Exhibit
10.36(c)

# AMENDMENT
NUMBER TWOto
theMaster
Loan and Security AgreementDated
as of July 22, 2003by
and betweenAAMES
CAPITAL CORPORATIONand
CITIGROUP GLOBAL MARKETS REALTY CORP.

This
AMENDMENT NUMBER TWO is made this 31st day of October, 2003, by and between
AAMES CAPITAL CORPORATION, having an address at 350 South Grand Avenue,
43rd Floor, Los Angeles, California 90071 (the
Borrower) and CITIGROUP GLOBAL MARKETS REALTY CORP., having
an address at 350 Greenwich Street, 4th Floor, New York, New York
10013 (the Lender), to the Master Loan and Security
Agreement, dated as of July 22, 2003, by and between the Borrower 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 Borrower has requested that the Lender agree to amend the Agreement to
extend the Termination Date thereunder to September 30, 2004, and in
consideration thereof the Lender has determined to modify certain financial
covenants thereunder;

WHEREAS,
as of the date of this Amendment, the Borrower represents to the Lender that it
is in compliance with all of the representations and warranties and all of the
affirmative and negative covenants set forth in the Agreement and is not in
default under the Agreement; and

WHEREAS,
the Borrower 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:

SECTION
1. 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 September 30, 2004, or such earlier date on which this
Loan Agreement shall terminate in accordance with the provisions hereof or by
operation of law.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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| | Tangible
Net Worth shall mean, with respect to any Person, as of any date of
determination, the consolidated Net Worth of such Person and its Subsidiaries,
less the consolidated net book value of all assets of such Person and its
Subsidiaries (to the extent reflected as an asset in the balance sheet of such
Person or any Subsidiary at such date) which are treated as intangibles in
accordance with GAAP; provided, that residual securities issued by such Person
or its Subsidiaries shall not be treated as intangibles for purposes of this
definition.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION
3. Section 6.16 of the Agreement is hereby amended by deleting 7:1
in the last line of the first paragraph thereof and replacing it with
5.5:1"

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

SECTION
5. 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
6. Representations. In order to induce the Lender to execute and deliver
this Amendment Number Two, the Borrower hereby represents to the Lender that as
of the date hereof, the Borrower is 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
7 Governing Law. This Amendment Number Two 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
8. Counterparts. This Amendment Number Two 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]

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IN
WITNESS WHEREOF, the Borrower and the Lender have caused this Amendment Number
Two 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:
      Title:                                        
| |  |                                                           
| |  |                                                           
| |  | CITIGROUP GLOBAL MARKETS
      REALTY CORP.
      (Lender)
| |  |                                                           
| |  |                                                           
| |  |                                                           
| |  | By: ____________________________                          
| |  | Name:
      Title:                                        















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