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                                 AMENDMENT NO. 3
                                       TO
                                    GUARANTY

This Amendment No. 3 (this "Amendment") dated December 1, 1999 amends the
Guaranty dated as of February 10, 1999 (the "Guaranty"), made by Aames
Financial Corporation (the "Guarantor") in favor of Greenwich Capital
Financial Products, Inc. (the "Lender"). Capitalized terms used herein and
not otherwise defined herein shall have the meanings set forth in the
Guaranty or, if not so defined therein, the Loan Agreement (as defined in the
Guaranty). The Guarantor and the Lender, for good and valuable consideration,
the receipt of and sufficiency of which are hereby acknowledged, enter into
this Agreement and agree as follows:

AMENDMENT

Effective as of December 1, 1999 Section 3(b)(iii) of the Guaranty is hereby
amended and restated in its entirety as follows:

         LIQUIDITY.  The aggregate amount of the Guarantor's cash, Cash
                  Equivalents and available borrowing capacity on unencumbered
                  assets that could be drawn against (taking into account
                  required haircuts) under committed warehouse or working
                  capital facilities, on a consolidated basis and on any given
                  day, shall be (a) prior to January 31, 2000, $5,000,000; and
                  (b) on and after February 1, 2000, $15,000,000.

REPRESENTATIONS

In order to induce the Lender to execute and deliver this Amendment, the
Guarantor hereby represents to the Lender that as of the date hereof, after
giving effect to this Amendment, (a) the representation and warranties set
forth in Section 3 of the Guaranty are and shall be and remain true and
correct and (b) the Guarantor is in full compliance with all of the terms and
conditions of the Guaranty.

MISCELLANEOUS

Except as specifically amended herein, the Guaranty shall continue in full
force and effect in accordance with its original terms. Reference to this
specific Amendment need not be made in the Guaranty or any other instrument
or document executed in connection therewith, or in any certificate, letter
or communication on issued or made pursuant to or with respect to the
Guaranty, any reference in any of such items to the Guaranty being sufficient
to the Guaranty as amended hereby.

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IN WITNESS WHEREOF, the Guarantor and the Lender have caused this Amendment
No. 3 to be duly executed and delivered as of the date first above written.

                                      AAMES FINANCIAL CORPORATION


                                      By:      /s/ David A. Sklar
                                         --------------------------------------
                                      Name:    David A. Sklar
                                      Title:   Executive Vice President and CFO



                                      GREENWICH CAPITAL FINANCIAL
                                      PRODUCTS, INC.


                                      By:      /s/ John C. Anderson
                                         --------------------------------------
                                      Name:    John C. Anderson
                                      Title:   Senior Vice President