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                                                                  EXHIBIT 10.169

                                FIFTH AMENDMENT
                     TO ASSIGNMENT AND ASSUMPTION AGREEMENT

This Fifth Amendment (the "Amendment") to Assignment and Assumption Agreement,
by and between RER CORP, COMAY CORP., GROWTH REALTY INC. and H&A 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 Amendment to
Assignment and Assumption Agreement dated as of August 10, 1997 and the Fourth
Amendment to Amendment to Assignment and Assumption Agreement dated as of
February 26, 1999, 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, 1993 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

         WHEREAS, interest on the Subordinated Debt has been paid through March
1, 1999; and


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         WHEREAS, under the terms of the Assignment, a payment in the amount of
$1,428,571.43, which originally was due on March 1, 1999, is presently due on
June 1, 1999; and

         WHEREAS, the Assignee has requested that the Assignors agree to
further defer the principal payment of $1,428.571.43, originally due on March
1, 1999, to September 1, 1999;

         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.       That the principal payment originally due on March 1, 1999 on
the Subordinated Debt in the amount of $1,428.571.43, and previously deferred
until June 1, 1999, is hereby further deferred until September 1, 1999.

         3.       The Assignee and Assignors agree that all amounts due to
Assignors pursuant to the Assignment as amended by this Agreement 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 remain in full force and
effect, and, except as modified herein, all unpaid payments of principal and
interest on the Subordinated Debt shall continue to be due and payable as set
forth in the Assignment.

         5.       It is agreed that this Amendment may be signed in
counterparts, and all such counterparts in the aggregate shall constitute one
agreement.

         IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of May 28, 1999.


                                    MEGO FINANCIAL CORP.


                                    By: /s/ JEROME J. COHEN
                                       -------------------------------
                                       Jerome J. Cohen, President


                                    RER CORP.

                                    By: /s/ [SIGNATURE]
                                       -------------------------------
                                               Title: President



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                                    COMAY CORP.

                                    By: /s/ [SIGNATURE]
                                       -------------------------------
                                               Title: President



                                    GROWTH REALTY INC.

                                    By: /s/ [SIGNATURE]
                                       -------------------------------
                                               Title: President



                                    H&H FINANCIAL, INC.

                                    By: /s/ [SIGNATURE]
                                       -------------------------------
                                               Title:




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