FIRST AMENDMENT TO THERESIDUAL FORWARD SALE
FACILITY

This First
Amendment, dated as of September 30, 2002 (the "Amendment"), to the Residual
Forward Sale Facility, dated as of August 31, 2000 (the "Agreement"), is made by
and between Aames Capital Corporation, a California corporation (the "Seller"),
and Capital Z Investments, L.P., a Bermuda limited partnership (the
"Purchaser").

RECITALS

WHEREAS, the
Seller and Purchaser are parties to the Agreement, pursuant to which Seller
periodically sells to Purchaser, without recourse, certain excess cash flows
created in connection with Seller's periodic sponsorship of securitizations of
mortgage loans; and

WHEREAS, the
Seller and Purchaser wish to amend the Agreement to extend its term.

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

Section 1.
Amendment.In connection with the Agreement, the parties agree that the term
"Sale Period" will be amended and restated in its entirety as
follows:

"Sale Period"
means the period beginning on and including September 1, 2000 until and through
the         earliest to occur
of (i) March 31, 2003, (ii) the date on which the amount paid by Purchaser to
Seller         in respect of
the Securities at least equals the Maximum Amount or (iii) a Termination
Event.

Section 2.
Covenants, Representations and Warranties of the Parties. Each of the
parties hereby represents and warrants to the other that (a) this Amendment
constitutes the legal, valid and binding obligations of such party, enforceable
against such party in accordance with its terms, (b) the execution and delivery
by such party of this Amendment has been duly authorized by all requires
corporate action of such party and will not violate any provisions of the
origination documents of such party; and (c) except as expressly amended by this
Amendment, the Agreement remains unaltered and in full force and
effect.

Section 3.
Governing Law. This Amendment will 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 4.
Counterparts. This Amendment may be executed in any number of counterparts,
and all such counterparts will together constitute the same
agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be executed by their
duly authorized officers as of the date first shown above.

| | SELLER                                          
| | ------------------------------------------------
| | AAMES CAPITAL CORPORATION                       
| |                                                 
| |                                                 
| | /s/Ronald J. Nicolas,
    Jr.                   
| | Ronald J. Nicolas, Jr.                          
| | Chief Financial Officer                         
| |                                                 
| |                                                 
| | PURCHASER                                       
| | CAPITAL Z INVESTMENTS, L.P.                     
| |                                                 
| | By: Capital Z Investment Management,
      Ltd.,
| | Its ultimate general partner                    
| |                                                 
| | By:                                             
| | Name:                                           
| | Title: