Exhibit
10.32(f)

SECOND
AMENDMENT TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENTGOVERNING
PURCHASES AND SALES OF MORTGAGE LOANS

This
Amendment, dated as of March 16, 2004 (the Amendment), to the
Amended and Restated Master Repurchase Agreement Governing Purchases and Sales
of Mortgage Loans, dated as of July 30, 2003, as amended by the First Amendment
to Amended and Restated Master Repurchase Agreement Governing Purchases and
Sales of Mortgage Loans, dated as of November 19, 2003 (together, the
Agreement), is made by and between LEHMAN BROTHERS BANK, FSB
(Buyer) and AAMES CAPITAL CORPORATION
(Seller and, together with the Buyer, the
Parties).

RECITALS

WHEREAS,
the Seller and the Buyer are parties to the Agreement, pursuant to which the
Buyer has agreed, subject to the terms and conditions set forth in the
Agreement, to purchase certain Mortgage Loans owned by the Seller, including,
without limitation, all rights of Seller to service and administer such Mortgage
Loans. Terms used but not defined herein shall have the respective meanings
ascribed to such terms in the Agreement, as amended hereby.

WHEREAS,
the Parties wish to amend the Agreement to modify certain of the terms and
conditions governing the purchase and sale of the Mortgage Loans.

NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties hereto agree as follows:

Section
1.      Amendment.

| | 1.1     
As of the  date hereof,  Section  13(a)(xxii)  is hereby  deleted in its  entirety  and
replaced  with the  following:
| | -------------------------------------------------------------------------------------------------------------------------------

(xxii)
Guarantor shall pay any dividends under its preferred stock at any time (it
being understood and agreed that such dividends may accrue), other than
dividends accumulated through and including March 31, 2004, to holders of the
Guarantors Series B Convertible Preferred Stock, Series C Convertible
Preferred Stock and Series D Convertible Preferred Stock which may be paid in a
single installment on or prior to March 31, 2004 in a maximum amount equal to
$2,900,000.

Section
2.      Covenants, Representations and Warranties of the Parties.

| | 2.1     
Except as expressly amended by Section 1 hereof, the Agreement remains  unaltered
and in full force and effect. Each of the Parties hereby reaffirms all  terms and
covenants made in the Agreement as amended hereby.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2.2     
Each of the Parties hereby represents and warrants to the other that (a) this  Amendment
constitutes the legal, valid and binding obligation of such Party,  enforceable against
such Party in accordance with its terms, and (b) the  execution and delivery by such
Party of this Amendment has been duly authorized  by all requisite corporate action on
the part of such Party and will not violate  any provision of the organizational
documents of such Party.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section
3.      Effect upon the Agreement.

| | 3.1     
Except as specifically set forth herein, the Agreement shall remain in full  force and
effect and is hereby ratified and confirmed. All references to the  Agreement in
the Amended and Restated Master Repurchase Agreement  Governing Purchases and Sales of
Mortgage Loans shall mean and refer to the  Amended and Restated Master Repurchase
Agreement Governing Purchases and Sales  of Mortgage Loans as modified and amended hereby.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

1

---

| | 3.2     
The execution, delivery and effectiveness of this Amendment shall not operate as  a
waiver of any right, power or remedy of any Party under the Agreement, or any  other
document, instrument or agreement executed and/or delivered in connection  therewith.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section
4.      Governing Law.

THIS
AMENDMENT SHALL BE CONSTRUED, INTERPRETED AND GOVERNED BY THE LAW OF THE STATE
OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

Section
5.      Counterparts.

This
Amendment may be executed in any number of counterparts, and all such
counterparts shall together constitute the same agreement.

[Remainder
of Page Intentionally Left Blank]



















2

---

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

| |     | **SELLER:**                                                 
| | --- | ------------------------------------------------------------
| |     |                                                             
| |     | AAMES CAPITAL CORPORATION,
      as Seller                  
| |     |                                                             
| |     |                                                             
| | By: | ___________________________________
      Name:
      Title:
| |     |                                                             
| |     |                                                             
| |     | **BUYER:**                                                  
| |     |                                                             
| |     | LEHMAN BROTHERS
        BANK, FSB, as Buyer                 
| |     |                                                             
| |     |                                                             
| | By: | ___________________________________
      Name:
      Title:
| |     |