EXHIBIT 10.249

                  TENTH AMENDMENT TO FORBEARANCE AGREEMENT AND
                  --------------------------------------------
     AMENDMENT NO. 15 TO SECOND AMENDED AND RESTATED AND CONSOLIDATED LOAN AND
     -------------------------------------------------------------------------
                               SECURITY AGREEMENT
                               ------------------


This  Tenth  Amendment  to  Forbearance Agreement and Amendment No. 15 to Second
Amended  and Restated and Consolidated Loan and Security Agreement ("Amendment")
                                                                     ---------
is made and entered into this ___ day of May, 2002, but is effective as of March
1,  2002,  by  and  among  FINOVA  CAPITAL  CORPORATION,  a Delaware corporation
("FINOVA"  or  "Lender"),  LEISURE  HOMES  CORPORATION,  a  Nevada  corporation,
  ------        ------
formerly known as Preferred Equities Corporation ("Borrower") and MEGO FINANCIAL
                                                   --------
CORP.,  a  New York corporation ("Guarantor") and has reference to the following
                                  ---------
facts:

A.     Lender  and  Borrower  entered  into  a  Second  Amended and Restated and
Consolidated Loan and Security Agreement dated as of May 15, 1997 (the "Original
                                                                        --------
Loan  Agreement")  that  evidences a loan from Lender to Borrower.  The Original
---------------
Loan Agreement was amended by the Hartsel Springs Side Letter dated February 18,
1998  (the  "First  Amendment"); by the Letter Agreement [Biloxi Property] dated
             ----------------
March  20,  1998 (the "Second Amendment"); by the Letter Agreement [Headquarters
                       ----------------
Readvance]  dated  September  29, 1998 (the "Third Amendment"); by the Amendment
                                             ---------------
No.  4  to  Second  Amended  and  Restated  and  Consolidated  Loan and Security
Agreement  dated  November  6,  1998  (the  "Fourth Amendment"); by that certain
                                             ----------------
Forbearance  Agreement  and  Amendment  No. 5 to Second Amended and Restated and
Consolidated  Loan  and  Security  Agreement dated December 23, 1998 ("Amendment
                                                                       ---------
5"),  as  the same was amended by a Letter Agreement dated February 8, 1999 (the
"Release  Fee  Letter") (the Amendment 5 and Release Fee Letter are collectively
 --------------------
called the "Fifth Amendment"); by a First Amendment to Forbearance Agreement and
            ---------------
Amendment  No.  6  to  Second  Amended  and  Restated  and Consolidated Loan and
Security  Agreement  dated  May  7,  1999  (the  "Sixth Amendment"); by a Second
                                                  ---------------
Amendment  to  Forebearance  Agreement and Amendment No. 7 to Second Amended and
Restated  and Consolidated Loan and Security Agreement dated August 6, 1999 (the
"Seventh  Amendment");  by  a  September  7, 1999 letter agreement regarding the
 ------------------
Additional  Advance Note (the "Additional Advance Letter"); by a Third Amendment
 ---                           -------------------------
to Forebearance Agreement and Amendment No. 8 to Second Amended and Restated and
Consolidated  Loan  and  Security  Agreement dated November 9, 1999 (the "Eighth
                                                                          ------
Amendment");  by  a letter agreement dated December 3, 1999 between the Borrower
   ------
and  Lender  (the  "Receivable  Loan  Lot Cap Letter"); by a Fourth Amendment to
                    --------------------------------
Forebearance  Agreement  and  Amendment No. 9 to Second Amended and Restated and
Consolidated  Loan  and  Security  Agreement dated December 17, 1999 (the "Ninth
                                                                           -----
Amendment"); by a Fifth Amendment to Forebearance Agreement and Amendment No. 10
---------
to  Second  Amended  and  Restated  and Consolidated Loan and Security Agreement
dated  February  25,  2000  (the  "Tenth  Amendment");  a  Sixth  Amendment  to
                                   ----------------
Forbearance  Agreement  and  Amendment No. 11 to Second Amended and Restated and
Consolidated  Loan  Agreement (the "Eleventh Amendment"); by a Seventh Amendment
                                    ------------------
to the Forbearance
<PAGE>
Agreement and Amendment No. 12 to Second Amended and Restated
and  Consolidated  Loan  and  Security Agreement (the "Twelfth Amendment"); by a
                                                       -----------------
Letter  Agreement entitled Side Letter Re:  4310 Paradise Road dated November 6,
2000  ("Headquarters  Side  Letter");  by an Eighth Amendment to the Forbearance
        --------------------------
Agreement  and Amendment No. 13 to Second Amended Restated and Consolidated Loan
and  Security Agreement dated December 29, 2000 (the "Thirteenth Amendment"), by
                                                      --------------------
a  Ninth  Amendment  to  Forbearance  Agreement  and  Amendment No. 14 to Second
Amended  and  Restated  Consolidated  Loan and Security Agreement dated April 6,
2001  (the  "Fourteenth Amendment") and by a series of letter agreements between
             --------------------
Borrower  and  Lender dated October 5, 2001, October 19, 2001, November 5, 2001,
November  15,  2001,  November  28,  2001,  January 3, 2002 and January 23, 2002
(collectively,  the  "2001  Letter  Agreements").  The  Original Loan Agreement,
                      ------------------------
First  Amendment,  Second  Amendment,  Third  Amendment, Fourth Amendment, Fifth
Amendment, Sixth Amendment, Seventh Amendment, Additional Advance Letter, Eighth
Amendment, the Receivable Loan Lot Cap Letter, Ninth Amendment, Tenth Amendment,
Eleventh  Amendment,  Twelfth  Amendment,  Headquarters  Side  Letter Thirteenth
Amendment,  Fourteenth Amendment and the 2001 Letter Agreements are collectively
called the "Loan Agreement."  Capitalized terms used in this Amendment which are
            --------------
defined  in  the  Loan Agreement shall have the same meaning and definition when
used  herein.

B.     Borrower  has  requested  the Lender to make certain modifications to the
Loan Agreement and the Loan, which the Lender is willing to do, upon and subject
to  the  terms  and  conditions  set  forth  in  this  Amendment.

NOW,  THEREFORE, in consideration of the foregoing and for the good and valuable
consideration  provided herein, Lender, Borrower and Guarantor agree as follows:

1.     Definitions.  Except  as  set forth in and or modified by this Amendment,
       -----------
all  capitalized  terms  set  forth  herein  shall  have  the meanings set forth
therefore in the Loan Agreement.  The following capitalized terms shall have the
meanings  set forth below, notwithstanding any contrary definitions contained in
the  Loan  Agreement.

     "Fifteenth  Amendment":  shall collectively refer to the Tenth Amendment to
Forbearance  Agreement  and  Amendment No. 15 to Second Amended and Restated and
Consolidated  Loan  and  Security  Agreement  made and entered into on May ____,
2002,  but  effective as of March 1, 2002, among Borrower, Lender and Guarantor.

"Over  Advance Amount":  the amount by which the aggregate outstanding principal
balance  of  the  Receivables  Loan  exceeds  the  Borrowing  Base.

"Receivables Borrowing Term":  shall mean the period of time during which Lender
is committed to make Advances of the Receivables Loan under this Agreement which
commitment  terminated  on  February  28,  2002.

                                        2
<PAGE>
"Receivables  Maturity  Date":  shall  mean  December  31,  2002.

     "Winnick  Building  Addition Maturity Date":  shall mean December 31, 2002.

     2.     Additional  Amendments  to  Loan  Agreement and Documents.  The Loan
            ---------------------------------------------------------
Agreement  and  the  Documents  shall  be  further  amended  as  follows:

     2.1     Under  the  Loan Agreement, the maximum Borrowing Base allocable to
Eligible  Receivables  arising  from  Unsolidified Lot Sales is limited to sixty
five  percent  (65%) of the unpaid principal balance of all Eligible Receivables
arising  from Unsolidified Lot Sales.  Effective on April 15, 2002, through June
29,  2002,  receivables  arising  from  Unsolidified  Lot  Sales shall no longer
constitute  an  eligible  receivable  for  purposes  of  satisfying  Borrower's
replacement  obligations  described  in  paragraphs  3.4  and  7.2  of  the Loan
                                         -------------------------
Agreement,  unless,  in  addition  to  the  satisfying  all  other conditions of
eligibility,  the  Rescission  Period  (contained  within  the  definition  of
Unsolidified  Lot Sales) is no greater than six (6) months following the date of
execution of the contract evidencing such Unsolidified Lot Sale.  Effective June
30, 2002, and at all times thereafter, receivables arising from Unsolidified Lot
Sales  shall  no  longer  constitute  an  eligible  receivable  for  purposes of
satisfying  Borrower's  replacement  obligations described in paragraphs 3.4 and
                                                              ------------------
7.2of the Loan Agreement.  The foregoing restriction shall not however render as
ineligible  any receivables arising from Unsolidified Lot Sales that are then in
the  Borrowing  Base provided that such receivables meet all other conditions of
eligibility.

     2.2     Paragraph  9.1  of  the Original Loan Agreement shall be amended to
add  the  following  additional  Event  of  Default:

     Guarantor  shall  default in the performance in any of the obligations owed
to  Lender  under  any  Warrant  or Warrant Agreements delivered by Guarantor to
Lender.

     2.3     The  Biloxi Note and the Documents shall be amended to provide that
all amounts due and owing under the Biloxi Note shall be due and payable in full
on  December  31,  2002,  all  as  more fully set forth in an Amendment No. 5 to
Promissory  Note  [Biloxi  Property]  of  even  date  with  this  Amendment.

     3.     Over  Advance  Amount  and  Forbearance.
            ---------------------------------------

     3.1.     There  presently  exists  an  Over Advance Amount and Borrower has
been  unable  to  make  the  required  mandatory prepayment and has further been
unable  to  pledge  additional  Eligible  Receivables,  so  as  to eliminate the
Borrowing  Base  deficiency.  As  a  result,  there  presently exists a right of
Lender  to declare an Event of Default (the foregoing right of Lender to declare
                                        3
<PAGE>
an  Event  of  Default hereinafter the "LTV Default").  That certain 2001 Letter
                                        -----------
Agreement  dated  January  3, 2002 (the "01/03/02 Side Letter") shall govern all
                                         --------------------
matters  pertaining  to  the  LTV Default through February 28, 2002.  Commencing
March  1,  2002  and  thereafter, the provisions of this Amendment shall prevail
over  the  provisions  of  that  2001  Letter  Agreement with respect to the LTV
Default.

3.2     At no time shall the Over Advance Amount exceed the following amounts as
of  the  following  dates:

  Determination  Date        Maximum  Over  Advance Amount
  -------------------        ------------------------------
  March  31,  2002                 $2,000,000
  April  30,  2002                 $1,500,000
    May  31,  2002                 $1,000,000
   June  30,  2002                   $500,000
   July  31,  2002                        -0-

     3.3     In the event the Over Advance Amount exceeds the foregoing amounts,
then  Borrower  shall  make  a  mandatory payment to Lender or, in lieu thereof,
assign  new  Eligible Receivables to Lender, sufficient so that the Over Advance
Amount  is  not in excess of the permitted amount set forth above, within thirty
(30)  days  following  the  determination  of  the  Over  Advance Amount for the
particular determination date.  In the event Borrower fails to make such payment
or  assignment  within  the foregoing thirty (30) day period, such failure shall
constitute  an  immediate  Event of Default without the benefit of any notice or
grace  period.

     3.4     To  the  extent  that  on  April 30, 2002 or on the last day of any
month thereafter through and including the end of the month immediately prior to
the payment in full of the Receivables Loan, there exists an Over Advance Amount
in  any  amount,  including  an  Over  Advance  Amount that is within the limits
permitted  under  paragraph  3.2  hereof,  then  within  forty-five  (45)  days
                  --------------
thereafter,  Borrower  shall pay to Lender a fee (the "Over Advance Fee") in the
                                                       ----------------
amount  of  five percent (5%) of the Over Advance Amount unless the Over Advance
Amount  has  been  reduced to zero on or before the due date of the Over Advance
Fee.  The  Over  Advance Fee shall not accrue interest until it is due.  However
if  the  required installment of the Over Advance Fee is not paid when due, such
delinquent  installment shall thereafter accrue interest at the Overdue Rate (as
that  term  is  defined  in  the  Receivables  Note)  until  paid.

     3.5     Subject  to  the  conditions  set  forth  in this Amendment and the
termination  provisions  of  the following paragraph, during the period from the
                                        4
<PAGE>
date  of  this Amendment to and including July 31, 2002 (the "End Date"), Lender
                                                              --------
will forbear from exercising any remedies under the Documents as a result of the
LTV Default, but not as a result of the occurrence of any other Event of Default
or  Incipient  Default.

     3.5.1     Lender's  agreement  to so forbear shall automatically terminate,
without  further  act or instrument, upon the occurrence of any of the following
events:

     3.5.1.1     Borrower  or  Guarantor  repudiates or asserts a defense to any
obligation  or liability under the Documents or makes or pursues a claim against
Lender;

     3.5.1.2     Borrower  fails to timely perform any of its obligations (other
than  the  LTV  Default)  set forth in the Documents (after giving effect to the
then  applicable  provisions  of this Amendment), including, without limitation,
Borrower's  obligations  contained  in  this  Amendment;

     3.5.1.3     Borrower  or  Guarantor  makes an assignment for the benefit of
creditors, or generally admits its inability to pay its obligations as they come
due  or  files a petition in bankruptcy or an involuntary petition in bankruptcy
is  filed  naming  Borrower  or  Guarantor  as  debtor;

     3.5.1.4     Lender  hereafter becomes aware of (i) any fact or circumstance
that  Lender  believes  in  good  faith  is reasonably likely to impair Lender's
security  (other  than  those  described  in  this  paragraph 3.5.1) or (ii) any
                                                    ---------------
Incipient  Defaults or Events of Default under the Documents after giving effect
to  the  then  applicable  provisions  of  this Amendment and other than the LTV
Default,  whether  now or existing or hereafter occurring, which would give rise
to a right by Lender to exercise any rights or remedies under the Loan Agreement
or  other  Documents;

3.5.1.5     Borrower  or  Guarantor  is  generally  not paying its debts as they
become  due;  or

3.5.1.6     The  LTV  Default  is  not  cured  in its entirety on July 31, 2002.

     3.5.2     Upon  termination  of Lender's agreement to forbear, Lender shall
have the right, in its discretion, to exercise all rights and remedies available
to  Lender  under  the  Documents  with  respect  to any then existing Events of
Defaults.

     3.5.3     Lender's  agreement  to  forbear, as set forth in this Amendment,
pertains  only  to  the  LTV  Default that arose on August 31, 2001 and does not
constitute  a  waiver of the obligation of the Borrower to fully comply with any
payment  or  replacement  obligations  occurring  by  reason  of  any
subsequently-arising  Borrowing  Base  deficiencies.  Furthermore, the making of
                                        5
<PAGE>
the  agreements  in this Amendment does not constitute a waiver of any Events of
Default  (including,  without limitation, the LTV Default) or Incipient Defaults
now  in  existence.

     3.5.4     This  Amendment  is  intended  to  be  a further accommodation by
Lender  to Borrower and Guarantor.  In consideration of all such accommodations,
                                    --------------------------------------------
and  acknowledging  that  Lender  will  be specifically relying on the following
--------------------------------------------------------------------------------
agreement  as  a  material  inducement  in entering into this Amendment, so that
-----------------------------------------------------------------------
Lender  will  not  be further delayed for an additional period of time under any
circumstances,  effective  immediately  upon  execution  of  this  Amendment  by
Borrower  and Guarantor, Borrower and Guarantor hereby agree, in addition to and
without  limiting  any  of Lender's other rights or remedies under the Documents
and  related  documents,  to  the  following:

     3.5.4.1     In  connection  with  a  bankruptcy or other similar proceeding
initiated  by  or  against Borrower or Guarantor, (i) Lender will be entitled to
immediate  relief  from  the  automatic stay and all other stays and injunctions
without further notice, hearing or order of court so that Lender will be able to
immediately  exercise  all  or  any  of  its rights and remedies (A) as provided
herein,  (B)  in  the Documents, including, but not limited to, the commencement
and  consummation  of  a  foreclosure  on  any  and  all  of its collateral, the
appointment  of  a  receiver, or (C) under applicable law; (ii) neither Borrower
nor  Guarantor  will  seek  or support an effort by any other party to obtain an
injunction, judgment or any other type of order of any court staying or delaying
Lender from proceeding with any one or more of its options or remedies under the
Documents;  (iii)  neither  Borrower  nor  Guarantor  will  contest  any motion,
application  or  other pleadings filed by or on behalf of Lender in any court of
competent  jurisdiction seeking enforcement of the terms of this paragraph 3.5.4
                                                                 ---------------
or  otherwise  seeking  enforcement  of  this  Amendment  or termination of such
automatic  stay  or other injunction; (iv) Borrower and Guarantor will cooperate
with  Lender  so that Lender can promptly enforce its rights as set forth in the
Documents; and (v) neither Borrower nor Guarantor will request or consent to (A)
the  imposition  of any lien superior to those of Lender in the collateral given
to  Lender under any of the Documents, whether pursuant to 11 U.S.C. Section 364
or otherwise, (B) a "cramdown" of the Loan pursuant to 11 U.S.C. Section 1129(b)
or  (C)  the impairment of Lender's claims, liens, rights under the Documents or
otherwise  affect Lender's rights or any collateral given to Lender under any of
the  Documents.

     3.5.4.2     Upon the occurrence of an Event of Default (after giving effect
to  the then applicable provisions of this Amendment).  Lender shall be entitled
to  file  a  petition  for the appointment of a receiver over the operations and
business of the Borrower, either before or after judgment, and without regard to
the solvency or insolvency, at the time of the application for such receiver, of
                                        6
<PAGE>
Borrower  or Guarantor and without regard to the then value of the security held
for  Performance  of the Obligations; and any such receiver shall have all power
and  authority  necessary or incidental for the protection, possession, control,
management  and  operation of the operation and business of the Borrower, at the
expense  of  the  Borrower.  The selection of the receiver and the amount of the
receiver's  fee  shall be determined by Lender in its discretion.  The foregoing
right  on  the  part of the Lender to obtain the appointment of a receiver is in
addition  to  and not in substitution of any similar rights granted to Lender in
any  of  the  other  Documents.

     3.6     Borrower  and  Guarantor  hereby  acknowledge  and  agree  that,
notwithstanding  anything  contained in this Amendment or the other Documents to
the contrary, the terms, provisions and agreements of Borrower and Guarantor set
forth  in paragraph 3.5.4 shall be immediately in full force and effect upon its
          ---------------
execution  and  delivery  by  Lender,  Borrower  and  Guarantor and shall not be
vacated,  modified, released or its validity or binding nature subject to attack
for  any  reason  because of the failure of third party consents to be obtained.

     4.     Fees  and  Expenses.
            -------------------

     4.1     Under  the provisions of paragraph 1.5 of the 01/03/02 Side Letter,
                                      -------------
Borrower  agreed  to pay to Lender an extension fee in the amount of Two Hundred
Fifty  Thousand Dollars ($250,000) in consideration for the agreements of Lender
contained  therein,  in  weekly  installments  of  Twenty  Five Thousand Dollars
($25,000)  each.  Under  the  provisions  of  that certain 2001 Letter Agreement
dated  January  23,  2002  (the  "01/23/02"  Side  Letter"), the due date of the
                                  -----------------------
extension fee mentioned in the 01/03/02 Side Letter was extended to February 28,
2002.  The  extension fee described in paragraph 1.5 of the 01/03/02 Side Letter
                                       -------------
was  not  paid.  The 01/23/02 Side Letter further provided that if the Extension
Fee was not paid in its entirety when due, the entire amount of such fee accrued
interest  at  the  Overdue  Rate.

4.2     In  lieu  of  Borrower's  obligation  to  pay an extension fee under the
01/03/02 Side Letter, and in consideration of the agreements of Lender contained
in  this  Amendment,  Borrower  agrees  to  pay  to Lender an extension fee (the
"Initial  Extension  Fee")  in  the amount of Two Hundred Fifty Thousand Dollars
 -----------------------
($250,000), together with the Additional Extension Fees, as hereinafter defined,
payable  as  set forth below.  The Initial Extension Fee was earned by Lender in
consideration  for  holding  itself  ready,  willing  and able to amend the Loan
Agreement  and  the  other  Documents  under  the terms and conditions set forth
herein  and  shall  be  due  and  payable  in full as hereinafter provided.  One
Hundred  Thousand  Dollars  ($100,000) of the Initial Extension Fee shall be due
and  payable  on  May  15, 2002.  The remaining balance of the Initial Extension
Fee,  in  the  amount of One Hundred Fifty Thousand Dollars ($150,000), together
                                        7
<PAGE>
with  interest  thereon  (the "Stipulated Interest Amount") in the amount of Six
                               --------------------------
Thousand Dollars ($6,000), shall be due and payable in full on June 4, 2002.  In
the  event the remaining balance of the Initial Extension Fee, together with the
Stipulated  Interest  Amount, is not paid in full on June 4, 2002, then (i) such
failure  shall  constitute an immediate Event of Default, without the benefit of
any notice or grace periods, (ii) the remaining balance of the Initial Extension
Fee  and  Stipulated  Interest  Amount shall accrue interest at the Overdue Rate
until  paid  and  (iii)  the  unpaid  principal  balance  of each and every Loan
(including  without  limitation, the Receivables Loan and the loans evidenced by
the Winnick Building Addition Note and the Biloxi Note) shall accrue interest at
the  Overdue  Rate from that date until the Initial Extension Fee and Stipulated
Interest Amount, together with additional interest on those amounts, are paid in
full  and  all  other  Events of Default (other than those with respect to which
Lender  has  agreed  to  forbear)  have  been  cured  in  full.

4.3     In  further  consideration  of  Lender holding itself ready, willing and
able  to  amend  the  Loan Agreement and the other Documents under the terms and
conditions  set  forth  herein,  an  additional extension fee (each such fee, an
"Additional  Extension  Fee")  in the amount of Fifty Thousand Dollars ($50,000)
 ---------------------------
shall be deemed earned by Lender on August 1, 2002 and on the first Business Day
(as hereinafter defined) of each successive calendar month thereafter (each such
date,  an  "Additional  Extension  Fee  Due  Date") unless prior to a particular
            -------------------------------------
Additional Extension Fee Due Date Borrower has paid and satisfied in full all of
the  Obligations.  Until  such time as all of the Obligations have been paid and
satisfied  in  full,  an Additional Extension Fee shall be due on each Extension
Fee  Due  Date  beginning August 1, 2002.  However to the extent that all of the
Obligations  have  been  paid  and  satisfied  in  full  prior  to  a particular
Additional  Extension  Fee Due Date, no Additional Extension Fee shall be due or
payable on that Additional Extension Fee Due Date or on any subsequently arising
Additional  Extension  Fee Due Date.  To the extent that a particular Additional
Extension Fee is not paid on its due date, the same shall accrue interest at the
Overdue  Rate  until  paid.  Furthermore,  such  failure  shall  constitute  an
immediate  Event  of  Default without the benefit of any notice or grace period.

4.4     In addition to the fees and expenses which have been paid or are payable
by  Borrower  pursuant  to  other  Documents,  and this Amendment, Borrower also
agrees  to  pay  to  Lender,  on demand, all costs and expenses arising from the
preparation  of  this  Amendment,  or otherwise incurred by Lender in connection
with  this Amendment or the Loan, including, but not limited to, recording fees,
Lender's  attorneys'  fees  and  costs,  inspection  costs and fees, any revenue
and/or  documentary  stamps, intangible or recording taxes, out-of-pocket travel
                                        8
<PAGE>
expenses  incurred  by Lender or its agents and employees, title and escrow fees
and  lien  search costs.  All amounts payable by Borrower hereunder or under the
other  Documents,  including without limitation, the Initial Extension Fee, each
Additional Extension Fee, the Over Advance Fee (defined in paragraph 3.4 hereof)
                                                           -------------
and  any  accrued  interest are payable by Borrower in cash.  Although Lender is
hereby  authorized  to  satisfy from the proceeds of the Receivables Collateral,
the foregoing amounts payable by Borrower, Lender is not required to do so, even
if demanded by Borrower.  However in the event, in the exercise of Lender's sole
and  absolute discretion, Lender satisfies such amounts from the proceeds of the
Receivables  Collateral,  such  proceeds  shall  be applied against such amounts
rather  than  against  principal,  interest  or  other  amounts due and owing by
Borrower.

4.5     For  purposes  of  this  paragraph  4, a Business Day shall mean any day
                                 ------------
other  than  a  Saturday, a Sunday or a national holiday in the United States of
America  or  a  day  in which banks in Phoenix, Arizona or Las Vegas, Nevada are
required  to  be  closed.

     5.     Further  Extensions.  The  Lender  has extended the maturity date of
            -------------------
the  various facilities constituting the Loan pursuant to the provisions of this
Amendment  and  the  previous  amendments  to  the Loan Agreement.  Furthermore,
Lender  has  extended  the  Receivables Loan Borrowing Term pursuant to previous
amendments  to  the Loan Agreement.  However, Lender has no intention of further
extending  such maturity dates or borrowing term beyond those dates set forth in
this  Amendment.  Lender's  willingness,  in  the past, to extend those maturity
dates  and  the  borrowing term is not meant to imply a continued willingness on
the  part  of  Lender  to  further extend such maturity dates or borrowing term.

     6.     Conditions  Subsequent.
            ----------------------

     6.1     The  obligations of the Lender under this Amendment are conditioned
upon  Lender  receiving  the  following in form and content acceptable to Lender
concurrently  with  the  execution  hereof:

     6.1.1     An  Amendment  No.  5  to  Promissory  Note  [Biloxi  Property];

6.1.2     An  amendment  to  the  guarantee agreements delivered by Guarantor to
Lender,  pursuant  to which Guarantor shall irrevocably waive and relinquish any
right to be subrogated to any rights of Lender against Borrower, notwithstanding
payment  or  performance  by  Guarantor  pursuant  to  such  guarantees;

                                        9
<PAGE>

     6.2 The obligations of the Lender under this Amendment are conditioned upon
Lender  receiving  the  following in form and content acceptable to Lender on or
before  June  30,  2002:

     6.2.1     Such  resolutions  and authorizations and such other documents as
Lender  may  require relating to the existence and good standing of Borrower and
Guarantor,  and  the  authority of any person executing this Amendment and other
documents  on  behalf  of  Borrower  and  Guarantor;

     6.2.2     An  amendment  to  each of the Mortgages, encumbering each of the
following parcels of real property, fully signed by the Borrower and in form and
content  satisfactory  to  Lender:

     6.2.2.1     Second  Winnick  Building  Addition;

     6.2.2.2     Ida  Building  One  (Grand  Flamingo  Terraces  IV);

     6.2.2.3     Ida  Building  Two  (Grand  Flamingo  Fountains - First
                 Annexation);

     6.2.2.4     Ida  Building  Addition  (Terrace  Phase  IV);

     6.2.2.5     Winnick  Building  Addition  (Grand  Flamingo  Plaza);

     6.2.2.6     Hartsel  Springs  Lots;

     6.2.2.7     Biloxi  Property;

     6.2.2.8     Calvada  Meadows  Unit  2  RV  Park;

     6.2.2.9     Calvada  Unit  2  Raw  Land;  and

     6.2.2.10  the multifamily lot and four (4) commercial lots described on the
attached  Exhibit  A.
          ----------

     6.3     A  commitment  from the issuer of Lender's title insurance policies
with  respect  to  each of the Mortgages (collectively, the "Title Policies") to
                                                             --------------
issue  an  endorsement, in a form satisfactory to Lender, to the Title Policies,
insuring  that  the  Mortgages, as amended as contemplated above, continue to be
liens  upon the real property described therein, as security for the payment and
performance  of  the  Obligations,  as  modified  hereby,  subject only to those
exceptions contained in such Title Policies and to such additional exceptions as
Lender  may  specifically  agree  to  in  writing;

                                       10
<PAGE>

6.4     Evidence of the payment by Borrower of any costs, fees and expenses then
payable  in connection with this Amendment, including, without limitation, those
fees,  costs  and  expenses  described  in  paragraph  4  hereof;
                                            ------------

6.5     Such additional documents or instruments as required and approved by the
Lender  so as to fully perfect the liens and security interest of Lender granted
under  the  Loan  Agreement  and  this  Amendment;

6.6     An  opinion  from  counsel,  satisfactory  to  Lender,  for Borrower and
Guarantor,  in  a  form  satisfactory  to  Lender;

6.7     Appropriate  amendments  to  Borrower's financing statements in favor of
Lender  adding  to  the  scope  thereof  the  Colorado Water Rights not released
pursuant  to  the  Fourteenth  Amendment;  and

6.8     Updated  UCC, tax lien, judgment and litigation searches with respect to
the  Borrower,  Guarantor  and  such  other  Persons  as  Lender  shall require.

7.     Representations  and  Warranties.  Borrower  and  Guarantor  each
        --------------------------------
represents  and  warrants  that:

7.1     All  financial  information  and other documents it has provided to
Lender  in  connection  with this Amendment are true, complete and correct as of
the  date  provided  and  the  date  hereof;

7.2     There  exists  no  Event  of  Default or Incipient Default, after giving
effect  to  the  then  applicable  provisions  of  this  Amendment;

7.3     After  giving  effect  to  this  Amendment,  there  has been no material
adverse change in any real property or in the business or financial condition of
Borrower and Guarantor since the date of the last financial statements submitted
to  Lender;  and

7.4     The  current status of all litigation matters effect the Borrower or the
Guarantor  is  set  forth  on  the  attached  Exhibit  B.
                                              ----------

7.5     The  recitals  set  forth  above  are  true  and  correct, that all
financial  statements  and other information delivered to Lender by or on behalf
of  Borrower  and  Guarantor  in  connection  with this Amendment, were true and
correct  as  of  the  respective  dates  thereof, and Borrower's and Guarantor's
financial  condition has not materially altered as of the date of this Amendment
from  that  presented  by  the  latest  such  financial  statements  and  other
information  provided  to  Lender.

                                       11
<PAGE>

7.6     The  Loan  is  just  and owing and each advance thereof was made for the
business  purposes  of  Borrower.

7.7     The obligation of Borrower to repay the Loan, together with all interest
accrued  thereon,  is  absolute  and unconditional, and there exists no right of
set-off  or  recoupment,  counterclaim  or  defense  of any nature whatsoever to
payment  and  performance  of  the  Borrower's  Obligations.

7.8     As  of the date hereof, neither Borrower nor Guarantor is the subject of
a pending bankruptcy proceeding, and Borrower and Guarantor are not aware of any
threatened  bankruptcy  proceeding  against  them,  nor  are  they  presently
contemplating  filing  such  a  proceeding.

7.9     There  are  no  proceedings  pending,  threatened  against, or affecting
Borrower  or  Guarantor  in  any  court,  before  any governmental authority, or
arbitration  board  or  tribunal  which  may  now  or  in  the future materially
adversely affect Borrower or Guarantor, except as have previously been disclosed
to  Lender  in  writing  in  accordance  with  the  Loan  Agreement.

7.10     Borrower  hereby  ratifies and reaffirms the Notes, the Loan Agreement,
and  the other Documents and represents that all of the foregoing are the valid,
enforceable  and collectible obligations of Borrower.  Guarantor hereby ratifies
and  reaffirms  the  Guarantee  and  represents  that  the  same  is  the valid,
enforceable  and  collectible  obligation  of  Guarantor.

7.11     All of the representations and warranties of the Borrower and Guarantor
contained  in  the  Loan Agreement and the other Documents (as the same may have
been  modified  or  supplemented  by,  and  giving  effect  to,  the reports and
disclosures  provided  to  Lender by Borrower and Guarantor pursuant to the Loan
Agreement),  are  true  and  correct,  in  all material respects, as of the date
hereof  and, as so modified or supplemented, are hereby reaffirmed and ratified.

7.12     This Amendment and the documents and instruments executed in connection
herewith  have  been authorized by all necessary action and, when executed, will
be  the  legal,  valid  and  binding  obligations of the Borrower and Guarantor,
enforceable  against  the  Borrower and Guarantor in accordance their respective
terms.

7.13     Borrower's  and Guarantor's execution, delivery and performance of this
Amendment  do  not  and  will not (i) violate any law, rule, regulation or court
order to which Borrower or Guarantor is subject; (ii) conflict with or result in
a  breach of Borrower's or Guarantor's organizational documents or any agreement
or  instrument  to  which  Borrower  or Guarantor is party or by which it or its
properties are bound, or (iii) result in the creation or imposition of any lien,
                                       12
<PAGE>
security  interest  or  encumbrance  on  any  property of Borrower or Guarantor,
whether  now  owned  or hereafter acquired, other than liens in favor of Lender.

7.14     Borrower  and  Guarantor  acknowledge  that  they  have  consulted with
counsel  and  with such other experts and advisors as it has deemed necessary in
connection with the negotiation, execution and delivery of this Amendment.  This
Amendment shall be construed without regard to any presumption or rule requiring
that it be construed against the party causing this Amendment or any part hereof
to  be  drafted.

     8.     Miscellaneous.
            -------------

8.1     Guarantor  acknowledges  and  agrees  that  (i) the Guarantee shall
remain in full force and effect, (ii) the obligations of the Guarantor under the
Guarantee  are  joint and several with those of each other Obligor (as that term
is  defined  in  the Guarantee), (iii) Guarantor's liability under the Guarantee
shall continue undiminished by and shall include the obligations of the Borrower
under  this  Amendment  and  any  other  documents  and  instruments executed by
Borrower  in  connection with this Amendment and each of the other Documents, as
amended  through  the  date hereof and (iv) all terms, conditions and provisions
set  forth in this Amendment and any other documents and instruments executed by
Borrower  in  connection with this Amendment and each of the other Documents, as
amended  through  the  date hereof, are hereby ratified, approved and confirmed.

8.2     Borrower  and  Guarantor  hereby  release,  remise,  acquit  and forever
discharge  Lender  and Lender's employees, agents, representatives, consultants,
attorneys,  fiduciaries,  servants, officers, directors, partners, predecessors,
successors  and  assigns,  subsidiary  corporations,  parent  corporations,  and
related  corporate  divisions  (all  of  the  foregoing  hereinafter  called the
"Released  Parties"),  from any and all actions and causes of action, judgments,
 ----------------
executions, suits, debts, claims, demands, liabilities, obligations, damages and
expenses  of  any and every character, known or unknown, direct and/or indirect,
at  law  or  in  equity,  of  whatsoever  kind  or nature, whether heretofore or
hereafter  arising,  for  or  because  of  any matter or things done, omitted or
suffered  to  be  done by any of the Released Parties prior to and including the
date  and execution hereof, and in any way directly or indirectly arising out of
or  in  any  way  connected  to this Amendment, the Loan Agreement and the other
Documents  (all  of  the  foregoing  hereinafter called the "Released Matters");
                                                             ----------------
provided,  however,  that  the  foregoing  release  shall not apply to discharge
    ----   -------
Lender  from any obligations which are expressly imposed upon Lender pursuant to
the  terms of this Amendment, the Loan Agreement, or any of the other Documents,
as  modified  through  the date hereof.  Borrower and Guarantor acknowledge that
the  agreements in this paragraph are intended to be in full satisfaction of all
or  any  alleged  injuries  or  damages  arising in connection with the Released
Matters.  Borrower  and Guarantor represent and warrant to Lender that they have
not  purported  to  transfer,  assign  or  otherwise  convey any right, title or
                                       13
<PAGE>
interest  of  Borrower  or  such  Guarantor  in any Released Matter to any other
Person  and  that  the  foregoing constitutes a full and complete release of all
Released  Matters.

8.3     If any incurring of debt or the payment of money or transfer of property
made  to  Lender  by or on behalf of Borrower or Guarantor should for any reason
subsequently  be declared to be "fraudulent" (within the meaning of any state or
federal  law  relating to fraudulent transfers or conveyances), preferential, or
otherwise  voidable  or  recoverable,  in  whole  or  in  part,  for  any reason
(hereinafter  collectively called the "Voidable Transfers") under the Bankruptcy
                                       ------------------
Code  or  any  other  federal  or  state law, and Lender is required to repay or
restore  any  such  Voidable  Transfer, or the amount or any portion thereof, or
upon  advice  of  its counsel is advised to do so, then, as to any such Voidable
Transfer  or  the  amount  repaid or restored (including all costs, expenses and
attorneys'  fees  of  Lender related thereto), the liability of Borrower and the
Guarantor  shall  automatically  be  revived,  reinstated and restored and shall
exist  as  though  such  Voidable  Transfer  had  never  been  made  to  Lender.

8.4     The  Documents  shall  be  deemed  amended  by  the  provisions  of this
Amendment, as and when applicable and any conflict or inconsistency between this
Amendment  and  the  Documents  shall  be  resolved  in favor of this Amendment.
Except as so amended, all other consistent terms and conditions of the Documents
will  remain  in  full  force  and effect, and are hereby ratified and affirmed.

8.5     Except  as  may be expressly provided herein, Borrower's and Guarantor's
respective obligations under the Documents shall remain in full force and effect
and  shall  not  be  waived,  modified, superseded or otherwise affected by this
Amendment.  This  Amendment  is  not  a  novation,  nor  is it be construed as a
release,  waiver,  extension of forbearance or modification of any of the terms,
conditions, representations, warranties, covenants, rights or remedies set forth
in  any  of  the  Documents,  except  as  expressly  stated  herein.

8.6     Except to the extent otherwise provided herein, this Amendment in no way
acts as a waiver of any default of Borrower or as a release or relinquishment of
any  of  the  liens, security interests, rights or remedies securing payment and
Performance  of  the  Borrower's  Obligations  or the enforcement thereof.  Such
liens,  security  interests, rights and remedies are hereby ratified, confirmed,
preserved,  renewed and extended by Borrower in all respects.  Further, Lender's
execution  of  this  Amendment  shall not constitute a waiver (either express or
implied)  of  the requirement that any further forbearance under or modification
of  the  Loan  Agreement or any other Document shall require the express written
approval of Lender.  No such approval (either express or implied) has been given
as  of  the  date  hereof.

                                       14
<PAGE>

8.7     Borrower and Guarantor acknowledge that Lender has performed, and is not
in  default  of, its obligations under the Documents; that there are no offsets,
defenses or counterclaims in tort, contract or otherwise, with respect to any of
Borrower's  or Guarantor's or other party's obligations under the Documents; and
that  Lender  has  not  directed  Borrower  to  pay or not pay any of Borrower's
payables.

8.8     Borrower and Guarantor will execute and deliver such further instruments
and  do  such  things as in the judgment of Lender are necessary or desirable to
effect  the intent of this Amendment and to secure to Lender the benefits of all
rights and remedies conferred upon Lender by the terms of this Amendment and any
other  documents  executed  in  connection  herewith.

8.9     If  any  provision  of  this Amendment is held to be unenforceable under
present or future laws effective while this Amendment is in effect (all of which
invalidating laws are waived to the fullest extent possible), the enforceability
of the remaining provisions of this Amendment shall not be affected thereby.  In
lieu of each such unenforceable provision, there shall be added automatically as
part  of  this Amendment a provision that is legal, valid and enforceable and is
similar  in  terms  to  such  unenforceable  provisions  as  may  be  possible.

8.10     Any further discussions by and among Borrower, Guarantor and Lender, if
any,  and  all  such discussions in the past, together with any other actions or
inactions  taken  by and among Borrower, Guarantor and Lender, shall not cause a
modification  of  the Documents, establish a custom or waive (unless Lender made
such  express  waiver in writing), limit or condition the rights and remedies of
Lender  under  the  Documents,  all  of  which rights and remedies are expressly
reserved.  All  of  the  provisions  of  the  Documents,  including,  without
limitation, the time of the essence provision, are hereby reiterated and if ever
waived  are  hereby  reinstated  (unless  Lender  made  such  express  waiver in
writing),  except as expressly provided herein.  Notwithstanding anything to the
contrary contained herein or in any other instrument executed by the parties and
notwithstanding  any  other  action  or  conduct undertaken by the parties on or
before  the  date  hereof,  the  agreements,  covenants and provisions contained
herein  and  the  Loan  Agreement shall constitute the only evidence of Lender's
agreement  to  forbear or to modify the Loan Agreement.  Accordingly, no express
or  implied  consent  to  any  further  forbearances  or  modifications shall be
inferred or implied by Lender's execution of this Amendment.  The Loan Agreement
and  this  Amendment,  together  with the other Documents, constitute the entire
agreement  and  understanding  among  the parties relating to the subject matter
hereof,  and  supersedes  all  prior  proposals,  negotiations,  agreements  and
understandings  relating  to  such  subject  matter.  In  entering  into  this
Amendment,  Borrower  acknowledges  that  it  is  relying  on  no  statement,
representation,  warranty,  covenant or agreement of any kind made by the Lender
or  any employee or agent of the Lender, except for the agreements of Lender set
forth  herein.

                                       15
<PAGE>

8.11     This  Amendment  shall  not  be  binding  upon Lender until accepted by
Borrower and Guarantor as provided for below.  This Amendment may be executed in
counterpart,  and any number of which have been executed by all parties shall be
deemed  to  constitute  one original.  Lender, its attorneys and agents may also
integrate  into  a  single  Amendment  signature pages from separate counterpart
Amendments.  The  telecopied  signature  of a person shall be deemed an original
signature, may be relied upon by others and shall be binding upon the signer for
all  purposes  provided however that Borrower, Guarantor or any person otherwise
consenting hereto by telecopied signature shall confirm its telecopied signature
by  signing  and  returning  to Lender a copy of this Amendment with an original
signature.

8.12     Borrower's  and  Guarantor's  representatives  are  experienced  and
knowledgeable  business  people  and  have been represented by independent legal
counsel  who  are  experienced  in  all  matters  relevant  to  this  Amendment,
including,  but  not  limited  to,  bankruptcy  and insolvency law.  The parties
hereto  have  accepted  and agreed to this Amendment after being fully aware and
advised  of  the  effect  and  significance of all of its terms, conditions, and
provisions.

8.13     Unless otherwise specifically stipulated elsewhere in the Documents, if
a  matter  is  left  in  the Documents or this Amendment to the decision, right,
requirement,  request,  determination,  judgment,  opinion,  approval,  consent,
waiver, satisfaction, acceptance, agreement, option or discretion of Lender, its
employees,  Lender's  counsel  or  any  agent  for or contractor of Lender, such
action  shall  be deemed to be exercisable by Lender or such other person in its
sole  and absolute discretion and according to standards established in its sole
and  absolute  discretion.  Without  limiting  the  generality of the foregoing,
"option"  and  "discretion"  shall be implied by use of the words "if" or "may."

8.14     The Recitals in this Amendment are incorporated into the body hereof as
fully  set  forth  herein.

8.15     THIS  AMENDMENT  HAS BEEN EXECUTED AND DELIVERED AND SHALL BE PERFORMED
IN  THE  STATE  OF ARIZONA.  THE PROVISIONS OF THIS AMENDMENT AND ALL RIGHTS AND
OBLIGATIONS  OF  THE  PARTIES  HEREUNDER  SHALL  BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ARIZONA AND TO THE EXTENT THEY
PREEMPT  SUCH  LAWS, THE LAWS OF THE UNITED STATES.  EACH OF BORROWER, GUARANTOR
AND  LENDER:  (A) HEREBY IRREVOCABLY SUBMITS ITSELF TO THE PROCESS, JURISDICTION
AND  VENUE  OF  THE  COURTS OF THE STATE OF ARIZONA, MARICOPA COUNTY, AND TO THE
PROCESS,  JURISDICTION,  AND  VENUE  OF THE UNITED STATES DISTRICT COURT FOR THE
DISTRICT  OF  ARIZONA,  FOR  THE  PURPOSES  OF SUIT, ACTION OR OTHER PROCEEDINGS
ARISING OUT OF OR RELATING TO ANY DOCUMENT OR THE SUBJECT MATTER THEREOF, OR, IF
LENDER  SHALL  INITIATE  SUCH  ACTION,  IN  THE  COURT  IN  WHICH SUCH ACTION IS
INITIATED  PROVIDED  THAT  SUCH  COURT  HAS JURISDICTION, AND THE CHOICE OF SUCH

                                       16
<PAGE>

VENUE  SHALL  IN ALL INSTANCES BE AT LENDER'S ELECTION; AND (B) WITHOUT LIMITING
THE  GENERALITY  OF THE FOREGOING, HEREBY WAIVES AND AGREES NOT TO ASSERT BY WAY
OF MOTION, DEFENSE OR OTHERWISE IN ANY SUCH SUIT, ACTION OR PROCEEDING ANY CLAIM
THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE-NAMED COURTS,
THAT  SUCH  SUIT,  ACTION  OR PROCEEDING IS BROUGHT IN ANY INCONVENIENT FORUM OR
THAT  THE  VENUE  OF  SUCH  SUIT,  ACTION  OR  PROCEEDING  IS IMPROPER.  EACH OF
BORROWER, GUARANTOR AND LENDER HEREBY WAIVE THE RIGHT TO COLLATERALLY ATTACK ANY
JUDGMENT  OR  ACTION  IN  ANY  OTHER  FORUM.

                            [SIGNATURE PAGE FOLLOWS]
                            ------------------------

                                       17
<PAGE>
                                     ------
[SIGNATURE PAGE TO TENTH AMENDMENT TO FORBEARANCE AGREEMENT AND AMENDMENT NO. 15
  TO SECOND AMENDED AND RESTATED AND CONSOLIDATED LOAN AND SECURITY AGREEMENT]



     IN  WITNESS  WHEREOF,  this  instrument is executed as of the date and year
first  above  written.

LENDER:

FINOVA  CAPITAL  CORPORATION,
a  Delaware  corporation


 By:________________________________________
   Its:_____________________________________



Signed  in  the  presence  of:

____________________________________________


BORROWER:

LEISURE  HOMES  CORPORATION,  a
Nevada  corporation,  formerly  know  as
Preferred  Equities  Corporation


 By:________________________________________
   Its:_____________________________________


Signed  in  the  presence  of:

____________________________________________




                                       18
<PAGE>
GUARANTOR:

MEGO  FINANCIAL  CORP.,
a  New  York  corporation


 By:________________________________________
   Its:_____________________________________


Signed  in  the  presence  of:

____________________________________________


                                       19
<PAGE>
STATE  OF  NEVADA     )
                      )  ss.
County  of  Clark     )

     The  foregoing  instrument  was  acknowledged  before  me  this ____ day of
_________________  2002  by  ______________  as _______________ of LEISURE HOMES
CORPORATION,  a  Nevada  corporation,  on  behalf  of  the  corporation.

                                  ____________________________________________
                                              Notary Public
My  Commission  Expires:

_________________________


STATE  OF  NEVADA     )
                      )  ss.
County  of  Clark     )

     The  foregoing  instrument  was  acknowledged  before  me  this ____ day of
____________ 2002, by ______________ as _______________ of MEGO FINANCIAL CORP.,
a  New  York  corporation,  on  behalf  of  the  corporation.

                                  ____________________________________________
                                              Notary Public
My  Commission  Expires:

_________________________




STATE  OF  ARIZONA       )
                         )  ss.
County  of  Maricopa     )

     This  instrument was acknowledged before me this ___ day of _______________
2002,  by  ______________________,  as  _______________  of  FINOVA  CAPITAL
CORPORATION,  a  Delaware  corporation,  on  behalf  of  the  corporation.

                                  ____________________________________________
                                              Notary Public
My  Commission  Expires:

_________________________



                                       20
<PAGE>
                                    EXHIBIT A
                                    ---------

                              Legal Description of
                              --------------------
                  Multifamily Lot and Four (4) Commercial Lots
                  --------------------------------------------



Lot  46,  Block  29 of Calvada Valley Unit Number 2, recorded October 5, 1970 as
document  number  20291  in  the  Office  of  the County Recorder of Nye County,
Nevada.

Lots  8, 10 14 and 16, Block 12 of Calvada Valley Unit Number 9-A, recorded June
5,  1973  as  document  number 36870 in the Office of the County Recorder of Nye
County,  Nevada.

                                       21
<PAGE>
                                    EXHIBIT B
                                    ---------

                               Litigation Schedule
                               -------------------