December
1, 2003

Aames
Capital Corporation and Aames Funding Corporation

350
S. Grand Avenue, 42nd FloorLos Angeles, California 90071Attn:
Jon Van Deuren

Re:
Commitment Letter for Revolving Credit and Security Agreement

Ladies and
Gentlemen:

This
Commitment Letter is made and entered into, as of the date set forth above, by
and between Countrywide Warehouse Lending (Lender), Aames Capital
Corporation and Aames Funding Corporation (collectively Borrower).
This Commitment Letter supplements the Revolving Credit and Security Agreement
(the Agreement) by and between Lender and Borrower. In the event
there exists any inconsistency between the Agreement and this Commitment Letter,
the latter shall be controlling notwithstanding anything contained in the
Agreement to the contrary. All capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to such terms in the Agreement.
This Commitment Letter supercedes all previous Commitment Letter and amendments
as of the Effective Date.

| | Effective
        Date:                                                 |  | December
      1, 2003                                                                                                                                                                                                                                                                                                | 
| | ----------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| |                                                                         |  |                                                                                                                                                                                                                                                                                                                       | 
| | Aggregate
        Credit Limit:                                         |  | Aggregate Credit Limit:
      $200,000,000                                                                                                                                                                                                                                                                            | 
| |                                                                         |  |                                                                                                                                                                                                                                                                                                                       | 
| | Financial
        Covenants:                                            |  | The ongoing availability
      of the Agreement is subject to the maintenance of the following financial
      covenants:                                                                                                                                                                                             | 
| |                                                                         |  |                                                                                                                                                                                                                                                                                                                       | 
| |                                                                         |  | (a) Minimum Tangible
      Net Worth: Maximum required by all other warehouse or debt facilities or
      $160,000,000
      for Borrower and $34,000,000 for Guarantor through
      December 31, 2003 and $60,000,000 thereafter;                                                                                   | 
| |                                                                         |  |                                                                                                                                                                                                                                                                                                                       | 
| |                                                                         |  | (b) Minimum Over/Under
      Account Balance: $250,000 (Borrower to be entitled to interest thereon at
      LIBOR);                                                                                                                                                                                                  | 
| |                                                                         |  |                                                                                                                                                                                                                                                                                                                       | 
| |                                                                         |  | (c) Minimum Liquidity:
      Borrower to maintain at all times cash or Cash Equivalents, in a minimum
      amount not
      to be less than $5,000,000 with respect to Borrower or
      $17.5 million with respect to Guarantor.                                                                                    | 
| |                                                                         |  |                                                                                                                                                                                                                                                                                                                       | 
| |                                                                         |  | (d) Maximum ratio
      of Total Liabilities and Warehouse Debt (Warehouse Debt is inclusive of
      outstandings on
      warehouse lines, repurchase facilities or other off
      balance sheet financing to Tangible Net Worth: 5.5:1
      with respect to Borrower and 12.0:1 with respect to
      Guarantor. | 
| |                                                                         |  |                                                                                                                                                                                                                                                                                                                       | 
| |                                                                         |  | (e) Net Income: Guarantor
      shall show positive pre-tax net income, on a rolling 2-quarter basis.                                                                                                                                                                                                                 | 
| |                                                                         |  |                                                                                                                                                                                                                                                                                                                       | 
| | Advance
        Request Deadline
        (upon receipt by Lender of all |  |                                                                                                                                                                                                                                                                                                                       | 



---

| | requirements):                                                                      |  | 2:00
      p.m. (Pacific time). Borrower to provide notice to
      Lender by 12:00 PM, PST, in the event more than $5 million
      will be funded after 1:00 PM PST.                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 
| | ----------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| |                                                                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
| | Deadline for daily receipt
        of funds and Purchase Advises by
        Lender: |  | 1:00 p.m. (Pacific
      time).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
| |                                                                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
| | Commitment Fee:                                                                     |  | As set forth in that
      certain letter agreement dated December
      1, 2003 by and among Lender and Borrower.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
| |                                                                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
| | Eligible
        Loan:                                                              |  | Prior to each Advance
      and for so long as a mortgage loan is pledged to Lender, each such mortgage
      loan will satisfy Lender's eligibility criteria, including, but not limited
      to:                                                                                                                                                                                                                                                                                                                                                                                                                               | 
| |                                                                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
| |                                                                                     |  | (a) Each mortgage
      loan will be in compliance with all representations and warranties contained
      in the Loan Documents (defined below);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
| |                                                                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
| |                                                                                     |  | (b) No mortgage loan
      will be more than 30 days past its original funding date unless i.) Borrower
      has engaged Countrywide Securities Corporation as either a lead or co-lead
      manager on a securitzation or a whole trade commitment with Countrywide
      Securities Corporation
      or affiliates or ii.) Borrower has notified Lender in advance and Lender
      has acknowledged, a rewarehousing transaction; no loan will be contractually
      delinquent more than 59 days, loans with first payment made greater than
      45 days past the scheduled payment date will be
      reduced to zero; | 
| |                                                                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
| |                                                                                     |  | (c) No mortgage loan
      will be subject to either HOEPA requirements or any similar state or local
      "high cost" law or regulation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
| |                                                                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
| |                                                                                     |  | *With respect to
      loans in Tranche F the following additional
      criteria apply:*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 
| |                                                                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
| |                                                                                     |  | (d) Each mortgage
      loan will conform in all material respects to Borrower's underwriting guidelines,
      which
      shall be provided to, and approved by, Lender;                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
| |                                                                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
| |                                                                                     |  | (e) No more than 5%
      of the aggregate outstanding balance will consist of mortgage loans with
      a manufactured
      dwelling property type and no such mortgage loan will
      have an LTV in excess of 85%;                                                                                                                                                                                                                                                                                                                                                                                                           | 
| |                                                                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
| |                                                                                     |  | (f) No more than 5%
      of the aggregate outstanding balance will consist of mortgage loans having
      credit grades
      of C- or D;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
| |                                                                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
| |                                                                                     |  | (g) No loan shall
      have a FICO score, on the primary borrower, of less than 500;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 
| |                                                                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
| |                                                                                     |  | (h) No mortgage loan
      shall have an LTV or CLTV in excess of 100%;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 
| |                                                                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
| |                                                                                     |  | (i) No more than
      5% of the aggregate outstanding balance will consist of mortgage loans that
      are stated income investment property;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
| |                                                                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
| |                                                                                     |  | (j) No loan shall
      have an overall debt-to-income ratio in excess of 55.0%;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
| |                                                                                     |  | There will be no adverse
      selection with respect to mortgage loans delivered hereunder and that the
      characteristics with respect to, but not limited to, note rate distribution,
      LTV, loan grade, credit score and geographic distribution shall be consistent
      with the characteristics of Borrower's overall loan production.                                                                                                                                                                                                                                                                             | 
| |                                                                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 



---

| | Maximum
        Individual Closing
        Agent Dry Loan Limit: |  | 20% of
      the Borrower's Tangible Net Worth as defined
      by HUD.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 
| | ---------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| |                                                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
| | Maximum Individual Closing
        Agent Wet Loan Limit:         |  | 10% of the Borrower's
      Tangible Net Worth as defined by HUD.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 
| |                                                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
| | Reporting requirements:                                          |  | Financial Reports:
      Borrower and Guarantor to provide Lender with Interim financials together
      with all other financial information requested by Lender with sufficient
      detail as to
      unconsolidated/consolidated financials for Borrower and Guarantor, no more
      than thirty (30) days following the last day of the previous month end and
      forty-five (45) days following the last day of the previous month end with
      respect to each quarter end. Borrower to provide Lender with audited financials
      together with all other financial information requested by Lender no more
      than ninety (90) days following the last day of the fiscal year. | 
| |                                                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
| |                                                                  |  | Borrower will provide
      Lender an electronic data format by the 15th day following month end of
      detailed loan servicing data sufficient to determine loan performance, and
      any additional data as may be requested from time to time, of mortgage loans
      financed with Lender (data elements to be
      agreed upon).                                                                                                                                                                                                                                                                                                                                                          | 
| |                                                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
| | Reimbursement
        of Expenses:                               |  | Borrower shall reimburse
      Lender for certain out-of-pocket expenses under the following circumstances:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 
| |                                                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
| |                                                                  |  | (a) Breakup Fee: In
      the event terms are accepted, approved by Lender, and Borrower does not
      close this facility, Borrower agrees to pay Lender for all reasonable costs
      including, but not limited to, legal fees, travel expenses, and all other
      costs related to the negotiation, credit approval and documentation of this
      facility. Borrower and Lender agree that such expenses shall be determined
      to be $10,000 for the purposes of this transaction unless expressly modified
      in writing by both parties. Such funds will be payable within 15 days of
      receipt of an invoice from Lender.; and                                               | 
| |                                                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
| |                                                                  |  | (b) Legal and Due
      Diligence Fee: $7,500 payable at the acceptance of this termsheet. Borrower
      to reimburse Lender on a quarterly basis for all direct expenses incurred
      in connection with any ongoing due diligence or monitoring under the facility.                                                                                                                                                                                                                                                                                                                                                                                                                             | 
| |                                                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 
| | Fees
        and Expenses:                                       |  | Borrower to pay Lender
      the following fees and expenses in connection with the Credit Facility:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
| |                                                                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 



---

| |                            |  | (a) *Wire
      Fees*: $10 for all wire transfer.                                                                                                                                                                                                                                                                                                                                                                         | 
| | -------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| |                            |  | (b)*Shipment Fees*:
      $5.50 (no fee for shipment to CHL).                                                                                                                                                                                                                                                                                                                                                             | 
| |                            |  | (c) *Other Fees:*
      As set forth in Schedule 1 hereto.                                                                                                                                                                                                                                                                                                                                                                | 
| |                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                           | 
| | Guarantors:                |  | Aames Financial Corporation                                                                                                                                                                                                                                                                                                                                                                                               | 
| |                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                           | 
| | Securitization Commitment: |  | As set forth in that
      certain letter agreement dated December 1, 2003 by and among Lender and
      Borrower.                                                                                                                                                                                                                                                                                                        | 
| |                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                           | 
| | Miscellaneous:             |  | Borrower nor Guarantor
      shall not pay dividends and otherwise will subordinate dividends to Lender
      during the term of the facility. Payment of dividends will not include ordinary
      and necessary business and administrative expenses, which are paid for the
      direct benefit of Borrower or Guarantor for which either seeks reimbursement
      from the other.                                   | 
| |                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                           | 
| |                            |  | Borrower to maintain
      warehouse facilities with other lenders in a minimum aggregate amount of
      $600,000,000 with at least $200,000,000 being committed.                                                                                                                                                                                                                                                        | 
| |                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                           | 
| |                            |  | Borrower may rewarehouse
      Advances on Lender's warehouse line to another warehouse provider, so long
      as the outstanding Advances on Lender's warehouse line are greater than
      or equal to 60% of the Aggregate Credit Limit, and such rewarehousing of
      loans to another warehouse provider shall not cause Borrower's outstanding
      Advances to be less than 60% of the Aggregate Credit Limit. | 

Please
acknowledge your agreement to the terms and conditions of this Commitment Letter
by signing in the appropriate space below and returning a copy of the same to
the undersigned. Facsimile signatures shall be deemed valid and binding to the
same extent as the original.

Countrywide
Warehouse Lending

By:  _________________
Thomas C. WilliamsPresident

Agreed to and
Accepted by:

Aames
Funding Corporation

By:  _________________
NameTitle

Aames Capital
Corporation

By:  _________________
NameTitle



---

SCHEDULE 1
(Collateral)

|                                                                                                                              | Tranche
        Sublimit                                                                                  | Margin
        over
        30 day
        LIBOR  | Advance
        Rate(A)                                                                                                 | Maximum
        Dwell
        Time | Fees                                           | Commitment
        Requiremts                    
|----------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------- | ------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------- | ---------------------------------- | ---------------------------------------------- | -------------------------------------------------
|Tranche
        F:
        Subprime Mortgage Loan
        (1st mortgages, maximum loan amount of $600,000 for a 1st mortgage) | 100%                                                                                                      | 0.95%
        Dry                                 | Lower
        of Par; or 97% of MTM; or 97% of Commitment Price                                                         | 120
        days                   | $12.50                                         | Lender
        to Approve Underwriting Guidelines
|1.75%
        Wet                                                                                                            
|                                                                                                                              |                                                                                                           |                                                   |                                                                                                                         |                                    |                                                |                                                  
|Tranche
      G:
      Closed-End Second Lien
      Mortgage Loans                                                            | Lesser
      of 10% of outstandings or $5 million                                                         | 0.95%
        Dry                                 | Lower
        of Par; or 97% of MTM; or 97% of Commitment Price                                                         | 120
        days                   | $12.50                                         | Lender
        to Approve Underwriting Guidelines
|1.75%
        Wet                                                                                                            
|                                                                                                                              |                                                                                                           |                                                   |                                                                                                                         |                                    |                                                |                                                  
|Tranche
      I:
      Subprime Mortgage Loans
      (1st or 2nd mortgages)                                                   | 100%                                                                                                      | 0.95%
        Dry                                 | Lower
        of Par; or 97% of MTM; or 97% of Commitment Price                                                         | 120
        days                   | $12.50                                         | (1)
        Below                                
|1.75%
        Wet                                                                                                            
|                                                                                                                              |                                                                                                           |                                                   |                                                                                                                         |                                    |                                                |                                                  
|Tranche
      J:
      Noncompliant Mortgage Loans                                                                            | 5%
        of line amount, not to exceed 10% of the outstanding aggregate balance
        of the facility | 2.75
        over the margin previously in effect | See
        schedule 2                                                                                                  | Additional
        30 days         | $25
        min,. additional funds as required |                                                  
|                                                                                                                              |                                                                                                           |                                                   |                                                                                                                         |                                    |                                                |                                                  
|Wet Mortgage
      Loans                                                                                                      | 20%
        (35% during last 2 and first 5 business days of the month)                                    |                                                   | Lender
        reserves the right to reduce the Advance rate to zero on wet Advances
        beyond the wet dwell days. | 7
        business days            | Deficiency
        Fee, $15 per day            |                                                  

|(1) |  | Countrywide Securities Corporation must be engaged as either a lead or co-lead
manager on a securitization transaction. Tranche must be clear of loans
following each securitization, Lender may reduce advance amount to zero ($0) on
any remaining assets. Loans are ineligible to transfer to Tranche F or G.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(A)
Advances are calculated by multiplying the Advance Rate by the lower of par,
takeout price, or current market price.

# Schedule
1 Continued

|o |  | All fundings are to the closing table or from approved warehouse lender.
|- |  | ------------------------------------------------------------------------

|o |  | All dwell times and agings are calculated from loan creation date.
|- |  | ------------------------------------------------------------------

|o |  | Aging Maintenance Requirement  Lender will apply the following formula to
the collateral base at any time, but not less than monthly or when investor
settlements occur. Aging Maintenance Requirements will exclude loans in Tranche
I.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|[Loan
      Aging | (% of
      Outstandings)      | times | Factor   |  |  | 
|----------------- | ------------------------------ | ----- | -------- |  |  | 
|                  |                                |       |          |  |  | 
|0 to 30 days      | ____ %                         | times | 3% = X%  |  |  | 
|                  |                                |       |          |  |  | 
|31-59 days        | No
        adjustment required |       |          |  | 
|                  |                                |       |          |  |  | 
|60 + days         | ____ %                         | times | -15%= Y% |  |  | 
|                  |                                |       | **Sum**% |  |  | 

If
negative, Sum % shall be multiplied by Outstandings and such funds shall be
added to the Required Minimum Over/Under account within two days.

Schedule 2

Tranche J
(Applicable to dry advances only)

|**Days
      Outstanding** | **Reduction
      in Advance Rate** |  | 
|-------------------------- | ----------------------------------- |  | 
|121 to 150 Days            | 10%                                 |  | 
|                           |                                     |  | 
|Investor Rejects           | 25%                                 |  |