EXHIBIT 10.248

                             AMENDMENT TO GUARANTEE
                             ----------------------
                           AND SUBORDINATION AGREEMENT
                           ---------------------------


     This  Amendment  to Guarantee and Subordination Agreement (the "Amendment")
is  made and entered into this 24th day of May, 2002, but effective as of March
1,  2002,  by and between Mego Financial Corp., a New York corporation (formerly
known  as  Mego  Corp.) ("Guarantor") and FINOVA Capital Corporation, a Delaware
corporation  ("Lender"),  successor in interest to Greyhound Real Estate Finance
Company,  an  Arizona  corporation  ("GREFCO").

                                    RECITALS
                                    --------

I.     Guarantor  executed  and  delivered  to  GREFCO  an  Amended and Restated
Guarantee and Subordination dated May 10, 1989 (the "Guarantee") guarantying the
performance  of  certain obligations owed by Leisure Homes Corporation, a Nevada
corporation,  formerly  known as Preferred Equities Corporation ("Borrower"), to
GREFCO.

II.     GREFCO  assigned  to  Lender  all  of the rights and obligations owed by
Borrower to GREFCO, pursuant to a plan of liquidation between GREFCO and Lender.

III.     On  even  date  herewith, Borrower and Lender have entered into a Tenth
Amendment  to  Forbearance  Agreement and Amendment No. 15 to Second Amended and
Restated  and  Consolidated  Loan and Security Agreement (the "Loan Amendment").
As  a  condition  to  the  effectiveness  of  the Loan Amendment, the Lender has
required  the  execution  of  this  Amendment.

     NOW, THEREFORE, in consideration of these Recitals, the covenants contained
in this Amendment and for other good and valuable consideration, the receipt and
sufficiency  is  hereby  acknowledged,  Lender  and  Guarantor agree as follows:

1.     Amendment.  Paragraph  3.9 of the Guarantee shall be amended and restated
       ---------   --------------
in  its  entirety  to  read  as  follows:

     3.9     Notwithstanding any payment or performance by Guarantor pursuant to
this  Guarantee, Guarantor hereby waives and releases any right of reimbursement
and  any  right  to  be  subrogated  to  any  rights of Lender against Borrower.
Guarantor  acknowledges  that  the  foregoing  waiver  and  release  has  been
specifically  bargained  for  by  Lender  and  has been relied upon by Lender in
ascribing  value  to this Guarantee, which reliance was a condition precedent to
Lender's willingness to extend the Loan to Borrower.  Guarantor expressly waives
any  defenses  to  the  enforcement  of  this Guarantee, to any rights of Lender
created  or  granted  hereby  or  to  the  recovery  by Lender against Borrower,
Guarantor  or  any other Obligor of any deficiency after judicial or nonjudicial
foreclosure  or  sale,  even  though  such  a foreclosure or sale may impair the
                                        1
<PAGE>
subrogation  rights  of  Guarantor or otherwise prevent Guarantor from obtaining
reimbursement  or  contribution  from  Borrower  or  any  other  Obligor.

     2.     Representations  and  Warranties.  Guarantor represents and warrants
            --------------------------------
to  Lender  that:

     2.1 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 Guarantor, enforceable
against  the  Guarantor  in  accordance  their  respective  terms.

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

     2.3  It has 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.

     3.     Miscellaneous.
            -------------

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

     3.2  Except  as  may  be expressly provided herein, Guarantor's obligations
under  the  Guarantee  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  Guarantee,  except  as  expressly  stated  herein.

     3.3 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
                                        2
<PAGE>
remedies  conferred  upon  Lender  by  the terms of this Amendment and any other
documents  executed  in  connection  herewith.

     3.4  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.

     3.5  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.


                            [SIGNATURE PAGE FOLLOWS]

                                        3
<PAGE>
                               [SIGNATURE PAGE TO
                           AMENDMENT TO GUARANTEE AND
                            SUBORDINATION 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:

______________________________________


GUARANTOR:

MEGO  FINANCIAL  CORP.,
a  New  York  corporation


By: s/s  Jon Joseph
     Its: Senior Vice President

Signed  in  the  presence  of:

s/s   Mark Prasse


                                        4
<PAGE>
STATE  OF  NEVADA     )
                      )     ss.
County  of  Clark     )

     The  foregoing  instrument  was  acknowledged  before  me  this 24 day of
MAY 2002, by s/s John Joseph as Sr. V.P. of MEGO FINANCIAL CORP.,
a  New  York  corporation,  on  behalf  of  the  corporation.

                                       s/s Linda DeGirolamo
                                      _________________________________
                                                Notary Public
My  Commission  Expires:

7/12/04
_______________________




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

                                           My  Commission  expires:

                                        5
<PAGE>

                             AMENDMENT TO GUARANTEE
                             ----------------------
                           AND SUBORDINATION AGREEMENT
                           ---------------------------


     This  Amendment  to Guarantee and Subordination Agreement (the "Amendment")
is  made and entered into this _____ day of May, 2002, but effective as of March
1,  2002,  by and between Mego Financial Corp., a New York corporation (formerly
known  as  Mego  Corp.) ("Guarantor") and FINOVA Capital Corporation, a Delaware
corporation  ("Lender"),  successor in interest to Greyhound Real Estate Finance
Company,  an  Arizona  corporation  ("GREFCO").

                                    RECITALS
                                    --------

     I.     Guarantor  executed  and  delivered  to  GREFCO  a  Guarantee  and
Subordination dated March 30, 1989 (the "Guarantee") guarantying the performance
of  certain  obligations  owed  by  Vacation  Spa  Resorts,  Inc.,  a  Tennessee
corporation  ("VSR")  ("Borrower"),  to  GREFCO.

II.     GREFCO  assigned to Lender all of the rights and obligations owed by VSR
to  GREFCO,  pursuant  to  a  plan  of  liquidation  between  GREFCO and Lender.

III.     VSR  merged  with  and  into  Leisure  Homes  Corporation,  a  Nevada
corporation,  formerly known as Preferred Equities Corporation ("Borrower") with
Borrower  becoming  liable  for  all  of the liabilities and obligations of VSR.

VI.     On  even  date  herewith,  Borrower and Lender have entered into a Tenth
Amendment  to  Forbearance  Agreement and Amendment No. 15 to Second Amended and
Restated  and  Consolidated  Loan and Security Agreement (the "Loan Amendment").
As  a  condition  to  the  effectiveness  of  the Loan Amendment, the Lender has
required  the  execution  of  this  Amendment.

NOW,  THEREFORE,  in consideration of these Recitals, the covenants contained in
this  Amendment  and  for other good and valuable consideration, the receipt and
sufficiency  is  hereby  acknowledged,  Lender  and  Guarantor agree as follows:

1.     Amendment.  Paragraph  3.9 of the Guarantee shall be amended and restated
       ---------   --------------
in  its  entirety  to  read  as  follows:

     3.9     Notwithstanding any payment or performance by Guarantor pursuant to
this  Guarantee, Guarantor hereby waives and releases any right of reimbursement
and  any  right  to  be  subrogated  to  any  rights of Lender against Borrower.
Guarantor  acknowledges  that  the  foregoing  waiver  and  release  has  been
specifically  bargained  for  by  Lender  and  has been relied upon by Lender in
ascribing  value  to this Guarantee, which reliance was a condition precedent to
Lender's willingness to extend the Loan to Borrower.  Guarantor expressly waives
                                        6
<PAGE>
any  defenses  to  the  enforcement  of  this Guarantee, to any rights of Lender
created  or  granted  hereby  or  to  the  recovery  by Lender against Borrower,
Guarantor  or  any other Obligor of any deficiency after judicial or nonjudicial
foreclosure  or  sale,  even  though  such  a foreclosure or sale may impair the
subrogation  rights  of  Guarantor or otherwise prevent Guarantor from obtaining
reimbursement  or  contribution  from  Borrower  or  any  other  Obligor.

     2.     Representations  and  Warranties.  Guarantor represents and warrants
            --------------------------------
to  Lender  that:

2.1     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 Guarantor, enforceable
against  the  Guarantor  in  accordance  their  respective  terms.

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

2.3     It  has  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.

     3.     Miscellaneous.
            -------------

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

3.2     Except  as  may  be  expressly  provided herein, Guarantor's obligations
under  the  Guarantee  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  Guarantee,  except  as  expressly  stated  herein.
                                        7
<PAGE>
3.3     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.

3.4     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.

3.5     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.


                            [SIGNATURE PAGE FOLLOWS]

                                        8
<PAGE>
                                     ------
                               [SIGNATURE PAGE TO
                           AMENDMENT TO GUARANTEE AND
                            SUBORDINATION 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:


_______________________________________________

GUARANTOR:

MEGO  FINANCIAL  CORP.,
a  New  York  corporation


By:____________________________________________
     Its:______________________________________

Signed  in  the  presence  of:

_______________________________________________


                                        9
<PAGE>
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

                                        My  Commission  expires:






                                       10
<PAGE>