Exhibit 10.8(d)


AMENDMENT NO. 3


AMENDMENT NO. 3, dated as
of May 9, 2006 (this “Amendment”) to that certain Master Repurchase
Agreement dated as of December 2, 2005, (as amended, restated, supplemented or
otherwise modified prior to the date hereof, the “Existing Repurchase
Agreement”; as modified hereby and as further amended, restated,
supplemented or otherwise modified and in effect from time to time, the “Repurchase
Agreement”) among AAMES CAPITAL CORPORATION, a California corporation (“Aames
Capital”), AAMES FUNDING CORPORATION, a California corporation (“Aames
Funding”), AAMES INVESTMENT CORPORATION, a Maryland corporation (“Aames
Investment”, together with Aames Capital and Aames Funding, collectively,
the “Sellers”, each a “Seller”) and MORGAN STANLEY BANK (the “Buyer”).  Capitalized terms used but not otherwise
defined herein shall have the meanings given to them in the Existing Repurchase
Agreement.  Unless otherwise stated, all
article and section references used herein refer to the corresponding parts of
the Existing Repurchase Agreement.


RECITALS


The Sellers and the Buyer are parties to the Existing
Repurchase Agreement.


The Sellers and the Buyer have agreed, subject to the
terms and conditions of this Amendment, that the Existing Repurchase Agreement
shall be modified as set forth in this Amendment.


Therefore, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Sellers and the Buyer agree as follows:


SECTION 1.  Amendment.  Effective as of March 31, 2006 (the “Amendment
Effective Date”), the financial covenant set forth in Section 7.14(d), is
hereby deleted in its entirety and the following new covenant is inserted in
lieu thereof:


“(d)         Maintenance of Profitability.  Aames Investment shall not permit its Net
Income before tax, generated during the fiscal quarter ended June 30, 2006, and
thereafter, generated over any two consecutive fiscal quarters, measured on the
last day of each fiscal quarter, to be less than $1.00.”


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


(a)  Delivered Documents.  On or before the Amendment Effective Date,
the Buyer shall have received all of the following documents, each of which
shall be satisfactory to the Buyer in form and substance:









 



(i)            Amendment.  This Amendment, executed and delivered by a
duly authorized officer of each of the Sellers and the Buyer; and


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


(b)  No Default.  On the Amendment Effective Date,
(i) each Seller shall be in compliance with all of the terms and
provisions set forth in the Existing Repurchase Agreement and the other
Repurchase Documents on its part to be observed or performed, (ii) the
representations and warranties made and restated by each Seller pursuant to
Section 3 of this Amendment shall be true 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 Seller hereby
represents and warrants to the Buyer, as of the date hereof and as of the
Amendment Effective Date, that it is in compliance with all of the terms and
provisions set forth in the Repurchase Documents on its part to be observed or
performed and that no Default or Event of Default has occurred or is continuing
and each Seller hereby confirms and reaffirms the representations and
warranties contained in Section 6 of the Repurchase Agreement.


SECTION 4.  Limited Effect.  Except as expressly modified by this
Amendment, the Existing Repurchase Agreement will continue to be, and will
remain, in full force and effect in accordance with its terms; provided,
that upon the Amendment Effective Date, each reference therein and herein to
the “Repurchase Documents” shall be deemed to include this Amendment and to be
a reference to the Existing Repurchase Agreement as modified by this Amendment.


SECTION 4.  Counterparts.  This Amendment may be executed by each of the
parties hereto on any number of separate 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
counterpart of a signature page of this Amendment in Portable Document Format
(PDF) or by facsimile transmission shall be effective as delivery of a manually
executed original counterpart of this Amendment.


SECTION
5.  GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY,
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


[SIGNATURE PAGE
FOLLOWS]



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


	
   

  	
  SELLERS

  
	
   

  	
   

  
	
   

  	
  AAMES
  CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  AAMES
  FUNDING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  AAMES
  INVESTMENT CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  BUYER

  
	
   

  	
   

  
	
   

  	
  MORGAN
  STANLEY BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 



 [Amendment No. 3 to Aames Repurchase Agreement]