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                                                              Exhibit 10.28(f)


                                FOURTH AMENDMENT
                   TO MASTER REPURCHASE AGREEMENT AND GUARANTY

     THIS FOURTH AMENDMENT TO MASTER REPURCHASE AGREEMENT AND GUARANTY (this
"Fourth Amendment") is made and dated as of the 2nd day of February, 2000, by
and among AAMES CAPITAL CORPORATION, a California corporation (the "Seller"),
AAMES FINANCIAL CORPORATION, a Delaware corporation (the "Guarantor"), and BANK
OF AMERICA, N.A., a national banking association (the "Buyer").

                                    RECITALS

     A. Pursuant to that certain Master Repurchase Agreement dated as of April
8, 1999 by and between the Buyer and the Seller (as amended from time to time,
the "Repo Agreement"), the Buyer and the Seller agreed to enter into
Transactions on the terms and subject to the conditions set forth therein. All
capitalized terms not otherwise defined herein shall have the meanings given to
such terms in the Repo Agreement.

     B. Pursuant to that certain Guaranty dated as of April 8, 1999 by the
Guarantor in favor of the Buyer (as amended from time to time, the "Guaranty"),
the Guarantor agreed to guarantee the Seller's obligations under the Repo
Agreement on the terms and subject to the conditions set forth therein.

     C. The Seller wishes to enter into a transaction (the "Proposed
Transaction") with Greenwich Capital Financial Products, Inc. ("Greenwich") in
which the Seller will (i) sell to Greenwich on or about February 11, 2000
certain of the Seller's receivables tied to its advances in its securitization
trusts, with expected proceeds of approximately $15,000,000 which the Seller
will use to repurchase Purchased Repo Assets under the Repo Agreement, and (ii)
enter into a working capital facility secured by certain assets of the Seller,
all as described more particularly in that certain letter dated January 27, 2000
by the Guarantor to the Seller.

     D. The Seller and the Guarantor have also requested certain amendment and
waivers to the Repo Agreement and the Guaranty, all as set forth more
particularly below.

     NOW, THEREFORE, in consideration of the foregoing Recitals and for other
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:

                                    AGREEMENT

     1. SPECIAL REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE GUARANTOR.
Each of the Seller and the Guarantor hereby represents and warrants to the Buyer
that (a) the financial and other information provided to the Buyer by the Seller
and the Guarantor in connection with their request for the amendments and
waivers set forth in this Fourth Amendment, copies of which information are
attached hereto as EXHIBIT A, is and shall continue to be true, accurate,
complete and not misleading during the period covered thereby, and (b) the
Seller intends to and expects to be able to repurchase all Purchased Repo Assets
and to pay all outstanding Repurchase Price on or before February 29, 2000, the
termination date of the Repo Agreement and all Transactions thereunder. The
Buyer has agreed to accommodate the request of the Seller and the Guarantor

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for the amendments and waivers set forth in this Fourth Amendment in reliance
of such continued representations and warranties. Each of the Seller and the
Guarantor hereby acknowledges and agrees that any breach of such
representations and warranties shall constitute an immediate Event of Default
under the Repo Agreement.

     2. PROPOSED TRANSACTION. In connection with the Proposed Transaction,
effective as of the Fourth Amendment Effective Date (as defined in Paragraph 8
below), the Buyer hereby waives compliance by the Seller with the negative
covenant on sale of assets set forth in Paragraph 12(h) of the Repo Agreement
and by the Guarantor with the negative covenant on sale of assets set forth in
Paragraph 4(h) of the Guaranty, in each case solely with respect to the Proposed
Transaction, which shall occur no later than February 15, 2000.

     3. REDUCTION OF AGGREGATE PURCHASE PRICE LIMIT. To reflect the agreement of
the parties hereto to reduce the Aggregate Purchase Price Limit on February 4,
2000 and on February 15, 2000, effective as of the Fourth Amendment Effective
Date, the definition of the term "Aggregate Purchase Price Limit" set forth in
Paragraph 2 of the Repo Agreement is hereby amended to read in its entirety as
follows:

          "'AGGREGATE PURCHASE PRICE LIMIT' shall mean on any date an amount
     equal to: (a) (i) at any time prior to February 4, 2000, $150,000,000, (ii)
     at any time on and after February 4, 2000 but prior to February 15, 2000,
     $140,000,000, (iii) at any time on and after February 15, 2000,
     $125,000,000, in each case minus (b) the Buyer's commitment to extend
     credit to Aames Funding Corp. in the aggregate amount of $1,000,000."

     4. MINIMUM TANGIBLE NET WORTH. To reflect the agreement of the parties
hereto to amend the negative covenant regarding the Guarantor's and the Seller's
respective minimum Tangible Net Worth, effective as of the Fourth Amendment
Effective Date:

         (a) Subparagraphs 12(j)(1) and 12(j)(2) of the Repo Agreement are
hereby amended to read in their entirety as follows:

          "(1) Guarantor's Tangible Net Worth to be less than $105,000,000
     during the period from December 31, 1999 through February 29, 2000, or

          (2) Seller's Tangible Net Worth to be less than $390,000,000 during
     the period from December 31, 1999 through February 29, 2000."

         (b) Subparagraphs 4(j)(1) and 4(j)(2) of the Guaranty are hereby
amended to read in their entirety as follows:

          "(1) Guarantor's Tangible Net Worth to be less than $105,000,000
     during the period from December 31, 1999 through February 29, 2000, or

          (2) Seller's Tangible Net Worth to be less than $390,000,000 during
     the period from December 31, 1999 through February 29, 2000."

     5. MINIMUM PROFITABILITY. The Buyer hereby waives, effective as of the
Fourth Amendment Effective Date: (a) compliance by the Seller with the negative
covenant on

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minimum profitability set forth in Paragraph 12(k) of the Repo Agreement for
the calendar quarter ended December 31, 1999, and (b) compliance by the
Guarantor with the negative covenant on minimum profitability set forth in
Paragraph 4(k) of the Repo Agreement for the calendar quarter ended December
31, 1999.

     6. NON-WAREHOUSE DEBT. To reflect the agreement of the parties hereto to
amend the negative covenant regarding the Non-Warehouse Debt Ratio, effective as
of the Fourth Amendment Effective Date:

         (a) Paragraph 12(l) of the Repo Agreement is hereby amended to read in
its entirety as follows:

          "(l) NON-WAREHOUSE DEBT. Permit the Non-Warehouse Debt Ratio of
     Guarantor and its consolidated Subsidiaries to exceed 2.50:1.00 for the
     calendar quarter ending December 31, 1999."

         (b) Paragraph 4(l) of the Guaranty is hereby amended to read in its
entirety as follows:

          "(l) NON-WAREHOUSE DEBT. Permit the Non-Warehouse Debt Ratio of
     Guarantor and its consolidated Subsidiaries to exceed 2.50:1.00 for the
     calendar quarter ending December 31, 1999."

     7. MAINTENANCE OF LIQUIDITY. To reflect the agreement of the parties hereto
to amend the negative covenant regarding the maintenance of liquidity, effective
as of the Fourth Amendment Effective Date:

         (a) Subparagraph 12(m)(1) of the Repo Agreement is hereby amended to
read in its entirety as follows:

               "(1) The aggregate amount of the Guarantor's cash, Cash
          Equivalents and available borrowing capacity on unencumbered assets
          that could be drawn against (taking into account required haircuts)
          under committed warehouse or working capital facilities, on a
          consolidated basis and on any given day, to be less than $5,000,000;
          PROVIDED, HOWEVER, that the liquidity of the Guarantor, on a
          consolidated basis and on any given day, may fall below the foregoing
          threshold one time in any given calendar month and such noncompliance
          shall not last for more than three Business Days, but may in no event
          fall below $1,000,000 at any time; or"

         (b) Subparagraph 4(m)(1) of the Guaranty is hereby amended to read in
its entirety as follows:

               "(1) The aggregate amount of the Guarantor's cash, Cash
          Equivalents and available borrowing capacity on unencumbered assets
          that could be drawn against (taking into account required haircuts)
          under committed warehouse or working capital facilities, on a
          consolidated basis and on any given day, to be less than $5,000,000;
          PROVIDED, HOWEVER, that the liquidity of the Guarantor, on a
          consolidated basis and on any given day, may fall below the foregoing
          threshold one time in any given calendar month and

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          such noncompliance shall not last for more than three Business
          Days, but may in no event fall below $1,000,000 at any time; or"

     8. FOURTH AMENDMENT EFFECTIVE DATE. This Fourth Amendment shall become
effective as of December 30, 1999 (the "Fourth Amendment Effective Date") upon
the earliest date on which the Buyer has received a copy of this Fourth
Amendment, duly executed by all parties hereto.

     9. REAFFIRMATION OF OBLIGATIONS. Each of Seller and Guarantor hereby
reaffirms all of its obligations under the Repo Agreement and Guaranty
respectively and under all other documents, instruments and agreements executed
in connection therewith and acknowledges and agrees that such obligations are
not altered, modified or affected in any manner or to any extent except as
expressly provided herein.

     10. COUNTERPARTS. This Fourth Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
agreement.

     11. REPRESENTATIONS AND WARRANTIES. Each of Seller and Guarantor hereby
represents and warrants to Buyer as follows:

         (a) Each of Seller and Guarantor has the corporate power and authority
and the legal right to execute, deliver and perform this Fourth Amendment and
has taken all necessary corporate action to authorize the execution, delivery
and performance of this Fourth Amendment. This Fourth Amendment has been duly
executed and delivered on behalf of Seller and Guarantor and constitutes the
legal, valid and binding obligations of each, enforceable against each in
accordance with its terms.

         (b) At and as of the date of execution hereof and at and as of the
Fourth Amendment Effective Date and both prior to and after giving effect
hereto: (i) the representations and warranties of Seller and Guarantor contained
in the Repo Agreement and the Guaranty are accurate and complete in all
respects, and (ii) there has not occurred an Event of Default or Potential
Default.

     12. NO OTHER AMENDMENT OR WAIVER. Except as expressly amended hereby, the
Repo Agreement and the Guaranty shall remain in full force and effect as written
and amended to date. Each of the Seller and the Guarantor hereby acknowledges
and agrees that nothing contained herein shall constitute any agreement by the
Buyer to waive any covenant in the Repo Agreement or in the Guaranty other than
those expressly waived pursuant to Paragraph 2 and Paragraph 5 above.

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                           [signature page to follow]


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

                                      AAMES CAPITAL CORPORATION


                                      By:     /s/ David A. Sklar
                                         -------------------------------------
                                      Name:   David A. Sklar
                                            ----------------------------------
                                      Title:  Executive Vice President and CFO
                                            ----------------------------------


                                      AAMES FINANCIAL CORPORATION


                                      By:     /s/ David A. Sklar
                                         -------------------------------------
                                      Name:   David A. Sklar
                                            ----------------------------------
                                      Title:  Executive Vice President and CFO
                                            ----------------------------------


                                      BANK OF AMERICA, N.A.


                                      By:      /s/ Kurt Y. Kodama
                                         -------------------------------------
                                      Name:    Kurt Y. Kodama
                                            ----------------------------------
                                      Title:   Vice President
                                            ----------------------------------



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