Exhibit 10.258


                                 SALE AGREEMENT

     BY  THIS AGREEMENT made this 18th day of April, 2002, MEGO FINANCIAL CORP.,
a  New  York  corporation  ("MEGO") having an address of 4310 Paradise Road, Las
Vegas,  Nevada  89409,  SUSAN  R.  MARDIAN and LORI A. MARDIAN (the "Mardians"),
having  an  address  of 4132 S. Rainbow Blvd., PMB 324, Las Vegas, Nevada 89103,
ATLANTIC DEVELOPMENT CORPORATION, a Nevada corporation ("AD"), having an address
of  4132 S. Rainbow Blvd., PMB 324, Las Vegas, Nevada  89103, state, confirm and
agree  as  follows:

1.  Recitals.
       --------

     1.1  Purchase  of  One  Acre  Lots.
          -----------------------------

          1.1.1 The Mardians are the sole shareholders of AD.

          1.1.2 AD owns, as its sole assets, 1,510 duly platted, one acre,
approximate,  lots  known  as Units 5, 6 and 7 of Lake Mead Ranchos and 509 duly
platted  one  acre,  approximate,  lots known as Sunny Lake Ranchos Unit 1, each
more  particularly  described  on Exhibit "A" attached hereto (collectively, the
"One  Acre  Lots").

          1.1.3  The  One Acre Lots in Unit 6 of Lake Mead Ranchos and the Sunny
Lake Ranchos Unit 1 One Acre Lots do not have permanent, insurable, legal access
("Access")  as  required  by  the Arizona Department of Real Estate ("ADRE") for
registration  thereof and the issuance of a Public Report necessary for the sale
thereof  to  the general public pursuant to, and in compliance with local, state
and  federal  law  including  the  Interstate  Land Sales Full Disclosure Act (a
"Public Report"). For the purposes hereof, the term "Public Report" shall mean a
Public  Report  in  form  and content satisfactory to MEGO, in MEGO's reasonable
discretion.

          1.1.4  Lake  Mead  Ranchos  Units  5 and 7 have Access and AD, through
Preferred  Equities Corporation, a Nevada corporation ("PEC"), is in the process
of  registering  these  One  Acre  Lots  and  securing  Public  Reports.

1.1.5     The  Mardians  are  in  the  process of obtaining Access for Lake Mead
Ranchos  Unit  6 One Acre Lots and the Sunny Lakes Ranchos Unit 1 One Acre Lots.
Upon  obtaining  Access,  MEGO  will apply for  Public Reports for such One Acre
Lots.

1.1.6     MEGO desires to acquire the One Acre Lots by acquisition of all issued
and  outstanding  stock of AD ("AD Stock") on the terms and conditions set forth
herein.

     2.  Purchase  of  AD  Stock.
         -----------------------

          2.1  On and subject to the terms and conditions set forth herein, MEGO
agrees  to  acquire,  through  an  exchange  of  stock pursuant to the terms and
conditions  of this Agreement and Mardians agree to sell, through an exchange of
stock  pursuant  to  the terms and conditions of this Agreement all right, title
and  interest  in  the  One  Acre  Lots.
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          2.2  The  purchase price for the AD Stock shall be paid by delivery to
the  Shareholders of shares of MEGO Stock ("MEGO Stock") at a value of $6.00 per
share  as follows :

               (i) For those One Acre Lots in Lake Mead Ranchos Units 5 and 7
which  currently have Access, a total of 169,800 shares of MEGO Stock restricted
as  set  forth  below.

               (ii)  For  the One Acre Lots in Lake Mead Rancho Unit 6 and Sunny
Lake  Ranchos  Unit 1, a total of 370,616 shares of Mego Stock restricted as set
forth  below.

     If,  however,  shares of MEGO Stock are not traded at $6.00 or more for ten
(10)  consecutive  days  during  which the MEGO Stock is traded within 24 months
after  the  Stock Closing, MEGO will issue additional MEGO Stock to the Mardians
in  an  amount  determined  by  the  market  value of MEGO's common stock at the
closing  of  NASDAQ  trading  on the day prior to the Stock Closing divided into
$3,242,496  minus  540,416.

          2.3  (a)  The MEGO Stock issued pursuant to Section 2.2(i) above shall
be  subject  to  the  following  restrictions:

               THE  SHARES  REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED UNDER
               THE  SECURITIES ACT OF 1933, AS AMENDED, ( THE "ACT") AND MAY NOT
               BE  OFFERED,  SOLD  OR  OTHERWISE  DISPOSED  OF  UNLESS AND UNTIL
               REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS
               OR  UNLESS  THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL TO THE
               HOLDER  OF THESE SHARES IN FORM AND SUBSTANCE SATISFACTORY TO THE
               ISSUER,  THAT  SUCH OFFER, SALE, TRANSFER OR OTHER DISPOSITION IS
               EXEMPT  FROM  REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE
               ACT  AND  SUCH  LAWS.

               (b) The Mego Stock issued pursuant to Section 2.2(ii) above shall
be restricted as shown in Section 2.3(a) above and as follows:

               THE  SHARES  REPRESENTED  BY  THIS  CERTIFICATE  ARE  RESTRICTED
               PURSUANT  TO  THE  TERMS  AND  CONDITIONS  OF  THAT  CERTAIN SALE
               AGREEMENT  DATED  April  18, 2002. A COPY OF THE AGREEMENT MAY BE
               OBTAINED  FROM  THE  SECRETARY  OF  THE  ISSUER.

               The foregoing legend in this Section 2.3(b) shall be removed from
time to time when the Mardians have provided Access to one or more One Acre Lots
in  Lake  Mead  Ranchos  Unit  6  and  Sunny  Lake  Ranchos  Unit 1 over a route
satisfactory  to  MEGO.  For  each One Acre Lot in Ranchos Unit 6 and Sunny Lake
Ranchos  Unit  1 for which Access is obtained, 411 shares of Mego Stock shall be
released  from the restriction set forth in this Section 2.3(b) with the balance
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of  the shares to be released from said restriction as such time as all One Acre
Lots  have  Access.

               Mardians  shall obtain such Access not later than 18 months after
the  Stock  Closing. In the event said Access is not obtained for some or all of
the  One  Acre  Lots  within  this  period,  Mardians  shall reconvey all shares
restricted as set forth in this Section 2.3(b) to Mego and Mego shall convey all
One  Acre  Lots  without  Access  to  the  Mardians  or  their  assigns.

          2.4  MEGO  shall  use  reasonably  diligent  efforts  to  register the
shares  of  MEGO  Stock  issued  pursuant  hereto  with  the Securities Exchange
Commission  within  120  days after the Stock Closing. Registration will be done
under  THE  ACT  in accordance with federal and applicable state law. MEGO shall
indemnify  and  hold the Mardians harmless against any claim or loss suffered or
incurred  by  the  Mardians  as  a  result of MEGO's errors or omissions in such
registration.  The  registration  shall  be  completed  at  MEGO's sole cost and
expense.  The  registration  shall be kept current by MEGO until all of the MEGO
Stock  is sold or otherwise transferred by the Mardians in conformance with this
Agreement.

          2.5  The  consummation  of  the  purchase  of  the  AD  Stock  as
contemplated herein (the "Stock Closing"), shall occur on or before May 1, 2002,
provided,  however, if the Public Reports have not been issued for the Lake Mead
Ranchos  Units  5  and  7  One  Acre Lots by such date, the Stock Closing may be
extended by MEGO from day to day, at MEGO's option, until the Public Reports are
issued.

          2.6  MEGO  shall be deemed to have extended the Stock Closing each day
unless  MEGO  gives  the Mardians written notice of termination hereof, in which
event  the  parties  shall  be  under  no further obligation to each other. This
Agreement shall expire automatically if the Public Reports for Lake Mead Ranchos
Units 5 and 7 are not issued to MEGO's reasonable satisfaction on or before July
15,  2002,  and  the  parties  shall  have no further obligations or liabilities
hereunder.

          2.7 At the Stock Closing, the certificates represented by the AD Stock
shall  be  endorsed  in  blank,  or accompanied by stock powers duly executed in
blank  by the Mardians transferring all of the AD Stock owned by the Mardians to
MEGO  or  its  assigns.  At  the  Stock  Closing, Mardians shall deliver to MEGO
originals of the Articles of Incorporation, Bylaws, Minute Books, Stock Records,
and  all  other  documents  pertaining  to  AD.

          2.8  At the Stock Closing, Mardians shall deliver to MEGO, at Mardians
cost,  an  extended  coverage  title  insurance policy issued by a title company
satisfactory  to  MEGO  in  the  amount of $3,242,496 insuring that AD holds fee
title  to  the  One Acre Lots free and clear of all matters except those matters
set  forth  on  Exhibit  "B"  (the  "Permitted Exceptions") and permanent, legal
access  over  a  route  satisfactory  to  MEGO.

          2.9 Mardians shall not sell any shares of the MEGO Stock without first
offering  such  shares  to MEGO at the then public market price of the stock and
the  failure of MEGO to accept such offer at the then public market price of the
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MEGO  shares,  in  writing  within  10 days thereafter.  Mardians may gift up to
100,000  shares  of  the  MEGO  Stock  without  first  offering same to MEGO for
acquisition,  subject to all donees accepting the MEGO stock as then restricted.

          2.10  MEGO  acknowledges  that the One Acre Lots are subject to a lien
("Lien")  pursuant  to  which the One Acre Lots may be released for $200,000. At
the  Stock  Closing,  MEGO  shall  pay  to  Mardians $200,000 and simultaneously
therewith  Mardians shall cause the One Acre Lots to be released from such lien.

3.   Access.

     3.1  Mardians  shall  use their best efforts to obtain Access for those One
Acre  Lots without required Access, as soon as possible after the Stock Closing.
Access  shall be obtained at the Mardians sole cost and expense. All information
and  filings  submitted  by  Mardians  in  connection  therewith  shall be true,
complete  and  in  compliance  with applicable law and regulatory procedures and
policies  sufficient  to  obtain  a  Public  Report.

4.   INTENTIONALY  OMITTED.
     ----------------------

5.   Representations  and  Warranties.
     --------------------------------

     AD and the Mardians, jointly and severally, represent and warrant as of the
date  hereof  and  as  of  Stock  Closing,  as  follows:

          5.1  This  Agreement  is valid and binding against the Mardians and AD
and  neither  the  execution nor delivery of this Agreement by such parties will
constitute  a material default under any contract, decree or obligation to which
any  of  them  is  bound.  This  Agreement  is enforceable severally against the
Mardians  and  AD  in  accordance  with  its  terms.

          5.2  AD is a corporation duly organized and existing, in good standing
under  the  applicable laws of the state of formation. AD has the full corporate
power  and  authority  to  carry on its business as now conducted and to own and
operate  the  properties  and  assets  now  owned  or  leased  by it. AD is duly
qualified  to  transact  business in those states where in which the business or
ownership  of  property  makes  it  necessary  so  to  qualify.

          5.3  Each of the Mardians has the full right and title to the AD Stock
to  be  sold pursuant hereto and the AD Stock constitutes all the AD Stock which
each of the Mardians own. Each of the Mardians holds its AD Stock free and clear
of  all  liens, encumbrances, restrictions and claims of every kind. Each of the
Mardians  has  the legal right, power and authority to enter into this Agreement
and  to sell, assign, transfer and convey the AD Stock owned by her and to sell,
assign,  transfer and convey the AD Stock by her and the delivery to MEGO of the
AD  Stock  pursuant  hereto  will transfer to MEGO valid title thereto, free and
clear  of  all liens, encumbrances, restrictions and claims of every kind. There
are  no  outstanding  options,  warrants, rights, calls, commitments, conversion
rights, rights of exchange, plans or other agreements of any character providing
for  the  purchase  and  sale  of  any  AD  Stock  by  any  of the Shareholders.

          5.4  The  AD Stock transferred pursuant hereto to MEGO constitutes the
only  outstanding shares of the stock of AD of any nature whatsoever, voting and
non-voting. The AD Stock is fully paid and assessable and validly issued. All AD
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Stock  is  certificated  and  AD  has executed and delivered no certificates for
shares  in  excess  of  the  number  of  shares of AD Stock transferred pursuant
hereto.  There  are  no  treasury  shares.

          5.5  The  execution,  delivery and performance of this Agreement by AD
has  been  duly  authorized  by  the  Board of Directors and all other corporate
approvals  have  been  obtained.  The execution, delivery and performance by the
Mardians  and  AD  will  not  result  in  the violation or breach of any term or
provisions  of  charter instruments or constitute a default under any indenture,
mortgage,  deed  of trust or other contract and will not cause the creation of a
lien  or  encumbrance  on  any  properties  owned  by  or  leased  to  or by AD.

          5.6  AD  has  no  liabilities  or  obligations  of any nature (whether
accrued,  contingent  or  otherwise).

          5.7 The only assets of AD are the One Acre Lots and such lots are free
and  clear  of  all  matters  except  the  Lien  and  Permitted Exceptions.

          5.8  In all material respects, financial statements, if any, submitted
to  MEGO  are  true,  complete and correct and fairly and accurately present the
financial  condition  of  AD.

          5.9  AD  (and  any  transferee  and  successor)  has  timely filed all
federal,  state,  or  local  tax returns, reports and forms, has followed in the
preparation  of such returns, methods of accounting accepted by law and paid all
taxes  owing  and  there are no deficiencies, fines, penalties or interest owing
thereon.  The  Mardians  have paid or will pay by the date of the Stock Closing,
any  property  taxes or assessments on the One Acre Lots. No examinations, audit
or  inquiry of any tax return, federal, state, local or otherwise is in progress
nor  has  AD  or  the  Mardians  received  any  notice of such inquiry, audit or
examination.  There  are  no  outstanding  agreements  or  waivers extending the
statutory  period  of  limitation  applicable  to  any  tax  return  of  AD.

          5.10  There  are  no  accounts receivable, unbilled invoices and other
debts  due AD.

          5.11  AD is not a party to any agreements, contracts or understandings
oral  or  written.

          5.12  There  are no lawsuits, arbitration actions or other proceedings
(equitable,  legal, administrative or otherwise) pending or threatened and there
are  no  investigations  pending  or  threatened.

          5.13  Except  as  set  forth  below,  AD  and  Mardians owe no fees or
commissions  or  other compensation or payments to any broker, finder, financial
consultant or similar person claiming to have been employed or retained by or on
behalf  of  AD  or  Mardians  in  connection with this Agreement or transactions
completed  hereby.

          5.14  The  Company  has  no  employees  or  former  employees.

          5.15  To  the  best  of  Mardians'  knowledge,  AD  has  conducted and
continues  to  conduct  its business in compliance with all applicable statutes,
orders,  rules and regulations including, without limitation, air, water, toxic,
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hazardous or toxic substances, noise or solid gaseous or liquid waste generation
handling storage or transportation and any laws, rules and regulations governing
the  sale  of  property  or  marketing  thereof.

          5.16  AD  has not directly or indirectly engaged in or been a party to
bribes,  kickbacks  or  gratuities  to  secure  favorable  treatment or made any
contribution  to  a  political  party,  candidate of office holder, receiving or
disbursing  monies,  the actual nature of which has been improperly disguised or
intentionally  misrecorded  or  improperly  omitted.

          5.17  AD  has  no  insurance  policies.

          5.18  AD  has  delivered to MEGO true, accurate and complete copies of
the  Articles  of  Incorporation  and  Bylaws of AD together with all amendments
thereto.

          5.19  The  Minute  books  of  AD  provided  to MEGO at Closing are the
correct and only such minute books and do and will contain complete and accurate
records  of  all  proceedings  and  actions  at  all meetings, including written
consent  in  lieu  of meetings. The stock records of AD delivered to MEGO at the
Stock  Closing  are  the  current  and  only  such  stock records and accurately
reflects  all  issues  and  transfers  of  AD.

          5.20  No  consent, approval or authorization of, or notification to or
registration  with any governmental authority is required in connection with the
execution,  delivery  and  performance  of  this  Agreement  by  Mardians or AD.

          5.21  Except  for the issuance of a Public Report, AD has all required
licenses,  certifications,  approvals,  authorizations  and permits necessary to
conduct  its  business  and  has  been  in  full  compliance  therewith.

          5.22  Mardians  represent  and warrant that they are in receipt of and
have  carefully  read  and understand the following offering material ("Offering
Material"):

                    (a)  MEGO's  Annual  Report  on Form 10-K for the year ended
               August  31,  2001;

                    (b)  MEGO's  Quarterly  Report  on Form 10-Q for the quarter
               ending  November  30,  2001;  and

                    (c)  Such  other information as they have requested in order
               to  evaluate  their  investment  in  MEGO.


     5.23  Mardians  acknowledge  that  they  have had the opportunity to obtain
additional  information  beyond  the  Offering  Material  in order to verify the
information  contained  in the Offering Material and to evaluate the risks of an
investment in the MEGO Stock.  With respect to individual or partnership tax and
other  economic  considerations  involved  in  this investment, Mardians are not
relying  on  MEGO  (or  any  agent  or  representative  of  MEGO). Mardians have
carefully  considered  and  have  to the extent Mardians believe such discussion
necessary,  discussed  with  Mardians'  legal,  tax,  accounting  and  financial
advisers  the  suitability  of  an  investment  in  the MEGO Stock for Mardians'
particular  tax  and  financial  information.
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     5.24  Mardians  acknowledges  that  they  have  had  the opportunity to ask
questions  of  and  receive  answers  from  qualified  representatives  of  MEGO
concerning  the  terms and conditions of this Agreement and of the MEGO Stock to
be  issued  hereunder,  as  well  as  the  information contained in the Offering
Material, and it has been granted access, prior to subscribing to the MEGO Stock
and  prior  to the purchase thereof, to all books, records and documents of MEGO
and  it  subsidiaries.

     5.25  Mardians  acknowledge  that they are sophisticated investors familiar
with  the  type  of  risks inherent in the acquisition of securities such as the
MEGO  Stock  and  that, by reason of their knowledge and experience in financial
and business matters in general, and investments of this type in particular, and
the  knowledge  and  experience  in  financial  and  business  matters  of their
representatives  and agents, it is capable of evaluating the merits and risks of
an  investment  by  them  in  the  MEGO  Stock.

     5.26  Mardians'  financial condition is such that they are under no present
need,  in  order  to  satisfy  any  existing  or  contemplated  understanding or
indebtedness, to dispose of any portion of the MEGO Stock which it is purchasing
hereunder.  Mardians  are able to bear the economic risk of an investment in the
MEGO  Stock,  including,  without  limiting the generality of the foregoing, the
risk  of losing part or all of its investment in the MEGO Stock and its probable
inability  to  sell or transfer the MEGO Stock for an indefinite period of time.

     5.27  Mardians  are  not  acquiring the MEGO Stock for the purpose of or in
connection  with  any  distribution  within the meaning of the Securities Act of
1933  (the  "Act")  or  other  securities  laws in violation of the Act or other
securities  laws.

     5.28  Mardians  understand  that,  because  the  MEGO  Stock  has  not been
registered  under the Act or other securities laws, the MEGO Stock therefor must
be  held indefinitely unless the MEGO Stock is subsequently registered under the
Act  and  other  securities  laws  or  until an exemption from such registration
thereunder  is  available.

     5.29  Mardians  are aware that any sales which may be made in reliance upon
Rule  144  promulgated  under the Act, may be made only if MEGO is in compliance
with  the  reporting  and  other  requirements  under Rule 144, and then only in
limited amounts, after the required holding periods, and otherwise in accordance
with  the  terms  and  conditions  of  Rule  144.

     5.30  Mardians  acknowledge  that  they  are  each an "accredited investor"
within  the  meaning  of  Rule 501(a) of Regulation D promulgated under the Act.

     5.31  Mardians  recognize  that  investment  in  the  MEGO  Stock  involves
substantial risks.  Mardians further recognize that no federal or state agencies
have  passed  upon  this  offering  of  the  MEGO  Stock or made any findings or
determinations  to  the  fairness  of  this  investment.

     5.32  Mardians  are  not  subscribing  for the MEGO Stock as a result of or
subsequent  to  any  advertisement,  article,  notice  of  other  communication
published  in  any  newspaper,  magazine,  or  similar  media  or broadcast over
television  or  radio  or  presented  at  any  seminar.

     5.33  Mardians  acknowledge  that  MEGO  has  relied on the representations
contained  herein  and  that  the  statutory  basis  for  exemption  from  the
requirements of Section 5 of the Act may not be present if, notwithstanding such
representations,  Mardians  were  acquiring  the  MEGO  Stock  for  resale  or
distribution  upon the occurrence or non-occurrence of some predetermined event.
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     5.34  Other  than  as stated in this Agreement, neither Mardians nor any of
their  affiliates  (as  such  term  is  defined  in Rule 12b-2 of the Securities
Exchange Act of 1934 (the "Exchange Act")) ("Affiliates") or representatives are
party  to, or are bound by any contract, agreement, arrangement or understanding
(whether  written or not) with respect to MEGO or any of its subsidiaries or any
securities of MEGO or any of its subsidiaries, including without limitation, any
(i)  contract,  agreement, arrangement or understanding (whether written or not)
which  requires  such  party  to (x) repurchase, redeem or otherwise acquire any
shares  of  capital stock of, or other equity or voting interest in, MEGO or any
of its subsidiaries or (y) vote or dispose of any shares of capital stock of, or
other  equity  or  voting  interest  in  MEGO or any of its subsidiaries or (ii)
irrevocable  proxy,  voting  agreement  or  similar  agreement,  arrangement  or
understanding  (whether  written  nor not) with respect to any shares of capital
stock  of  MEGO  or  any  of  its  subsidiaries.

     5.35  The  execution,  delivery  and  performance  of this Agreement by the
Mardians,  and  the  taking  of  all  action  contemplated  hereby and the other
ancillary agreements contemplated hereby, will not result in any violation of or
conflict  with  or  constitute  a  default  under  any  term  of  any agreement,
instrument,  judgment,  decree,  order, statute, rule or governmental regulation
applicable  to  it  (which  violation or conflict would materially and adversely
affect  the  property, business, operations or financial condition of Mardians),
or  result in the creation of any mortgage, lien, charge or encumbrance upon any
of  the  properties  or  assets  of  Mardians  pursuant  to  any  such  term.

     5.36  To  the  best of the Mardians' knowledge, neither Mardians nor AD has
placed,  stored,  discharged or otherwise released, nor to the best of Mardians'
knowledge, has any other party placed, stored, discharged or otherwise released,
nor  are there present, upon or under the One Acre Lots, any asbestos containing
materials,  asbestos  fibers,  urea  formaldehyde,  VXKV  biphenyls  ("PCBs),
petroleum,  its  derivatives,  by-products  or  other  hydrocarbons, explosives,
radioactive  materials,  hazardous  wastes,  toxic  or  dangerous  materials  or
substances  including  without  limitation,  substances  defined  as  "hazardous
substances,"  "hazardous  wastes,"  "hazardous  materials," toxic substances" or
"solid waste" in any federal state or local statute, law, ordinance, code, rule,
regulation  or  decree,  relating  to imposing liability or standards of conduct
concerning  hazardous,  dangerous  or  toxic  materials  waste  or  substances.

     5.37  Mardians agree that their representations and warranties contained in
this  Agreement shall survive the Stock Closing for the respective periods shown
in  13.17  of  this  Agreement.

6.   Indemnity.
     ---------

     6.1 Each of the Mardians, and Leonard Mardian jointly and severally, hereby
defend,  indemnify and hold MEGO, its directors, officers, employees, agents and
contractors  harmless  from  any  breach  of the representations, warranties and
covenants herein or any other liability, obligation, loss, claim, demand, costs,
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expenses  and  fees  (including reasonable attorneys' fees) arising prior to the
Stock Closing and all suits, actions, proceedings, demands, judgments, costs and
expenses  incident  thereto,  including  but not limited to any action or matter
involving  AD, the AD Stock and/or the One Acre Lots. If a claim is made against
MEGO  for  which  it is indemnified, MEGO will (i) notify Mardians; (ii) conduct
its  own  defense;  (iii)  be  reimbursed by the Mardians for all costs and fees
(including attorneys' fees), monthly or upon settlement; and (iv) have the right
to settle the claim with the consent of Mardians not to be unreasonably withheld
or  delayed.

7.   Entry;  Documents.
     -----------------

     7.1  Prior  to  the  Stock  Closing,  MEGO,  its  contractors,  agents  or
representatives  shall  be  entitled to enter the One Acre Lots and conduct such
testing,  investigations,  studies,  and analysis as it deems appropriate.  MEGO
shall  indemnify  and  hold the Mardians harmless for any damage to the One Acre
Lots  or  for any injury suffered by a person lawfully on the One Acre Lots as a
result  of  MEGO's  activities.

     7.2  Mardians  shall  deliver  to MEGO within five (5) days after execution
hereof  copies  of  the Articles of Incorporation, Bylaws, Minute Book of AD and
similar  materials  and  all  reports, studies, analysis, surveys, environmental
audits  and  other  written materials concerning the One Acre Lots and AD in the
possession  of  Mardians,  AD, or any affiliate thereof.  If Mardians, AD or any
affiliates  thereof  come  into  possession  of any additional written materials
thereafter,  they  shall  promptly  deliver  such  materials  to  MEGO.

8.   Representations  and  Warranties  of  MEGO.
     ------------------------------------------

     MEGO  represents  and  warrants  to  the  Mardians  and  AD  that:

     8.1 MEGO is duly organized and existing, in good standing under the laws of
its  state  formation.  MEGO  has full corporate power and authority to carry on
its  business as now conducted.  MEGO is duly qualified to do business in Nevada
and in all states and jurisdictions in which the business or ownership of MEGO's
     properties  or  assets  make  it  necessary  to  qualify.

     8.2  The  execution,  delivery  and performance of this Agreement have been
duly  authorized  by  MEGO's  Board  of  Directors.  This Agreement is valid and
binding  upon MEGO and is enforceable against MEGO in accordance with its terms,
subject  to  bankruptcy,  reorganization,  insolvency,  fraudulent  conveyance,
moratorium, receivership or other similar laws relating to or affecting creditor
rights  generally.

     8.3  Neither  the execution nor delivery of this Agreement by MEGO, nor the
performance  by  MEGO  of any of the covenants or obligations to be performed by
MEGO hereunder, will result in any violation of any order, decree or judgment of
any  court or other governmental body or statute or law applicable to MEGO or of
any  terms  of  the  Articles  of Organization or Bylaws or constitute a default
under  any indenture, mortgage, deed of trust or other contract to which MEGO is
a  party.

     8.4  Except  as set forth herein, no consent, approval or authorization of,
or  notification  to,  or  registration  with any governmental authority, either
federal,  state or local is required in connection with the execution, delivery,
and  performance  of  this  Agreement  by  MEGO.

9
<PAGE>

     8.5 Except as set forth below, MEGO has not entered into any obligations to
pay  any  fee  or  commission  to  any broker, finder or intermediary for, or on
account  of  the  transactions  contemplated  by  this  Agreement.

     8.6  All  fillings  by MEGO with Securities Exchange Commission are current
and will  remain  current.

     8.7  The representations and warranties of MEGO contained in this Agreement
shall  survive  the  Stock Closing for the period of time shown in 13.17 of this
Agreement.

     8.8     MEGO  shall  indemnify  and hold Mardians harmless from and against
any action, damages or injuries incurred by the Mardians and assigns from MEGO's
inaccurate  statements  or  omissions  in a Public Report or registration of the
MEGO  Stock.

     8.9     For  so  long as the Mardians own any of the MEGO Stock, MEGO shall
remain  in  compliance  with  Rule  144  reporting  and  other  requirements.

9.   Operating  Covenants.
     --------------------

     9.1  AD  and  Mardians shall not engage in any activity, including, without
limitation,  the  marketing  of the One Acre Lots, except registering such Lots,
through  PEC,  with  the  appropriate  authorities and obtaining a Public Report
therefor.

10.  Conditions  Precedent  to  Obligations.
     --------------------------------------

     10.1  MEGO  shall  not be obligated to consummate the Stock Closing unless:

          10.1.1  AD  and  Mardians  are  not  in  default  hereunder.

          10.1.2  AD  and  Mardians  deliver  to  MEGO  a  certificate  that all
representations and warranties set forth in this Agreement are true and correct.

          10.1.3  Each  of  the Mardians shall deliver to MEGO all AD Stock free
and  clear  of  any  liens,  encumbrances  and  obligations.

          10.1.4  AD  and  Mardians shall have obtained Property Reports for all
One Acre Lots in Units 5 and 7 of Lake Mead Ranchos, which said Property Reports
shall  be  reasonably  satisfactory  to  Mego.

          10.1.5  There  shall  not have occurred any material adverse change in
the  assets,  business,  condition  or  prospects  of  AD.

          10.1.6  Subject  to  MEGO's  $200,000.00  cash  payment  at  the Stock
Closing,  all  One  Acre Lots are to be free of all liens and encumbrances other
than Permitted Encumbrances.

The  foregoing  conditions  are solely for the benefit of MEGO and MEGO shall be
entitled to consummate this transaction despite the failure of any condition. If
                                       10
<PAGE>
any  condition  is  unfulfilled at the Stock Closing, MEGO shall be entitled, in
addition  to  any  other  remedy  herein, to terminate this Agreement by written
notice  to  the  Mardians.  Failure  by  MEGO to terminate shall not be deemed a
waiver  of  any default hereunder. Mardians shall not be obligated to consummate
the Stock Closing unless MEGO, on the Stock Closing date, delivers a certificate
to  the  Mardians  in conformance with 10.1.2 of this Agreement and delivers the
MEGO  Stock  subject  only  to  the restrictions shown in 2.3(a) and (b) of this
Agreement,  as  applicable.

11.  Company  Board  of  Directors.
     -----------------------------

     11.1  On the Stock Closing, the Board of Directors and officers of AD shall
consist  of  such  persons  as  MEGO  shall  select and resignations of existing
directors  and  officers  will  be  delivered  to  MEGO  as  requested.

12.  Risk  of  Loss.
     --------------

     12.1  The risk of loss or destruction of all or any part of any of the AD's
properties  or  assets  prior  to  the  Stock Closing from any cause (including,
without  limitation, fire, theft, acts of God or public enemy) shall be upon the
AD and the Mardians.  Such risk shall be upon MEGO if such loss occurs after the
Stock  Closing.

13.  Miscellaneous.
     -------------

     13.1  BINDING  AGREEMENT.  The  parties  covenant  and  agree  that  this
Agree-ment, when executed and delivered by the parties, will constitute a legal,
valid  and  binding  agreement  between  the  parties and will be enforceable in
accordance  with  its  terms.

     13.2  ASSIGNMENT.  This Agreement and all of the provisions hereof shall be
binding  upon  and  inure  to  the  benefit  of  the parties hereto, their legal
representatives,  successors  and assigns.  In no event shall the Mardians or AD
assign  their  respective  rights  or  obligations hereunder, either directly or
indirectly.

     13.3  ENTIRE  AGREEMENT.  This  Agreement  and  its  exhibits and schedules
constitute  the  entire  contract  among  the parties hereto with respect to the
subject matter thereof, superseding all prior communications and discussions and
no  party  hereto  shall  be  bound  by any communi-cation on the subject matter
hereof unless such is in writing signed by any necessary party thereto and bears
a  date  subsequent  to  the  date  hereof.  The exhibits and schedules shall be
construed  with  and  deemed  as  an integral part of this Agreement to the same
extent as if the same had been set forth verbatim herein.  Information set forth
in  any  exhibit,  schedule or provision of this Agreement shall be deemed to be
set  forth  in  every other exhibit, schedule or provision of this Agreement and
therefore  shall  be  deemed to be disclosed for all purposes of this Agreement.

     13.4  MODIFICATION.  This  Agreement  may  be  waived,  changed,  amended,
discharged  or  terminated  only  by an agreement in writing signed by the party
against  whom  enforcement  of  any  waiver,  change,  amendment,  discharge  or
termination  is  sought.

     13.5 NOTICES. All notices, requests, demands and other communications shall
be  in  writing  and  may  be  given  by overnight courier, personal delivery or
facsimile  and  deemed  to have been duly given three (3) days after postmark of
                                       11
<PAGE>
deposit  in  the  United  States  mail, if mailed, certified or registered mail,
postage  prepaid:

          If  to  AD  or  the  Mardians:

                          4132  S.  Rainbow  Blvd.
                          PMB  324
                          Las  Vegas,  Nevada  89103
                          Attn:  Susan  Mardian

          If  to  Mego:
                          4310  Paradise  Road
                          Las  Vegas,  Nevada  89104
                          Attn:  Jon  A.  Joseph

          With  a  copy  to:
                          Quarles  &  Brady  Streich  Lang,  LLP
                          Renaissance  One
                          Two  North  Central  Avenue
                          Phoenix,  AZ  85004
                          Attn:  Bruce  B.  May,  Esq.

or  to  such other address as any party shall designate to the other in writing.
The  parties  shall  promptly advise each other of changes in addresses for such
notices.

     13.6  CHOICE  OF  LAW.  This  Agreement  shall  be  governed by, construed,
interpreted  and  enforced  according  to  the  laws  of  the  State  of Nevada.

     13.7  SEVERABILITY.  If  any  portion  of  this  Agreement shall be finally
determined  by  any  court  or  governmental agency of competent jurisdiction to
violate  applicable  law or otherwise not to conform to requirements of law and,
therefore,  to  be  invalid,  the  parties will cooperate to remedy or avoid the
invalidity,  but,  in  any  event,  will  not  upset  the  general  balance  of
relationships  created  or  intended to be created between them as manifested by
this  Agreement  and  the  instruments referred to herein.  Except insofar as it
would  be  an  abuse of the foregoing principle, the remaining provisions hereof
shall  remain  in  full  force  and  effect.

     13.8  OTHER  DOCUMENTS.  The  parties  shall upon reasonable request of the
other,  execute  such  documents as may be necessary or appropriate to carry out
the  intent  of  this  Agreement.

     13.9  HEADINGS  AND  THE USE OF PRONOUNS. The paragraph headings hereof are
intended  solely  for  convenience  of  reference  and shall not be construed to
explain  any  of  the  provisions  of  this  Agreement.  All  pronouns  and  any
variations  thereof  and other words, as applicable, shall be deemed to refer to
the  masculine,  feminine,  neuter,  singular  or  plural as the identity of the
person  or  matter  may  require.
                                       12
<PAGE>
     13.10  TIME  IS  OF  THE ESSENCE. Time is of the essence of this Agreement.

     13.11  NO  WAIVER  AND  REMEDIES.  No failure or delay on a parties part to
exercise  any  right  or remedy hereunder shall operate as a waiver thereof, nor
shall  any  single or partial exercise by a party of a right or remedy hereunder
preclude  any  other or further exercise.  No remedy or election hereunder shall
be  deemed  exclusive  but it shall, where ever possible, be cumulative with all
other  remedies  in  law  or  equity.

     13.12  COUNTERPARTS.  This  Agreement  may  be  executed  in  two  or  more
counterparts, and by the different parties hereto on separate counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one  and  the  same  instrument.

     13.13 FURTHER ASSURANCES. Each of the parties hereto shall use commercially
practicable efforts to fulfill all of the conditions set forth in this Agreement
over  which  it  has  control  or  influence  (including  obtaining any consents
necessary  for  the  performance  of  such party's obligations hereunder) and to
consummate  the  transactions contemplated hereby, and shall execute and deliver
such  further  instruments and provide such documents as are necessary to effect
this  Agreement.

     13.14 RULES OF CONSTRUCTION. The normal rules of construction which require
the  terms of  an agreement to be construed most strictly against the drafter of
such  agreement  are  hereby  waived  since  each  party has been represented by
counsel  in the drafting and negotiation of this Agreement.  Any representation,
warranty  or  agreement  of  the  Mardians  shall  be  joint  and  several.

     13.15  THIRD  PARTY BENEFICIARIES. Each party hereto intends this Agreement
shall  not benefit or create any right or cause of action in or on behalf of any
person  other  than  the  parties  hereto.

     13.16  COMMISSIONS.  At such time as and only if Stock Closing occurs, MEGO
shall be responsible for a finders fee of $40,752 to Industrial Properties Group
(Al  Kingham) (the "Broker") and Mardians shall be responsible for a finders fee
of 4% of the sales price to be delivered in a form to be agreed between Mardians
and  Broker.  At  such  time  as  and  only if the Mardians provide Ranchos Unit
6/Sunny  Lake  Ranchos  Access,  MEGO  shall be responsible for a finders fee to
Broker  of  $88,948.00  and  Mardians  shall be responsible for a finders fee to
Broker  of  $88,948.00.

     SURVIVAL  OF  REPRESENTATIONS  AND  WARRANTIES.  Notwithstanding  anything
herein to the contrary, any representation, warranty and indemnity in connection
therewith  and covenants by Mardian, AD or MEGO shall expire five (5) years from
the  date  of  the  Stock  Closing.
                                       13
<PAGE>

     13.17  IN  WITNESS WHEREOF, the parties hereto have executed this Agreement
as of  the  date  written  above.

ATLANTIC  DEVELOPMENT                          MEGO  FINANCIAL  CORPORATION,  a
CORPORATION,  a  Nevada  corporation           New  York  corporation



By:                                            By:
  ----------------------------------              ------------------------------
Name:  Susan  R.  Mardian                      Name:  Gregg  A.  McMurtrie
Its:  President Title:                         Executive  Vice  President





SUSAN  R.  MARDIAN


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

LORI  A.  MARDIAN



-------------------------------------
LEONARD  K.  MARDIAN

For  the purposes of being bound only pursuant to Section 6.1 of this Agreement.

                                       14
<PAGE>
                                   EXHIBIT "A"
                                   -----------



PARCEL  1  (541  Lots)
----------------------
          Lots  3688  through  4228,  inclusive,  of  Lake  Mead Ranchos Unit 5,
          according  to  the  plat  thereof,  recorded June 20, 1961, at Fee No.
          104507,  in  the  office  of  the  County  Recorder  of Mohave County,
          Arizona.

          Except  therefrom, all coal, oil, gas and mineral deposits as reserved
          in  Instrument  recorded  in  Book 86 of Deeds, Page 49.

PARCEL  2  (402 Lots)
----------------------

          Lots  4229  through  4281,  inclusive,  and  lots  4283  through 4631,
          inclusive, of Lake Mead Ranchos Unit 6, according to the plat thereof,
          recorded June 20, 1961, at Fee No. 104508, in the office of the County
          Recorder  of  Mohave  County,  Arizona.

          Except  therefrom, all coal, oil, gas and mineral deposits as reserved
          in  Instrument  recorded  in  Book  86  of  Deeds,  Page  49.

PARCEL  3  (567  Lots)
----------------------

          Lots 4633, 4635 through 4649, inclusive, 4654 through 4662, inclusive,
          4664  through  4679,  inclusive,  4681,  4682,  4684  through  4689,
          inclusive, 4692 through 4716, inclusive, 4718 through 4728, inclusive,
          4730  through  4785,  inclusive,  4787,  4789 through 4792, inclusive,
          4794, 4796 through 4810, inclusive, 4812 through 4824, inclusive, 4826
          through  4846,  inclusive,  4849 through 4865, inclusive, 4867 through
          4871,  inclusive, 4874 through 4884, inclusive, and 4886 through 5223,
          inclusive, of Lake Mead Ranchos Unit 7, according to the plat thereof,
          recorded June 20, 1961, at Fee No. 104509, in the office of the County
          Recorder  of  Mohave  County,  Arizona.

          Except  therefrom, all coal, oil, gas and mineral deposits as reserved
          in  Instrument  recorded  in  Book  86  of  Deeds,  Page  49.

PARCEL  4  (511  Lots)
----------------------

          Lots  28  through  31, inclusive, 34 through 48, inclusive, 50 through
          74,  inclusive, 80 through 100, inclusive, 105 through 126, inclusive,
          132  through  154,  inclusive, 159 through 391, inclusive, 393 through
          413,  inclusive,  426,  and 437 through 582, inclusive, of Sunny Lakes
          Ranchos  Unit  1, according to the plat thereof, recorded December 19,
          1961,  at  Fee  No.  108884,  in  the office of the County Recorder of
          Mohave  County,  Arizona.

                                       15
<PAGE>
          Except  therefrom, all coal, oil, gas and mineral deposits as reserved
          in  Instrument  recorded  in  Book  86  of  Deeds,  Page  49.

ALL AS MORE FULLY SET FORTH IN WARRANTY DEED FROM ARIZONA ACREAGE, LLC, A NEVADA
LIMITED  LIABILITY  COMPANY TO ATLANTIC DEVELOPMENT CORP., A NEVADA CORPORATION,
RECORDED  MARCH 5, 2002 AS DOCUMENT NUMBER 2002014368 IN BOOK 4012, PAGE 174, IN
THE  OFFICE  OF  THE  COUNTY  RECORDER  OF  MOHAVE  COUNTY,  ARIZONA.
                                       16
<PAGE>











                                   EXHIBIT "B"
                                   -----------
                              PERMITTED EXCEPTIONS
                                       17
<PAGE>
------
                                    Exhibit B

                                                         Order No. 291-00-169547
                                                         --------

Part One:

1.   Taxes  or  assessments which are not shown as existing liens by the records
     of  any  taxing authority that levies taxes or assessments on real property
     or  by  the  public  records.

     Proceedings by a public agency which may result in taxes or assessments, or
     notices  of  such  proceedings, whether or not shown by the records of such
     agency  or  by  the  public  records.

2.   Any  facts,  rights,  interests or claims which are not shown by the public
     records  but  which could be ascertained by an inspection of the land or by
     making  inquiry  of  persons  in  possession  thereof.  *

3.   Easements, liens or encumbrances, or claims thereof, which are not shown by
     the  public  records.

4.   Discrepancies, conflicts in boundary lines, shortage in area, encroachments
     or any other facts which a correct survey would disclose, and which are not
     shown  by  the  public  records.

5.   (a)  Unpatented mining claims; (b) reservations or exceptions in patents or
     in Acts authorizing the issuance thereof; (c) water rights, claims or title
     to  water.

6.   Any  lien, or right to a lien, for services, labor or material, theretofore
     or  hereinafter  furnished,  imposed  by  law  and  not shown by the public
     records.

     *    On  the  Stock  Closing Date, that certain Grazing Lease which affects
          the One Acre Lots shall be terminated so as not to affect the One Acre
          Lots.

                                       18
<PAGE>
                                    Exhibit B

                                                        Order No. 291-000-169547
                                                        --------

Part  Two:

(All  recording  dates  refer to records in the office of the County Recorder in
the  County  in  which  the  land  is  situated.)

EXCEPTIONS:

1.   Taxes for the full year of 2002. (The first half is due October 1, 2002 and
     is delinquent November 1, 2002. The second half is due March 1, 2003 and is
     delinquent  May  1,  2003.)

2.   All  matters as set forth in the Covenants, Conditions, and Restrictions in
     instrument  recorded  in  Docket  138, Page 472, but deleting any covenant,
     condition  or  restriction  indicating  a  preference,  limitation  or
     discrimination  based  on  race,  color,  religion, sex, handicap, familial
     status  or  national  origin  to  the  extent such covenants, conditions or
     restrictions  violate  42  USC  3604(c).  (Parcel  No.  2)

3.   Easements, restrictions, reservations, conditions and set-back lines as set
     forth  on  the  plat,  recorded  at  Fee  Nos  61-104507 and 61-104509, but
     deleting  any  covenant,  condition or restriction indicating a preference,
     limitation or discrimination based on race, color, religion, sex, handicap,
     familial  status or natural origin to the extent such covenants, conditions
     or  restrictions  violate  42  USC  3604  (c).

4.   The  right  to  enter  upon said land and prospect for, mine and remove all
     coal,  oil,  gas  and  other  mineral  deposits,  as reserved in instrument
     recorded  in  Book  86  of  Deeds,  Page  49.


                                       19

<PAGE>