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                                                                  EXHIBIT 10.198
This instrument was prepared by
and after recording return to:

Kevin J. Smith, Esq.
Gammage & Burnham
Two North Central Avenue
18th Floor
Phoenix,  Arizona  85004

                        SECOND AMENDMENT TO DEED OF TRUST
                             (HARTSEL SPRINGS RANCH)

                  THIS SECOND AMENDMENT TO DEED OF TRUST ("Amendment") is made
as of the 17th day of December, 1999, by and among PREFERRED EQUITIES
CORPORATION, a Nevada corporation ("Trustor"), whose mailing address is 4310
Paradise Road, Las Vegas, Nevada 89109-6597, and FINOVA CAPITAL CORPORATION, a
Delaware corporation ("Beneficiary"), having an office and mailing address at
7272 East Indian School Road, Suite 410, Scottsdale, Arizona 85251 (Attention:
Vice President - Law).

                                 R E C I T A L S

                  A. Reference is made to that certain Deed of Trust, Assignment
of Rents and Proceeds and Security Agreement recorded among the Official Records
of Park County, Colorado at Reception No. 485871 as amended by a First Amendment
to the same recorded among the aforestated public records at Reception No.
512026 (collectively, the "Original Deed of Trust"). Capitalized terms used in
this Amendment which are defined in the Original Deed of Trust shall have the
same meaning and definition when used in this Amendment unless such definition
is amended or modified by this Amendment.

                  B. The Trustor and Beneficiary desire to amend the Original
Deed of Trust in the manner hereinafter set forth.

                  NOW THEREFORE, the parties agree as follows:

                  1. The WITNESSETH clause of the Original Deed of Trust is
deleted in its entirety and replaced with the following:

                  "Beneficiary has loaned to Trustor certain funds pursuant to
         the Loan Agreement, as defined below, which Loan (as defined in the
         Loan Agreement) is


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         evidenced by, among other things, the Hartsel Springs Ranch Note (as
         defined below) and the Additional Advance Note (as defined below)".

                  2. The paragraph entitled " NOW, THEREFORE " which is found in
         Article I of the Original Deed of Trust, is deleted in its entirety and
         replaced with the following:

                                    NOW, THEREFORE, in consideration for the
                  making of the Loan, for the purpose of securing (a) the timely
                  repayment of the Loan, as evidenced by that certain Promissory
                  Note [Additional Advance Note], dated December 23, 1998 (the
                  "Additional Advance Note"), in the amount of Five Million Six
                  Hundred Sixty-Two Thousand United States Dollars (U.S.
                  $5,662,000), (b) the timely repayment of that certain First
                  Amended and Restated Promissory Note [Winnick Building
                  Addition] dated November 6, 1998 (the "Winnick Building
                  Addition Note") in the amount of Two Million Three Hundred
                  Ninety-Seven Thousand Five Hundred United States Dollars (U.S.
                  $2,397,500), as amended, (c) the timely repayment of that
                  certain First Amended and Restated Promissory Note [Ida
                  Building Addition] dated November 6, 1998 (the "Ida Building
                  Addition Note") in the amount of Two Million One Hundred
                  Twenty-Five Thousand Two Hundred Twenty and 80/100 United
                  States Dollars (U.S. $2,125,220.80), as amended, (d) the
                  timely repayment of that certain First Amended and Restated
                  and Consolidated Promissory Note [Aloha Bay Phase I] dated
                  November 6, 1998 (the "Aloha Bay Note") in the amount of One
                  Million Seven Thousand One Hundred United States Dollars (U.S.
                  $1,007,100), as amended, (e) the timely repayment of that
                  certain Second Amended and Restated Promissory Note dated May
                  15, 1997 (the "Receivables Note") in the principal amount of
                  Seventy-Five Million United States Dollars (U.S.
                  $75,000,000.00), as amended, (f) the timely repayment of that
                  certain Third Amended and Restated Promissory Note
                  [Headquarters and FCFC Property] dated as of September 29,
                  1998 (the "Office Note") in the original principal amount of
                  Six Million Five Hundred Eighty-Three Thousand Four Hundred
                  Six and 43/100 United States Dollars (U.S. $6,583,406.43), as
                  amended, (g) the timely repayment of that certain Promissory
                  Note (the "Towers Note") dated as of December 13, 1995, as
                  amended pursuant to that Amendment No. 1 to Promissory Note
                  [Towers Lobby] dated as of August 16, 1996, in the original
                  principal amount of One Million Two Hundred Eighty-Six
                  Thousand One Hundred Twenty-Six and No/100 United States
                  Dollars (U.S. $1,286,126.00), as amended, (h) the timely
                  repayment of that certain Note [Hartsel Springs Ranch] dated
                  as of February 18, 1998 (the "Hartsel Springs Ranch Note") in
                  the original principal amount of Four Million United States
                  Dollars (U.S.$4,000,000.00), as amended, (i) the timely
                  repayment of that certain Promissory Note [Biloxi Property]
                  dated as of March 20, 1998 (the "Biloxi Note") in the original

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                  principal amount of One Million One Hundred Seventy-Three
                  Thousand Seven Hundred Fifty United States Dollars (U.S.
                  $1,173,750.00), as amended (j) the timely repayment of any and
                  all indebtedness evidenced by any Project Note as may be
                  executed by Trustor for the benefit of Beneficiary, from time
                  to time, as contemplated by the Loan Agreement hereinafter
                  described, (k) the full, timely and faithful performance of
                  and compliance with ("Performance") all the covenants and
                  conditions made by Trustor herein, in the Receivables Note, in
                  the Office Note, in the Towers Note, in the Ida Building
                  Addition Note, in the Aloha Bay Note, in the Winnick Building
                  Addition Note, in the Hartsel Springs Ranch Note, in the
                  Biloxi Note, in the Additional Advance Note, in any Project
                  Note, in the Second Amended and Restated and Consolidated Loan
                  and Security Agreement between Trustor and Beneficiary dated
                  effective as of May 15, 1997, as may be now or subsequently
                  amended (as so amended and restated, the "Loan Agreement"), in
                  the Documents (as defined in the Loan Agreement), and in each
                  and every other document executed in connection therewith,
                  other than the Environmental Certificates with
                  Representations, Covenants and Warranties which were
                  previously executed by the Trustor in favor of the Beneficiary
                  and the Environmental Certificates and Indemnity Agreements
                  executed in connection with Additional Advance Note
                  (collectively the "Environmental Certificate") and in any and
                  all modifications, extensions, renewals, replacements or
                  restatements of any of the foregoing (this Deed of Trust, the
                  Receivables Note, the Office Note, the Towers Note, the Ida
                  Building Addition Note, the Aloha Bay Note, the Winnick
                  Building Addition Note, the Hartsel Springs Ranch Note, the
                  Biloxi Note, Additional Advance Note, any Project Note, the
                  Loan Agreement, the Documents and the other documents
                  (exclusive of the Environmental Certificate), as from time to
                  time modified, extended, renewed, replaced or restated, are
                  collectively referred to as the "Loan Documents"), and also
                  (l) the payment of any and all other indebtedness, direct or
                  contingent (other than arising out of the Environmental
                  Certificate), that may now or hereafter become owing to
                  Beneficiary from Trustor or any successor-in-ownership of the
                  Trust Property (all of the foregoing secured obligations
                  collectively "Obligations" or individually "Obligation"),
                  Trustor hereby irrevocably grants, conveys, bargains, sells,
                  assigns, warrants and confirms unto Trustee, its successors
                  and assigns, in trust, with power of sale and right of entry
                  and possession, all of Trustor's right, title and interest in
                  and to the real estate located in Park County, Colorado, and
                  more fully described in Exhibit A attached hereto and by this
                  reference incorporated herein ("Premises") (the Premises and
                  other rights, titles and interests hereby granted, conveyed,
                  bargained, sold and assigned to Trustee and/or Beneficiary as
                  provided below are collectively referred to as the "Trust
                  Property").

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                  3. Paragraph 6.1 (i) of the Original Deed of Trust is deleted
         is deleted in its entirety and replaced with the following:

                           "(i) The payment to Beneficiary of a Project Release
                  Fee in the amount of Three Thousand Six Hundred Dollars
                  ($3,600.00) with respect to such Lot, which shall be applied
                  in accordance with the provisions of the Loan Agreement."

                  4. Except as specifically modified or amended hereby, the
Original Deed of Trust shall remain in full force and effect. All references in
the Original Deed of Trust and in this Amendment to the term "Deed of Trust"
shall be deemed to refer to the Original Deed of Trust as amended by this
Amendment. Capitalized terms used in the Deed of Trust which are not
specifically defined therein, shall have the same meaning and definition as set
forth in the Loan Agreement. This Amendment shall not constitute a waiver of any
existing default or a breach of any term or provision of the Deed of Trust.

                  5. This Amendment may be executed simultaneously in any number
of identical copies, any number of which having been executed by all parties
hereto shall constitute an original for all purposes.

                            [SIGNATURE PAGE FOLLOWS]


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                  IN WITNESS WHEREOF, this Amendment is duly executed as of the
day and year first above written.

                                    "TRUSTOR"

Witness:                            PREFERRED EQUITIES CORPORATION, a
                                    Nevada corporation

--------------------------

                                    By:  /s/ Jon Joseph
                                         --------------------------------------
                                          Name: Jon A. Joseph
                                                -------------------------------
[SEAL]                                    Title: Vice President
                                                 ------------------------------
                                    "BENEFICIARY"

Witness:                            FINOVA CAPITAL CORPORATION, a
                                    Delaware corporation

---------------------------
                                    By:
                                       ----------------------------------------
                                        Name:
                                             ----------------------------------
[SEAL]                                  Title:
                                              ---------------------------------




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STATE OF                       )
                               ) ss.
County of                      )

                  On December 17th, 1999, personally appeared before me, a
notary public, Jon Joseph, personally known to me to be the person whose name is
subscribed to the above instrument who acknowledged that he executed the
instrument as Vice President of Preferred Equities Corporation, a Nevada
corporation.

                  GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 17th day of
December, 1999.
                                          _____________________________________
                                          Notary Public in and for_____________
                                          County,______________________________

NOTARY SEAL:

STATE OF                       )
                               ) ss.
County of                      )

                  On __________, 1999, personally appeared before me, a notary
public, ________________________________________, personally known to me to be
the person whose name is subscribed to the above instrument who acknowledged
that he executed the instrument as ____________________ of FINOVA Capital
Corporation, a Delaware corporation.

                  GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the ____ day of
_______________, 1999.
                                          _____________________________________
                                          Notary Public in and for_____________
                                          County,______________________________

NOTARY SEAL:

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