0001143996-02-000138 Sample Contracts

FIRST AMENDMENT TO THE RESIDUAL FORWARD SALE FACILITY
Residual Forward Sale Facility • November 14th, 2002 • Aames Financial Corp/De • Mortgage bankers & loan correspondents • New York

This First Amendment, dated as of September 30, 2002 (the "Amendment"), to the Residual Forward Sale Facility, dated as of August 31, 2000 (the "Agreement"), is made by and between Aames Capital Corporation, a California corporation (the "Seller"), and Capital Z Investments, L.P., a Bermuda limited partnership (the "Purchaser").

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