<PAGE>   1
                                                                  EXHIBIT 10.228



                                TWELFTH AMENDMENT
                     TO ASSIGNMENT AND ASSUMPTION AGREEMENT

This Twelfth 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 and Eleventh 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 and November 15,
2000, 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, and (iii) $35, 714.28 was paid
on September 1, 1998, leaving a remaining balance of the Subordinated Debt of
$4,285,714.29; 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
<PAGE>   2


        WHEREAS, interest on the Subordinated Debt has been paid through
September 1, 2000; and

        WHEREAS, under the terms of the Assignment, all of the principal in the
amount of $4,285,714.29 will be due and payable on March 1, 2001; and

        WHEREAS, the Assignee has requested that the Assignors further defer the
payment of principal of the Subordinated Debt payable on March 1, 2001, in the
total amount of $4,285,714.29, to July 1, 2001.

        NOW THEREFORE, in consideration of the mutual covenants herein contained
it is hereby agreed as follows:

        1. The statements in the foregoing preamble are true and correct.

        2. The payments previously deferred to March 1, 2001, totaling in the
aggregate $4,285,714.29, and hereby deferred to July 1, 2001.

        3. The Assignee and Assignors agree that all amounts due to Assignors
pursuant to the Assignment as amended by this Amendment shall continue to be
secured as set forth in the Pledge Agreement and that the Pledge Agreement
remains in full force and effect.

        4. The Assignee and Assignors agree that this Amendment is an amendment
to the Assignment and not a novation, and that except as modified hereby, all
terms and conditions of the Assignment, including but not limited to provisions
with respect to the payment of interest and acceleration of the entire balance
of principal and interest if any payment is not made within 30 days of its due
date, shall remain in full force and effect.

        5. It is agreed that this Amendment may be signed in counterparts.

        IN WITNESS WHEREOF, the parties have duly executed this Amendment as of
February 15, 2001.

        MEGO FINANCIAL CORP.                       H&H Financial, Inc

        By:/s/ Jerome J. Cohen                     By:/s/ Herbert Hirsch
           ----------------------------------         --------------------------
              Jerome J. Cohen, President                 Title: President

        RER CORP.                                  Growth Realty Inc.

        By:/s/ Robert Nederlander                  By: s/s Eugene Schuste
           ----------------------------------          -------------------------
              Title: President                            Title: C.E.O.

        Comay Corp

        By:/s/ Jerome J. Cohen
           --------------------------
             Title: President

                                       2