Vestin Realty Mortgage I, Inc., a Maryland corporation ("VRTA") and Vestin Realty Mortgage II, Inc., a Maryland corporation ("VRTB") have entered into a Membership Interest Purchase Agreement dated October 3, 2011 (the "Purchase Agreement") with NorthStar Hawaii, LLC, a Delaware limited liability company ("NorthStar"), a wholly owned entity of NorthStar Memorial Group, to sell their membership interests in Hawaii Funeral Services, LLC, a company that operates four cemeteries and four mortuaries in the state of Hawaii through its wholly-owned subsidiaries. NorthStar Memorial Group is a privately held funeral home and memorialization company with cemeteries and funeral homes in California, Florida, Illinois, Ohio, Oklahoma, Tennessee and Washington.

As part of the purchase, NorthStar has agreed to pay the sum of $15,300,000 and assume certain liabilities. In addition, VRTA and VRTB will retain a portion of the cash currently on hand. All proceeds from purchase agreement will be allocated between VRTA & VRTB based on ownership percentage. The closing of the purchase is contingent upon the Hawaii Department of Commerce and Consumer Affairs' review of the transaction as well as certain other contingencies. There can be no assurance that all of the contingencies will be met or that the closing of the purchase will be consummated.

At closing, $12,300,000 of the purchase price will be paid to VRTA and VRTB and $3,000,000 of the purchase price will be placed into an interest bearing escrow account, and such amount will be disbursed upon the settlement of certain litigation and the issuance of a title insurance policy. The Purchase Agreement contains customary representations and warranties and certain indemnity obligations on the part of VRTA, VRTB and Northstar. In addition, in the event certain indemnity obligations exceed $2,000,000 VRTA and VRTB have certain rights to repurchase the membership interests in Hawaii Funeral Services, LLC.

(d)      Exhibits

  2.2* Membership Interest Purchase Agreement between VRTA and VRTB, as sellers,
       and Northstar, as buyer

* Portions of this exhibit have been omitted pursuant to a confidential treatment request.