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                                                               EXHIBIT 10.31(j)


                               TENTH AMENDMENT
                 TO THE MASTER LOAN AND SECURITY AGREEMENT

     Tenth Amendment, dated as of November 9, 2001 (this "AMENDMENT"), to the
Master Loan and Security Agreement, dated as of October 29, 1999 (as
previously amended, supplemented or otherwise modified, the "EXISTING LOAN
AGREEMENT", and as amended hereby, the "LOAN AGREEMENT"), between AAMES
CAPITAL CORPORATION (the "BORROWER"), and MORGAN STANLEY DEAN WITTER MORTGAGE
CAPITAL INC., formerly MORGAN STANLEY MORTGAGE CAPITAL INC., (the "LENDER").

                                     RECITALS

     The Borrower and the Lender are parties to the Existing Loan Agreement.
Capitalized terms used but not otherwise defined herein shall have the
meanings given to them in the Existing Loan Agreement.

     The Borrower and the Lender have agreed, subject to the terms and
conditions of this Amendment, that the Existing Loan Agreement be amended to
extend the Termination Date as set forth herein.

     Accordingly, the Borrower and the Lender hereby agree, in consideration
of the mutual premises and mutual obligations set forth herein, that the
Existing Loan Agreement is hereby amended as follows:

     SECTION 1. AMENDMENT.  Section 1.01 of the Existing Loan Agreement
is hereby amended by deleting the definition of "TERMINATION DATE" in its
entirety and substituting in lieu thereof the following new definition:

     "'TERMINATION DATE' shall mean November 16, 2001 or such earlier date on
which this Loan Agreement shall terminate in accordance with the provisions
hereof or by operation of law."

     SECTION 2. CONDITIONS PRECEDENT.  This Amendment shall become effective
on the date (the "AMENDMENT EFFECTIVE DATE") on which the following
conditions precedent shall have been satisfied:

     2.1  DELIVERED DOCUMENTS.  On the Amendment Effective Date, the Lender
shall have received the following documents, each of which shall be
satisfactory to the Lender in form and substance:

          (a) AMENDMENT.  This Amendment, executed and delivered by a duly
     authorized officer of the Borrower and the Lender; and

          (b) OTHER DOCUMENTS.  Such other documents as the Lender or counsel
     to the Lender may reasonably request.


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     2.2 NO DEFAULT.  On the Amendment Effective Date, (i) the Borrower and
the Guarantor shall be in compliance with all the terms and provisions set
forth in the Existing Loan Agreement on its part to be observed or performed,
(ii) the representations and warranties made and restated by the Borrower
pursuant to Section 3 of this Amendment shall be true and complete on and as
of such date with the same force and effect as if made on and as of such date
and (iii) no Default shall have occurred and be continuing on such date.

     SECTION 3. REPRESENTATIONS AND WARRANTIES.  The Borrower and the
Guarantor hereby represents and warrants to the Lender that it is in
compliance with all the terms and provisions set forth in the Loan Documents
on its part to be observed or performed, and that no Default has occurred or
is continuing, and hereby confirms and reaffirms the representations and
warranties contained in Section 6 of the Loan Agreement.

     SECTION 4. LIMITED EFFECT.  Except as expressly amended and modified by
this Amendment, the Existing Loan Agreement shall continue to be, and shall
remain, in full force and effect in accordance with its terms; PROVIDED,
HOWEVER, that reference therein and herein to the "Loan Documents" shall be
deemed to include, in any event, (i) the Existing Loan Agreement, (ii) this
Amendment, (iii) the Note and (iv) the Custodial Agreement.  Each reference
to the Loan Agreement in any of the Loan Documents shall be deemed to be a
reference to the Loan Agreement as amended hereby.

     SECTION 5. COUNTERPARTS.  This Amendment 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.

     SECTION 6. GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF.

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

                                       BORROWER

                                       AAMES CAPITAL CORPORATION

                                       By:
                                          ------------------------------
                                          Name:
                                          Title:

                                       GUARANTOR

                                       AAMES FINANCIAL CORPORATION

                                       By:
                                          ------------------------------
                                          Name:
                                          Title:

                                       LENDER

                                       MORGAN STANLEY DEAN WITTER
                                       MORTGAGE CAPITAL INC. (formerly
                                       MORGAN STANLEY MORTGAGE
                                       CAPITAL INC.)

                                       By:
                                          ------------------------------
                                          Name:
                                          Title:


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