Initial Mortgage Loan Conveyance Agreement

This Initial Mortgage Loan Conveyance Agreement (this "Agreement"), dated as of June 1, 1998, is between Aames Capital Corporation (the "Seller") and Aames Capital Acceptance Corp. (the "Purchaser").

The Seller intends to convey and the Purchaser intends to acquire certain home equity mortgage loans (the "Mortgage Loans") as provided in this Agreement. The Purchaser intends to convey the Mortgage Loans to Bankers Trust Company of California, N. A., as trustee (the "Trustee") for the Aames Mortgage Trust 1998-B (the "Trust") under a pooling and servicing agreement, to be dated as of June 1, 1998 (the "Pooling and Servicing Agreement"), by and among Aames Capital Acceptance Corp., as transferor, Aames Capital Corporation, as servicer, and the Trustee, pursuant to which Mortgage Pass-Through Certificates, Series 1998-B (the "Certificates") will be issued.

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

SECTION 1. Definitions. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Section.

Adjustable Rate Group: The Mortgage Loans identified in the Mortgage Loan Schedule as having been assigned to the Adjustable Rate Group, including any Qualified Replacement Mortgage Loans delivered in replacement thereof.

Adjustable Mortgage Rate Loan: Any Mortgage Loan with a Mortgage Loan Rate that is adjustable at regular periodic intervals, based on the Index plus the related Gross Margin and subject to any Minimum Rate, Maximum Rate and periodic limitations or adjustment from time to time, all as set forth in the Mortgage Loan Schedule.

Adjustment Date: With respect to any Adjustable Rate Mortgage Loan, the date on which a change to the Mortgage Loan Rate on a Mortgage Loan becomes effective.

Affiliate: With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms "controlling" and "controlled" have meanings corresponding to the foregoing.

Agreement: This Initial Mortgage Loan Conveyance Agreement and all amendments hereof and supplements hereto.

Appraised Value: The appraised value of any Mortgaged Property based upon the appraisal made at the time of the origination of the related Mortgage Loan or, in the case of a Mortgage Loan that is a purchase money mortgage loan, the sales price of the related Mortgage Property if such sales price is less than the appraised value.

Business Day: Any day other than (a) a Saturday or Sunday or (b) a day on which banking institutions in the Sate of California or the Sate of New York are required or authorized by law, executive order or governmental decree to be closed.

Certificate Account: As defined in Article I of the Pooling and Servicing Agreement.

Certificate holder or Holder: As defined in Article I of the Pooling and Servicing Agreement.

Closing: The closing of the conveyance of the Mortgage Loans pursuant to this Agreement.

Closing Date: June 18, 1998.

Closing Documents: All documents specified in Section 6 of this Agreement.

Code: The Internal Revenue Code of 1986, as amended.

Combined Loan-to-Value Ratio: With respect to a Mortgage Loan, the ratio (expressed as a percentage) of (i) the sum of the Original Principal Amount of such related Mortgage Loan plus the outstanding principal balance (at the time of origination of such Mortgage Loan) of each Mortgage Loan secured by the related Mortgaged Property that is senior to such Mortgage Loan to (ii) the Appraised Value of the related Mortgaged Property determined by the Seller at the time of origination of such Mortgage Loan.

Cut-off Date: As to each Mortgage Loan, the date specified as the "Cut-off Date" in the Mortgage Loan Schedule.

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