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                                                                EXHIBIT 10.22(c)


                               SECOND AMENDMENT TO
                          RESIDUALS FINANCING AGREEMENT


         THIS SECOND AMENDMENT TO RESIDUALS FINANCING AGREEMENT (this
"Amendment") is made and dated as of the 10th day of December, 1998, by and
among AAMES CAPITAL CORPORATION, a California corporation (the "Company"), AAMES
FINANCIAL CORPORATION, a Delaware corporation and the sole shareholder of the
Company (the "Parent"), and NATIONSBANK, N.A., a national banking association
(the "Lender").


                                    RECITALS

         A. Pursuant to that certain Residuals Financing Agreement dated as of
September 4, 1998 among the Company, the Parent and the Lender (as amended,
extended and replaced from time to time, the "Agreement" and with capitalized
terms used herein and not otherwise defined herein used with the meanings given
such terms in the Agreement), the Lender agreed to extend credit to the Company
on the terms and subject to the conditions set forth therein.

         B. The Company wishes to pledge additional Collateral to create
additional availability in the credit facility under the Agreement for a limited
time period and the Lender has agreed to permit the creation of such temporary
availability on certain terms and conditions, all as set forth more particularly
below.

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


                                    AGREEMENT

         1. DELIVERY OF ADDITIONAL COLLATERAL FOR TEMPORARY AVAILABILITY. On or
before the Second Amendment Effective Date (as such term is defined in Paragraph
3 below), the Company shall deliver to The Chase Manhattan Bank, as custodian on
behalf of the Lender (the "Custodian"), the certificates representing the
Residual Mortgage-Backed Securities set forth on SCHEDULE I hereto, properly
endorsed in blank for transfer (collectively, as so endorsed, the "Additional
Collateral"), under cover of a letter addressed to the Lender requesting the
Additional Collateral to be identified as Collateral for the Obligations
pursuant to the Security Agreement.
The parties hereto hereby agree that:

              (a) As of the Second Amendment Effective Date, the Additional
Collateral shall constitute Eligible Residual Securities identified as
Collateral pursuant to the


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Security   Agreement  with  an  aggregate   Established   Collateral   Value  of
$20,000,000.00.  The  Lender  agrees  that,  on the  terms  and  subject  to the
conditions  set  forth in the  Agreement,  it shall  from  time to time from and
including the Second Amendment Effective Date to but not including the Temporary
Availability  Termination  Date  (as  defined  in  Paragraph  1(b)  below)  make
Revolving  Loans under the  Agreement on account of the  increased  availability
under the Residuals Borrowing Base resulting from the delivery of the Additional
Collateral (all such Revolving Loans, collectively, the "New Advances").

              (b) On the earlier of December 31, 1998 and the date on which all
outstanding New Advances have been repaid in full (as such date may be
reinstated and extended pursuant to Paragraph 1(e) below, the "Temporary
Availability Termination Date"):

                  (i) The Additional Collateral shall automatically cease to
constitute Eligible Residual Securities;

                  (ii) The Collateral Value of the Residuals Borrowing Base
shall be automatically reduced accordingly; and

                  (iii) The New Advances shall become immediately due and
payable in full.

              (c) If, but only if, the New Advances are paid in full in strict
compliance with the requirement of Paragraph 1(d) below on or before the
Temporary Availability Termination Date out of the Company's own funds (and not
as a result of the sale or other disposition of any Collateral and application
of funds therefrom), the Lender shall promptly release the Additional Collateral
from the Lien under the Security Agreement and shall notify the Custodian to
deliver the Additional Collateral to such Persons as the Company may direct. The
parties hereto acknowledge and agree the Lender shall have no obligation to
release the Additional Collateral except pursuant to the immediately preceding
sentence, notwithstanding any circumstance which would prohibit the Company, or
cause the Company to be unable, to timely repay the New Advances in accordance
with Paragraph 1(d), including, without limitation, in the event the Company
becomes involved in a bankruptcy or similar proceeding. The Lender acknowledges
and agrees that in the event all Obligations under the Agreement are repaid in
full, the Lender shall release all Collateral, including the Additional
Collateral, in accordance with applicable laws.

              (d) Subject to the prepayment requirements under the Agreement and
under Paragraphs 1(b)(iii) above and 1(f) below, the Company shall pay the
principal amount of each New Advance no later than the earlier of (i) the tenth
(10th) Business Day after the date such Revolving Loan is made and (ii) the
Temporary Availability Termination Date. The Term-Out Option shall not be
available with respect to any such Revolving Loan.


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              (e) In the event each of the following conditions shall have been
satisfied on or before January 5, 1999 (the earliest date on which all such
conditions shall have been satisfied being the "Reinstatement Date"):

                  (i) The Company has delivered to the Lender evidence that a
definitive agreement, in form and substance satisfactory to the Lender in its
sole discretion, has been duly executed by Capital Z Partners Ltd. ("Capital
Z"), pursuant to which agreement Capital Z is committed and obligated to make a
capital investment in the Company in an amount not less than $100,000,000.00
subject to customary terms and conditions in such agreement;

                  (ii)There exists no Event of Default or Potential Default
other than any which has been waived by the Lender in its sole discretion; and

                  (iii) The Company has re-delivered to the Lender (or the
Custodian on behalf of the Lender) the Additional Collateral, under cover of a
letter addressed to the Lender requesting the Additional Collateral to be
identified as Collateral pursuant to the Security Agreement;

then the Temporary Availability Termination Date shall be reinstated and
extended to the earlier of January 31, 1999 and the date on which all
outstanding New Advances advanced on and after the Reinstatement Date have been
repaid in full. As of the Reinstatement Date, the Additional Collateral shall
once again constitute Eligible Residual Securities identified as Collateral
pursuant to the Security Agreement with an aggregate Established Collateral
Value of $20,000,000.00, and the Lender agrees that, on the terms and subject to
the conditions set forth in the Agreement, it shall from time to time from and
including the Reinstatement Date to but not including the Temporary Availability
Termination Date make New Advances.

         (f) The Company shall immediately prepay any outstanding Revolving
Loans advanced pursuant to this Amendment from cash available to the Company for
general corporate purposes. Notwithstanding the previous sentence, the Lender
acknowledges that before such cash is applied to the prepayment of such
Revolving Loans such cash will first be applied (i) to repay any outstanding
"Tranche B Loans" to the extent required (and as such term is defined) under the
terms of the Warehousing Agreement, (ii) to make payroll and payroll-related
payments of the consolidated Parent as they become due, (iii) to pay net
operating costs of the consolidated Parent not to exceed $1,000,000.00 on any
one day, and (iv) to make payments to the State of California on account of
escheat payments due pursuant to any notice received by the Parent.

         (g) The Lender hereby agrees that with respect to any Revolving Loan to
be funded pursuant to this Amendment, the Lender shall not cite as grounds for
refusing to fund such Revolving Loans pursuant to the terms of the Agreement the
occurrence of events that have been disclosed and reported to the Lender in (i)
the press release of the Company dated November 16, 1998, (ii) the Company's
Form 10-Q filing for the quarter 


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ended September 30, 1998, and (iii) the cash flow  projections  delivered by the
Company to the Lender concurrently herewith.  Notwithstanding the foregoing, the
Lender  has not,  and shall not be deemed to have,  waived  any Event of Default
which  does  exist,  has in the past  existed,  or at any time in the future may
exist under the Agreement, and the Lender hereby reserves all rights, powers and
remedies  available to it under the Agreement  and the other Loan  Documents and
under applicable law.

         2. REAFFIRMATION OF LOAN DOCUMENTS. Each of the Company and the Parent
hereby affirms and agrees that (a) except as expressly amended hereby, the
execution and delivery by the Company and the Parent of and the performance of
their obligations under this Amendment shall not in any way amend, impair,
invalidate or otherwise affect any of the obligations of the Company or the
Parent or the rights of the Lender under the Agreement, the Security Agreement,
the Guaranty or any other Loan Document, (b) the term "Obligations" as used in
the Loan Documents includes, without limitation, the Obligations of the Company
under the Agreement as amended hereby.

         3. SECOND AMENDMENT EFFECTIVE DATE. This Amendment shall be effective
as of the earliest date (the "Second Amendment Effective Date") on which each of
the following events shall have occurred:

              (a) Each of the Company and the Parent has duly executed and 
delivered to the Lender this Amendment;

              (b) The Company has duly delivered to the Custodian the Additional
Collateral pursuant to Paragraph 1 above; and

              (c) Each of the Custodian, the Lender and the Company has duly
executed a custody agreement in the form of EXHIBIT A attached hereto.

         4. REPRESENTATIONS AND WARRANTIES. Each of the Company and the Parent
hereby represents and warrants to the Lender that it has the corporate power and
authority and the legal right to execute, deliver and perform this Amendment and
has taken all necessary corporate action to authorize the execution, delivery
and performance of this Amendment, and that this Amendment has been duly
executed and delivered on behalf of the Company and the Parent and constitutes
the legal, valid and binding obligations of each, enforceable against each in
accordance with its terms.

         5. NO OTHER AMENDMENT. Except as expressly amended hereby, the Loan
Documents shall remain in full force and effect as written and amended to date.

         6. COUNTERPARTS. This 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.


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


                                           AAMES CAPITAL CORPORATION, a 
                                           California corporation

                                           By:      /S/  BARBARA S. POLSKY
                                              ----------------------------------
                                           Name:    Barbara S. Polsky
                                                --------------------------------
                                           Title:   EVP & CFO
                                                 -------------------------------


                                           AAMES FINANCIAL CORPORATION, a
                                           Delaware corporation

                                           By:      /S/  BARBARA S. POLSKY
                                              ----------------------------------
                                           Name:    Barbara S. Polsky
                                                --------------------------------
                                           Title:   EVP & General Counsel
                                                 -------------------------------


                                           NATIONSBANK, N.A., a national banking
                                           association

                                           By:     /S/ CAROLYN WARREN
                                              ----------------------------------
                                           Name:   Carolyn Warren
                                                --------------------------------
                                           Title:  Senior Vice President
                                                 -------------------------------


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                                   SCHEDULE I

                        SCHEDULE OF ADDITIONAL COLLATERAL

Aames Mortgage Trust 1995-C Mortgage  Pass-Through  Certificate,  Series 1995-C,
Class R, Certificate No.: R02

Aames Mortgage Trust 1995-D Mortgage  Pass-Through  Certificate,  Series 1995-D,
Class R, Certificate No.: R02

Aames Mortgage Trust 1996-A Mortgage  Pass-Through  Certificate,  Series 1996-A,
Class R, Certificate No.: R02

Aames Mortgage Trust 1996-B Mortgage  Pass-Through  Certificate,  Series 1996-B,
Class R, Certificate No.: R02

Aames Mortgage Trust 1996-C Mortgage  Pass-Through  Certificate,  Series 1996-C,
Class R, Certificate No.: R02


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