevent any Leader from

imposing a default rate of interest in accordance with the Loan Agreement, or

prevent a Lender from raising any defenses in any action in which it has been

made a party defendant or has been joined as a third party, except that Lead

Lender may, but shall not be obligated to, direct and control any defense

directly relating to the Real Property and/or the Collateral or any one or more

of the Loan Documents, which shall be governed by the provisions of this

Agreement.

3.2 Representations and Warranties. Each of the Lenders represent and

warrant to each other that:

(a) It (i) is a legal entity duly organized, existing and in good

standing under the laws of the jurisdiction of its domicile, and (ii) has all

requisite corporate power to own its property and conduct its business as now

conducted and as presently contemplated.

(b) The execution, delivery and performance by such Lead Lender or

Lender of this Agreement has been authorized by all necessary proceedings

(corporate or otherwise) and does not and will not contravene any provision of

law, its charter or by-laws, or operating agreement, or any amendment thereof;

or of any indenture, agreement, instrument or undertaking binding upon such Lead

Lender or Lender.

(c) The execution, delivery and performance by such Lead Lender or

Lender of this Agreement will result in a valid and legally binding obligation

of such Lead Lender or Lender enforceable in accordance with its terms, subject

to bankruptcy, insolvency, fraudulent conveyance and similar laws affecting

creditors' rights generally, and general principles of equity (regardless of

whether the application of such principles is considered in a proceeding in

equity or at law).

(d) It has received and approved, as to form and content, sample

copies of the Loan Documents however, such approval shall not operate as a

warranty or representation of the adequacy, validity or binding effect of any of

the Loan Documents or Assignments.

3.3 Cooperation; Accountings. Lead Lender will, upon the reasonable request

of Lender, from time to time execute and deliver or cause to be executed and

delivered in a timely fashion such further instruments, and do and cause to be

done such further acts as may be necessary or proper to carry out more

effectively the provisions of this Agreement. The Lead Lender agrees to provide

to Lender upon reasonable request, but in no event more frequently than once a

month, a statement of all payments received in respect of the Loan.

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3.4 Reliance on Lead Lender. Lender agrees that it has independently made

its own analysis of the Loan and the decision to enter into this Agreement based

on such documents and information as it has deemed appropriate. The Lead Lender

shall promptly provide to Lender a copy of all financial statements and reports

of operating results and other documents and information received by the Lead

Lender in its capacity as such pursuant to the Loan Documents. The Lead Lender

shall have a duty and responsibility to provide Lender with any credit or other

information concerning the affairs, financial condition or business of the

Borrower which may come into the possession of the Lead Lender, including

financial statements, credit reports and any other documents and information

upon the reasonable request of Lender.

3.5 Limitation on Lead Lender's Liability.

(a) In addition to the Lead Lender's failure to comply with the terms

of this Agreement, including the Priority of Payment, the Lender shall have

recourse against Lead Lender for the amounts payable by the terms of this

Agreement. Lead Lender's obligation with respect to such payments shall be to

remit to the Lender a monthly payment based on the Interest Rate calculated on

the Participation Interest and the principal amount of the Participation

Interest when a Loan pays off or matures in accordance with this Agreement.

(b) Although Lead Lender will exercise the same care in administering

the Loan as if the Loan were made entirely for Lead Lender's own account, Lead

Lender's liability shall be limited to Lenders Participation Interest and the

amount payable on that at the Interest Rate, except for a loss due to Lead

Lender's own gross negligence, willful acts of willful misconduct.

(c) Lead Lender shall be entitled to rely upon any certification,

notice or other communication (including any thereof by telephone, telex,

telegram, cable or telecopy) believed by it to be genuine and correct and to

have been signed or sent by or on behalf of the Lender. Should approval of any

action, any inaction or any proposed course of conduct in administering the Loan

(either before or after the occurrence of a Default) be requested in writing by

the Lead Lender from Lender, such Lender shall approve or deny such request in

writing and shall deliver the writing to the Lead Lender within ten (10)

calendar days after the Lender's receipt of the Lead Lender's request. Lender's

failure to respond within the ten (10) calender days shall be deemed consent by

such Lender to such request.

(d) Lead Lender does no