AMENDED AND RESTATED FOURTEENTH AMENDMENT

                    TO ASSIGNMENT AND ASSUMPTION AGREEMENT



This Amended and Restated Fourteenth Amendment (the "Amendment") to Assignment

and Assumption Agreement, by and between RER Corp., COMAY Corp., GROWTH REALTY

INC. and H&H FINANCIAL, INC. (the "Assignors") and MEGO FINANCIAL CORP.,

formerly named Mego Corp., (the "Assignee")



                                  WITNESSETH:



WHEREAS, the Assignors are parties to the Assignment Agreement dated October 25,

1987, with the Assignee, and the Assignment and Assumption Agreement, dated

February 1, 1988, between the Assignors and the Assignee, which two agreements

were amended by the Amendment to Assignment and Assumption Agreement dated July

29, 1988 and by the Second Amendment to Assignment and Assumption Agreement

dated as of March 2, 1995, the Third Amendment to Assignment and Assumption

Agreement dated as of August 20, 1997 and the Fourth, Fifth, Sixth, Seventh,

Eighth, Ninth, Tenth, Eleventh, Twelfth and Thirteenth amendments to Assignment

and Assumption Agreement dated as of February 26, 1999, May 28, 1999, August 9,

1999, November 20, 1999, January 31, 2000, April 30, 2000, August 31, 2000,

November 15, 2000, February 15, 2001 and June 29, 2001 respectively, between the

Assignors and the Assignee (collectively, the described agreements as so amended

are hereinafter referred to as the "Assignment"); and



     WHEREAS, the Assignment fixed the date of January 31, 1995 as the date on

which the accrual of amounts due to the Assignors under the Assignment would

terminate, except for interest on any of such amounts which remained unpaid; and



     WHEREAS, the amount due the Assignors as of January 31, 1995 was

$13,328,742.25, plus interest from January 28, 1995, in the amount of $9,322.57,

collectively, and with interest from January 31, 1995 to March 2, 1995 (the



"Amount Due"); and



     WHEREAS, $10,000,000 of the Amount Due was agreed to be considered

subordinated debt (the "Subordinated Debt"), against which payments were made as

follows: (i) $1,428,571.43 was paid on March 1, 1997 as scheduled, (ii)

$4,250,000 was deemed paid by credit against the exercise price of certain

warrants as is set forth in the Third Amendment, (iii) $35, 714.28 was paid on

September 1, 1998 and (iv) $75,000.00 was paid on May 1, 2001, leaving a

remaining balance of the Subordinated Debt of $4,210,714.29; and



     WHEREAS, the balance of the Subordinated Debt continues to be secured by a

pledge of all of the issued and outstanding common stock of Preferred Equities

Corporation (and any distributions in respect thereto) pursuant to a Pledge and

Security Agreement dated as of February 1, 1988 (the "Pledge Agreement") between

the Assignee and the Assignors; and



                                       1

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     WHEREAS, interest on the Subordinated Debt has been paid through March 1,

2001; and



     WHEREAS, on November 1, 2001, the Assignors entered into a Fourteenth

Amendment which, among other things, deferred the payment of the Subordinated

Debt from December 1, 2001 to February 1, 2002; and



     WHEREAS, the Assignees and Assignors have determined that the principal

amount as stated in the Fourteenth Amendment as $4,285,714.29 should have been

stated as and is agreed to be $4,210,714.29; and



     WHEREAS, the Assignee has requested that the Assignors further defer the

payment of principal of the Subordinated Debt payable on December 1, 2001, in

the total amount of $4,210,714.29, and interest due on said date to March 1,

2002; and



     WHEREAS, in order to correct the error in the Fourteenth Amendment and to

extend the maturity date of the Subordinated Debt to March 1, 2002, the Assignee

and Assignors desire to enter into this Amendment.



     NOW THEREFORE, in consideration of the mutual covenants herein contained it

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