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                                                                   EXHIBIT 10.39
                                                                  EXECUTION COPY


                         RESIDUAL FORWARD SALE FACILITY

         Residual Forward Sale Facility (the "Agreement") dated as of August 31,
2000 between Aames Capital Corporation, a California corporation (the "Seller")
and Capital Z Investments L.P., a Bermuda partnership, (the "Purchaser").

         WHEREAS, in connection with Seller's periodic sponsorship of
securitizations of mortgage loans, excess cash flow securities and non-economic
residual interests are created;

         WHEREAS, Seller desires to sell without recourse certain of such excess
cash flow securities to Purchaser in connection with such securitizations;

         WHEREAS, Purchaser desires to purchase all such excess cash flow
securities as are offered for sale to Purchaser by Seller pursuant the terms of
this Agreement during the Sale Period which satisfy the conditions to purchase
set forth in this Agreement; and

         WHEREAS, Seller shall have no right or obligation to repurchase any
such excess cash flow securities offered hereby;

         NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter set forth and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller and Purchaser hereby agree
as follows:

1.       DEFINITIONS. Capitalized terms used herein shall have the meaning
ascribed to them in this Section.

         "Actual 90+ Delinquency Percentage (Rolling Three Month)" means, as to
any Securitization and any date of determination, the average of the percentages
obtained as of the last day of each of the three preceding calendar months (or
such fewer number of months since the related Initial Cut-off Date or Subsequent
Cut-off Date, as applicable, in the case of the first two months thereafter) by
dividing (i) the aggregate of the outstanding principal balances of all the
Mortgage Loans in the related Securitization that were 90 or more days
contractually delinquent, were in foreclosure or as to which the related
mortgaged property has been acquired by foreclosure or similar action as of the
last day of each such month, by (ii) the outstanding principal balances of all
Mortgage Loans in the Securitization as of the last day of the related month.

         "Actual Aggregate Loan Balance (Rolling Three Month)" means, as to any
Securitization and any date of determination, the average of the aggregate
outstanding principal balances of the Mortgage Loans in such Securitization as
of the last day of each of the three preceding calendar months (or such fewer
number of months since the related Initial Cut-off Date or Subsequent Cut-off
Date, as applicable, in the case of the first two months thereafter).

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         "Actual Excess Spread (Rolling Three Month)" means, as to any
Securitization and any date of determination, the average, over each of the
three preceding calendar months (or such fewer number of months since the
related Initial Cut-off Date or Subsequent Cut-off Date, as applicable, in the
case of the first two months thereafter), of (A) the monthly interest (including
any monthly advances in respect of interest made by the related servicer or
another party) received by the related Trust as of the last day of each related
calendar month, MINUS (B) the sum of (1) all monthly fees and expenses of the
related Trust payable out of cash flow, (2) all monthly interest payable to the
holders of the other Mortgage Backed Securities in such Securitization and (3)
losses on the related Mortgage Loans realized during such month.

         "Aggregate Cut-off Date Principal Balance" means with respect to any
Securitization and the related Mortgage Loans, the sum of the outstanding
principal balances of the Mortgage Loans as of the Initial Cut-off Date or
Subsequent Cut-off Date, as applicable.

         "Agreement" means this Agreement, including all exhibits attached
hereto, as the same may amended or supplemented from time to time.

         "Appraisal Guidelines" means the appraisal guidelines of Seller
attached hereto as SCHEDULE I together with any Approved Amendment.

         "Approved Amendment" means any amendment to the Appraisal Guidelines or
Underwriting Guidelines that Seller has furnished in writing to Purchaser and as
to which Purchaser has not furnished to Seller a written objection to such
amendment within 30 days after Purchaser received such amendment.

         "Approved Servicer" means any of Fairbanks Capital Corp., Countrywide
Home Loans, Inc. or Ocwen Federal Savings Bank, each of which shall remain an
Approved Servicer from the date hereof until the earlier of (i) March 31, 2001
and (ii) the date, if any, on which such Servicer no longer is rated an approved
servicer by Standard and Poor's Rating Services; and, thereafter, shall remain
an Approved Servicer for each successive three month period, provided that (i)
prior to the commencement of any such three-month period, the Purchaser shall
not have notified the Seller, in writing, of its reasonable objection to the
inclusion of any such servicer as an "Approved Servicer" hereunder and (ii) such
servicer shall continue to be rated an approved servicer by Standard and Poor's
Rating Services.

         "Business Day" means a day upon which banks in New York, New York are
open for business.

         "Certificate" means a definitive certificate representing a percentage
interest in the Securities issued by a Trust.

         "Closing Date" means the date of the execution of this Agreement.

         "Collateral Tape" means either the Preliminary Collateral Tape or Final
Collateral Tape.

         "Delinquency Assumption" means (i) with respect to the Offering
Document Collateral Pool, the weighted average (based upon the Initial Cut-off
Date principal balances of the


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Mortgage Loans in the related Securitization) of the delinquency rate identified
on Exhibit A attached to the applicable Purchase Request and (ii) with respect
to the Final Collateral Pool, the weighted average (based upon the principal
balances of the Mortgage Loans in the related Securitization as of the Initial
Cut-off Date or Subsequent Cut-off Date, as applicable) of the delinquency rates
identified on Exhibit A attached to the applicable Reconciliation Notice.

         "Designee" means a person in whose name Purchaser instructs Seller to
cause the registration of one or more classes of Securities or percentage
interests therein.

         "Discount Rate" means 15% per annum, on a monthly yield basis.

         "Excess Cash Flow Securities" means, with respect to any
Securitization, the class of Mortgage Backed Securities issued in such
Securitization that (i) is a "regular interest" in a REMIC created thereby (ii)
is entitled to receive distributions on any distribution date only after all
other required distributions on all classes of Mortgage Backed Securities rated
at least investment grade by one national statistical rating organization at the
time of issuance are made on such distribution date and (iii) bears losses on
the Mortgage Loans before such Mortgage Backed Securities issued in such
Securitization.

         "Fee Letter" means the letter, dated the date of this Agreement,
between the Seller and Capital Z Management, LLC, providing for payment of a
Transaction Fee and a Termination Fee, subject to the conditions stated herein.

         "Final Collateral Pool" means with respect to a Securitization, the
statistical information relating to the Mortgage Loans included in the
calculation of the Aggregate Cut-off Date Principal Balance as provided to
Purchaser in connection with the applicable Reconciliation Notice.

         "Final Collateral Tape" means, with respect to any Securitization, an
electronic file containing a breakdown of all Mortgage Loans included in such
Securitization that contains such data relating to the Mortgage Loans as Seller
customarily includes for the benefit of the rating agencies rating the related
Mortgage Backed Securities and the monoline insurer of such Mortgage Backed
Securities, if any.

         "Final Purchase Price" means with respect to a Securitization, the
discounted present value of the cash flows projected to be paid to the holder(s)
of the Excess Cash Flow Securities sold on a Sale Date from the Sale Date
through the earlier of the first optional redemption date, if any, or through
their maturity using the Modeling Assumptions and based upon the Final
Collateral Pool.

         "Funding Date" means with respect to any Statistical Mortgage Loan
Securitization, the latest to occur of (i) the last date on which amounts on
deposit in a segregated trust account may be applied to purchase additional
Mortgage Loans by the Trust or (ii) either (a) if statistical information
relating to the Mortgage Loans is presented in the Offering Document as of a
date other than the Initial Cut-off Date or (b) the Mortgage Loans included in
the pool of collateral


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backing such Securitization on the Securitization Date is different from the
pool disclosed to Seller in the final Preliminary Collateral Tape, the
Securitization Date.

         "Indemnified Taxes" means any and all Taxes imposed by the United
States of America pursuant to Sections 871(a) or 881(a) of the Internal Revenue
Code of 1986, as amended, or any successor provision thereto (the "Code"), on
any payments to be made on Excess Cash Flow Securities held by the Purchaser
issued in a Securitization, if such payments would have qualified for the
portfolio interest exception of Code Section 871(h) or Code Section 881(c) but
for Seller owning (or being treated as owning) all or a portion of the REMIC
residual interests issued in such Securitization.

         "Initial Cut-off Date" means, with respect to any Securitization, the
date on or after which the related Trust is entitled to receive payments on the
related Mortgage Loans included in such Trust on the Securitization Date.

         "Insolvency Event" means, with respect to either party (i) the filing
by such party of any petition or commencing any case or proceeding under any
state or federal law relating to insolvency or bankruptcy with respect to such
party, (ii) such party's consent to the entry of a decree or order for relief in
an involuntary case or proceeding under any state or federal bankruptcy or
insolvency law, (iii) the entry against such party of a decree or order by a
court or agency or supervisory authority having jurisdiction in the premises for
the appointment of a trustee, conservator, receiver or liquidator in any
insolvency, readjustment of debt, marshalling of assets and liabilities or
similar proceedings, or for the winding up or liquidation of its affairs, and
the continuance of any such decree or order unstayed and in effect for a period
of 60 consecutive days, (iv) such party's making a general assignment for the
benefit of its creditors, or (v) such party's admission in writing of its
inability to pay its debts as they come due.

         "Lien" means a lien, pledge, charge, encumbrance, security interest, or
adverse claim of any nature.

         "Loss Assumption" means (i) with respect to the Offering Document
Collateral Pool, the weighted average (based upon the Initial Cut-off Date
outstanding principal balances of the Mortgage Loans) of the loss rate
identified on Exhibit A attached to the applicable Purchase Request and (ii)
with respect to the Final Collateral Pool, the weighted average (based upon the
outstanding principal balances of the Mortgage Loans as of the Initial Cut-off
Date or Subsequent Cut-off Date, as applicable) of the loss rates identified on
Exhibit A attached to the applicable Reconciliation Notice.

         "Material Adverse Effect" means, a material adverse effect on the
Seller and its subsidiaries taken as a whole with respect to any of the
following: (x) its condition, financial or otherwise, (y) its earnings, business
affairs or business prospects, or (z) its ability to own it properties or to
conduct its business or to enter into or perform its obligations under this
Agreement or any other material contract.

         "Maximum Amount" means $75,000,000.


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         "Modeling Assumptions" means, collectively, the Discount Rate, the Loss
Assumption, the Delinquency Assumption and the Prepayment Assumption, each as
defined in this Section.

         "Mortgage Backed Securities" means securities issued by or on behalf of
a Trust representing interests in, or secured by, Mortgage Loans.

         "Mortgage Loans" means first and junior lien mortgage loans or deeds of
trust (including any note or instrument of indebtedness related thereto) (i)
secured by real property (including condominiums, townhouses and manufactured
housing) located within the United States and (ii) underwritten in all material
respects in accordance with the Underwriting Guidelines.

         "Offering Document Collateral Pool" means the statistical information
relating to the Mortgage Loans set forth in the Offering Document provided to
Purchaser in connection with the applicable Purchase Request.

         "Offering Document" means, with respect to any Securitization, the
final prospectus or final placement memorandum describing the related Mortgage
Backed Securities and the provisions of the Pooling and Servicing Agreement.

         "Pooling and Servicing Agreement" means, with respect to any
Securitization, the pooling and servicing agreement, trust agreement, indenture
or other similar agreement pursuant to which Mortgage Backed Securities are
issued in such Securitization.

         "Preliminary Collateral Tape" means, with respect to any
Securitization, an electronic file containing a breakdown of all Mortgage Loans
being proposed by Seller to be included in such Securitization that contains
such data relating to the Mortgage Loans as Seller customarily includes for the
benefit of the rating agencies rating the related Mortgage Backed Securities and
the monoline insurer of such Mortgage Backed Securities, if any.

         "Preliminary Purchase Price " means an amount equal to the discounted
present value of the cash flows projected to be paid to the holder(s) of the
Excess Cash Flow Securities sold on a Sale Date from the Sale Date through the
earlier of the first optional redemption date, if any, or through their maturity
using the Modeling Assumptions and based upon the Offering Document Collateral
Pool.

         "Prepayment Assumption" means (i) with respect to the Offering Document
Collateral Pool, the weighted average (based upon the Initial Cut-off Date
outstanding principal balances of the Mortgage Loans) of the prepayment rates
identified on Exhibit A attached to the applicable Purchase Request and (ii)
with respect to the Final Collateral Pool, the weighted average (based upon the
outstanding principal balances of the Mortgage Loans as of the Initial Cut-off
Date or Subsequent Cut-off Date, as applicable) of the prepayment rates
identified on Exhibit A attached to the applicable Reconciliation Notice.

         "Projected 90+ Delinquency Percentage (Rolling Three Month)" means, as
to any Securitization and any date of determination, the average of the
percentages obtained as of the last day of each of the three preceding calendar
months (or such fewer number of months since the related Initial Cut-off Date or
Subsequent Cut-off Date, as applicable, in the case of the first


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two months thereafter) by dividing (i) the aggregate of the outstanding
principal balances of all the Mortgage Loans in the related Securitization that
were projected to be 90 or more days contractually delinquent, in foreclosure or
as to which the related mortgaged property has been acquired by foreclosure or
similar action as of the last day of each such month, by (ii) the projected
outstanding principal balances of all Mortgage Loans in the Securitization as of
the last day of the related month, such projections being based upon the
Modeling Assumptions used to calculate the Final Purchase Price for the
Securities of such Securitization purchased by Purchaser.

         "Projected Excess Spread (Rolling Three Month)" means, as to any
Securitization and any date of determination, the average, over each of the
three preceding calendar months (or such fewer number of months since the
related Initial Cut-off Date or Subsequent Cut-off Date, as applicable, in the
case of the first two months thereafter) of (A) the monthly interest (including
any monthly advances in respect of interest made by the related servicer or
another party) projected to be received by the related Trust as of the last day
of each related calendar month MINUS (B) the sum of (1) all monthly fees and
expenses of the related Trust payable out of cash flow, (2) all monthly interest
payable to the holders of the other Mortgage Backed Securities in such
Securitization and (3) losses on the related Mortgage Loans realized during such
month, such projections being based upon the Modeling Assumptions used to
calculate the Final Purchase Price for the Securities of such Securitization
purchased by Purchaser.

         "Projected Loan Balance (Rolling Three Month)" means, as to any
Securitization and any date of determination, the projected aggregate
outstanding principal balance of the Mortgage Loans in such Securitization as of
the last day of each of the three preceding calendar months (or such fewer
number of months since the related Initial Cut-off Date or Subsequent Cut-off
Date, as applicable, in the case of the first three months thereafter), based
upon the related Modeling Assumptions used to calculate the Final Purchase Price
for the Securities of such related Securitizations purchased by Purchaser.

         "Purchase Request" means a notice, substantially in the form of EXHIBIT
A, sent by Seller to notify Purchaser of a Sale Date.

         "Reconciliation Notice" means a notice from Seller to Purchase setting
forth the information required by Section 2.5.

         "Sale Date" means a Business Day during the Sale Period identified by
Seller in the related Purchase Request, which shall be on or after the related
Securitization Date.

         "Sale Period" means the period beginning on and including September 1,
2000 until and through the earliest to occur of (i) September 30, 2002, (ii) the
date on which the amount paid by Purchaser to Seller in respect of Securities at
least equals the Maximum Amount or (iii) a Termination Event.

         "Securities" means, with respect to a Sale Date, the Excess Cash Flow
Securities to be purchased by Purchaser on such Sale Date.


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         "Securitization Date" means, with respect to a Securitization, the date
of the issuance of one or more classes of Securities pursuant to the related
Pooling and Servicing Agreement.

         "Securitization Documents" means, with respect to any Securitization,
the Offering Document, comfort letters and the opinion of issuer's counsel
delivered in connection with the issuance of the Mortgage Backed Securities,
including any true sale opinion, corporate opinion and tax opinion.

         "Securitization" means the issuance of Mortgage Backed Securities in a
public offering or private placement, including securities sold pursuant to Rule
144A of the Securities Act of 1933, as amended, directly or through an
underwriter or initial purchaser to third-party investors other than through the
issuance of securities to a commercial paper conduit program.

         "Statistical Mortgage Loan Securitization" means a Securitization as to
which any of (i) a portion of the proceeds of the Securities are deposited in a
segregated trust account to be applied to the purchase of additional Mortgage
Loans following the Securitization Date or (ii) the statistical information
relating to the Mortgage Loans is presented in the related Offering Document as
of a date other than the Initial Cut-off Date or (iii) the Mortgage Loans
included in the pool of collateral backing such Securitization on the
Securitization Date is different from the pool disclosed to Seller in the
Preliminary Collateral Tape.

         "Subsequent Cut-off Date" means, with respect to any Securitization and
any Mortgage Loans not included in the related Trust on the Securitization Date,
the date on or after which the related Trust is entitled to receive payments on
such Mortgage Loans.

         "Taxes" means any present or future taxes, levies, imposts, duties,
charges, assessments or fees or any nature (including interest, penalties, and
additions thereto) that are imposed by any government or other taxing authority.

         "Termination Event" shall mean, with respect to a Sale Date, the
occurrence prior thereto and continuation to such Sale Date of (i) an Insolvency
Event with respect to Seller or a Trust (ii) an event of default under any of
Seller's publicly issued debt, (iii) the acceleration of any obligation of
Seller for borrowed money in a principal amount in excess of $1,000,000, (iv)
the breach by Seller of any representation, warranty or covenant contained
herein, which breach has remained uncured for greater than 10 Business Days, (v)
the occurrence and continuation of an event that has a Material Adverse Effect
on the Seller, as determined by the Purchaser, (vi) the failure to pay when due
any amount owed by the Seller to the Purchaser hereunder within five days after
written notice, or (vii) the sum of (a) the aggregate Final Purchase Prices paid
by Purchaser plus (b) any outstanding Preliminary Purchase Price that has not
become a Final Purchase Price plus (c) without duplication, any amounts retained
by the Seller, including accrued interest, pursuant to clause (ii) of the second
to last sentence of Section 2.5, exceeding the Maximum Amount at any time.

         "Termination Fee" as defined in the Fee Letter.

         "Transaction Fee" as defined in the Fee Letter.


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         "Trust" means a trust created by a Pooling and Servicing Agreement.

         "Trustee" means the trustee of a Trust.

         "Underwriting Guidelines" means the underwriting guidelines of Seller
attached hereto as SCHEDULE II together with any Approved Amendment.


2.       PURCHASE AND SALE OF SECURITIES.

         2.1      CLOSING DATE. On the Closing Date, (i) Seller will deliver to
                  Purchaser an executed copy of this Agreement, a legal opinion
                  of Seller's counsel and an officer's certificate, each in form
                  and substance reasonably satisfactory to Purchaser and (ii)
                  Purchaser will deliver to Seller an executed copy of this
                  Agreement, a legal opinion of Purchaser's counsel in such form
                  as shall have been agreed to by the parties hereto and, an
                  officer's certificate, each in form and substance reasonably
                  satisfactory to Seller. On the Initial Sale Date, Purchaser
                  will deliver to Seller a legal opinion of Purchaser's counsel
                  in such form as shall have been agreed to by the parties
                  hereto.

         2.2      COLLATERAL TAPES. Seller shall furnish to Purchaser a
                  Preliminary Collateral Tape five Business Days after the
                  expected Initial Cut-off Date for a Securitization (or on such
                  later date as such Preliminary Collateral Tape is made
                  available to the rating agencies rating the related Mortgage
                  Backed Securities). From time to time thereafter, Seller shall
                  furnish to Purchaser additional Preliminary Collateral
                  Tape(s), if any, at the time such Collateral Tape is furnished
                  to the rating agencies rating the related Mortgage Backed
                  Securities and/or to the monoline insurer. On the Business Day
                  prior to the related Securitization Date, or, if such
                  Securitization is a Statistical Mortgage Loan Securitization,
                  within 5 Business Days after the Funding Date, Seller shall
                  furnish to Purchaser the Final Collateral Tape. If the
                  Modeling Assumptions applicable to either the Preliminary
                  Purchase Price or the Final Purchase Price vary on account of
                  changes in the underlying collateral, Seller shall furnish to
                  Purchaser such revised Modeling Assumptions upon delivery of
                  the applicable Preliminary Collateral Tape or Final Collateral
                  Tape.

         2.3      PURCHASE PROCEDURES. At least 14 Business Days prior to each
                  Sale Date, Seller shall deliver to Purchaser a Purchase
                  Request setting forth (i) the Sale Date, (ii) the classes and
                  percentage interests of the Securities to be purchased by
                  Purchaser (iii) the Preliminary Purchase Price relating to the
                  Securities to be delivered on such Sale Date which shall be
                  limited to Excess Cash Flow Securities and (iv) the
                  representation by the Seller set forth in Section 5.11 of this
                  Agreement. In addition, as soon as each shall become
                  available, Seller shall promptly deliver to Purchaser a copy
                  of the Offering Document and a copy of the final Pooling and
                  Servicing Agreement and shall promptly deliver to the
                  Purchaser the latest drafts of such documents as each shall
                  become available. In connection with each Purchase Request,
                  Seller shall provide Purchaser such


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                  information as shall demonstrate to Purchaser's reasonable
                  satisfaction the method and data (including the Modeling
                  Assumptions) used by Seller to calculate the Preliminary
                  Purchase Price. On or prior to the second Business Day prior
                  to the Sale Date, Purchaser shall notify Seller in writing
                  of any Designees for any class of Securities and their
                  respective Certificate percentage interests. Certificates
                  shall be issued to, and registered in the name of, such
                  Designee(s) only if Seller shall have received from
                  Purchaser executed letters for each such Designee in the
                  form required by the Pooling and Servicing Agreement and the
                  related Trustee, as applicable to the class of Securities to
                  be issued in such Designee's name. If Purchaser does not
                  allocate all of the percentage interests in the Securities
                  to Designees, such percentage interest as is unallocated
                  shall be the percentage of the Certificate(s) (if any)
                  delivered to Purchaser in Purchaser's name.

         2.4      SALE DATE SALE. On each Sale Date, subject to the terms and
                  conditions herein set forth (i) Seller shall cause the related
                  Trust to register in the name of Purchaser or, subject to the
                  satisfaction of the conditions set forth in Section 2.3, any
                  Designee(s) the Securities being sold to Purchaser on such
                  Sale Date and (ii) Purchaser shall purchase from Seller all
                  such Securities for the Preliminary Purchase Price identified
                  in the Purchase Request. Purchaser shall transfer the
                  Preliminary Purchase Price in respect of the Securities
                  delivered to Purchaser on such Sale Date by wire transfer of
                  immediately available funds to the wire account identified in
                  the Purchase Request.

         2.5      PURCHASE PRICE RECONCILIATION. Seller shall deliver to
                  Purchaser, no more than 5 Business Days after either the Sale
                  Date or, in the case of a Statistical Mortgage Loan
                  Securitization, the Funding Date, a Reconciliation Notice
                  setting forth the Final Purchase Price relating to the
                  Securities sold to Purchaser on the last preceding Sale Date.
                  In connection with each Reconciliation Notice, Seller shall
                  provide Purchaser such information as shall demonstrate to
                  Purchaser's reasonable satisfaction the method and data
                  (including the Modeling Assumptions) used by Seller to
                  calculate the Final Purchase Price. If the applicable Final
                  Purchase Price is greater than the applicable Preliminary
                  Purchase Price, Purchaser shall pay to Seller an amount equal
                  to the difference plus interest on such amount at a rate of
                  10% per annum accruing from the date 20 days following the
                  Sale Date to the date of payment thereof. If the applicable
                  Preliminary Purchase Price is greater than the applicable
                  Final Purchase Price, Seller shall either (i) pay to Purchaser
                  an amount equal to the difference plus interest on such amount
                  at a rate of 10% per annum accruing from the Sale Date to the
                  date of payment thereof, or (ii) retain the difference, which
                  amount, plus interest thereon accrued at a rate of 10% per
                  annum accruing from the Sale Date to the next succeeding Sale
                  Date, will be applied against the Maximum Amount. Any payment
                  pursuant to this Section shall be made on or before the 14th
                  Business Day following the date of the delivery of the
                  Reconciliation Notice in accordance with the wire instructions
                  provided to the paying party by the party to which any such
                  payment is owed.


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         2.6      TERMINATION FEE. If, prior to September 30, 2002, Seller has
                  not offered for sale to Purchaser Securities with an aggregate
                  Final Purchase Price at least equal to $35,000,000, then
                  Seller shall pay to Capital Z Management, LLC the Termination
                  Fee; PROVIDED, HOWEVER, that no payment shall be made pursuant
                  to this Section in the event that (i) Purchaser has failed to
                  purchase any Securities under circumstances in which Purchaser
                  was obligated to do so pursuant to this Agreement, (ii) an
                  Insolvency Event has occurred with respect to Purchaser or
                  (iii) Purchaser has breached of any of its material
                  obligations, representations or warranties contained herein or
                  in any document delivered in connection herewith, in which
                  case Seller shall be entitled to offset against the
                  Termination Fee the amount of any losses, claims, or damages
                  incurred by Seller as a result of such breach (including the
                  reasonable costs of investigation and attorneys' fees and
                  disbursements).

         2.7      MONITORING FEES. Seller agrees to reimburse Purchaser for all
                  reasonable third party monitoring, accounting and structuring
                  fees incurred in connection with the operation of this
                  Agreement as indicated in invoice setting forth in reasonable
                  detail the services provided to Purchaser, provided, however,
                  such reimbursable expenses shall be limited to $75,000 per
                  annum.

3.       CONDITIONS PRECEDENT TO SALE. Seller's obligation to sell Securities on
         a Sale Date shall be subject to the fulfillment of the following
         conditions:

         3.1      INVESTMENT LETTERS. On or prior to such Sale Date, Purchaser
                  has delivered to Seller and the related Trustee (i) letter(s),
                  in the form required by the Pooling and Servicing Agreement,
                  executed by each Designee (if Certificates shall be registered
                  such Designee's name) and (ii) any other transfer-related
                  document required by the Securitization Documents, each in
                  form and substance reasonably satisfactory to Seller.

         3.2      PURCHASER'S REPRESENTATIONS AND WARRANTIES. Each of
                  Purchaser's representations and warranties, as contained
                  herein, shall be true and complete as of such Sale Date and no
                  Insolvency Event shall have occurred and be continuing as of
                  such Sale Date.

4.       CONDITIONS PRECEDENT TO PURCHASE. Purchaser's obligation to purchase
         Securities on a Sale Date shall be subject to the fulfillment of the
         following conditions:

         4.1      SECURITIZATION DOCUMENTS. On or prior to each such Sale Date,
                  (i) Seller has delivered to Purchaser copies of each of the
                  Securitization Documents and, if completed, the Pooling and
                  Servicing Agreement, otherwise the most recent draft of the
                  Pooling and Servicing Agreement, (ii) the structure of the
                  transaction, the cash flow priorities reflected in such
                  Securitization Documents and any other material terms and
                  conditions of the Securitization shall have been accurately
                  described in all material respects in the related Offering
                  Document previously


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                  delivered to Purchaser in connection with the applicable
                  Purchase Request and (iii) the opinions of issuer's counsel
                  delivered in connection with the related Securitization
                  shall either be addressed to Purchaser or a reliance letter
                  entitling Purchaser to rely upon such opinion letters shall
                  have been delivered to Purchaser.

         4.2      TRANSACTION FEE. On or prior to the initial Sale Date, Seller
                  has paid to Capital Z Management, LLC the Transaction Fee.

         4.3      DELIVERY OF SECURITIES. The Seller shall have delivered to
                  Purchaser the Certificates in the percentages requested by
                  Purchaser in definitive form and registered in the name of
                  Purchaser and/or, subject to the satisfaction of the
                  conditions set forth in Section 2.2, any Designee(s).

         4.4      NO EVENT OF TERMINATION. As of each such Sale Date, no
                  Termination Event shall have occurred and be continuing.

         4.5      SELLER'S REPRESENTATIONS AND WARRANTIES. Each of Seller's
                  representations and warranties, as contained herein, shall be
                  true and complete as of each such Sale Date.

         4.6      PERFORMANCE OF MORTGAGE LOANS. With respect to each
                  Securitization underlying any Securities sold by Seller to
                  Purchaser on previous Sale Dates:

                  (i)      the Actual Excess Spread (Rolling Three Month) of
                           each such Securitization as of such Sale Date, is
                           equal to or greater than 92% of the related Projected
                           Excess Spread (Rolling Three Month) for the related
                           Securitization as of such Sale Date;

                  (ii)     the Actual 90+ Delinquency Percentage (Rolling Three
                           Month) of each such Securitization as of such Sale
                           Date, does not exceed the related Projected 90+
                           Delinquency Percentage (Rolling Three Month) for the
                           related Securitization as of such Sale Date, by more
                           than two percentage points; and

                  (iii)    the Actual Aggregate Loan Balance (Rolling Three
                           Month) of each such Securitization as of such Sale
                           Date, is equal to or greater than 92% of the related
                           Projected Loan Balance (Rolling Three Month) for the
                           related Securitization as of such Sale Date.

         4.7      NO CHANGE IN TAX LAW. After the date of this Agreement and on
                  or before such Sale Date, there shall not have been any change
                  in United States tax law (including any change in the Internal
                  Revenue code and the applicable Treasury regulations, or any
                  issuance of any administrative or judicial interpretation of
                  such Code or regulations) that would materially increase the
                  risk, in the reasonable


                                      -11-
<PAGE>

                  judgement of the Purchaser, that any payments made to the
                  Purchaser with respect to such Securities will become
                  subject to tax in the United States.

5.       SELLER'S REPRESENTATIONS AND WARRANTIES. As of the date of the
         Agreement and each Sale Date, Seller makes the following
         representations and warranties.

         5.1      BINDING AGREEMENT. Seller is duly organized, existing and in
                  good standing as a corporation under the laws of California,
                  Seller's execution, delivery and performance of this Agreement
                  are within Seller's corporate powers and have been duly
                  authorized by all necessary corporate action, this Agreement
                  is the legal, valid and binding obligation of Seller
                  enforceable against Seller in accordance with its terms,
                  subject to the effect of bankruptcy, insolvency,
                  reorganization, moratorium and other similar laws relating to
                  or affecting creditors' rights generally or the application of
                  equitable principles in any proceeding, whether at law or in
                  equity; and this Agreement will not violate the terms of
                  Seller's certificate of incorporation or bylaws or cause a
                  breach of any material indenture, agreement or undertaking to
                  which Seller is bound.

         5.2      QUALIFICATIONS, PERMITS. Seller is duly qualified to transact
                  business as a foreign corporation in each jurisdiction in
                  which such qualification is required in connection with
                  Seller's performance of this Agreement and has all necessary
                  licenses, permits and consents to conduct its business as
                  presently conducted and to perform its obligations under this
                  Agreement.

         5.3      APPROVALS AND NOTICES. Except for any filings or notices
                  identified in the Securitization Documents, no approval or
                  other action by, or notice to or filing with any governmental
                  authority or any other entity is required of Seller in
                  connection with the transactions contemplated by the
                  Agreement.

         5.4      NO LEGAL VIOLATION. Performance of the Agreement by Seller
                  will not violate any order of any court or governmental body
                  having competent jurisdiction or any law or regulation that
                  applies to Seller.

         5.5      NO BROKERS OR FINDERS. Seller has not employed any investment
                  banker, broker or finder who might be entitled to a fee or
                  commission in connection with the transactions contemplated by
                  the Agreement.

         5.6      VALID ISSUANCE. As of such Sale Date, the Securities delivered
                  to Purchaser on such Sale Date shall be duly authorized and,
                  if paid for in accordance with the terms hereof, shall be
                  validly issued and outstanding and entitled to the benefits of
                  the related Pooling and Servicing Agreement.

         5.7      SECURITIES ACT. Assuming that the Securities are offered and
                  sold in the manner contemplated in this Agreement and in the
                  Securitization Documents, the Securities are not required to
                  be registered under Section 5 of the Securities Act of


                                      -12-
<PAGE>

                  1933, as amended (the "Act") in connection with the offer,
                  issuance, sale and delivery thereof as contemplated by this
                  Agreement and neither Seller, nor any affiliate or agent
                  acting on its behalf, has taken or will take any action
                  which would subject the offer, issuance, sale or delivery of
                  the Securities to the provisions of Section 5 of the Act or
                  to the registration provisions of any state securities laws
                  of any applicable jurisdiction.

         5.8      NO INTEGRATION. Neither Seller, nor anyone authorized to act
                  on its behalf has offered, transferred, pledged, sold or
                  otherwise disposed of any Security, any interest in any
                  Security or any other security similar to the Securities, or
                  solicited any offer to buy or accept a transfer, pledge or
                  other disposition of any Security, any interest in any
                  Security or any such other similar security from, or otherwise
                  approached or negotiated with respect to any Security, any
                  interest in any Security or any such other similar security
                  with, any person in any manner, or made any general
                  solicitation by means of general advertising or in any other
                  manner, or taken any other action, that would constitute a
                  distribution of the Securities under the Act, or that would
                  render the disposition of any Security by Purchaser a
                  violation of Section 5 of the Act or any state securities law,
                  or require registration or qualification pursuant thereto, nor
                  will Seller act, nor has Seller authorized and nor will Seller
                  authorize any person to act, in such manner with respect to
                  any Security.

         5.9      COLLATERAL POOL. With respect to the Securities sold on each
                  Sale Date (i) no more than 10% of the related Mortgage Loans
                  shall, as of the applicable Sale Date, have been rejected from
                  a whole loan sale as a result of a failure to comply with the
                  Underwriting Guidelines, the Appraisal Guidelines or
                  applicable local, state and federal laws and regulations
                  (including, without limitation, the federal Truth-in-Lending
                  Act and other consumer protection laws, real estate settlement
                  procedure, usury, equal credit opportunity, disclosure and
                  recording laws and regulations) and (ii) the Modeling
                  Assumptions applicable to the Final Purchase Price shall not
                  vary from the Modeling Assumptions applicable to the
                  Preliminary Purchase Price.

         5.10     SECURITIZATION REPRESENTATIONS. With respect to the Securities
                  sold on a Sale Date, the representations and warranties
                  relating to the related Mortgage Loans made by the Seller in
                  the applicable Pooling and Servicing Agreement shall have been
                  true and complete in all material respects as of the date such
                  representations and warranties were made; PROVIDED, HOWEVER,
                  that this representation shall not be deemed to have been
                  breached unless the aggregate principal balance of Mortgage
                  Loans required to be repurchased by Seller under such Pooling
                  and Servicing Agreement exceeds 0.5% of the Aggregate Cut-off
                  Date Principal Balance.

         5.11     PURCHASE PRICE MODELING ASSUMPTIONS. With respect to the
                  Securities sold on a Sale Date, Seller's calculation of the
                  Preliminary Purchase Price and the Final Purchase Price, the
                  Prepayment Assumption, the Delinquency Assumption and the


                                      -13-
<PAGE>

                  Loss Assumption indicated in the related Purchase Request or
                  Reconciliation Notice, as the case may be, are in all
                  material respects the same assumptions that are then
                  currently used by the Seller in connection with its
                  valuation of assets owned by it that are backed by mortgage
                  loans having similar characteristics as the Mortgage Loans
                  underlying or collateralizing the Securities that are the
                  subject of such Purchase Request or Reconciliation Notice
                  (weighted by principal balance of the Mortgage Loans to
                  reflect the applicable collateral mix).

         5.12     TITLE. Immediately prior to the transfer of the Securities to
                  the Purchaser as contemplated by this Agreement, the Seller
                  will have good title to and will be the sole owner and holder
                  of each Security, free and clear of all Liens, and will have
                  the power and authority to transfer such Securities to the
                  Purchaser; and, upon delivery of such Securities and the
                  payment therefor by the Purchaser, the Purchaser will have
                  acquired all of the Seller's right, title and interest in and
                  to the Securities free and clear of any Lien.

         5.13     TAXES, FEES AND OTHER CHARGES. Any taxes, fees and other
                  governmental charges in connection with the execution delivery
                  and issuance of this Agreement and any Security by Seller have
                  been or will have been paid by the Seller prior to the sale
                  date to the extent required by law.

         5.14     OFFERING DOCUMENT. As of the Purchase Date, the Offering
                  Document, will not contain any untrue statement of a material
                  fact or omit to state a material fact necessary to make the
                  statement therein, in the light of the circumstances under
                  which they were made, not misleading.

         5.15     SECURITIZATION STRUCTURE. Seller will use its commercially
                  reasonable efforts to consult with Purchaser in connection
                  with the structuring of each Securitization.

         5.16     PROVIDING OF INFORMATION. The Seller will use its commercially
                  reasonable efforts to provide to Purchaser, in connection with
                  any Securities sold by Seller to Purchaser on previous Sale
                  Dates, (i) on a monthly basis, monthly balance reports for the
                  Mortgage Loans of the related Securitizations providing the
                  information reasonably sufficient to calculate the amounts and
                  percentages set forth in Section 4.6 hereof and (ii) on a
                  quarterly basis, projected future cash flows of the Excess
                  Cash Flow Securities sold by Seller to Purchaser on previous
                  Sale Dates, based upon the Modeling Assumptions used to
                  calculate the Final Purchase Price for such Excess Cash Flow
                  Securities.

6.       PURCHASER' REPRESENTATIONS AND WARRANTIES. As of the date of the
         Agreement and each Sale Date, Purchaser makes the following
         representations and warranties:


                                      -14-
<PAGE>

         6.1      BINDING AGREEMENT. Purchaser is duly organized, existing and
                  in good standing as a partnership under the laws of Bermuda,
                  Purchaser's execution, delivery and performance of this
                  Agreement are within Purchaser's partnership agreement and
                  have been duly authorized by all necessary partnership action,
                  this Agreement is the legal, valid and binding obligation of
                  Purchaser enforceable against Purchaser in accordance with its
                  terms, subject to the effect of bankruptcy, insolvency,
                  reorganization, moratorium and other similar laws relating to
                  or affecting creditors' rights generally or the application of
                  equitable principles in any proceeding, whether at law or in
                  equity; and this Agreement will not violate the terms of
                  Purchaser's partnership agreement or cause a breach of any
                  material indenture, agreement or undertaking to which
                  Purchaser is bound.

         6.2      QUALIFICATIONS, PERMITS. Purchaser is duly qualified to
                  transact business in New York and has all necessary licenses,
                  permits and consents to perform its obligations under this
                  Agreement.

         6.3      APPROVALS AND NOTICES. No approval or other action by, or
                  notice to or filing with any governmental authority or any
                  other entity is required to be obtained by Purchaser in
                  connection with the transactions contemplated by the
                  Agreement.

         6.4      NO LEGAL VIOLATION. Performance of the Agreement by Purchaser
                  will not violate any order of any court or governmental body
                  having competent jurisdiction or any law or regulation that
                  applies to Purchaser.

         6.5      NO REGISTRATION. Purchaser understands that the Securities
                  have not been and will not be registered under the Act, in
                  reliance upon an exemption therefrom, or registered or
                  qualified under the securities or "Blue Sky" laws of any
                  state.


                                      -15-
<PAGE>

         6.6      INVESTMENT INTENT. Purchaser acknowledges that the Securities
                  have not been registered under the Act and neither the Seller
                  nor any of its affiliates has any obligation or intent to
                  register such Securities under the Act. Purchaser invests in
                  securities such as the Securities in the normal course of its
                  business and is familiar with the terms of securities such as
                  the Securities. Purchaser has such knowledge and experience in
                  financial and business matters as to be capable of evaluating
                  the merits and risks of an investment in the Securities, is
                  able to bear the economic risk of investment in the
                  Securities, is an "accredited investor" (as defined in
                  Regulation D under the Act) and a "qualified institutional
                  Purchaser" (a "Qualified Institutional Purchaser") (as defined
                  in Rule 144A under the Act). Purchaser has advised Seller that
                  Purchaser is purchasing the Securities for its own account.
                  Purchaser agrees that it will comply with applicable laws in
                  offering the Securities and will not make a public offering of
                  the Securities, in compliance with the provisions of this
                  Agreement and the Securitization Documents, and that Purchaser
                  will not reoffer or resell the Securities in a manner which
                  would render the issuance and sale of the Securities, whether
                  or not considered together with any other such resale, a
                  violation of the Act or any state securities or "Blue Sky"
                  laws or require registration pursuant thereto.

         6.7      EMPLOYEE BENEFIT PLAN. Purchaser is not, and is not acting on
                  behalf of, an employee benefit plan subject to the Employee
                  Retirement Income Security Act of 1974, as amended ("ERISA")
                  or to the Internal Revenue Code of 1986, as amended (the
                  "Code").

         6.8      NO BROKERS OR FINDERS. Purchaser has not employed any
                  investment banker (other than Donaldson, Lufkin & Jenrette
                  pursuant to that certain engagement letter dated July 31,
                  2000, a true and complete copy of which has been previously
                  furnished to Seller), broker or finder who might be entitled
                  to a fee or commission in connection with the transactions
                  contemplated by the Agreement.

         6.9      NO REPRESENTATION AS TO PERFORMANCE. Purchaser acknowledges
                  that Seller does not make any representation as to (i) the
                  performance of the related Mortgage Loans, (ii) the timing of
                  any amount of any distribution in respect of the related
                  Mortgage Backed Securities (other than as set forth in the
                  related Offering Document) or (iii) the market value of the
                  Securities. Nothing in this representation is intended to
                  supersede the conditions precedent to Purchaser's obligations
                  to purchase Securities under Section 4 hereof.

7.       RESALE RESTRICTIONS.

         7.1      RESALE. No transfer of a Security or beneficial interest
                  therein shall be made unless the Trustee shall have received
                  (i) a letter from the transferor, substantially in the form
                  required by the Pooling and Servicing Agreement, and (ii) and
                  a letter from the transferee, substantially in the form
                  required by the Pooling and Servicing Agreement.
                  Notwithstanding anything else to the contrary herein, any


                                      -16-
<PAGE>

                  purported transfer of a Security or a beneficial interest
                  therein to or on behalf of an employee benefit plan subject to
                  ERISA, or to the Code, or a person acting on behalf of an
                  ERISA plan or using the assets of an ERISA plan to effect such
                  transfer other than an insurance company purchasing with funds
                  from a general account not exempt pursuant to Prohibited
                  Transaction Class 95-60 shall be void and of no effect. Except
                  as otherwise provided herein, nothing in this Agreement is
                  intended to create any restriction on the Purchaser's ability
                  to sell or pledge its interest in any Excess Cash Flow
                  Securities purchased by the Purchaser hereunder.

8.       INDEMNITY.

         8.1      INDEMNIFICATION BY EACH PARTY OF THE OTHER PARTIES. Each party
                  will indemnify and hold the other party and any affiliate and
                  any of their employees, officers, directors and agents
                  harmless from and against any loss, claim, liability, damage,
                  cost or expense (including, without limitation, reasonable
                  fees and disbursements of counsel) that is based upon any
                  breach by the indemnifying party of any representation or
                  covenant contained in this Agreement or in any document
                  delivered by such indemnifying party in connection herewith.

         8.2      NOTICE. The parties shall promptly notify each other of any
                  claim or threatened claim against the other party as
                  applicable, or any claim or threatened claim that may affect
                  the other party. Failure to give such notice to another party
                  will not affect any indemnification hereunder except to the
                  extent that such failure materially adversely affected such
                  other party's indemnification rights hereunder.

         8.3      THIRD PARTY CLAIMS. At its election, an indemnifying party
                  will have the right to assume the defense, in a manner and
                  with counsel reasonably acceptable to the indemnified party,
                  of any actions, suits or other actual or threatened
                  proceedings brought by any third party and to pay directly for
                  all losses, judgments, damages, expenses or other costs
                  (including reasonable fees and disbursements of counsel) which
                  may be imposed. Notwithstanding the foregoing, in any action
                  or proceeding in which both the Seller and the Purchaser is,
                  or is reasonably likely to become, a party, the indemnified
                  party shall have the right to employ separate counsel at the
                  indemnifying party's expense and to control its own defense of
                  such action or proceeding if, in the reasonable opinion of the
                  indemnified party, (a) there are or may be legal defenses
                  available to the indemnified party that are different from or
                  additional to those available to the indemnifying party and
                  (b) any conflict or potential conflict exists between the
                  Seller and Purchaser that would make such separate
                  representation advisable. The indemnifying party may not
                  settle any claim, action, suit or proceeding for which it has
                  assumed the defense without the prior written consent of the
                  indemnified party, which consent will not be unreasonably
                  withheld and the indemnified party may not settle any claim,
                  action, suit or proceeding for which it has assumed the
                  defense without the


                                      -17-
<PAGE>

                  prior written consent of the indemnifying party, which
                  consent will not be unreasonably withheld.

         8.4      TAXES. Any and all payments required to be made by the Seller
                  to the Purchaser under this Agreement and by the obligor to
                  the Purchaser with respect to the Securities (the "Relevant
                  Payments") shall be made free and clear of and without
                  deduction for any and all Indemnified Taxes; provided that
                  this Section 8.4(a) shall not apply to Taxes imposed as a
                  result of Purchaser's failure to have timely complied with its
                  obligations under Section 8.4(e). If the Seller or such
                  obligor shall be required by law to deduct any Indemnified
                  Taxes from or with respect to any Relevant Payment, (i) the
                  Seller shall make an additional payment to the Purchaser in an
                  amount sufficient so that, after making all required
                  deductions (including deductions applicable to additional sums
                  payable under this Section 8.4), the Purchaser receives an
                  amount equal to the sum it would have received if no such
                  deductions had been made, (ii) the Seller or such obligor
                  shall make such deductions and (iii) the Seller or such
                  obligor shall pay the full amount deducted to the relevant
                  taxation authority or other authority in accordance with
                  applicable law.

                  (b) The Seller agrees to assume liability for and will
                  indemnify the Purchaser for the full amount of Indemnified
                  Taxes and any further liability (including interest,
                  penalties, additions to tax and the costs and expenses
                  involved in contesting the liability for such Taxes) arising
                  from or with respect to such Indemnified Taxes.

                  (c) All amounts payable to the Purchaser under this Section
                  8.4 shall be paid within ten days from the date the Purchaser
                  makes written demand therefor.

                  (d) Without prejudice to the survival of any other agreement
                  of the Seller hereunder, the agreements and obligations of the
                  Seller contained in this Section 8.4 shall survive the
                  termination of this Agreement.

                  (e) Purchaser agrees to provide Seller or the related Trustee
                  with executed Forms W-8BEN (or other statements or forms) at
                  such times and in such frequency as required by Treasury
                  Regulations to comply with the statement receipt provision of
                  Sections 871 (h)(2)(B)(ii) and 871 (h)(5) of the Internal
                  Revenue Code of 1986, as amended.


                                      -18-
<PAGE>

9.       MISCELLANEOUS TERMS.

         9.1      NOTICES. All demands, notices and communications hereunder
                  shall be in writing and shall be deemed to have been duly
                  given when delivered to (a) in the case of the Seller, at
                  Aames Capital Corporation, 350 South Grand Avenue, 52nd Floor,
                  Los Angeles, California, 90071 Attention: John Kohler,
                  Executive Vice President, with a copy to John Madden, General
                  Counsel, facsimile: (323) 210-4995 and (323) 210-5026; or (b)
                  in the case of the Purchaser, at 54 Thompson Street, New York,
                  New York, 10012, Attention: Scott Delman and Sharissa Jones,
                  with a copy to each, facsimile: (212) 965-2371.

         9.2      EXPENSES. Except as otherwise expressly provided in the
                  Agreement, Seller shall reimburse Purchaser for its
                  out-of-pocket expenses, including without limitation fees and
                  disbursements of its attorneys, accountants, investment
                  bankers and any other agents or representatives retained by
                  the Purchaser, in connection with the transactions
                  contemplated by the Agreement, and any taxes, transfer and
                  other fees imposed by any federal, state or local government
                  in connection with such transactions.

         9.3      STANDBY SERVICER. Subject to the next sentence, Seller shall
                  engage a standby servicer with respect to each Securitization,
                  which servicer shall have been approved by any related rating
                  agencies rating the related Mortgage Backed Securities and any
                  monoline insurer guaranteeing the Mortgage Backed Securities
                  and in the event that the stand-by servicer is other than an
                  Approved Servicer, the Purchaser shall have the right to
                  approve such stand-by servicer which consent shall not be
                  unreasonably withheld. If Seller sells or plans to sell the
                  servicing relating to any Securitization to an Approved
                  Servicer, neither Seller nor such Approved Servicer shall have
                  any obligation to engage a stand-by servicer.

         9.4      ENTIRE AGREEMENT. The Agreement embodies the entire agreement
                  and understanding between the parties and supersedes all prior
                  agreements and understandings relating to the subject matter
                  of the Agreement.

         9.5      AMENDMENT. The Agreement cannot be changed, waived, discharged
                  or terminated orally. Any change, waiver, discharge or
                  termination may be effected only by a writing signed by the
                  party against whom enforcement is sought. Notwithstanding the
                  foregoing, the Securities, this Agreement, the Securitization
                  Documents and related documents may be amended or supplemented
                  from time to time to modify restrictions on and procedures for
                  resale and other transfer of such Securities to reflect any
                  change in applicable law or regulation (or the interpretation
                  thereof) or practices relating to the resale or transfers of
                  restricted securities generally; provided that in all such
                  instances Purchaser shall receive at least five Business Days'
                  prior notice of such change.


                                      -19-
<PAGE>

         9.6      GOVERNING LAW; JURISDICTION; SEVERABILITY. THE AGREEMENT WILL
                  BE GOVERNED BY NEW YORK LAW WITHOUT REGARD TO PRINCIPLES OF
                  CONFLICTS OF LAW. Notwithstanding the foregoing, any action at
                  law or in equity arising under this Agreement shall be filed
                  only in an appropriate State or federal Court located in the
                  County of New York, State of New York. The parties to this
                  Agreement hereby consent and submit to the personal
                  jurisdiction of such courts for the purposes of litigating any
                  such action. If any one or more of the provisions of the
                  Agreement, for any reason, is held to be invalid, illegal or
                  unenforceable, that invalidity, illegality or unenforceability
                  will not affect any other provision of the Agreement, and the
                  Agreement will be construed without the invalid, illegal or
                  unenforceable provision.

         9.7      WAIVERS, ETC. No waiver of any single breach or default will
                  be deemed a waiver of any other breach or default of the
                  Agreement. All rights and remedies, either under the Agreement
                  or by law or otherwise afforded to a party, will be cumulative
                  and not alternative.

         9.8      HEADINGS. Section headings are for reference only, and will
                  not affect the interpretation or meaning of any provision of
                  the Agreement.

         9.9      COUNTERPARTS. The Agreement may be signed in counterparts,
                  each of which shall be deemed an original and shall constitute
                  one and the same Agreement. The parties acknowledge that
                  delivery of executed copies of the Agreement may be effected
                  by facsimile or other comparable means.

         9.10     SURVIVAL. The Agreement will terminate upon a Termination
                  Event, except that the respective indemnities, representations
                  and warranties of the parties contained in this Agreement
                  shall survive and remain in full force and effect.

         9.11     FURTHER ASSURANCES. From and after the date of the Agreement,
                  each party will take such action, which may be performed
                  without unreasonable effort or expense, as any other party may
                  reasonably request to carry out the purposes of the Agreement.

         9.12     INDEPENDENT PARTIES. Nothing contained in this Agreement shall
                  be deemed to create, or be construed as creating, a joint
                  venture or partnership between the parties to this Agreement.
                  Neither party to this Agreement is granted any right or
                  authority to assume or to create any obligation or
                  responsibility, express or implied, on behalf or in the name
                  of the other party to this Agreement, or to bind such other
                  party to this Agreement in any manner.

         9.13     ASSIGNMENT. Neither Seller nor Purchaser may assign, in whole
                  or in part, this Agreement or delegate any of its duties
                  hereunder without the prior written consent of the other
                  party, which consent may be withheld or delayed in such
                  party's sole discretion.


                                      -20-
<PAGE>

                [the rest of this page intentionally left blank]


                                      -21-
<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement by their
duly authorized officers as of the date first shown above.



                                        SELLER:
                                        Aames Capital Corporation


                                        By: _________________________________
                                            Name:
                                            Title:


                                        PURCHASER:
                                        CAPITAL Z INVESTMENTS, L.P.


                                        By: __________________________________
                                            Name:
                                            Title:






                                      -22-
<PAGE>

                         EXHIBIT A TO PURCHASE AGREEMENT

                             FORM OF TRANSFER NOTICE

[Date]

[Name of Purchaser]
[Address of Purchaser]

          Re:  Residual Forward Sale Facility (the "Agreement") dated as of
               August 31, 2000 among Aames Capital Corporation, a California
               corporation ("we") and Capital Z INVESTMENTS, L.P. A BERMUDA
               PARTNERSHIP ("YOU").

         In connection with the Agreement, we hereby notify you that on the Sale
Date identified below we will be selling and that you will be purchasing ____%
of the percentage interests of [Name of Trust], [Mortgage Pass-Through
Certificates], Series[__], Class [__] ("Securities")] for the Preliminary
Purchase Price identified below. The Certificates for the Securities will be
issued to you and registered in your name, unless you notify us of any Designees
and the percentage interests of the Securities to be issued to such Designees at
least two Business Days prior to the Sale Date (attached is a form for such
notification). On the Sale Date, you must also deliver an executed investment
letter (in the form required by the Pooling and Servicing Agreement [and as
appropriate to the class of Securities]) for each such Designee in whose name
Certificates will be registered. Attached hereto is the information setting
forth the basis of our calculation of the Preliminary Purchase Price.

         (a)      Aggregate Final Purchase Prices and
                  Preliminary Purchase Prices previously paid:   $__________

         (b)      Preliminary Purchase Price:        $_________

         (c)      Maximum Amount less sum of (a) and (b) $________

         Sale Date:        _________


<PAGE>

         Wire Account:              Bank Name:       [__________________]
                                                     [__________________]
                                    ABA Number:      [__________________]
                                    Account:         [__________________]
                                    Account Name:    [__________________]
                                    Reference:       [__________________]

                                                     Aames Capital Corporation


                                                     By: _______________________
                                                         Name:
                                                         Title:


<PAGE>

                                    DESIGNEES

<TABLE>
<CAPTION>
------------------------------------- ---------------------------------------------- ---------------- ----------------
           Designee Name                                 Address                       Certificate      Certificate
                                                                                       Percentage          Class
------------------------------------- ---------------------------------------------- ---------------- ----------------
<S>                                   <C>                                            <C>              <C>
------------------------------------- ---------------------------------------------- ---------------- ----------------
      1. ____________________                     ____________________                   _____%           ______
                                                  ____________________
                                                  ____________________
------------------------------------- ---------------------------------------------- ---------------- ----------------

------------------------------------- ---------------------------------------------- ---------------- ----------------
      2. ____________________                     ____________________                   _____%           ______
                                                  ____________________
                                                  ____________________
------------------------------------- ---------------------------------------------- ---------------- ----------------

------------------------------------- ---------------------------------------------- ---------------- ----------------
      3. ____________________                     ____________________                   _____%           ______
                                                  ____________________
                                                  ____________________
------------------------------------- ---------------------------------------------- ---------------- ----------------

</TABLE>