Exhibit
10.11(e)


FIFTH
AMENDMENT TO MASTER REPURCHASE AGREEMENT

GOVERNING PURCHASES AND SALES OF MORTGAGE LOANS


This Fifth Amendment, dated
as of May 10, 2006 (this “Amendment”), to the Master Repurchase
Agreement Governing Purchases and Sales of Mortgage Loans, dated as of January
18, 2005 as amended by the First Amendment dated June 20, 2005, Second
Amendment dated October 28, 2005, Third Amendment dated as of January 17, 2006
and the Fourth Amendment dated as of March 3, 2006 (the “Agreement”), is
made by and between LEHMAN BROTHERS BANK, FSB (“Buyer”) and AAMES
CAPITAL CORPORATION (“ACC”) and AAMES INVESTMENT CORPORATION (“AIC”,
collectively with ACC, “Seller” and, together with the Buyer, the “Parties”).  Capitalized terms used in this Amendment and
not otherwise defined herein shall have the meaning set forth in the Agreement.


RECITALS


WHEREAS, the Seller and the
Buyer are parties to the Agreement, pursuant to which the Buyer has agreed,
subject to the terms and conditions set forth in the Agreement, to purchase
certain Mortgage Loans owned by the Seller, including, without limitation, all
rights of Seller to service and administer such Mortgage Loans.  Terms used but not defined herein shall have
the respective meanings ascribed to such terms in the Agreement, as amended
hereby.


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


NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto agree as follows:


Section
1.              Amendment.


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


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


Section 2.              Conditions
Precedent.


This Amendment shall become
effective upon satisfaction of the following conditions precedent:


(i)            Buyer shall have received, in form and substance
satisfactory to Buyer, this Amendment, executed and delivered by duly
authorized officers of the Buyer and Seller;


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



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


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


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


Section
4.              Effect upon the
Agreement.


Except as specifically set
forth herein, the Agreement shall remain in full force and effect and is hereby
ratified and confirmed. All references to the “Agreement” in the Master
Repurchase Agreement Governing Purchases and Sales of Mortgage Loans shall mean
and refer to the Master Repurchase Agreement Governing Purchases and Sales of
Mortgage Loans as modified and amended hereby.


The execution, delivery and
effectiveness 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.


Section
5.              Governing Law.


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


Section
6.              Counterparts.


This Amendment may be
executed in any number of counterparts, and all such counterparts shall
together constitute the same agreement.


[Remainder of Page Intentionally Left Blank]



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IN WITNESS WHEREOF, the
Parties hereto have caused this Amendment to be executed as of the day and year
first 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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