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                                                                 EXHIBIT 10.93

                          REGISTRATION RIGHTS AGREEMENT



         This Registration Rights Agreement (this "Agreement") is made and
entered into as of June 29, 1998 by and between Mego Mortgage Corporation, a
Delaware corporation (the "Company"), and Emanuel J. Friedman ("Friedman") in
connection with the purchase of the Company's common stock, par value $.01 per
share (the "Common Stock") in the transactions comprising the Company's
Recapitalization (as defined below).



         WHEREAS, the Company is engaging in a plan of recapitalization (the
"Recapitalization") which includes the following: (i) a private offering (the
"Common Stock Offering") of shares of its Common Stock; (ii) a private offering
(the "Series A Preferred Stock Offering") by the Company of shares of its Series
A convertible preferred stock (the "Series A Preferred Stock"); and (iii) an
offer occurring concurrently with the Common Stock Offering and the Series A
Preferred Stock Offering (together, the "Offerings") and as a condition thereto
to exchange shares of Series A Preferred Stock and/or new 12 1/2% Subordinated
Notes Due 2001 (the "New Notes") of the Company or a combination thereof,
subject to certain limitations, for any and all of the outstanding 12 1/2%
Senior Subordinated Notes Due 2001 of the Company, subject to certain conditions
(the "Exchange Offer");



         WHEREAS, the Company has entered into a Placement Agreement dated as of
June 9, 1998 (the "Placement Agreement"), with Friedman, Billings, Ramsey & Co.,
Inc. ("FBR"), a Virginia corporation, pursuant to which FBR will act as
placement agent in connection with the issue and sale of the Common Stock and
Series A Preferred Stock to be issued in the Recapitalization;



         WHEREAS, the Company has entered into various Purchase Agreements (each
a "Purchase Agreement") with certain purchasers of Common Stock and Series A
Preferred Stock in conjunction with the Offerings; and



         WHEREAS, as an incentive to induce investors to participate in the
Recapitalization, the Company has agreed to provide registration rights to
holders of Common Stock acquired in the Offerings and to holders of Series A
Preferred Stock issued in the Offerings and the Exchange Offer relating to the
shares of Common Stock underlying the Series A Preferred Stock (such shares of
Common Stock are referred to herein as the "Securities").





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         NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are acknowledged by
all parties hereto, the parties, intending to be legally obligated, hereby agree
as follows:




SECTION 1. DEFINITIONS



         As used in this Agreement, the following capitalized terms shall have
the following meanings:



         "Act": The Securities Act of 1933, as amended.



         "Broker-Dealer": Any broker or dealer registered as such under the
Exchange Act.



         "Closing Date": The date of this Agreement.



         "Commission" or "SEC": The United States Securities and Exchange
Commission.



         "DTC": The Depository Trust Company.



         "Exchange Act": The Securities Exchange Act of 1934, as amended.



         "NASD": National Association of Securities Dealers, Inc.



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         "Person": An individual, partnership, corporation, trust or
unincorporated organization, or a government or an agency, authority or
political subdivision thereof.



         "Prospectus": The prospectus included in a Registration Statement, as
amended or supplemented, including post-effective amendments, therein.



         "Registration Default": As defined in Section 3 hereof.



         "Resale Filing Deadline": As defined in Section 2 hereof.



         "Resale Registration Statement": As defined in Section 2 hereof.



         "Securities": As defined in the preamble hereto.



         "Transfer Restricted Securities": Each Security, until the earliest to
occur of (a) the date on which such Security has been effectively registered
under the Act and disposed of in accordance with a Resale Registration Statement
or such other applicable registration statement, (b) the date on which such
Security is available for sale without restriction to the public pursuant to
Rule 144 under the Act or by a Broker-Dealer pursuant to the "Plan of
Distribution" contemplated in the Resale Registration Statement.



         "Underlying Common Stock": The shares of Company Common Stock into
which the Series A Preferred Stock may be converted.



         "Underwritten Registration" or "Underwritten Offering": An offering in
which securities of the Company are sold to an underwriter for reoffering to the
public pursuant to an effective registration statement filed with the
Commission.


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SECTION 2. RESALE REGISTRATION STATEMENT



         (a) REGISTRATION. The Company shall:



                  (x) cause to be filed one or more registration statements on
         Form S-1, S-2, S-3 or S-4, if the use of such form is then available
         (each a "Resale Registration Statement") pursuant to Rule 415 under the
         Act, on or prior to September 16, 1998 (the "Resale Filing Deadline"),
         which Resale Registration Statements shall provide for resales of all
         Transfer Restricted Securities, the holders of which shall have
         provided the information required pursuant to Section 2(b) hereof; and



                  (y) use its reasonable best efforts to cause such Resale
         Registration Statements to be declared effective by the Commission on
         or before the 180th day after the Closing Date.



The Company shall use its reasonable best efforts to keep such Resale
Registration Statement continuously effective, supplemented and amended to the
extent necessary to ensure that it is available for resales of Securities by the
holders of Transfer Restricted Securities entitled to the benefit of this
Section 2(a), and to ensure that it conforms with the requirements of this
Agreement, the Act and the policies, rules and regulations of the Commission as
announced from time to time, until the earlier of (i) a period of at least three
years following the Closing Date or (ii) the date on which all Transfer
Restricted Securities may be sold without restriction.



         (b) PROVISION BY FRIEDMAN OF CERTAIN INFORMATION IN CONNECTION WITH THE
SHELF REGISTRATION STATEMENT. Friedman may not include any of its Transfer
Restricted Securities in any Resale Registration Statement pursuant to this
Agreement unless and until Friedman furnishes to the Company in writing, within
20 business days after receipt of a request therefor, such information as the
Company may reasonably request for use in connection with any Resale
Registration Statement or Prospectus or preliminary Prospectus included therein.
Friedman shall not be entitled to Liquidated Damages pursuant to Section 3
hereof unless and until Friedman shall have used its best efforts to provide any
and all such reasonably requested information. Friedman agrees to promptly
furnish to the Company all information relating to a Resale Registration
Statement required to be disclosed in such Resale Registration Statement in
order to make the information previously furnished to the Company by Friedman
not materially misleading.


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SECTION 3. LIQUIDATED DAMAGES



         Subject to the provisions of Section 2(b) hereof, if (i) the applicable
Resale Registration Statements required by this Agreement is not filed with the
Commission on or prior to the date specified for such filing in this Agreement
or (ii) any Registration Statement required by this Agreement is filed and
declared effective but shall thereafter cease to be effective or fail to be
usable for its intended purpose without being restored to effectiveness by
amendment or otherwise within thirty (30) business days or succeeded immediately
by an additional Resale Registration Statement that cures such failure and that
is itself immediately declared effective within thirty (30) business days (each
such event referred to in clauses (i) and (ii), a "Registration Default"), the
Company shall pay liquidated damages to Friedman with respect to the first
90-day period immediately following the occurrence of such Registration Default,
in an amount equal to $.05 per share per week of Common Stock. The amount of the
liquidated damages shall increase by an additional $.05 per share per week with
respect to each subsequent 90-day period until all Registration Defaults have
been cured, up to a maximum amount of liquidated damages of $.50 per week. All
accrued liquidated damages shall be paid to Friedman by the Company by wire
transfer of immediately available funds or by federal funds check on the 91st
day following the occurrence of a Registration Default. Following the cure of
all Registration Defaults relating to any particular Transfer Restricted
Securities, the accrual of liquidated damages with respect to such Transfer
Restricted Securities will cease.



         All obligations of the Company set forth in the preceding paragraph
that are outstanding with respect to any Transfer Restricted Security at the
time such Security ceases to be a Transfer Restricted Security shall survive
until such time as all such obligations with respect to such Security shall have
been satisfied in full.






SECTION 4. REGISTRATION PROCEDURES



         (a) RESALE REGISTRATION STATEMENT. In connection with each Resale
Registration Statement, the Company shall comply with all the provisions of
Section 4(c) below and shall use all reasonable efforts to effect such
registration to permit the sale of the Transfer Restricted Securities being sold
in accordance with the intended methods thereof. In this regard the Company
will, by September 16, 1998, prepare and file with the Commission a Registration
Statement relating to the registration on any appropriate form under the Act,
which form shall be available for the sale of the Transfer Restricted Securities
in accordance with such intended methods of resale.


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         (b) GENERAL PROVISIONS. In connection with any Resale Registration
Statement and any Prospectus required by this Agreement to permit the sale or
resale of Transfer Restricted Securities (including, without limitation, any
Registration Statement and the related Prospectus required to permit resales of
the Securities by Broker-Dealers), the Company shall:



                  (i) use its reasonable best efforts to keep such Registration
         Statement continuously effective and provide all requisite financial
         statements for the period specified in Section 2 of this Agreement, and
         upon the occurrence of any event that would cause any such Registration
         Statement or the Prospectus contained therein (A) to contain a material
         misstatement or omission or (B) not to be effective and usable for
         resale of Transfer Restricted Securities during the period required by
         this Agreement, the Company shall file promptly, and as appropriate, an
         amendment or supplement to such Registration Statement, in the case of
         clause (A), correcting any such misstatement or omission, and, in the
         case of either clause (A) or (B), use all reasonable efforts to cause
         such amendment to be declared effective and such Registration Statement
         and the related Prospectus to become usable for their intended
         purpose(s) as soon as practicable thereafter;



                  (ii) prepare and file with the Commission such amendments and
         post-effective amendments to the Registration Statement as may be
         necessary to keep the Registration Statement effective for the
         applicable period set forth in Section 2 hereof or such shorter period
         as will terminate when all Transfer Restricted Securities covered by
         such Registration Statement cease to be Transfer Restricted Securities;
         cause the Prospectus to be supplemented by any required Prospectus
         supplement, and as so supplemented to be filed pursuant to Rule 424
         under the Act in a timely manner, and reasonably assisting Friedman in
         complying with the provisions of the Act with respect to the
         disposition of all Securities covered by such Registration Statement
         during the applicable period in accordance with the intended method of
         methods of distribution by the sellers thereof set forth in such
         Registration Statement or supplement to the Prospectus;



                  (iii) advise the underwriter(s), if any, Friedman promptly
         and, if requested by such Persons in writing, to confirm such advice in
         writing, (A) when the Prospectus or any Prospectus supplement or
         post-effective amendment has been filed, and, with respect to any
         Registration Statement or any post-effective amendment thereto, when
         the same has become effective, (B) of any request by the Commission for
         amendments to the Registration Statement or amendments or supplements
         to the Prospectus or for additional information relating thereto, (C)
         of the issuance by the Commission of any stop order or other order or
         action suspending the effectiveness of the Registration Statement under
         the Act or of the suspension by any state securities or Blue Sky
         commission of the exemption, qualification or registration of the
         Transfer Restricted Securities for offering or sale in any
         jurisdiction, or the initiation of any proceeding for any of the
         preceding purposes, or (D) of the existence of any fact or the
         happening or any event that makes any statement of a material fact made


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         in the Registration Statement, the Prospectus, any amendment or
         supplement thereto, or any document incorporated by reference therein
         untrue, or that requires the making of any additions to or changes in
         the Registration Statement or the Prospectus in order to make the
         statements therein not misleading. If at any time the Commission shall
         issue any stop order or other order or take other action suspending the
         effectiveness of the Registration Statement, or any state securities
         commission or other regulatory authority shall issue an order
         suspending the exemption, qualification or registration of the Transfer
         Restricted Securities under state securities or Blue Sky laws, the
         Company shall use all reasonable efforts to obtain the withdrawal or
         lifting of such order at the earliest possible time;



                  (iv) furnish to Friedman and each of the underwriter(s), if
         any, before filing with the Commission, copies of any Registration
         Statement or any Prospectus included therein or any amendments or
         supplements to any such Registration Statement or Prospectus (including
         all documents incorporated by reference after the initial filing of
         such Registration Statement), which documents will be subject to the
         review of Friedman and the underwriter(s), if any, for a period of at
         least five business days, and the Company will not file any such
         Registration Statement or Prospectus or any amendment or supplement to
         any such Registration Statement or Prospectus (including all such
         documents incorporated by reference) to which Friedman or the
         underwriter(s), if any, shall reasonably object within five business
         days after the receipt thereof. Friedman or the underwriter, if any,
         shall be deemed to have reasonably objected to such filing if such
         Registration Statement, amendment, Prospectus or supplement, as
         applicable, as proposed to be filed, contains a material misstatement
         or omission;



                  (v) make available at reasonable times and upon reasonable
         notice for inspection by Friedman, any underwriter participating in any
         disposition pursuant to such Registration Statement, and any attorney
         or accountant retained by Friedman or any of the underwriter(s), all
         financial and other records, pertinent corporate documents and
         properties of the Company and cause the Company's' officers, directors
         and employees to supply all information reasonably requested by
         Friedman or any underwriter, attorney or accountant in connection with
         such Registration Statement subsequent to the filing thereof and prior
         to its effectiveness;



                  (vi) if requested by Friedman or the underwriter(s), if any,
         promptly incorporate in any Registration Statement or Prospectus,
         pursuant to a supplement or post-effective amendment if necessary, such
         information as Friedman and the underwriter(s), if any, may reasonably
         request to have included therein, provided such information is usual
         and customary in such a document, including, without limitation,
         information relating to the "Plan of Distribution" of the Transfer
         Restricted Securities, information with respect to the principal amount
         of Transfer Restricted Securities being sold to such underwriter(s),
         the


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         purchase price being paid therefor and any other terms of the offering
         of the Transfer Restricted Securities to be sold in such offering; and
         make all required filings of such Prospectus supplement or
         post-effective amendment as soon as practicable after the Company is
         notified of the matters to be incorporated in such Prospectus
         supplement or post-effective amendment;



                  (vii) furnish to Friedman and each of the underwriter(s), if
         any, without charge, one copy of the Registration Statement, as first
         filed with the Commission, and of each amendment thereto, including all
         documents incorporated by reference therein and all exhibits;



                  (viii) deliver to Friedman and each of the underwriter(s), if
         any, without charge, as many copies of the Prospectus (including each
         preliminary prospectus) and any amendment or supplement thereto as such
         Persons reasonably may request; and the Company hereby consent to the
         use of the Prospectus and any amendment or supplement thereto (other
         than in those states or jurisdictions in which the Company has not
         complied with or satisfied the requirements of the relevant "blue sky"
         securities laws) by Friedman and each of the underwriter(s), if any, in
         connection with the offering and the sale of the Transfer Restricted
         Securities covered by the Prospectus or any amendment or supplement
         thereto;



                  (ix) enter into such agreements (including an underwriting
         agreement), and make such representations and warranties, and take all
         such other actions in connection therewith in order to expedite or
         facilitate the disposition of the Transfer Restricted Securities
         pursuant to any Registration Statement contemplated by this Agreement,
         to the extent reasonably and customary in this type of offering and as
         may be reasonably requested by Friedman or any underwriter in
         connection with any sale or resale pursuant to any Registration
         Statement contemplated by this Agreement; and if the registration is an
         Underwritten Registration, the Company shall:



                           (A) furnish to Friedman and each underwriter, if any,
                  in such substance and scope as they may request and as are
                  customarily made by issuers to underwriters in primary
                  underwritten offerings, upon the date of the effectiveness of
                  the Resale Registration Statement:



                                    (1) a certificate, dated the date of
                           effectiveness of the Resale Registration Statement,
                           as the case may be, signed by (i) the President or
                           any Vice President and (ii) a principal financial or
                           accounting officer of the


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<PAGE>   9



                           Company, confirming, as of the date thereof, the
                           matters set forth in paragraph (c) of Section 5 of
                           the Placement Agreement and such other matters as
                           such parties may reasonably request;





                                    (2) an opinion, dated the date of
                           effectiveness of the Resale Registration Statement,
                           as the case may be, of counsel for the Company,
                           covering the matters set forth in paragraph (a) of
                           Section 5 of the Placement Agreement and such other
                           matter as such parties may reasonably request, and in
                           any event including a statement to the effect that
                           such counsel has participated in conferences with
                           officers and other representatives of the Company,
                           representatives of the independent public accountants
                           for the Company, Friedman's representatives and
                           Friedman's counsel in connection with the preparation
                           of such Registration Statement and the related
                           Prospectus and have considered the matters required
                           to be stated therein and the statements contained
                           therein, although such counsel has not independently
                           verified the accuracy, completeness or fairness of
                           such statements; and that such counsel advises that,
                           on the basis of the foregoing, no facts came to such
                           counsel's attention that caused such counsel to
                           believe that the applicable Registration Statement,
                           at the time such Registration Statement or any
                           post-effective amendment thereto become effective,
                           contained an untrue statement of a material fact or
                           omitted to state a material fact required to be
                           stated therein or necessary to make the statements
                           therein not misleading, or that the Prospectus
                           contained in such Registration Statement as of its
                           date, an untrue statement of a material fact or
                           omitted to state a material fact necessary in order
                           to make the statements therein, in light of the
                           circumstances under which they were made, not
                           misleading. Without limiting the foregoing, such
                           counsel may state further that such counsel assumes
                           no responsibility for, and has not independently
                           verified, the accuracy, completeness or fairness of
                           the financial statements, notes and schedules and
                           other financial data included in any Registration
                           Statement contemplated by this Agreement or the
                           related Prospectus; and



                                    (3) a customary comfort letter, dated as of
                           the date of effectiveness of the Resale Registration
                           Statement, as the case may be, from the Company's
                           independent accountants, in the customary form and
                           covering matters of the type customarily covered in
                           comfort letters by underwriters in connection with
                           primary underwritten offerings, and affirming the
                           matters set forth in the comfort letters delivered
                           pursuant to Section 5(b) of the Placement Agreement,
                           without exception;



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                           (B) set forth in full or incorporate by reference in
                  the underwriting agreement, if any, the indemnification
                  provisions and procedures of Section 6 hereof with respect to
                  all parties to be indemnified pursuant to said Section; and



                           (C) deliver such other documents and certificates as
                  may be reasonably requested by such parties to evidence
                  compliance with clause (A) above and with any customary
                  conditions contained in the underwriting agreement or other
                  agreement entered into by the Company pursuant to this clause
                  (ix), if any.



                  If at any time the covenants of the Company contemplated in
         clause (A)(1) above cease to be true and correct, the Company shall so
         advise Friedman and the underwriter(s), if any, and Friedman promptly
         and, if requested by such Persons, shall confirm such advice in
         writing;



                  (x) prior to any public offering of Transfer Restricted
         Securities, cooperate with the selling Holders, the underwriter(s), if
         any, and their respective counsel in connection with the registration
         and qualification of the Transfer Restricted Securities under the
         securities or Blue Sky and securities laws of such jurisdictions as
         Friedman or underwriter(s) may reasonably request and do any and all
         other acts or things necessary or advisable to enable the disposition
         in such jurisdictions of the Transfer Restricted Securities covered by
         the Resale Registration Statement; provided, that the Company shall not
         be required to register or qualify as a foreign corporation where it is
         not now so qualified or to take any action that would subject it to the
         service of process in suits or to taxation, other than as to matters
         and transactions relating to the Registration Statement, in any
         jurisdiction where it is not now so subject;



                  (xi) cooperate with Friedman and the underwriter(s), if any,
         to facilitate the timely preparation and delivery of certificates
         representing Transfer Restricted Securities to be sold and not bearing
         any restrictive legends; and enable such Transfer Restricted Securities
         to be in such denominations and registered in such names as Friedman or
         the underwriter(s), if any, may reasonably request at least two
         business days prior to any sale of Transfer Restricted Securities made
         by such underwriter(s);



                  (xii) use its reasonable best efforts to cause the Transfer
         Restricted Securities covered by the Registration Statement to be
         registered with or approved by such other governmental agencies or
         authorities as may be necessary to enable Friedman or the


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         underwriter(s), if any, to consummate the disposition of such Transfer
         Restricted Securities, subject to the proviso contained in paragraph
         (xi) above;



                  (xiii) if any fact or event contemplated by paragraph
         (b)(iii)(D) above shall exist or have occurred, prepare a supplement or
         post-effective amendment to the Registration Statement or related
         Prospectus or any document incorporated therein by reference or file
         any other required document so that, as thereafter delivered to the
         purchasers of Transfer Restricted Securities, the Prospectus will not
         contain an untrue statement of a material fact or omit to state any
         material fact necessary to make the statements therein not misleading;



                  (xiv) provide a CUSIP number for shares of Common Stock and
         Underlying Common Stock that are Transfer Restricted Securities not
         later than the effective date of the Registration Statement;



                  (xv) cooperate and assist in any filings required to be made
         with the NASD and in the performance of any due diligence investigation
         by any underwriter (including any "qualified independent underwriter")
         that is required to be retained in accordance with the rules and
         regulations of the NASD, and use its reasonable best efforts to cause
         such Registration Statement to become effective and approved by such
         governmental agencies or authorities as may be necessary to enable
         Friedman to consummate the disposition of such Transfer Restricted
         Securities;



                  (xvi) otherwise comply with all applicable rules and
         regulations of the Commission, and make generally available to its
         security holders, as soon as practicable, a consolidated earnings
         statement meeting the requirements of Rule 158 (which need not be
         audited) for the twelve-month period (A) commencing at the end of any
         fiscal quarter in which Transfer Restricted Securities are sold to
         underwriters in a firm or best efforts underwritten offering or (B) if
         not sold to underwriters in such an offering, beginning with the first
         month of the Company's first fiscal quarter commencing after the
         effective date of the Registration Statement;



                  (xvii) cause all shares of Common Stock which are Transfer
         Restricted Securities covered by the Registration Statement to be
         listed on each securities exchange or market, if applicable, on which
         similar securities issued by the Company are then listed if requested
         by the Holders of a majority in aggregate principal amount of the Notes
         or the managing underwriter(s); and


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                  (xviii) provide promptly to Friedman, as long as he remains a
         stockholder of the Company, upon request each document filed with the
         Commission pursuant to the requirements of Sections 13, 14 and 15 of
         the Exchange Act for a period of three years from the Closing Date.



         Friedman agrees by acquisition of a Transfer Restricted Security that,
upon receipt of any notice from the Company of the existence of any fact of the
kind described in Section 4(b)(iii)(D) hereof, Friedman will forthwith
discontinue disposition of Transfer Restricted Securities pursuant to the
applicable Registration Statement until Friedman's receipt of the copies of the
supplemented or amended Prospectus, or until it is advised in writing (the
"Advice") by the Company that the use of the Prospectus may be resumed, and has
received copies of any additional or supplemental filings that are incorporated
by reference in the Prospectus. If so directed by the Company, Friedman will
deliver to the Company (at the Company's expense) all copies, other than
permanent file copies then in Friedman's possession, of the Prospectus covering
such Transfer Restricted Securities that was current immediately prior to the
time of receipt of such notice. In the event the Company shall give any such
notice, the time period regarding the effectiveness of such Registration
Statement set forth in Section 3, shall be extended by the number of days during
the period from and including the date of the giving of such notice pursuant to
Section 5(c)(iii)(D) hereof to and including the date when Friedman shall have
received the copies of the supplemented or amended Prospectus or shall have
received the Advice.








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SECTION 5. REGISTRATION EXPENSES





         (a) All expenses incident to the Company's performance of or compliance
with this Agreement will be borne by the Company regardless of whether a
Registration Statement becomes effective, including without limitation: (i) all
registration and filing fees and expenses (including filings made by Friedman
with the NASD (and, if applicable, the fees and expenses of any "qualified
independent underwriter" and its counsel that may be required by the NASD));
(ii) all fees and expenses of compliance with federal securities, foreign
securities and state Blue Sky or securities laws; (iii) all expenses of printing
(including the printing of Prospectuses), messenger and delivery services and
telephone incurred by the Company; (iv) all fees and disbursements of counsel
for the Company and, subject to Section 5(b) below, Friedman; (v) all
application and filing fees in connection with listing the shares of the Common
Stock on a national securities exchange or automated quotation system pursuant
to the requirements hereof; (vi) all fees and disbursements of independent
certified public accountants of the Company (including the expenses of any
special audit and comfort letters required by or incident to such performance);
and (vii) all fees and charges of the Rating Agencies, if any; provided, that
the Company will not bear certain personal expenses of Friedman, including,
underwriting discounts, commissions, and messenger and delivery services and
telephone expenses incurred by Friedman.



         The Company will, in any event, bear its internal expense (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expenses of any annual audit, all
trustee and Rating Agency fees and charges and the fees and expenses of any
Person, including special experts, retained by the Company.



         (b) In connection with any Registration Statement required by this
Agreement (including, without limitation, the Resale Registration Statement),
the Company will reimburse Friedman, as applicable, for the reasonable fees and
disbursements of not more than one counsel as may be chosen by Friedman.








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SECTION 6. INDEMNIFICATION





         (a) The Company shall indemnify and hold Friedman harmless, to the
fullest extent lawful, from and against any and all losses, claims, damages,
liabilities, judgments, actions and expenses (including without limitation,
reimbursement of all reasonable costs of investigating, preparing, pursuing or
defending any claim or action, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, including the reasonable
fees and charges of counsel) directly or indirectly caused by, related to, based
upon, arising out of or in connection with any untrue statement or alleged
untrue statement of a material fact contained in any Registration Statement or
Prospectus (or any amendment or supplement thereto), or any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as such
losses, claims, damages, liabilities or expenses are caused by an untrue
statement or omission or alleged untrue statement or omission that is made in
reliance upon and in conformity with information relating to Friedman furnished
in writing to the Company by Friedman expressly for use therein or any agent or
representative of Friedman.



         In case any action or proceeding (including any governmental or
regulatory investigation or proceeding) shall be brought or asserted against
Friedman with respect to which indemnity may be sought against the Company,
Friedman shall promptly notify the Company in writing (provided, that the
failure to give such notice shall not relieve the Company of its obligations
pursuant to this Agreement unless and to the extent materially and adversely
affected). Friedman shall have the right to employ its own counsel in any such
action and the fees and expenses of such counsel shall be paid, as incurred, by
the Company (regardless of whether it is ultimately determined that Friedman is
not entitled to indemnification hereunder); provided, that if Friedman is not
successful and it is determined that Friedman is not entitled to indemnification
hereunder, then Friedman shall reimburse the Company for all monies advanced by
the Company to which Friedman was not entitled. The Company shall not, in
connection with any one such action or proceeding or separate but substantially
similar or related actions or proceedings in the same jurisdiction arising out
of the same general allegations or circumstances, be liable for the reasonable
fees and expenses of more than one separate firm of attorneys (in addition to
any local counsel) at any time for Friedman, which firm shall be designated by
the holders of a majority of the shares of Common Stock that are subject to, or
affected by, such action or proceeding. The Company shall not be liable for any
settlement of any such action or proceeding effected without the Company's prior
written consent, which consent shall not be withheld unreasonably, and the
Company will indemnify and hold Friedman harmless from and against any loss,
claim, damage, liability or expense by reason of any settlement of any action
effected with the prior written consent of the Company. The Company shall not,
without the prior written consent of Friedman, settle or compromise or consent
to the entry of judgment in or otherwise seek to terminate any pending or
threatened action, claim, litigation or proceeding in respect of which
indemnification or contribution may be sought hereunder , unless such
settlement, compromise, consent or termination includes an unconditional release
of Friedman from all liability arising out of such action, claim, litigation or
proceeding.


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<PAGE>   15



         (b) Friedman agrees to indemnify and hold harmless the Company, and its
respective directors, officers and any person controlling (within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act) the Company, and the
respective officers, directors, partners, employees, representatives and agents
of each such person, to the same extent as the foregoing indemnity from the
Company to Friedman, but only with respect to claims and actions based on
information relating to Friedman furnished in writing by Friedman expressly for
use in any Registration Statement. In case any action or proceeding shall be
brought against the Company or its directors or officers or any such controlling
person in respect of which indemnity may be sought against Friedman, Friedman
shall have the rights and duties given the Company and the Company or its
directors or officers or such controlling person shall have the rights and
duties given to each Indemnified Holder by the preceding paragraph. In no event
shall the liability of Friedman hereunder be greater in amount than the dollar
amount of the net proceeds received by Friedman upon the sale of the Restricted
Securities giving rise to such indemnification obligation.



         (c) If the indemnification provided for in this Section 6 is
unavailable to an indemnified party under Section 6(a) or Section 6(b) hereof
(other than by reason of the exceptions provided therein) in respect of any
losses, claims, damages, liabilities or expenses referred to therein, then each
applicable indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, liabilities or expenses in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand, and Friedman on the other hand from their purchase of
Transfer Restricted Securities or if such allocation is not permitted by
applicable law, the relative fault of the Company on the one hand and of
Friedman on the other in connection with the statements or omissions which
resulted in such losses, claims, damages, liabilities or expenses, as well as
any other relevant equitable considerations. The relative fault of the Company
on the one hand, and of Friedman on the other, shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or by Friedman and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The amount paid or payable by a party as a
result of the losses, claims, damages, liabilities and expenses referred to
above shall be deemed to include, subject to the limitations set forth in the
second paragraph of Section 6(a), any legal or other fees, expenses or charges
reasonably incurred by such party in connection with investigating or defending
any action or claim.



         The amount paid or payable by an indemnified party as a result of the
losses, claims, damages, liabilities or expenses referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.


                                      -15-

<PAGE>   16






SECTION 7. RULE 144



         The Company hereby agrees with Friedman, for so long as any Transfer
Restricted Securities remain outstanding, to make available to Friedman in
connection with any sale thereof and any prospective purchaser of such Transfer
Restricted Securities from Friedman, the information required by Rule 144 under
the Act in order to permit resales of such Transfer Restricted Securities
pursuant to Rule 144.






SECTION 8. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS



         Friedman may not participate in any Underwritten Registration hereunder
unless Friedman (a) agrees to sell Friedman's Transfer Restricted Securities on
the basis provided in any underwriting arrangements provided by the Persons
entitled hereunder to approve such arrangements and (b) completes and executes
all reasonable questionnaires, powers of attorney, indemnities, underwriting
agreements, lock-up letters and other documents required under the terms of such
underwriting arrangements.





SECTION 9. SELECTION OF UNDERWRITERS



         Friedman as a holder of Transfer Restricted Securities covered by the
Resale Registration Statement who desire to do so may sell such Transfer
Restricted Securities in an Underwritten Offering. In any such Underwritten
Offering, the investment banker or investment bankers and manager or managers
that will administer the offering will be selected by the Holders of a majority
in aggregate principal amount of the Transfer Restricted Securities included in
such offering; provided, that such investment bankers and managers must be
reasonably satisfactory to the Company.




                                      -16-

<PAGE>   17



SECTION 10. MISCELLANEOUS





         (a) REMEDIES. The Company agrees that monetary damages (including the
liquidated damages contemplated hereby) would not be adequate compensation for
any loss incurred by reason of a breach by it of the provisions of this
Agreement and hereby agree to waive the defense in any action for specific
performance that a remedy at law would be adequate.



         (b) NO INCONSISTENT AGREEMENTS. The Company will not, on or after the
date of this Agreement, enter into any agreement with respect to its securities
that is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. The Company has not previously
entered into any agreement granting any registration rights with respect to its
securities to any Person, except as contemplated by the Offering Memorandum. The
rights granted to Friedman hereunder do not in any way breach or conflict with
and are not inconsistent with the rights granted to the holders of the Company's
securities under any agreement in effect on the date hereof.



         (c) ADJUSTMENTS AFFECTING THE SECURITIES COMMON STOCK. The Company will
not take any action, or permit any change to occur, with respect to the
Securities that would materially and adversely affect the ability of Friedman to
resell such Securities.



         (d) AMENDMENTS AND WAIVERS. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures from
the provisions hereof may not be given unless the Company in writing from both
parties.



            (e) NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class or
certified mail, telex, telecopier, or reliable overnight delivery service:



                  (i) If to Friedman:



                            Emanuel J. Friedman

                            2120 Leroy Place



                                      -17-

<PAGE>   18



Washington, D.C.  20008


Telecopier No.:  (703) 312-9698






                  (ii) If to the Company:



                           MEGO Mortgage Corporation

                           Fifth Floor

                           1000 Parkwood Circle

                           Atlanta, Georgia  30339

                           Telecopier No.:  (800) 694-6346

                           Attention:  Edward B. Meyercord



         All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt acknowledged, if telecopied; and on the
next business day, if sent via a reliable overnight delivery service.



         (f) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties,
including without limitation and without the need for an express assignment,
subsequent Holders of Transfer Restricted Securities.



         (g) COUNTERPARTS. This Agreement may be executed in any number of
counterparts, by the parties hereto, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one
and the same agreement.



                                      -18-

<PAGE>   19



         (h) HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.



         (i) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA, WITHOUT REGARD TO THE CONFLICT
OF LAW RULES THEREOF.



         (j) SEVERABILITY. In the event that any one or more of the provisions
contained herein, or the application thereof, in any circumstances, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.



         (k) ENTIRE AGREEMENT. This Agreement together with the Purchase
Agreement, and the Placement Agreement (as defined in the Purchase Agreement) is
intended by the parties as a final expression of their agreement and intended to
be a complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter hereof. There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein with respect to the registration rights granted by the
Company with respect to the Transfer Restricted Securities. This Agreement
supersedes all prior agreements and understandings between the parties with
respect to such subject matter.





                                      -19-

<PAGE>   20




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








                                       MEGO MORTGAGE CORPORATION








                                       By: /s/ Jeffrey S. Moore
                                          -------------------------------------

                                          Name:  Jeffrey S. Moore

                                          Title: President and Chief Executive 
                                                 Officer











                                       EMANUEL J. FRIEDMAN





                                          /s/ Emanuel J. Friedman
                                       ----------------------------------------










                                      -20-