**Exhibit10.11(e)**

**FIFTHAMENDMENT TO MASTER REPURCHASE AGREEMENTGOVERNING PURCHASES AND SALES OF MORTGAGE LOANS**

This Fifth Amendment, datedas of May 10, 2006 (this “Amendment”), to the Master RepurchaseAgreement Governing Purchases and Sales of Mortgage Loans, dated as of January18, 2005 as amended by the First Amendment dated June 20, 2005, SecondAmendment dated October 28, 2005, Third Amendment dated as of January 17, 2006and the Fourth Amendment dated as of March 3, 2006 (the “Agreement”), ismade by and between LEHMAN BROTHERS BANK, FSB (“Buyer”) and AAMESCAPITAL CORPORATION (“ACC”) and AAMES INVESTMENT CORPORATION (“AIC”,collectively with ACC, “Seller” and, together with the Buyer, the “Parties”).  Capitalized terms used in this Amendment andnot otherwise defined herein shall have the meaning set forth in the Agreement.

**RECITALS**

WHEREAS, the Seller and theBuyer are parties to the Agreement, pursuant to which the Buyer has agreed,subject to the terms and conditions set forth in the Agreement, to purchasecertain Mortgage Loans owned by the Seller, including, without limitation, allrights of Seller to service and administer such Mortgage Loans.  Terms used but not defined herein shall havethe respective meanings ascribed to such terms in the Agreement, as amendedhereby.

WHEREAS, the Parties wish toamend the Agreement to modify certain of the terms and conditions governing thepurchase and sale of the Mortgage Loans.

NOW, THEREFORE, for good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, the Parties hereto agree as follows:

# **Section1.              Amendment.**

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

“(xviii) for any twoconsecutive fiscal quarters of AIC, commencing with respect to the twoconsecutive fiscal quarters ending on September 30, 2006 AIC and itsSubsidiaries shall incur a loss on a consolidated basis in accordance withGAAP;”

## **Section 2.              ConditionsPrecedent.**

This Amendment shall becomeeffective upon satisfaction of the following conditions precedent:

(i)            Buyer shall have received, in form and substancesatisfactory to Buyer, this Amendment, executed and delivered by dulyauthorized officers of the Buyer and Seller;

(ii)           Seller shall have received from all other creditors ofSeller a fully executed amendment similar in substance to this Amendment; and

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(iii)          Buyer shall have received in form and substancesatisfactory to Buyer such other documents as the Buyer may reasonably request.

## **Section 3.              Covenants,Representations and Warranties of the Parties.**

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

# **Section4.              Effect upon theAgreement.**

Except as specifically setforth herein, the Agreement shall remain in full force and effect and is herebyratified and confirmed. All references to the “Agreement” in the MasterRepurchase Agreement Governing Purchases and Sales of Mortgage Loans shall meanand refer to the Master Repurchase Agreement Governing Purchases and Sales ofMortgage Loans as modified and amended hereby.

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

# **Section5.              Governing Law.**

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

# **Section6.              Counterparts.**

This Amendment may beexecuted in any number of counterparts, and all such counterparts shalltogether constitute the same agreement.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, theParties hereto have caused this Amendment to be executed as of the day and yearfirst above written.
| ** ** | **SELLER:**                              |
|------------|------------------------------------------|
| ** ** | ** **                               |
|       | AAMES CAPITAL  CORPORATION, as Seller    |
|       |                                     |
|       |                                     |
|       | By:                                      |   |   |
|       |                                     | Name: |
|       |                                     | Title: |
|       |                                     |
|       |                                     |
|       | AAMES INVESTMENT  CORPORATION, as Seller |
|       |                                     |
|       |                                     |
|       | By:                                      |   |   |
|       |                                     | Name: |
|       |                                     | Title: |
|       |                                     |
|       |                                     |
| ** ** | **BUYER:**                               |
| ** ** | ** **                               |
|       | LEHMAN BROTHERS  BANK, FSB, as Buyer     |
|       |                                     |
|       |                                     |
|       | By:                                      |   |   |
|       |                                     | Name: |
|       |                                     | Title: |
|            |                                          |  |  |  |

 

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