Revolving Loan and Security Agreement

     This Revolving Loan Agreement (“Agreement”) is entered into this date by and between Desert Capital Reit, Inc., a Nevada Corporation (“Borrower”) and Beresford Bancorporation, Inc. (“Lender”).

     NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

     Section 1 . Periodic Loans. During the term hereof, Lender hereby agrees to make periodic loans to the Borrower in an aggregate principal amount at any one time outstanding, not to exceed Five Million Dollars ($5,000,000.00) (“Maximum Amount”). During the term hereof, from time to time Borrower may notify the Lender of its need to borrow funds pursuant to this Agreement. Within two business days of receipt of such notice from the Borrower seeking to borrow funds, the Lender shall forward such funds to the Borrower up to, but no in excess of, the Maximum Amount. This is a revolving loan. The amount repaid may be reborrowed during the term.

     Section 2 . Periodic Finance Charges. All principal and interest then outstanding shall bear interest at the floating rate of the 10 year treasury bill plus 3% per annum.

     Section 3 . Payments. All interest outstanding shall be due and payable by the Borrower on a monthly basis in arrears. All principal and interest then outstanding shall be due and payable by the Borrower to the Lender on February 1, 2005. The Borrower may, from time to time, in the Borrower’s discretion, make one or more periodic payments to the Lender. Such payments shall be credited to the Borrower’s account on the date that such payment is physically received by the Lender. Such payments shall be applied first to the interest outstanding, and then to the principal outstanding.
 

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