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                                                                EXHIBIT 10.36(e)

                                FOURTH AMENDMENT
                    TO THE MASTER LOAN AND SECURITY AGREEMENT

                  Fourth Amendment, dated as of June 8, 2000 (this "AMENDMENT"),
to the Master Loan and Security Agreement, dated as of October 29, 1999 (as
previously amended, supplemented or otherwise modified, the "EXISTING LOAN
AGREEMENT", and as amended hereby, the "LOAN AGREEMENT"), between AAMES CAPITAL
CORPORATION (the "BORROWER"), and MORGAN STANLEY DEAN WITTER MORTGAGE CAPITAL
INC., formerly MORGAN STANLEY MORTGAGE CAPITAL INC., (the "LENDER").

                                    RECITALS

                  The Borrower and the Lender are parties to the Existing Loan
Agreement. Capitalized terms used but not otherwise defined herein shall have
the meanings given to them in the Existing Loan Agreement.

                  The Borrower and the Lender have agreed, subject to the terms
and conditions of this Amendment, that the Existing Loan Agreement be amended as
set forth herein.

                  Accordingly, the Borrower and the Lender hereby agree, in
consideration of the mutual premises and mutual obligations set forth herein,
that the Existing Loan Agreement is hereby amended as follows:


                  SECTION 1. AMENDMENT. Part I, paragraph (o) of Schedule 1 of
the Existing Loan Agreement is hereby amended by deleting such paragraph in its
entirety and substituting in lieu thereof the following new paragraph:

                           "(o) LTV. No Mortgage Loan which is a First Lien Loan
                           has an LTV greater than 90%; PROVIDED, that,
                           notwithstanding the foregoing, if such Mortgage Loan
                           is insured under a mortgage guaranty insurance
                           policy, the LTV shall not be greater than 97%. No
                           Mortgage Loan which is a Second Lien Loan has an LTV
                           greater than 100% (determined by taking the sum of
                           the first mortgage loan on the related Mortgage
                           Property and the unpaid principal balance of the
                           Second Lien Loan and treating such amount as the
                           amount of the Mortgage Loan)."


                  SECTION 2. CONDITIONS PRECEDENT. This Amendment shall become
effective on the date (the "AMENDMENT EFFECTIVE DATE") on which the following
conditions precedent shall have been satisfied:

                  2.1 DELIVERED DOCUMENTS. On the Amendment Effective Date, the
Lender shall have received the following documents, each of which shall be
satisfactory to the Lender in form and substance:


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                           (a) AMENDMENT. This Amendment, executed and
         delivered by a duly authorized officer of the Borrower and the Lender;

                           (b) OTHER DOCUMENTS. Such other documents as the
         Lender or counsel to the Lender may reasonably request.

                  2.2 NO DEFAULT. On the Amendment Effective Date, (i) the
Borrower shall be in compliance with all the terms and provisions set forth in
the Existing Loan Agreement on its part to be observed or performed, (ii) the
representations and warranties made and restated by the Borrower pursuant to
Section 3 of this Amendment shall be true and complete on and as of such date
with the same force and effect as if made on and as of such date and (iii) no
Default shall have occurred and be continuing on such date.


                  SECTION 3. REPRESENTATIONS AND WARRANTIES. The Borrower hereby
represents and warrants to the Lender that it is in compliance with all the
terms and provisions set forth in the Loan Documents on its part to be observed
or performed, and that no Default has occurred or is continuing, and hereby
confirms and reaffirms the representations and warranties contained in Section 6
of the Loan Agreement.


                  SECTION 4. LIMITED EFFECT. Except as expressly amended and
modified by this Amendment, the Existing Loan Agreement shall continue to be,
and shall remain, in full force and effect in accordance with its terms;
PROVIDED, HOWEVER, that reference therein and herein to the "Loan Documents"
shall be deemed to include, in any event, (i) the Existing Loan Agreement, (ii)
this Amendment, (iii) the Note and (iv) the Custodial Agreement. Each reference
to the Loan Agreement in any of the Loan Documents shall be deemed to be a
reference to the Loan Agreement as amended hereby.


                  SECTION 5. COUNTERPARTS. This Amendment may be executed by
each of the parties hereto on any number of separate counterparts, each of which
shall be an original and all of which taken together shall constitute one and
the same instrument.


                  SECTION 6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF.


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                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered as of the day and year first above
written.


                                BORROWER

                                AAMES CAPITAL CORPORATION



                                By  /s/ John Kohler
                                   ---------------------------------------------
                                    Name: John Kohler
                                    Title:  Executive Vice President


                                LENDER

                                MORGAN STANLEY DEAN WITTER MORTGAGE CAPITAL INC.
                                (FORMERLY MORGAN STANLEY MORTGAGE CAPITAL INC.)



                                By
                                   ---------------------------------------------
                                    Name:
                                    Title:


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