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Agreement For Management Advisory Services

This is an actual contract by Aames Financial.

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Sectors: Financial Services
Governing Law: Delaware, View Delaware State Laws
Effective Date: February 10, 1999
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THIS MANAGEMENT ADVISORY SERVICES AGREEMENT (this "Agreement") is made as of February 10, 1999, between Aames Financial Corporation, a Delaware corporation (the "Company"), and Equifin Capital Management, LLC, a Delaware limited liability company ("Advisor").

WHEREAS, the Company and Advisor are entering into this Agreement pursuant to that certain Preferred Stock Purchase Agreement, dated as of December 23, 1998, between the Company and Capital Z Financial Services Fund II, L.P.; and

WHEREAS, the Company desires to retain the advisory services of Advisor and Advisor is willing to render such services on the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the promises and the mutual covenants contained in this Agreement, the parties agree as follows:

1. Scope of Agreement

Unless and until this Agreement is amended and except as the parties agree otherwise in writing, this Agreement sets forth the terms and conditions applicable to the performance by Advisor during the Term (as defined in Section 2 hereof) of the


specific services for the Company related to the business of the Company, which are set forth in Section 3 hereof.

2. Term

The term of this Agreement (the "Term") shall commence on the date hereof and shall continue until the earlier of (i) five (5) years from the date hereof and (ii) such date as is mutually agreed to by the parties hereto as the termination date for the services to be provided hereunder. Notwithstanding the foregoing, the Term may be terminated earlier in accordance with Section 8 hereof or may be extended by mutual consent of the parties.

3. Advisory Services

During the Term, Advisor shall provide advisory services to Company as requested by the Company with respect to business performance improvements, cost reduction programs and quality initiatives to be implemented by the Company, as well as general advice relating to business decisions which have been or may be contemplated by the Company (the "Advisory Services"). The Advisory Services shall be provided by Advisor in such manner and at such places as it reasonably deems to be appropriate. The Company shall provide to Advisor such documentation and access to Company personnel as Advisor may deem reasonably necessary to perform the Advisory Services that may be requested by the Company hereunder. From time to time, the Company and the Advisor may enter into mutually acceptable arrangements with

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regard to transactions outside the normal course of business, at compensation levels to be mutually agreed upon.

4. Compensation and Expenses

(a) In consideration for the Advisory Services, the Company shall pay to Advisor an advisory fee of $250,000 per calendar quarter (the "Fee"). The Fee shall be paid to Advisor in advance on each January 15, April 15, July 15 and October 15 during the Term, provided that the initial Fee payment shall be made on the date hereof, in recognition of services performed prior to date hereof and for the balance of the calendar quarter ending March 31, 1999.

(b) The Company shall pay or reimburse Advisor for all reasonable, documented out-of-pocket expenses incurred by Advisor in performing Advisory Services (including, but not limited to, reasonable travel, hotel and meal expenses incurred by Advisor's employees and representatives in connection with the performance of Advisory Services and in accordance with the Advisor's applicable travel and expense policies). Advisor may invoice the Company periodically for all such expenses incurred, which invoice shall be accompanied by reasonable documentation of all expenses then being invoiced, and the Company shall pay Advisor the amount of such invoice within ten (10) days of the receipt of such invoice.

(c) All payments made to Advisor under this Agreement shall be in cash in the manner specified in writing by Advisor,

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and all such payments shall be made without deduction, set off, recoupment or counterclaim.

5. Documentation

At the request of the Company, Advisor will submit a summary of all services performed during the perio
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