**Exhibit 10.8G**

 

**AMENDMENT NO. 7**

 

AMENDMENT NO. 7, dated as of November 2, 2005 (this “Amendment”), to the Master Loan and Security Agreement, dated as ofOctober 21, 2004 (as previously amended, supplemented or otherwise modified prior to the date hereof, the “Existing Loan Agreement”; as amended, hereby and as further amended, restated, supplemented or otherwise modified and ineffect from time to time, the “Loan Agreement”), by and among AAMES CAPITAL CORPORATION (“Aames Capital”), AAMES FUNDING CORPORATION (“Aames Funding”), AAMES INVESTMENT CORPORATION (“AamesInvestment” and together with Aames Capital and Aames Funding, collectively, the “Borrowers”, each, a “Borrower”) and MORGAN STANLEY BANK (the “Lender”). Capitalized terms used but nototherwise defined herein shall have the meanings given to them in the Existing Loan Agreement. 

 

**RECITALS**

 

The Borrowersand the Lender are parties to the Existing Loan Agreement. 

 

TheBorrowers and the Lender have agreed, subject to the terms and conditions hereof, that the Existing Loan Agreement shall be modified to postpone the commencement of calculation of compliance with the profitability covenant. 

 

Accordingly, the Borrowers and the Lender hereby agree, in consideration ofthe mutual premises and mutual obligations set forth herein, the receipt and sufficiency of which is hereby acknowledged, that the Existing Loan Agreement is hereby amended as follows: 

 

**SECTION 1.**Amendment. Effective as of September 30, 2005 (the “Amendment EffectiveDate”), Section 7.15(d) of the Existing Loan Agreement is hereby amended and restated in its entirety as follows: 

 

“(d) Maintenance of Profitability. Aames Investment shall not permit Net Income before tax, generated over any two consecutivefiscal quarters, measured on the last day of each fiscal quarter, to be less than $1.00, commencing with respect to the two consecutive fiscal quarters ending on December 31, 2005.” 

 

**SECTION 2.**Conditions Precedent. This Amendment and itsprovisions shall become effective as of the Amendment Effective Date provided that the following conditions precedent shall have been satisfied: 

 

2.1 Delivered Documents. The Lender shall have received the following documents, each of which shall be satisfactory to the Lender in form andsubstance: 

 

(a) Amendment. This Amendment, executed anddelivered by a duly authorized officer of each of the Borrowers and the Lender; and 

 

(b) Other Documents. Such other documents as the Lender or counsel to the Lender may reasonably request. 

2.2 No Default. On the Amendment Effective Date, (i) each Borrower shall be in compliancewith all the terms and provisions set forth in the Existing Loan Agreement on its part to be observed or performed, (ii) the representations and warranties made and restated by each Borrower pursuant to Section 3 of this Amendment shall betrue and complete on and as of such date with the same force and effect as if made on and as of such date and (iii) no Default or Event of Default shall have occurred and be continuing on such date. 

 

**SECTION 3.**Representations and Warranties. Each Borrower herebyrepresents and warrants to the Lender that it is in compliance with all the terms and provisions set forth in the Loan Documents on its part to be observed or performed, and that no Default or Event of Default has occurred or is continuing, andhereby confirms and reaffirms the representations and warranties contained in Section 6 of the Loan Agreement. 

 

**SECTION 4.**Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Loan Agreement shall continue to be, andshall remain, in full force and effect in accordance with its terms; provided, however, that upon the Amendment Effective Date, all references therein and herein to the “Loan Documents” shall be deemed to include, in anyevent, this Amendment. Each reference to the Loan Agreement in any of the Loan Documents shall be deemed to be a reference to the Loan Agreement as amended hereby. 

 

**SECTION 5.**Counterparts. This Amendment may be executed by each of the parties hereto on any number ofseparate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed signature page of this Amendment in Portable Document Format (PDF) or by facsimiletransmission shall be effective as delivery of an executed original counterpart of this Amendment. 

 

**SECTION 6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEWYORK.**

 

[SIGNATURES FOLLOW] 

 

-2- 

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

 

BORROWERS
**AAMES CAPITAL CORPORATION**By:    
Name:
 Jon D. Van Deuren  
Title:
 Executive Vice President and Chief Financial Officer**AAMES FUNDING CORPORATION**By:    
Name:
 Jon D. Van Deuren  
Title:
 Executive Vice President and Chief Financial Officer**AAMES INVESTMENT CORPORATION**By:    
Name:
 Jon D. Van Deuren  
Title:
 Executive Vice President and Chief Financial Officer

**MORGAN STANLEY BANK,**