Exhibit 10.49

MODIFICATION AGREEMENT  (3rd)

This Modification Agreement ("Modification Agreement") is made as of January 8, 2002 by PERMA-BILT, a Nevada
corporation ("Borrower") and Bank of America, N.A. ("Bank").

Factual Background

A.    Under
a Master Revolving Line of Credit Construction Loan Agreement dated as of April 18, 2001 (the "Loan Agreement"),
Bank entered with Borrower into a Construction Revolving Line of Credit Loan in the maximum principal amount of Fifty Million and no/100 Dollars ($50,000,000) (the
"RLC" or the "RLC Loan"). The RLC Loan is evidenced by a Promissory Note dated as of April 18, 2001
payable by Borrower to Bank, in the amount of $50,000,000 (the "RLC Note").

B.    The
RLC Loan is secured by, among other things, a Construction Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing recorded May 10, 2001 in Book
20010510 as Document No. 01209 of the Official Records of the Clark County Recorder (the "Deed of Trust") covering the land and improvements and certain
other property identified in the Deed of Trust (the "Property"). In addition, Borrower has executed that certain Secured Indemnity Agreement dated as of
April 18, 2001 in favor of Bank with respect to the Property (the "Indemnity Agreement").

C.    Pursuant
to the terms of this Modification Agreement, Bank and Borrower have agreed to modify certain covenants and requirements of the Loan Documents.

D.    As
used herein, the term "Loan Documents" shall mean the Loan Agreement, the RLC Note, the Deed of Trust, the Indemnity
Agreement, this Modification Agreement, the modification agreement between Bank and Borrower dated July 18, 2001 ("Modification 1"), the modification agreement between Bank and Borrower dated August
13, 2001 ("Modification 2"), any other documents executed in connection with the RLC Loan or this Modification Agreement, as any or all of them may have been amended to date.

E.    Borrower
and Bank now wish to modify the RLC Loan and Loan Documents as set forth herein.

1

---

Agreement

Therefore,
Borrower and Bank agree as follows:

1.Recitals.The recitals set forth above in the Factual Background are true, accurate and correct.

2.Reaffirmation of Loans.Borrower reaffirms all of its obligations under the Loan Documents, and Borrower
acknowledges that it has no claims, offsets or defenses with respect to the payment of any sums due under the Loan Documents.

3.Modification of Loan Documents.The Loan Documents are modified and amended as follows:





2

---





4.Conditions Precedent.Before this Modification Agreement becomes effective and any party becomes obligated
under it, all of the following conditions shall have been satisfied at Borrower's sole cost and expense in a manner acceptable to Bank in the exercise of Bank's sole judgment:



5.Borrower's Representation and Warranties.Borrower represents and warrants to Bank as follows:



6.Incorporation.This Modification Agreement shall form a part of each of the Loan Documents, and all
references to the Loan Documents shall mean such documents as hereby modified.

7.No Prejudice; Reservation of Rights.This Modification Agreement shall not prejudice any rights or remedies
of Bank under any Loan Documents.

8.No Impairment.Except as specifically hereby amended, the Loan Documents shall remain unaffected by this
Modification Agreement and all such documents shall remain in full force and effect.

3

---

Nothing in this Modification Agreement shall impair the lien of the Deed of Trust, which as hereby amended shall remain one deed of trust with one power of sale, creating a first lien encumbering the
Property.

9.Purpose and Effect of Bank's Approval.Bank's approval of any matter in connection with the RLC Loan shall be
for the sole purpose of protecting Bank's security and rights. No such approval shall result in a waiver of any default of Borrower. In no event shall Bank's approval be a representation of any kind
with regard to the matter being approved.

10.Integration.The Loan Documents, including this Modification Agreement: (a) constitute integrated loan
documents; (b) supersede all oral negotiations and prior and other writings with respect to their subject matter; and (c) are intended by the parties as the final expression of the agreements with
respect to the terms and conditions set forth in those documents and as the complete and exclusive statement of the terms agreed to by the parties. If there is any conflict between the terms,
conditions and provisions of this Modification Agreement and those of any other agreement or instrument, including any other loan documents, the terms, conditions and provisions of this Modification
Agreement shall prevail.

11.Miscellaneous.This Modification Agreement and any attached consents or exhibits requiring signatures may be
executed in counterparts, and all counterparts shall constitute but one and the same
document. If any court of competent jurisdiction determines any provision of this Modification Agreement or any other loan documents to be invalid, illegal or unenforceable, that portion shall be
deemed severed from the rest, which shall remain in full force and effect as though the invalid, illegal or unenforceable portion had never been a part of such loan documents. This Modification
Agreement shall be governed by the laws of the State of Nevada, without regard to the choice of law rules of that State. As used here, the word "include(s)" means "include(s), without limitation", and
the word "including" means "including, but not limited to".

IN
WITNESS WHEREOF, the parties have executed this Modification Agreement on the date first written above.

|PERMA-BILT,
a Nevada corporation |  | BANK OF AMERICA, N.A.                        
|-------------------------------- |  | ---------------------------------------------
|By:                              |  | /s/ Daniel SchwartzDaniel Schwartz, President

4

---

EXHIBIT D  Zenith Letter             , 2001

Bank
of America, N.A.
NV1-119-04-01
REBG, Home Builder Division 08957
300 S. Fourth St., 4th Floor
Las Vegas, Nevada 89101

Gentlemen:

It
is our understanding that you have provided a loan under that certain Master Revolving Line of Credit Construction Loan Agreement, as amended (the "Revolving Line") dated as of
                  to our affiliate Perma-Bilt, a Nevada corporation ("Perma-Bilt" or "Borrower"). This confirms that the Revolving Line has been extended at our
special request and that we have full
knowledge of and agree with the obligations being undertaken by Perma-Bilt in connection with such Revolving Line.

This
will confirm that 100% of Borrower's outstanding capital stock is, and shall continue to be, owned by Zenith Insurance Company ("ZIC") and at least 75% of the outstanding voting
stock of ZIC is, and shall continue to be, owned by Zenith National Insurance Corp. ("ZNIC")" and that as a result of this ownership structure, we
derive a benefit from your extension of the Revolving Line. ZIC and ZNIC are referred to collectively in this letter as "Zenith"

We
promise to take any necessary action to ensure that Perma-Bilt honors the following obligations to your bank:

(1)  Perma-Bilt
provides you within 120 days after the end of the fiscal year with ZNIC's CPA audited balance sheets and income statements, and within 30 days after filing,
ZNIC's June 30, 10Q filing; and

(2)  Perma-Bilt
maintains a leverage ratio as follows: (A) Total Adjusted Liabilities to (B) Total Adjusted Net Worth shall not exceed 3.0 to 1. Total Adjusted Liabilities
shall mean total liabilities less debt of the Borrower owed to Zenith which debt has been subordinated to this Revolving Line by an instrument in writing acceptable to the Bank (herein "Zenith
Subordinated Debt"). Total Adjusted Net Worth shall mean the Borrower's net worth plus Zenith Subordinated Debt. "Net worth" means the gross book value of the Borrower's assets (excluding goodwill,
patents, trademarks, trade names, organization expense, unamortized debt discount and expense, capitalized or deferred research and development costs, deferred marketing expenses, deferred
receivables, and other like intangibles), less total liabilities, including but not limited to accrued and deferred income taxes, and any reserves against assets. In the event this ratio is not
satisfied, Zenith shall, within fifteen (15) days, subordinate additional debt owed to it by Borrower such that this ratio is satisfied.

(3)  Any
rights of Zenith, whether now existing or later arising, to receive payment on account of any indebtedness (including interest) owed to Zenith by Perma-Bilt, shall
at all times be subordinate, as to lien and time of payment and in all other respects, to the full and prior repayment to Bank of the credit it has extended to Perma-Bilt, to the extent necessary to
allow Perma-Bilt to satisfy the requirements of the foregoing paragraph (2). Zenith shall not be entitled to enforce or receive payment of any sums so subordinated or which should be subordinated
until such credit (and any other credit provided by Bank of America NA or its predecessors-in-interest, Bank of America NT&SA or Bank of America, a Nevada corporation, to Perma-Bilt for which we have
provided a similar letter) has been paid and performed in full, and any such sums received in violation hereof shall be received by Zenith in trust for Bank. The foregoing notwithstanding Zenith is
not prohibited from receiving payment on

5

---

account of any indebtedness (including interest) owed to it by Perma-Bilt as long as the credit facility extended by Bank is not in default as defined by the executed loan documents.

|Sincerely,
ZENITH NATIONAL INSURANCE CORP. |  | ZENITH INSURANCE COMPANY                           
|------------------------------------------ |  | ---------------------------------------------------
|By:                                        |  |                                                    
|                                           |  | Stanley R. Zax,
President and Chairman of the Board

6

---

EXHIBIT I  Perma-Bilt  Covenant Compliance Certificate  For Quarter Ending                   (Two Certificates)

Bank
of America, NA
REBG  Home Builder Division
300 South 4th Street, 4th Floor
Las Vegas, NV 89101

Dear
Ladies and Gentlemen:

This
Covenant Compliance Certificate refers to the Master Revolving Line of Credit Loan Agreement dated as ofApril 28, 2001(as it may
hereafter be amended, modified, extended, or restated from time to time, the "Loan Agreement"), between Perma-Bilt Corporation ("Borrower") and Bank of America, NA. ("Bank") Capitalized terms used and
not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement.

Pursuant
to the Loan Agreement, the undersigned, the chief financial officer of the Borrower, hereby certifies that:

1)    Enclosed
are the quarter ending financial statements for the Borrower as required under Section2.14(b)of the Loan
Agreement, which, to the undersigned's knowledge, after due inquiry, fairly present in all material respects the financial position of the Borrower and the results of its operations at dates and for
the periods indicated, and have been prepared substantially in accordance with GAAP.

2)    To
the best of the undersigned's knowledge, no "Event of Default" has occurred (or if so, specifying the nature and extent thereof and any corrective actions taken or to
be taken).

3)    As
of the last day of the Reporting Quarter, the computations to the attached "Calculation Sheet" were true and correct.

|Perma-Bilt Corporation                  
|----------------------------------------
|By:                                     
|                                        
|Craig A. Hardy, Vice President  Finance

7

---

Bank
of America, NA
REBG  Home Builder Division
300 South 4th Street, 4th Floor
Las Vegas, NV 89101

Dear
Ladies and Gentlemen:

This
Covenant Compliance Certificate refers to the Master Revolving Line of Credit Loan Agreement dated as ofApril 28, 2001(as it may
hereafter be amended, modified, extended, or restated from time to time, the "Loan Agreement"), between Perma-Bilt Corporation ("Borrower") and Bank of America, NA. ("Bank") Capitalized terms used and
not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement.

Pursuant
to Loan Agreement, the undersigned, the authorized representatives of Zenith National Insurance Corp. ("ZNIC") and Zenith Insurance Company("ZIC") (ZNIC and ZIC collectively,
("Zenith"), hereby certify that:

1)    As
of the last day of the Reporting Quarter, ZIC owns 100% of Borrower's outstanding capital stock and ZNIC owns at least 75% of the outstanding voting stock of ZIC. As
agreed to in that certain letter (the "Zenith Letter") in the form attached as Exhibit D to the Loan Agreement from Zenith to the Bank dated                  ,
ZIC has agreed and hereby confirms such
agreement to maintain ownership of 100% of Borrower's outstanding capital stock, and ZNIC has agreed and hereby confirms such agreement to maintain ownership of at least 75% of the outstanding voting
stock of ZIC.

2)    As
set forth in the Zenith Letter, Zenith has subordinated, and hereby confirms the subordination of, any rights of Zenith to receive payment on account of any
indebtedness (including interest) owed to Zenith by Perma-Bilt, and Zenith hereby confirms that the amount of such subordinated debt is not less than $        ; more specifically ZNIC hereby
confirms that the amount of such subordinated debt is not less than $        and ZIC hereby confirms that the amount of such subordinated debt is not less than $        .

|ZENITH NATIONAL INSURANCE CORP. |  | ZENITH INSURANCE COMPANY                           
|------------------------------- |  | ---------------------------------------------------
|By:                             |  |                                                    
|                                |  | Stanley R. Zax,
President and Chairman of the Board

8

---

QuickLinks