<PAGE>

                                    GUARANTY

                  GUARANTY, dated as of February 10, 2000 (the "Guaranty"), made
by AAMES FINANCIAL CORPORATION (the "Guarantor") in favor of GREENWICH CAPITAL
FINANCIAL PRODUCTS, INC. (the "Lender"), party to the Warehouse Loan and
Security Agreement referred to below.

                                    RECITALS

                  Pursuant to the Warehouse Loan and Security Agreement dated as
of February 10, 2000 (as amended, supplemented or otherwise modified from time
to time, the "Agreement") between Aames Capital Corporation and Aames Funding
Corporation (each, a "Borrower" and collectively, the "Borrowers") and the
Lender, the Lender has agreed to make Advances to the Borrowers upon the terms
and subject to the conditions set forth therein. It is a condition precedent to
the obligation of the Lender to make the Advances to the Borrowers under the
Agreement that the Guarantor shall have executed and delivered this Guaranty to
the Lender.

                  NOW, THEREFORE, in consideration of the premises and to induce
the Lender to enter into the Agreement and to induce the Lender to make the
Advances to the Borrowers under the Agreement, the Guarantor hereby agrees with
the Lender as follows:

                  1. Defined Terms. (a) Unless otherwise defined herein, terms
defined in the Agreement and used herein shall have the meanings given to them
in the Agreement.

                  (b) "Change of Control" means the acquisition by any Person,
or two or more Persons acting in concert, of beneficial ownership (within the
meaning of Rule 13d-3 of the Securities and Exchange Commission under the
Securities Exchange Act of 1934) of outstanding shares of voting stock of the
Guarantor and the proceeds of such acquisition are not received by the
Guarantor, at any time, if after giving effect to such acquisition, and any and
all other such acquisitions, such Person or Persons owns forty percent (40%) or
more of such outstanding voting stock.

                  (c) "Obligations" shall mean the obligations and liabilities
of the Borrowers to the Lender, including, without limitation, the obligations
whether direct or indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred, which may arise under, or out of or in
connection with the Agreement, the Loan Documents and any other document made,
delivered or given in connection therewith or herewith, whether on account of
principal, interest, reimbursement obligations, all Claims (as defined in
Section 101 of the Bankruptcy Code) of the Lender against the Borrowers, fees,
indemnities, costs, expenses (including, without limitation, all fees and
disbursements of counsel to the Lender that are required to be paid by the
Borrowers pursuant to the terms of the Agreement) or otherwise.

                  (d) "Material Adverse Change" shall mean, with respect to any
Person, a material adverse change in the business, operations, property,
condition (financial or otherwise)


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or prospects of such Person or (b) the validity or enforceability of this or any
of the other documents to which such Person is a party or the rights or remedies
of the Lender thereunder or hereunder.

                  (e) The words "hereof," "herein" and "hereunder" and words of
similar import when used in this Guaranty shall refer to this Guaranty as a
whole and not to any particular provision of this Guaranty, and section and
paragraph references are to this Guaranty unless otherwise specified.

                  (f) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.

                  2. Guaranty. (a) The Guarantor hereby, unconditionally and
irrevocably, guarantees to the Lender and its successors, indorsees, transferees
and assigns, the prompt and complete payment and performance by the Borrowers
when due (whether at the stated maturity, by acceleration or otherwise) of the
Obligations.

                  (b) The Guarantor further agrees to pay any and all expenses
(including, without limitation, all reasonable fees and disbursements of
counsel) which may be paid or incurred by the Lender in enforcing any rights
with respect to, or collecting against, the Guarantor under this Guaranty. This
Guaranty shall remain in full force and effect until the Obligations are paid in
full.

                  (c) Except for payments required to be made by the Guarantor
hereunder, no other payments affect the Guarantor's liability under the
Guaranty. No payment or payments made by the Borrowers, the Guarantor, any other
guarantor or any other Person or received or collected by the Lender from the
Borrowers, the Guarantor, any other guarantor or any other Person by virtue of
any action or proceeding or any set-off or appropriation or application at any
time or from time to time in reduction of or in payment of the Obligations shall
be deemed to modify, reduce, release or otherwise affect the liability of the
Guarantor hereunder which shall, notwithstanding any such payment or payments
other than payments made by the Guarantor in respect of the Obligations or
payments received or collected from the Guarantor in respect of the Obligations,
remain liable for the Obligations up to the maximum liability of the Guarantor
hereunder until the Obligations are paid in full and the Agreement is
terminated, subject to the provisions of Section 9 hereof.

                  (e) The Guarantor agrees that whenever, at any time, or from
time to time, it shall make any payment to the Lender on account of its
liability hereunder, it will notify the Lender in writing that such payment is
made under this Guaranty for such purpose. No payments made by the Guarantor to
the Borrowers shall be applied towards the Obligations except for those payments
required by this Guaranty.

                  3. Representations, Warranties and Covenants of Guarantor. (a)
Guarantor hereby represents and warrants (i) that it is duly organized and
validly existing in good standing


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under the laws of the jurisdiction under which it is organized and is duly
qualified to do business and is in good standing in every other jurisdiction as
to which the nature of the business conducted by it makes such qualification
necessary, (ii) that it has power and authority to enter into and perform this
Guaranty, (iii) that execution, delivery and performance of this Guaranty by it
have been duly authorized by proper action and are not in contravention of law
or of the terms of its articles of incorporation, by-laws, or any agreement,
instrument, indenture or other undertaking to which it is a party or by which it
is bound, (iv) that all registrations and approvals of any governmental agency,
department or commission necessary for the execution, delivery and performance
of this Guaranty and for the validity and enforceability thereof, have been
obtained and are in full force and effect, (v) that this Guaranty is the legal,
valid and binding obligation of the Guarantor, enforceable against Guarantor, in
accordance with its terms, subject to bankruptcy, insolvency and similar laws
and to the availability of equitable remedies, (vi) that no legal proceedings
are pending, or threatened, before any court or governmental agency which would
adversely affect its financial condition, operations or any licenses or its
ability to perform under this Guaranty, (vii) that Guarantor has received and
reviewed copies of the Loan Documents, (viii) that no Default or Event of
Default has occurred and is continuing under this Guaranty, and (ix) that the
Guarantor has a financial interest in the Borrowers and the Guarantor has
determined that it will benefit from the execution of the Loan Documents.

                  (b) The Guarantor covenants and agrees with the Lender that,
until the payment in full of the Obligations:

                        (i) Maintenance of Tangible Net Worth. The Tangible Net
                  Worth of the Guarantor, on a consolidated basis and on any
                  given day, shall be equal to or greater than $95,000,000; and
                  not less than 80% of the Tangible Net Worth of the Guarantor,
                  on a consolidated basis, as at the end of each fiscal quarter;

                        (ii) Maintenance of Ratio of Total Indebtedness to
                  Tangible Net Worth. The Guarantor shall not permit the ratio
                  of Total Indebtedness to Tangible Net Worth, on a consolidated
                  basis and on any given day, to be greater than 3.5:1;

                        (iii) Liquidity. 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 equal to or greater than $15,000,000;

                        (iv) Maintenance of Ratio of Earnings to Total Interest
                  Expense. The Guarantor shall not permit the ratio of earnings
                  before interest and taxes to total interest expense, on a
                  consolidated basis, to be less than 1.10:1 measured on a
                  rolling basis from the immediately preceding two calendar
                  quarters commencing with the two quarters ending June 30, 2000
                  and September 30, 2000; and


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                        (v) Profitability. The Guarantor shall have a GAAP after
                  tax net income of at least $1.00 for the fiscal quarter ended
                  June 30, 2000.

                  (c) At the time that the Guarantor delivers its consolidated
financial statements to the Lender in accordance with Section 7.01 of the
Agreement, the Guarantor shall forward to the Lender a certificate of a
Responsible Officer of the Guarantor which demonstrates that the Guarantor is in
compliance with the covenants set forth in clauses (b) (i) through (v) above.

                  4. Right of Set-off. Upon the occurrence of any Event of
Default under this Guaranty, the Guarantor hereby irrevocably authorizes the
Lender and each of its affiliates at any time and from time to time without
notice to the Guarantor, any such notice being expressly waived by the
Guarantor, to set-off and appropriate and apply any and all deposits (general or
special, time or demand, provisional or final), in any currency, and any other
credits, indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or
owing by the Lender or any of its affiliates to or for the credit or the account
of the Guarantor, or any part thereof in such amounts as the Lender or any of
its affiliates may elect, against and on account of the Obligations and
liabilities of the Guarantor to the Lender hereunder and claims of every nature
and description of the Lender or any of its affiliates against the Guarantor, in
any currency, whether arising hereunder, under the Agreement as the Lender may
elect, whether or not the Lender has made any demand for payment and although
such obligations, liabilities and claims may be contingent or unmatured. The
Lender shall notify the Guarantor promptly of any such set-off and the
application made by the Lender, provided that the failure to give such notice
shall not affect the validity of such set-off and application. The rights of the
Lender under this Section are in addition to other rights and remedies
(including, without limitation, other rights of set-off) which the Lender may
have.

                  5. Subrogation. Notwithstanding any payment or payments made
by the Guarantor hereunder or any set-off or application of funds of the
Guarantor by the Lender, the Guarantor shall not be entitled to be subrogated to
any of the rights of the Lender against the Borrowers or any other guarantor or
any collateral security or guarantee or right of offset held by the Lender or
any of its affiliates for the payment of the Obligations, nor shall the
Guarantor seek or be entitled to seek any contribution or reimbursement from the
Borrowers or any other guarantor in respect of payments made by the Guarantor
hereunder, until all amounts owing to the Lender by the Borrowers on account of
the Obligations are paid in full and the Agreement is terminated. If any amount
shall be paid to the Guarantor on account of such subrogation rights at any time
when all of the Obligations shall not have been paid in full, such amount shall
be held by the Guarantor in trust for the Lender, segregated from other funds of
the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned
over to the Lender in the exact form received by the Guarantor (duly indorsed by
the Guarantor to the Lender, if required), to be applied against the
Obligations, whether matured or unmatured, in such order as the Lender may
determine.


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                  6. Amendments, Etc. with Respect to the Obligations. The
Guarantor shall remain obligated hereunder notwithstanding that, without any
reservation of rights against the Guarantor and without notice to or further
assent by the Guarantor, any demand for payment of any of the Obligations made
by the Lender may be rescinded by the Lender and any of the Obligations
continued, and the Obligations, or the liability of any other party upon or for
any part thereof, or any collateral security or guarantee therefor or right of
offset with respect thereto, may, from time to time, in whole or in part, be
renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by the Lender, and the Agreement and any other documents
executed and delivered in connection therewith may be amended, modified,
supplemented or terminated, in whole or in part, as the Lender may deem
advisable from time to time, and any collateral security, guarantee or right of
offset at any time held by the Lender for the payment of the Obligations may be
sold, exchanged, waived, surrendered or released. The Lender shall not have any
obligation to protect, secure, perfect or insure any Lien at any time held by it
as security for the Obligations or for this Guaranty or any property subject
thereto. When making any demand hereunder against the Guarantor, the Lender may,
but shall be under no obligation to, make a similar demand on the Borrowers or
any other guarantor, and any failure by the Lender to make any such demand or to
collect any payments from the Borrowers or any such other guarantor or any
release of the Borrowers or such other guarantor shall not relieve the Guarantor
of its Obligations or liabilities hereunder, and shall not impair or affect the
rights and remedies, express or implied, or as a matter of law, of the Lender
against the Guarantor. For the purposes hereof "demand" shall include the
commencement and continuance of any legal proceedings. The Lender may release
any Collateral pledged to it in its sole discretion, provided, however, in the
event the Lender has received amounts from the Guarantor pursuant to this
Guaranty, which amounts have not been reimbursed, the Lender shall not
voluntarily release any Pledged Securities to the Lender under the Agreement,
except as may be provided in the Agreement, without the consent of the
Guarantor, which consent shall not unreasonably be withheld. The Guarantor
hereby further consents to any renewal or modification of any Obligation or any
extension of the time within which such is to be performed and to any other
indulgences, whether before or after the date of this Guaranty, and waives
notice with respect thereto.

                  7. Waiver of Rights. The Guarantor waives any and all notice
of the creation, renewal, extension or accrual of any of the Obligations, and
notice of or proof of reliance by the Lender upon this Guaranty or acceptance of
this Guaranty; the Obligations, shall conclusively be deemed to have been
created, contracted or incurred, or renewed, extended, amended or waived, in
reliance upon this Guaranty; and all dealings between the Borrowers and the
Guarantor, on the one hand, and the Lender, on the other hand, likewise shall be
conclusively presumed to have been had or consummated in reliance upon this
Guaranty. The Guarantor waives diligence, presentment, protest, demand for
payment and notice of default or nonpayment to or upon the Borrowers or the
Guarantor with respect to the Obligations. The Guarantor hereby waives
diligence; presentment; demand for payment or performance; filing of claims with
any court in case of the insolvency, reorganization or bankruptcy of either
Borrower; protest or notice with respect to the Obligations or the amounts
payable by either Borrower thereunder; and all demands whatsoever; any fact,
event or circumstance that might otherwise constitute a legal


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or equitable defense to or discharge of the Guarantor, including (but without
typifying or limiting this waiver), failure by the Lender to perfect a security
interest in any collateral securing performance of any Obligation or to realize
the value of any collateral or other assets which may be available to satisfy
any Obligation and any delay by the Lender in exercising any of its rights
hereunder or against the Borrowers.

                  8. Guaranty Absolute and Unconditional. The Guarantor
understands and agrees that this Guaranty shall be construed as a continuing,
absolute and unconditional guarantee of the full and punctual payment and
performance by the Borrowers of the Obligations and not only of their
collectibility (a) without regard to (i) the validity, regularity or
enforceability of the Agreement, any of the Obligations or any other collateral
security therefor or guarantee or right of offset with respect thereto at any
time or from time to time held by the Lender, (ii) any defense, set-off or
counterclaim (other than a defense of payment or performance) which may at any
time be available to or be asserted by the Borrowers against the Lender, (iii)
any defense by the Borrowers to the Obligations or any subordination of the Lien
on the Collateral or the priority of the Lender in the Collateral, or (iv) any
other circumstance whatsoever (with or without notice to or knowledge of the
Borrowers or the Guarantor) which constitutes, or might be construed to
constitute, an equitable or legal discharge of the Borrowers from the
Obligations, or of the Guarantor from this Guaranty, in bankruptcy or in any
other instance and (b) is in no way conditioned upon any requirement that the
Lender first attempt to collect any of the Obligations from the Borrowers. The
Guarantor understands and agrees that this Guaranty shall be construed as a
continuing, absolute and unconditional guarantee without regard to waiver,
forbearance, compromise, release, settlement, the dissolution, liquidation,
reorganization or other change regarding either Borrower, or either Borrower
being the subject of any case or proceeding under any bankruptcy or other law
for the protection of debtors or creditors, or any other action or matter that
would release a guarantor. When pursuing its rights and remedies hereunder
against the Guarantor, the Lender may, but shall be under no obligation to,
pursue such rights and remedies as it may have against the Borrowers or any
other Person or against any collateral security or guarantee for the Obligations
or any right of offset with respect thereto, and any failure by the Lender to
pursue such other rights or remedies or to collect any payments from the
Borrowers or any such other Person or to realize upon any such collateral
security or guarantee or to exercise any such right of offset, or any release of
the Borrowers or any such other Person or any such collateral security,
guarantee or right of offset, shall not relieve the Guarantor of any liability
hereunder, and shall not impair or affect the rights and remedies, whether
express, implied or available as a matter of law, of the Lender against the
Guarantor. This Guaranty shall remain in full force and effect and be binding in
accordance with and to the extent of its terms upon the Guarantor and the
successors and assigns thereof, and shall inure to the benefit of the Lender,
and its successors, indorsees, transferees and assigns, until all the
Obligations and the Obligations of the Guarantor under this Guaranty shall have
been satisfied by payment in full and the Agreement shall be terminated, subject
to the provisions of Section 9 hereof.

                  9. Reinstatement. This Guaranty shall continue to be
effective, or be reinstated, as the case may be, if at any time payment, or any
part thereof, of any of the


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<PAGE>

Obligations is rescinded or avoided or is restored, repaid or returned by the
Lender for any reason after the insolvency, bankruptcy, dissolution, liquidation
or reorganization of either Borrower or the Guarantor, or the appointment of a
receiver, intervenor or conservator of, or trustee or similar officer for,
either Borrower or the Guarantor or any substantial part of its property, or
otherwise, all as though such payments had not been made.

                  10. Events of Default. Each of the following events and
occurrences shall constitute an Event of Default under this Guaranty if not
cured within 3 Business Days of their occurrence unless the context of the
provision indicates otherwise;

                  (a) The Guarantor shall (i) fail to make any payment required
to be made to Lender under this Guaranty or (ii) fail to comply with the
requirements of Section 3 of this Guaranty.

                  (b) the Guarantor shall fail to observe or perform any other
agreement contained in Guaranty or any other Loan Document and such failure to
observe or perform shall continue unremedied for a period of five (5) Business
Days.

                  (c) The Guarantor shall fail to pay any money due under any
other agreement, note, indenture or instrument evidencing, securing,
guaranteeing or otherwise relating to indebtedness of the Guarantor for borrowed
money in an aggregate amount of at least $5,000,000 which failure to pay
constitutes a default or event of default under any such agreement or
indebtedness, or the Guarantor receives notice, or a Responsible Officer has
knowledge, of any other default or event of default or other event which with
the giving of notice or the passing of time or both would constitute a default
or event of default under any such agreement or instrument, with respect to
amounts due under such agreement or instrument, whether by acceleration or
otherwise, in an aggregate amount of $5,000,000 or such lesser amount as shall
be included in a cross-acceleration provision of any such agreement or
instrument.

                  (d) A proceeding or case shall be commenced, without the
application or consent of the Guarantor or any of its Subsidiaries, as
applicable, in any court of competent jurisdiction, seeking (i) its
reorganization, liquidation, dissolution, arrangement or winding-up, or the
composition or readjustment of its debts, (ii) the appointment of a receiver,
custodian, trustee, examiner, liquidator or the like of the Guarantor, or any
such Subsidiary or of all or any substantial part of its property, or (iii)
similar relief in respect of the Guarantor or any such Subsidiary under any law
relating to bankruptcy, insolvency, reorganization, winding-up, or composition
or adjustment of debts, and such proceeding or case shall continue undismissed,
or an order, judgment or decree approving or ordering any of the foregoing shall
be entered and continue unstayed and in effect, for a period of 60 or more days;
or an order for relief against the Guarantor or any such Subsidiary shall be
entered in an involuntary case under the Bankruptcy Code.

                  (e) The Guarantor or any of its Subsidiaries shall (i) apply
for or consent to the appointment of, or the taking of possession by, a
receiver, custodian, trustee, examiner or


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liquidator of itself or of all or a substantial part of its property, (ii) make
a general assignment for the benefit of its creditors, (iii) commence a
voluntary case under the Bankruptcy Code, (iv) file a petition seeking to take
advantage of any other law relating to bankruptcy, insolvency, reorganization,
liquidation, dissolution, arrangement or winding-up, or composition or
readjustment of debts, (v) fail to controvert in a timely and appropriate
manner, or acquiesce in writing to, any petition filed against it in an
involuntary case under the Bankruptcy Code or (vi) take any corporate or other
action for the purpose of effecting any of the foregoing.

                  (f) The Guarantor or any Affiliate thereof becomes insolvent
or admits in writing to its inability to pay its debts as they mature.

                  (g) Any other event shall occur with respect to the Guarantor
which, in the sole good faith discretion of the Lender, has had a Material
Adverse Effect.

                  (h) Any Change of Control of the Guarantor shall have occurred
without the prior consent of the Lender.

                  (i) The Lender shall reasonably request, specifying the
reasons for such request, information, and/or written responses to such
requests, regarding the financial well-being of the Guarantor and such
information and/or responses shall not have been provided within three Business
Days of such request.

                  11. Payments. The Guarantor hereby guarantees that payments
hereunder will be paid to the Lender without set-off or counterclaim in U.S.
Dollars in accordance with the wiring instructions of the Lender.

                  12. Notices. All notices, requests and other communications
provided for herein (including without limitation any modifications of, or
waivers, requests or consents under, this Guaranty) shall be given or made in
writing (including without limitation by telex or telecopy) delivered to the
intended recipient at the "Address for Notices" specified below its name on the
signature pages of the Agreement); or, as to any party, at such other address as
shall be designated by such party in a written notice to each other party. All
such communications shall be deemed to have been duly given when transmitted by
telex or telecopy or personally delivered or, in the case of a mailed notice,
upon receipt, in each case given or addressed as aforesaid.

                  13. Severability. Any provision of this Guaranty which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

                  14. Integration. This Guaranty and the Agreement represent the
agreement of the Guarantor with respect to the subject matter hereof and thereof
and there are no promises or


                                      -8-
<PAGE>

representations by the Lender relative to the subject matter hereof or thereof
not reflected herein or therein.

            15. Amendments in Writing; No Waiver; Cumulative Remedies. (a) None
of the terms or provisions of this Guaranty may be waived, amended, supplemented
or otherwise modified except by a written instrument executed by the Guarantor
and the Lender, provided that any provision of this Guaranty may be waived by
the Lender.

                  (b) The Lender shall not by any act (except by a written
instrument pursuant to Section 14(a) hereof), delay, indulgence, omission or
otherwise be deemed to have waived any right or remedy hereunder or to have
acquiesced in any Default or Event of Default or in any breach of any of the
terms and conditions hereof. No failure to exercise, nor any delay in
exercising, on the part of the Lender, any right, power or privilege hereunder
shall operate as a waiver thereof. No single or partial exercise of any right,
power or privilege hereunder shall preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. A waiver by the
Lender of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which the Lender would otherwise have
on any future occasion.

                  (c) The rights and remedies herein provided are cumulative,
may be exercised singly or concurrently and are not exclusive of any other
rights or remedies provided by law.

            16. Section Headings. The section headings used in this Guaranty are
for convenience of reference only and are not to affect the construction hereof
or be taken into consideration in the interpretation hereof.

            17. Successors and Assigns. This Guaranty shall be binding upon the
successors and assigns of the Guarantor and shall inure to the benefit of the
Lender and its successors and assigns. This Guaranty may not be assigned by the
Guarantor without the express written consent of the Lender.

            18. Governing Law. This Guaranty shall be governed by New York law
without reference to choice of law doctrine.

            19. SUBMISSION TO JURISDICTION; WAIVERS. THE GUARANTOR HEREBY
IRREVOCABLY AND UNCONDITIONALLY:

            (A) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR
      PROCEEDING RELATING TO THIS GUARANTY AND THE AGREEMENT, OR FOR RECOGNITION
      AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE
      GENERAL JURISDICTION OF THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA
      FOR THE SOUTHERN DISTRICT OF NEW YORK, AND


                                      -9-
<PAGE>

         APPELLATE COURTS FROM ANY THEREOF, OR THE COURTS OF THE STATE OF NEW
         YORK, WITHIN THE COUNTY OF NEW YORK, IN THE EVENT THE FEDERAL COURT
         LACKS OR DECLINES JURISDICTION;

                  (B) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT
         IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY
         OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH
         ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR
         PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD
         OR CLAIM THE SAME;

                  (C) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR
         PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR
         CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE
         PREPAID, TO ITS ADDRESS SET FORTH UNDER ITS SIGNATURE BELOW OR AT SUCH
         OTHER ADDRESS OF WHICH THE LENDER SHALL HAVE BEEN NOTIFIED; AND

                  (D) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO
         EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL
         LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION.

                  20. WAIVER OF JURY TRIAL. EACH OF THE GUARANTOR AND THE LENDER
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS GUARANTY, ANY THE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY.

                  21. Termination. This Guaranty shall terminate upon the final
payment in full of the Obligations and the termination of the Agreement.

                            [SIGNATURE PAGE FOLLOWS]


                                      -10-
<PAGE>

                  IN WITNESS WHEREOF, the undersigned has caused this Guaranty
to be duly executed and delivered by its duly authorized officer as of the day
and year first above written.

AAMES FINANCIAL CORPORATION


By: ______________________________
Name:
Title:


                                      -11-