<PAGE>

Temporary Certificate-Exchangeable for Definitive Engraved Certificate When
                               Ready for Delivery

                                                              PREFERRED STOCK
65869
-----NUMBER-----                                            -------SHARES------
AP
----------------                                            -------------------
                                     Aames                    SEE REVERSE FOR
                                                            CERTAIN DEFINITIONS
                          AAMES FINANCIAL CORPORATION        CUSIP 00253A 40 8

                           INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
                               THIS CERTIFICATE IS TRANSFERABLE IN THE CITIES OF
                                             RIDGEFIELD PARK, NJ OR NEW YORK, NY

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This Certifies that


is the record holder of
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    FULLY PAID AND NONASSESSABLE SHARES OF THE SERIES C CONVERTIBLE PREFERRED
                           STOCK, $.001 PAR VALUE, OF

------------------------ AAMES FINANCIAL CORPORATION ---------------------------

                              CERTIFICATE OF STOCK

transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this Certificate property
endorsed. This Certificate is not valid unless countersigned by the Transfer
Agent and registered by the Registrant.

      WITNESS the seal of the Corporation and the facsimile signatures of its
duly authorized officers.

Dated:

COUNTERSIGNED AND REGISTERED:
                    CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
                                                    TRANSFER AGENT AND REGISTRAR

BY

                                                            AUTHORIZED SIGNATURE


/s/ [ILLEGIBLE]                                                  /s/ [ILLEGIBLE]
                                 [SEAL OMITTED]
   SECRETARY                                                         CHAIRMAN

<PAGE>

      The Corporation will furnish without charge to each stockholder who so
requests a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock of the
Corporation or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights. Such requests shall be made to
the Corporations's Secretary at the principal office of the Corporation.

      KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR DESTROYED
THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE
OF A REPLACEMENT CERTIFICATE.

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                         NOTICE OF ELECTION TO CONVERT
                        (CONVERTIBLE INTO COMMON STOCK)

              The undersigned hereby irrevocably elects to convert

_________________________________________________________________________ shares
of Series C Cumulative Convertible Preferred Stock, represented by the
certificate into shares of Common Stock of AAMES FINANCIAL CORPORATION (as such
shares may be constituted on the conversion date) in accordance with the
provisions of the Certificate of Incorporation, as amended, of the Corporations.

Dated _______________________

                                       _________________________________________
                                                      Signature
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                                      FOR
                                   CONVERSION
                                      USE
                                      ONLY

      The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

                    TEN COM - as tenants in common
                    TEN ENT - as tenants by the entireties
                    JT TEN  - as joint tenants with rights of
                              survivorship and not as tenants
                              in common

               UNIF GIFT MIN ACT - __________Custodian__________
                                     (Cust)            (Minor)
                                   under Uniform Gifts to Minors
                                   Act____________________
                                           (Share)

               UNIF TRF MIN ACT - ________ Custodian (until age____)
                                   (Cust)
                                  ___________ under Uniform Transfers
                                    (Minor)
                                  to Minors Act __________________
                                                     (State)

    Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, _____________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
   IDENTIFYING NUMBER OF ASSIGNEE
--------------------------------------

--------------------------------------


________________________________________________________________________________
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

________________________________________________________________________________

________________________________________________________________________________

_________________________________________________________________________ Shares
of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint _____________________________________________

_______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.

Dated_____________________

                                X ______________________________________________

                                X ______________________________________________
                          NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
                                  CORRESPOND WITH THE NAME(S) AS WRITTEN UPON
                                  THE FACE OF THE CERTIFICATE IN EVERY
                                  PARTICULAR, WITHOUT ALTERATION ON ENLARGEMENT
                                  OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed


By_________________________________________________
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15