Exhibit
10.33(i)

AMENDMENT
NUMBER ELEVEN  to the  Warehouse Loan and Security Agreement  Dated as of February 10,
2000  as Amended and Restated to and including March 21, 2002  among  AAMES CAPITAL
CORPORATION  AAMES FUNDING CORPORATION  and  GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.

This
AMENDMENT NUMBER ELEVEN is made this 24th day of March, 2004, among
AAMES CAPITAL CORPORATION, AAMES FUNDING CORPORATION and AAMES INVESTMENT
CORPORATION, each having an address at 350 South Grand Avenue, Los Angeles,
California 90071 (each, a Borrower and collectively,
the Borrowers) and GREENWICH CAPITAL FINANCIAL PRODUCTS,
INC., having an address at 600 Steamboat Road, Greenwich, Connecticut 06830 (the
Lender), to the Warehouse Loan and Security Agreement, dated
as of February 10, 2000 as amended and restated to and including March 21, 2002,
by and between the Borrowers 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 Borrowers have requested that the Lender agree to amend the Agreement to
remove Aames Funding Corporation as a borrower under the Agreement and to add
Aames Investment Corporation as a borrower under the Agreement as set forth
herein;

WHEREAS,
as of the date of this Amendment, the Borrowers (including Aames Investment
Corporation) represent to the Lender that they are in compliance with all of the
representations and warranties and all of the affirmative and negative covenants
set forth in the Agreement and are not in default under the Agreement; and

WHEREAS,
the Borrowers 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 March 24, 2004, Section 1 of the Agreement is hereby amended
by adding the following new defined term immediately following the defined term
Aames Capital:

Aames
Investment shall mean Aames Investment Corporation and any permitted
successors and assigns.

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SECTION
2. Effective as of March 24, 2004, Section 1 of the Agreement is hereby amended
by deleting the definitions of Tranche A Collections, Tranche B Advances and
Tranche B Collections and replacing them with the following:

| | Tranche
A Collections shall mean all cash collections and other cash proceeds
of any Mortgage Loans other than Mortgage Loans pledged to the Lender by Aames
Investment.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Tranche
B Advances shall mean Advances made by the Lender to Aames Investment
pursuant to Section 2.01(a)(ii).
| | ----------------------------------------------------------------------------------------------------------------

| | Tranche
B Collections shall mean all cash collections and other cash proceeds
of any Collateral pledged to the Lender by Aames Investment.
| | --------------------------------------------------------------------------------------------------------------------------------------------

SECTION
3. Effective as of March 24, 2004, Section 2.01(a)(ii) of the Agreement is
hereby amended to read in its entirety as follows:

| | (ii)     
to Aames Investment, with respect to Tranche B Advances, on any Business Day  from and
including the Effective Date to but excluding the Termination Date in  an aggregate
principal amount at any one time outstanding up to but not  exceeding $1,000,000 (and
further subject to the limitations in the definition  of Collateral Value); provided that
the Tranche B Advances shall at all times be  secured by both (a) Mortgage Loans with a
Market Value equal to the aggregate  outstanding principal balance of such Tranche B
Advances and (b) Cash  Equivalents with a face amount equal to the aggregate outstanding
principal  balance of such Tranche B Advances. Subject to the terms and conditions of
this  Warehouse Agreement, during such period Aames Investment may borrow, repay and
reborrow Tranche B Advances hereunder; provided that, Aames Investment shall not  request
more than one Tranche B Advance in any one week period;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION
4. Effective as of March 24, 2004, Section 2.03(b) of the Agreement is hereby
amended to read in its entirety as follows:

| | (b)     
Borrowing Procedure for Requesting a Tranche B Advance. Aames Investment may request
a Tranche B Advance on any Business Day during the period from and including
the Effective Date to the Termination Date, by delivering to the Lender, with a copy
to the Custodian, a Mortgage Loan Data Transmission and a Notice of Borrowing and
Pledge appropriately completed, which must be received no later than 2:00 p.m.
(eastern time) two Business Days prior to the requested Funding Date. Such Notice of
Borrowing and Pledge shall include a Mortgage Loan List in respect of the Eligible
Mortgage Loans, and a list of Cash Equivalents that Aames Investment proposes to pledge
to the Lender and to be included in the Borrowing Base in connection with such
borrowing.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION
5. Effective as of March 24, 2004, the last paragraph of Section 5.02 of the
Agreement is hereby amended to read in its entirety as follows:

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| | Notwithstanding
any other terms and conditions of this Warehouse Agreement, Aames Investment
shall not be required to satisfy any conditions precedent other than those
provided in Section 5.01(a), 5.01(b)(i) and 5.01(b)(ii) until such date as Aames
Investment shall request an Advance hereunder, at which time it shall be a
condition precedent to the Lender making such Advance that Aames Investment
shall have satisfied all conditions provided herein.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION
6. Effective as of March 24, 2004, Section 8.02(d) of the Agreement is hereby
amended to read in its entirety as follows:

| | (d)     
Aames Capital shall (or, if there are any outstanding Tranche B Advances
outstanding, Aames Investment shall) fail to comply with the requirements of any
of Sections 7.03, 7.04, 7.05, 7.06, 7.09, 7.10, 7.11, 7.12, 7.13, 7.14, 7.15,
7.16, 7.17, 7.22 or 7.25 hereof or the Guarantor shall fail to comply with the
requirements of Section 3(b) of the Guaranty; or either Borrower shall otherwise
fail to observe or perform any other agreement contained in this Warehouse
Agreement or any other Loan Document and such failure to observe or perform
shall continue unremedied for a period of five (5) Business Days; or
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION
7. Effective as of March 24, 2004, Exhibit A to the Agreement is hereby amended
to read in its entirety as set forth on Attachment A to this Amendment Number
Eleven.

SECTION
8. Effectiveness of Amendment.This Amendment Number Eleven shall
be effective upon the Lenders receipt of a new fully executed Note in the
form attached hereto on Attachment A.

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

SECTION
10. 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
11. Representations. The Borrowers hereby represent to the Lender that as
of the date hereof, the Borrowers are 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
12. Governing Law. This Amendment Number Eleven 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 Sections 5-1401 and 5-1402 of the New York General Obligations Law).

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SECTION
13. Counterparts. This Amendment Number Eleven 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.

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IN
WITNESS WHEREOF, the Borrowers and the Lender have caused this Amendment Number
Eleven 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: Jon D. Van Deuren
      Title: Senior Vice President, Finance
| |  |                                                                    
| |  | AAMES FUNDING CORPORATION                                          
| |  | (Borrower)                                                         
| |  |                                                                    
| |  |                                                                    
| |  | By _____________________________________________                   
| |  |                                                                    
| |  | Name: Jon D. Van Deuren
      Title: Senior Vice President, Finance
| |  |                                                                    
| |  | AAMES INVESTMENT CORPORATION                                       
| |  | (Borrower)                                                         
| |  |                                                                    
| |  |                                                                    
| |  | By _____________________________________________                   
| |  |                                                                    
| |  | Name: Jon D. Van Deuren
      Title: Senior Vice President, Finance
| |  |                                                                    
| |  |                                                                    
| |  | GREENWICH CAPITAL
        FINANCIAL PRODUCTS, INC.                 
| |  | (LENDER)                                                           
| |  |                                                                    
| |  |                                                                    
| |  | By _____________________________________________                   
| |  |                                                                    
| |  | Name:
      Title:                                                 

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# ATTACHMENT
A

EXHIBIT A

# PROMISSORY NOTE

$300,000,000

___________,
2004 New York, New York

FOR
VALUE RECEIVED, AAMES CAPITAL CORPORATION, a California corporation and AAMES
INVESTMENT CORPORATION, a California corporation (each a
Borrower, collectively, the Borrowers),
hereby promise to pay to the order of GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
(the Lender), at the principal office of the Lender at 600
Steamboat Road, Greenwich, Connecticut 06830, in lawful money of the United
States, and in immediately available funds, the principal sum of THREE HUNDRED
MILLION DOLLARS ($300,000,000) (or such lesser amount as shall equal the
aggregate unpaid principal amount of the Advances made by the Lender to the
Borrowers under the Warehouse Agreement), on the dates and in the principal
amounts provided in the Warehouse Agreement, and to pay interest on the unpaid
principal amount of each such Advance, at such office, in like money and funds,
for the period commencing on the date of such Advance until such Advance shall
be paid in full, at the rates per annum and on the dates provided in the
Warehouse Agreement.

The
date, amount and interest rate of each Advance made by the Lender to the
Borrowers, and each payment made on account of the principal thereof, shall be
recorded by the Lender on its books and, prior to any transfer of this Note,
endorsed by the Lender on the schedule attached hereto or any continuation
thereof; provided, that the failure of the Lender to make any such
recordation or endorsement shall not affect the obligations of the Borrowers to
make a payment when due of any amount owing under the Warehouse Agreement or
hereunder in respect of the Advances made by the Lender.

This
Note is the Note referred to in the Warehouse Loan and Security Agreement, dated
as of February 10, 2000, as amended and restated to and including March 21, 2002
(as amended, supplemented or otherwise modified and in effect from time to time,
the Warehouse Agreement) between the Borrowers, and the
Lender, and evidences Advances made by the Lender thereunder. Terms used but not
defined in this Note have the respective meanings assigned to them in the
Warehouse Agreement.

The
Borrowers agree to pay all the Lenders costs of collection and enforcement
(including reasonable attorneys fees and disbursements of Lenders
counsel) in respect of this Note when incurred, including, without limitation,
reasonable attorneys fees through appellate proceedings.

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Notwithstanding
the pledge of the Collateral, the Borrowers hereby acknowledge, admit and agree
that the Borrowers obligations under this Note are recourse obligations of
the Borrowers to which the Borrowers pledge their full faith and credit.

The
Borrowers, and any indorsers or guarantors hereof, (a) severally waive
diligence, presentment, protest and demand and also notice of protest, demand,
dishonor and nonpayments of this Note, (b) expressly agree that this Note, or
any payment hereunder, may be extended from time to time, and consent to the
acceptance of further Collateral, the release of any Collateral for this Note,
the release of any party primarily or secondarily liable hereon, and (c)
expressly agree that it will not be necessary for the Lender, in order to
enforce payment of this Note, to first institute or exhaust the Lenders
remedies against the Borrowers or any other party liable hereon or against any
Collateral for this Note. No extension of time for the payment of this Note, or
any installment hereof, made by agreement by the Lender with any person now or
hereafter liable for the payment of this Note, shall affect the liability under
this Note of the Borrowers, even if the Borrowers are not a party to such
agreement; provided, however, that the Lender and the Borrowers,
by written agreement between them, may affect the liability of the Borrowers.

Any
reference herein to the Lender shall be deemed to include and apply to every
subsequent holder of this Note. Reference is made to the Warehouse Agreement for
provisions concerning optional and mandatory prepayments, Collateral,
acceleration and other material terms affecting this Note.

Any
enforcement action relating to this Note may be brought by motion for summary
judgment in lieu of a complaint pursuant to Section 3213 of the New York Civil
Practice Law and Rules. The Borrowers hereby submit to New York jurisdiction
with respect to any action brought with respect to this Note and waives any
right with respect to the doctrine of forum non conveniens with respect to such
transactions.

Each
Borrower hereby acknowledges and agrees that such Borrower shall be jointly and
severally liable for all obligations and indemnities of the Borrowers hereunder.













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This
Note shall be governed by and construed under the laws of the State of New York
(without reference to choice of law doctrine but with reference to Section
5-1401 of the New York General Obligations Law, which by its terms applies to
this Note) whose laws the Borrowers expressly elect to apply to this Note. The
Borrowers agree that any action or proceeding brought to enforce or arising out
of this Note may be commenced in the Supreme Court of the State of New York,
Borough of Manhattan, or in the District Court of the United States for the
Southern District of New York.

| |  | **AAMES
      CAPITAL CORPORATION**   
| |  | --------------------------------------
| |  |                                       
| |  | By:
      Name:
      Title:          
| |  |                                       
| |  | **AAMES INVESTMENT
      CORPORATION**
| |  |                                       
| |  | By:
      Name:
      Title:          
| |  |                                       
| |  |                                       
| |  |                                       













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# SCHEDULE
OF LOANS

This
Note evidences Advances made under the within-described Warehouse Agreement to
the Borrowers, on the dates, in the principal amounts and bearing interest at
the rates set forth below, and subject to the payments and prepayments of
principal set forth below:

|**Date
        Made** | **Principal
        Amount of Loan** | **Amount
        Paid or Prepaid** | **Unpaid
        Principal Amount** | **Notation
        Made by**
|--------------------- | ------------------------------------ | ---------------------------------- | ----------------------------------- | ----------------------------

























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