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                                                                EXHIBIT 10.3(a)


             FIRST AMENDMENT TO SECOND AMENDED AND RESTATED MASTER
                         REPURCHASE AGREEMENT GOVERNING
                     PURCHASES AND SALES OF MORTGAGE LOANS

This First Amendment, dated as of June 1, 2000 (the "FIRST AMENDMENT"), to
the Second Amended and Restated Master Repurchase Agreement Governing
Purchases and Sales of Mortgage Loans dated as of April 28, 2000 (the
"AGREEMENT"), is made by and between LEHMAN COMMERCIAL PAPER INC. ("BUYER")
and AAMES CAPITAL CORPORATION ("SELLER" and, together with the Buyer, the
"PARTIES").

                                  RECITALS

     WHEREAS, the Seller and the Buyer are parties to the Agreement, pursuant
to which the Buyer has agreed, subject to the terms and conditions set forth
in the Agreement, to purchase certain mortgage loans owned by the Seller,
including, without limitation, all rights of Seller to service and administer
such mortgage loans.  Terms used but not defined herein shall have the
respective meanings ascribed to such terms in the Agreement, as amended
hereby.

     WHEREAS, the Parties wish to amend the Agreement to modify certain of
the terms and conditions governing the purchase and sale of the mortgage
loans.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto agree as
follows:

     SECTION 1.  AMENDMENTS.

     Effective as of March 31, 2000 the following Sections of the Agreement
are hereby amended as follows:

1.1  Section 13(a)(xii) of the Agreement is hereby deleted in its entirety
     and replaced with the following:

          "either Net Worth or Tangible Net Worth of the Guarantor shall be
          less than (a) prior to and on June 30, 2000, $35,000,000, (b) after
          June 30, 2000 and prior to and on July 31, 2000, $60,000,000 and
          (c) after July 31, 2000, $75,000,000;"

1.2  Section 13(a)(xiii) of the Agreement is hereby deleted in its entirety
     and replaced with the following:

          "Tangible Net Worth of the Seller at any time shall be less than
          the sum of (a) $315,000,000, plus (b) an amount equal to 75% of the
          aggregate positive Net Income (without deduction for quarterly
          losses) of the Seller plus (iii) 80% of the net proceeds from the
          issuance of any equity

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          securities of the Seller or the making of any capital contributions
          to the Seller, in either case after July 31, 2000;"

1.3  Section 13(a)(xiv) of the Agreement is hereby deleted in its entirety and
     replaced with the following:

          "the Interest Coverage Ratio of the Guarantor shall exceed 1.05 to
          1.0 on the last Business Day of any calendar quarter beginning with
          the fiscal quarter ending September 2000;"

1.4  Section 13(a)(xv) of the Agreement is hereby deleted in its entirety and
     replaced with the following:

          "the Leverage Ratio of the Guarantor shall exceed (a) prior to and
          on June 30, 2000, 13.0 to 1.0, (b) after June 30, 2000 and prior to
          and on July 31, 2000, 12.0 to 1.0 and (c) after July 31, 2000, 10.0
          to 1.0;"

1.5  Section 13(a)(xvi) of the Agreement is hereby deleted in its entirety
     and replaced with the following:

          "the Adjusted Leverage Ratio of the Guarantor shall exceed (a)
          prior to and on June 30, 2000, 7.0 to 1.0, (b) after June 30, 2000
          and prior to and on July 31, 2000, 6.0 to 1.0 and (c) after July
          31, 2000, 5.0 to 1.0;"

1.6  Section 13(a)(xviii) of the Agreement is hereby deleted in its entirety
     and replaced with the following:

          "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, shall be less than (a)
          prior to and on June 15, 2000, $5,000,000 and (b) after June 15,
          2000, $15,000,000;"

1.7  Section 13(a)(xxi) of the Agreement is hereby deleted in its entirety
     and replaced with the following:

          "for any fiscal quarter of the Guarantor, beginning with the fiscal
          quarter ending September 30, 2000, the Guarantor and its
          subsidiaries shall incur a net loss on a consolidated basis in
          accordance with GAAP; or"

     SECTION 2.  COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE PARTIES.

2.1  Except as expressly amended by Section 1 hereof, the Agreement remains
     unaltered and in full force and effect.  Each of the Parties hereby
     reaffirms all terms and covenants made in the Agreement as amended
     hereby.

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2.2  Each of the Parties hereby represents and warrants to the other that (a)
     this First Amendment constitutes the legal, valid and binding obligation
     of such Party, enforceable against such Party in accordance with its
     terms, and (b) the execution and delivery by such Party of this First
     Amendment has been duly authorized by all requisite corporate action on
     the part of such Party and will not violate any provision of the
     organizational documents of such Party.

     SECTION 3.  EFFECT UPON THE AGREEMENT.

3.1  Except as specifically set forth herein, the Agreement shall remain in
     full force and effect and is hereby ratified and confirmed.  All
     references to the "Agreement" in the Second Amended and Restated Master
     Repurchase Agreement Governing Purchases and Sales of Mortgage Loans
     shall mean and refer to the Second Amended and Restated Master
     Repurchase Agreement Governing Purchases and Sales of Mortgage Loans as
     modified and amended hereby.

3.2  The execution, delivery and effectiveness of this First Amendment shall
     not operate as a waiver of any right, power or remedy of any Party under
     the Agreement, or any other document, instrument or agreement executed
     and/or delivered in connection therewith.

     SECTION 4.  EQUITY INVESTMENT.

     The Seller shall arrange for an equity investment from Capital Z into
     Aames Financial Corporation in the aggregate amount of not less than
     FIFTY MILLION DOLLARS ($50,000,000), gross of expenses, which investment
     shall be in form and substance satisfactory to the Buyer (the "EQUITY
     INVESTMENT").  The failure to (a) consummate at least $25,000,000 of the
     Equity Investment on or prior to June 30, 2000 or (b) consummate the
     entire Equity Investment on or prior to July 31, 2000, shall constitute
     an Event of Default under the Agreement.

     SECTION 5.  GOVERNING LAW.

     THIS FIRST AMENDMENT SHALL BE CONSTRUED, INTERPRETED AND GOVERNED BY THE
     LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF
     LAWS PRINCIPLES THEREOF.

     SECTION 6.  COUNTERPARTS.

     This First Amendment may be executed in any number of counterparts, and
     all such counterparts shall together constitute the same agreement.


                           [SIGNATURE PAGE FOLLOWS]
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     IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment
to be executed as of the day and year first above written.

                                        SELLER:

                                        AAMES CAPITAL CORPORATION, as Seller


                                        By: /s/ John Kohler
                                           ------------------------------------
                                           Name:  John Kohler
                                           Title: Executive Vice President



                                        BUYER:

                                        LEHMAN COMMERCIAL PAPER INC., as Buyer


                                        By: /s/ Fred C. Madonna
                                           ------------------------------------
                                           Name: Fred C. Madonna
                                           Title: Authorized Signatory