This Additional Mortgage Loan Conveyance Agreement (this "Agreement"), dated as of March 1, 1997, is among Aames Capital Corporation (the "Seller"), Aames Capital Acceptance Corp. (the "Transferor"), Aames Capital Owner Trust 1997-1 (the "Issuer") and Bankers Trust Company of California, N. A. (the "Indenture Trustee").

From time to time during the period (the "Funding Period") from March 18, 1997 through April 14, 1997, the Seller intends to convey and the Transferor intends to acquire certain adjustable rate home equity mortgage loans (the "Additional Mortgage Loans") as provided in this Agreement. Upon receipt of such Additional Mortgage Loans, the Transferor will immediately convey the Additional Mortgage Loans to the Issuer, who will in turn pledge the Additional Mortgage Loans to the Indenture Trustee under that certain indenture, dated as of March 1, 1997 (the "Indenture"), by and between the Issuer and the Indenture Trustee, pursuant to which the Issuer's$415,000,000 aggregate principal amount of Adjustable Rate Asset-Backed Bonds, Series 1997-1 (the "Bonds") are being issued.

Reference is hereby made to the Initial Mortgage Loan Conveyance Agreement, dated as of March 1, 1997 (the "Initial Mortgage Loan Conveyance Agreement"), between the Seller and the Transferor pursuant to which certain adjustable rate home equity mortgage loans identified therein (the "Initial Mortgage Loans") are being conveyed by the Seller to the Transferor. Reference is also hereby made to the Mortgage Loan Contribution Agreement, dated as of March 1, 1997 (the "Mortgage Loan Contribution Agreement"), between the Transferor and the Issuer pursuant to which the Initial Mortgage Loans are being conveyed by the Transferor to the Issuer, together with all rights of the Transferor under the Initial Mortgage Loan Conveyance Agreement. The Issuer is pledging the Initial Mortgage Loans, together with its rights under the Initial Mortgage Loan Conveyance Agreement and the Mortgage Loan Contribution Agreement, and certain other property, to the Indenture Trustee as part of the Trust Estate for the Bonds.

The Seller, the Transferor, the Issuer and the Indenture Trustee are entering into this Agreement for the purpose of establishing the terms under which the Additional Mortgage Loans may, during the Funding Period, be (i) sold by the Seller to the Transferor, (ii) conveyed by the Transferor to the Issuer and (iii) pledged to the Indenture Trustee as part of the Trust Estate in exchange for the Subsequent Purchase Price and any Additional Subsequent Purchase Price to be paid by the Indenture Trustee from amounts on deposit in the Prefunding Account pursuant to and in accordance with Section 8.03 of the Indenture.

Now, therefore, in consideration of the premises and the mutual agreements set forth herein, the parties agree as follows:

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