AMENDMENT NUMBER NINE
                                                                   to the
                                                    Warehouse Loan and Security Agreement
                                                        Dated as of February 10, 2000
                                           as Amended and Restated to and including March 21, 2002
                                                                    among
                                                          AAMES CAPITAL CORPORATION
                                                          AAMES FUNDING CORPORATION
                                                                     and
                                                 GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC.

This
AMENDMENT NUMBER NINE is made this 31st day of October, 2003, among
AAMES CAPITAL CORPORATION and AAMES FUNDING CORPORATION, each having an address
at 350 South Grand Avenue, Los Angeles, California 90071 (each, a
Borrower and collectively, the Borrowers)
and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., having an address at 600
Steamboat Road, Greenwich, Connecticut 06830 (the Lender), to
the Warehouse Loan and Security Agreement, dated as of February 10, 2000 as
amended and restated to and including March 21, 2002, by and between the
Borrowers and the Lender, as amended (the Agreement).
Capitalized terms used but not otherwise defined herein shall have the meanings
assigned to such terms in the Agreement.

# RECITALS

WHEREAS,
the Borrowers have requested that the Lender agree to amend the Agreement to
extend the Termination Date thereunder to October 30, 2004 and to provide for a
one time supplemental Advance in an amount not to exceed $290,000,000, which
Advance must be repaid in full prior to February 1, 2004 and which amount may
not be reborrowed by the Borrowers;

WHEREAS,
in order to facilitate such one-time supplemental Advance, the Borrowers have
requested that the Lender agree to amend the Agreement to temporarily increase
the Maximum Credit thereunder to $590,000,000 as provided herein;

WHEREAS,
as of the date of this Amendment, the Borrowers represent to the Lender that
they are in compliance with all of the representations and warranties and all of
the affirmative and negative covenants set forth in the Agreement and are not in
default under the Agreement; and

WHEREAS,
the Borrowers and the Lender have agreed to amend the Agreement as set forth
herein.

NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and for the mutual covenants herein contained,
the parties hereto hereby agree as follows:

1

---

SECTION
1. Effective as of October 31, 2003, Section 1 of the Agreement is hereby
amended by deleting the definition of Applicable Collateral Percentage and
replacing it with the following:

| | Applicable
Collateral Percentage shall mean
| | ---------------------------------------------

| | (A) 
in the case of Eligible Mortgage Loans which secure Tranche A or Tranche B  Advances, (i)
for the first 180 days following the date such Eligible Mortgage  Loan first becomes
subject to the terms of this Warehouse Agreement, with  respect to each such Advance:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(a) | with
respect to Eligible Mortgage Loans as to which scheduled payments of  principal and
interest are not more than 59 days past due, 97%;
|--- | ------------------------------------------------------------------------------------------------------------------------------------------

|(b) | with
respect to Eligible Mortgage Loans as to which scheduled payments of  principal and
interest are more than 59 days past due, 85%; and
|--- | ------------------------------------------------------------------------------------------------------------------------------------------

|(ii) | thereafter, 0%; and
|---- | -------------------

| | (B) 
in the case of Mortgage Loans which secure Tranche C Advances (i) for the first  six
Business Days following the date such Eligible Mortgage Loan first becomes  subject to
the terms of this Warehouse Agreement, with respect to each Advance,  the lesser of (a)
100%, or (b) the percentage of par equal to the full wire  amount required to originate
such Wet Loan; and (ii) thereafter, 0%; and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (C) 
in the case of Eligible Mortgage Loans which secure Tranche D Advances, (i)  prior to
February 1, 2004, 97%; and (ii) thereafter 0%; and
| | ---------------------------------------------------------------------------------------------------------------------------------------------

| | (D) 
in the case of Eligible Mortgage Loans which secure Tranche E Advances, (i)  prior to
February 1, 2004, 75%; and (ii) thereafter 0%.
| | -----------------------------------------------------------------------------------------------------------------------------------------

SECTION
2. Effective as of October 31, 2003, Section 1 of the Agreement is hereby
amended by deleting the definition of Applicable Margin and replacing it with
the following:

| | Applicable
Margin shall mean, with respect to Advances that are Tranche A  Advances, Tranche B
Advances, Tranche C Advances, Tranche D Advances and Tranche  E Advances the applicable
rate per annum set forth below:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2

---

| | Tranche
A Advances:  (a) 0.95% for any date on which the aggregate  outstanding  amount of
Tranche A  Advances plus Tranche C Advances is equal to or greater than $100,000,000, and
(b) otherwise, 1.50%
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Tranche
B Advances: 1.50%
| | -------------------------

| | Tranche
C Advances: 1.75%
| | -------------------------

| | Tranche
D Advances: 1.50%
| | -------------------------

| | Tranche
E Advances: 2.00%.
| | --------------------------

SECTION
3. Effective as of October 31, 2003, the definition of Collateral
Value in Section 1 of the Agreement is hereby amended by adding the
following words provided that, notwithstanding the foregoing, the
Collateral Value of any Mortgage Loan which secures a Tranche E Advance shall be
equal to the product of the Applicable Collateral Percentage times the lesser of
(i) the Market Value thereof, and (ii) the most recent appraised value of the
related Mortgaged Property immediately prior to the words ,
provided, further that.

SECTION
4. Effective as of October 31, 2003, Section 1 of the Agreement is hereby
amended by deleting the definition of Collections and replacing it with the
following:

| | Collections
shall mean the collective reference to Tranche A Collections, Tranche B
Collections, Tranche C Collections, Tranche D Collections and Tranche E
Collections.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION
5. Effective as of October 31, 2003, Section 1 of the Agreement is hereby
amended by deleting the definition of Maximum Credit and replacing it with the
following:

| | Maximum
Credit shall mean $300,000,000; provided that, during the period
commencing on October 31, 2003 and ending on January 31, 2004, such amount shall
be the lesser of (a) $590,000,000 and (b) the sum of $300,000,000 and the
principal amount of the Tranche D Advances and Tranche E Advances then
outstanding.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION
6. Effective as of October 31, 2003, Section 1 of the Agreement is hereby
amended by deleting the definition of Termination Date and replacing it with the
following:

| | Termination
Date shall mean October 30, 2004, or such earlier date on which this
Warehouse Agreement shall terminate in accordance with the provisions hereof or
by operation of law.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

3

---

SECTION
7. Effective as of October 31, 2003, Section 1 of the Agreement is hereby
amended by adding the following new definitions immediately following the
defined term Tranche C Collections:

| | Tranche
D Advance shall mean the Advance made in connection with the Eligible Mortgage
Loans purchased by Aames Capital as a result of the call of the following six Aames
Capital sponsored securitizations, Aames Mortgage Trust Series 1997-A, Aames Mortgage
Trust Series 1997-B, Aames Mortgage Trust Series 1997-C, Aames Mortgage Trust Series
1997-D, Aames Mortgage Trust Series 1998-A or Aames Mortgage Trust Series 1998-B (the
Aames Mortgage Trusts) which are less than 30 days delinquent.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Tranche
D Collections shall mean all cash collections and other cash proceeds  of any
Mortgage Loans which are subject to the Tranche D Advance.
| | --------------------------------------------------------------------------------------------------------------------------------------------------

| | Tranche
E Advance shall mean all Advances made in connection with the Eligible
Mortgage Loans purchased by Aames Capital as a result of the call of the Aames  Mortgage
Trusts which are 30 or more days delinquent.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Tranche
E Collections shall mean all cash collections and other cash proceeds  of any
Mortgage Loans which are subject to the Tranche E Advance.
| | --------------------------------------------------------------------------------------------------------------------------------------------------

SECTION
8. Effective as of October 31, 2003, Section 8(a) of the Agreement is hereby
amended by deleting the words including any Tranche A Collections and
Tranche B Collections and inserting in their place the words
including any Collections.

SECTION
9. Effective as of October 31, 2003, Section 2.01 of the Agreement is hereby
amended by adding the following new section (c) to the end thereof:

| | (c)
The Lender shall, subject to the terms and conditions of this Warehouse  Agreement, make
to Aames Capital on November 12, 2003 (a) the Tranche D Advance  in an aggregate
principal amount equal to the lesser of (i) $250,000,000 or (ii)  the aggregate
Collateral Value of the Eligible Mortgage Loans securing such  Tranche D Advance, and (b)
the Tranche E Advance in an aggregate principal  amount equal to the lesser of (i)
$40,000,000 or (ii) the aggregate Collateral  Value of the Eligible Mortgage Loans
securing such Tranche E Advance. The  Borrowers may not request a Tranche D Advance or
Tranche E Advance at any time  after such date, it being the express intent of the
parties that this Warehouse  Agreement permits a one-time Tranche D Advance and Tranche E
Advance  notwithstanding any provision to the contrary set forth herein. No additional
Tranche D Advance or Tranche E Advance shall be made under this Warehouse  Agreement and
the Borrowers may not reborrow any portion of the Tranche D  Advance or Tranche E Advance.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

4

---

SECTION
10. Effective as of October 31, 2003, Exhibit A to the Agreement is hereby
amended to read in its entirety as set forth on Attachment A to this Amendment
Number Nine.

SECTION
11. Effectiveness of Amendment. This Amendment Number Nine shall be
effective upon the Lenders receipt of a new Note in the amount of
$590,000,000 to replace the existing Note for $300,000,000.

SECTION
12. Defined Terms. Any terms capitalized but not otherwise defined herein
should have the respective meanings set forth in the Agreement.

SECTION
13. Limited Effect. Except as amended hereby, the Agreement shall
continue in full force and effect in accordance with its terms. Reference to
this Amendment need not be made in the Agreement or any other instrument or
document executed in connection therewith, or in any certificate, letter or
communication issued or made pursuant to, or with respect to, the Agreement, any
reference in any of such items to the Agreement being sufficient to refer to the
Agreement as amended hereby.

SECTION
14. Representations. The Borrowers hereby represent to the Lender that as
of the date hereof, the Borrowers are in full compliance with all of the terms
and conditions of the Agreement and no Default or Event of Default has occurred
and is continuing under the Agreement.

SECTION
15. Governing Law. This Amendment Number Nine shall be construed in
accordance with the laws of the State of New York and the obligations, rights,
and remedies of the parties hereunder shall be determined in accordance with
such laws without regard to conflict of laws doctrine applied in such state
(other than Section 5-1401 of the New York General Obligations Law).

SECTION
16. Counterparts. This Amendment Number Nine 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.

[REMAINDER OF
THIS PAGE LEFT INTENTIONALLY BLANK]

5

---

IN
WITNESS WHEREOF, the Borrowers and the Lender have caused this Amendment Number
Nine to be executed and delivered by their duly authorized officers as of the
day and year first above written.

| |  | AAMES
      CAPITAL CORPORATION                       
| |  | ------------------------------------------------------
| |  | (Borrower)                                            
| |  |                                                       
| |  |                                                       
| |  |                                                       
| |  | By:____________________________                       
| |  | Name: Jon D. Van Deuren                               
| |  | Title:   Senior
      Vice President                  
| |  |                                                       
| |  |                                                       
| |  | AAMES FUNDING CORPORATION                             
| |  | (Borrower)                                            
| |  |                                                       
| |  |                                                       
| |  |                                                       
| |  | By:_____________________________                      
| |  | Name: Jon D Van Deuren                                
| |  | Title:   Senior
      Vice President, Finance         
| |  |                                                       
| |  |                                                       
| |  | GREENWICH CAPITAL
      FINANCIAL
      PRODUCTS, INC.
| |  | (Lender)                                              
| |  |                                                       
| |  |                                                       
| |  |                                                       
| |  | By:_____________________________                      
| |  | Name:                                                 
| |  | Title:                                                

6

---

# ATTACHMENT
A

# EXHIBIT
A

# PROMISSORY
NOTE

$590,000,000

__________,
200_

New
York, New York

FOR
VALUE RECEIVED, AAMES CAPITAL CORPORATION, a California corporation and AAMES
FUNDING CORPORATION, a California corporation (each a
Borrower, collectively, the Borrowers),
hereby promise to pay to the order of GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
(the Lender), at the principal office of the Lender at 600
Steamboat Road, Greenwich, Connecticut 06830, in lawful money of the United
States, and in immediately available funds, the principal sum of FIVE HUNDRED
NINETY MILLION DOLLARS ($590,000,000) (or such lesser amount as shall equal the
aggregate unpaid principal amount of the Advances made by the Lender to the
Borrowers under the Warehouse Agreement), on the dates and in the principal
amounts provided in the Warehouse Agreement, and to pay interest on the unpaid
principal amount of each such Advance, at such office, in like money and funds,
for the period commencing on the date of such Advance until such Advance shall
be paid in full, at the rates per annum and on the dates provided in the
Warehouse Agreement.

The
date, amount and interest rate of each Advance made by the Lender to the
Borrowers, and each payment made on account of the principal thereof, shall be
recorded by the Lender on its books and, prior to any transfer of this Note,
endorsed by the Lender on the schedule attached hereto or any continuation
thereof; provided, that the failure of the Lender to make any such
recordation or endorsement shall not affect the obligations of the Borrowers to
make a payment when due of any amount owing under the Warehouse Agreement or
hereunder in respect of the Advances made by the Lender.

This
Note is the Note referred to in the Warehouse Loan and Security Agreement ,
dated as of February 10, 2000, as amended and restated to and including March
21, 2002 (as amended, supplemented or otherwise modified and in effect from time
to time, the Warehouse Agreement) between the Borrowers, and
the Lender, and evidences Advances made by the Lender thereunder. Terms used but
not defined in this Note have the respective meanings assigned to them in the
Warehouse Agreement.

The
Borrowers agree to pay all the Lenders costs of collection and enforcement
(including reasonable attorneys fees and disbursements of Lenders
counsel) in respect of this Note when incurred, including, without limitation,
reasonable attorneys fees through appellate proceedings.

7

---

Notwithstanding
the pledge of the Collateral, the Borrowers hereby acknowledge, admit and agree
that the Borrowers obligations under this Note are recourse obligations of
the Borrowers to which the Borrowers pledge their full faith and credit.

The
Borrowers, and any indorsers or guarantors hereof, (a) severally waive
diligence, presentment, protest and demand and also notice of protest, demand,
dishonor and nonpayments of this Note, (b) expressly agree that this Note, or
any payment hereunder, may be extended from time to time, and consent to the
acceptance of further Collateral, the release of any Collateral for this Note,
the release of any party primarily or secondarily liable hereon, and (c)
expressly agree that it will not be necessary for the Lender, in order to
enforce payment of this Note, to first institute or exhaust the Lenders
remedies against the Borrowers or any other party liable hereon or against any
Collateral for this Note. No extension of time for the payment of this Note, or
any installment hereof, made by agreement by the Lender with any person now or
hereafter liable for the payment of this Note, shall affect the liability under
this Note of the Borrowers, even if the Borrowers are not a party to such
agreement; provided, however, that the Lender and the Borrowers,
by written agreement between them, may affect the liability of the Borrowers.

Any
reference herein to the Lender shall be deemed to include and apply to every
subsequent holder of this Note. Reference is made to the Warehouse Agreement for
provisions concerning optional and mandatory prepayments, Collateral,
acceleration and other material terms affecting this Note.

Any
enforcement action relating to this Note may be brought by motion for summary
judgment in lieu of a complaint pursuant to Section 3213 of the New York Civil
Practice Law and Rules. The Borrowers hereby submit to New York jurisdiction
with respect to any action brought with respect to this Note and waives any
right with respect to the doctrine of forum non conveniens with respect to such
transactions.

Each
Borrower hereby acknowledges and agrees that such Borrower shall be jointly and
severally liable for all obligations and indemnities of the Borrowers hereunder.

8

---

This
Note shall be governed by and construed under the laws of the State of New York
(without reference to choice of law doctrine but with reference to Section
5-1401 of the New York General Obligations Law, which by its terms applies to
this Note) whose laws the Borrowers expressly elect to apply to this Note. The
Borrowers agree that any action or proceeding brought to enforce or arising out
of this Note may be commenced in the Supreme Court of the State of New York,
Borough of Manhattan, or in the District Court of the United States for the
Southern District of New York.

| |  | AAMES
      CAPITAL CORPORATION
| |  | -------------------------------
| |  |                                
| |  |                                
| |  |                                
| |  | By:                            
| |  | Name:                          
| |  | Title:                         
| |  |                                
| |  |                                
| |  | AAMES FUNDING CORPORATION      
| |  |                                
| |  |                                
| |  |                                
| |  | By:                            
| |  | Name:                          
| |  | Title:                         



















9

---

# SCHEDULE
OF LOANS

This
Note evidences Advances made under the within-described Warehouse Agreement to
the Borrowers, on the dates, in the principal amounts and bearing interest at
the rates set forth below, and subject to the payments and prepayments of
principal set forth below:

|Date
        Made | PrincipalAmount of Loan | Amount
        Paidor Prepaid | Unpaid
        PrincipalAmount | NotationMade by
|----------------- | ----------------------- | ----------------------------- | ------------------------------ | ---------------
|                  |                         |                               |                                |                
|                  |                         |                               |                                |                
|                  |                         |                               |                                |                
|                  |                         |                               |                                |                
|                  |                         |                               |                                |                
|                  |                         |                               |                                |                
|                  |                         |                               |                                |                
|                  |                         |                               |                                |                
|                  |                         |                               |                                |                

10

---