Common use of Notice Generally Clause in Contracts

Notice Generally. 18 Section 15.4. Successors and Assigns................................18 Section 15.5. Amendment.............................................19 Section 15.6. Severability..........................................19 Section 15.7. Headings..............................................19 Section 15.8. Governing Law.........................................19 Section 15.9. Mutual Waiver of Jury Trial...........................19 THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY SUCH APPLICABLE STATE LAWS, OR IN VIOLATION OF THE PROVISIONS OF THIS WARRANT. To Purchase 1,250,000 Shares of Common Stock of AAMES FINANCIAL CORPORATION THIS IS TO CERTIFY THAT Capital Z Management, Inc., or its registered assigns, is entitled, at any time prior to December 31, 2004 (the "Expiration Date"), to purchase from Aames Financial Corporation, a Delaware corporation (the "Company"), 1,250,000 shares of common stock, par value $0.001 per share, of the Company (the "Common Stock"), subject to adjustment as provided herein, in whole or in part, including fractional parts, at a purchase price of $1.00 per share (the "Exercise Price"), subject to adjustment as set forth herein, all on the terms and conditions and pursuant to the provisions hereinafter set forth. Capitalized terms not otherwise defined herein are used as defined in the Preferred Stock Purchase Agreement.

Notice Generally. 18 Section 15.4. Successors and Assigns..............................................................18 Section 15.5. Amendment........................................................................................19 Section 15.6. Severability..................................................................................19 Section 15.7. Headings..........................................................................................19 Section 15.8. Governing Law................................................................................19 Section 15.9. Mutual Waiver of Jury Trial....................................................19 THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY SUCH APPLICABLE STATE LAWS, OR IN VIOLATION OF THE PROVISIONS OF THIS WARRANT. To Purchase 1,250,000 3,000,000 Shares of Common Stock of AAMES FINANCIAL CORPORATION THIS IS TO CERTIFY THAT Capital Z Management, Inc., or its registered assigns, is entitled, subject to the provisions of the last sentence of this paragraph, at any time after June 30, 1999 and prior to December 31, 2004 (the "Expiration Date"), to purchase from Aames Financial Corporation, a Delaware corporation (the "Company"), 1,250,000 3,000,000 shares of common stock, par value $0.001 per share, of the Company (the "Common Stock"), subject to adjustment as provided herein, in whole or in part, including fractional parts, at a purchase price of $1.00 per share (the "Exercise Price"), subject to adjustment as set forth herein, all on the terms and conditions and pursuant to the provisions hereinafter set forth. Capitalized terms not otherwise defined herein are used as defined in the Preferred Stock Purchase Agreement. Notwithstanding anything to the contrary set forth in this Warrant, (i) this Warrant shall not be exercisable by the holder hereof if the Recapitalization is completed prior to June 30, 1999 and (ii) if the Recapitalization is not completed prior to June 30, 1999, this Warrant shall be exercisable by the holder hereof into the greater of (x) 1,221,398 shares of Common Stock and (y) such number of shares of Common Stock as may be available for issuance by the Company, up to a maximum of 3,000,000 shares of Common Stock.

Notice Generally. 18 Section 15.4. Successors and Assigns................................18 .......................................19 Section 15.5. Amendment.................................................................................................19 Section 15.6. Severability...........................................................................................19 Section 15.7. Headings...................................................................................................19 Section 15.8. Governing Law.........................................................................................19 Section 15.9. Mutual Waiver of Jury Trial................................................................19 THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY SUCH APPLICABLE STATE LAWS, OR IN VIOLATION OF THE PROVISIONS OF THIS WARRANT. WARRANT To Purchase 1,250,000 Shares of Common Stock of AAMES FINANCIAL CORPORATION THIS IS TO CERTIFY THAT Capital Z Management, Inc._____________, or its his/her registered assigns, is entitled, at any time prior to December 31, 2004 (the "Expiration Date"), to purchase from Aames Financial Corporation, a Delaware corporation (the "Company"), 1,250,000 __________ shares of common stock, par value $0.001 per share, of the Company (the "Common Stock"), subject to adjustment as provided herein, in whole or in part, including fractional parts, at a purchase price of $1.00 per share (the "Exercise Price"), subject to adjustment as set forth herein, all on the terms and conditions and pursuant to the provisions hereinafter set forth. Capitalized terms not otherwise defined herein are used as defined in the Preferred Stock Purchase Agreement. Notwithstanding anything to the contrary set forth in this Warrant, this Warrant shall not be exercisable by the holder hereof for a number of shares of Common Stock in excess of the number of shares as are authorized but not issued on reserved for issuance at the time of exercise.

Notice Generally. 18 15 Section 15.4. Successors and Assigns................................18 .....................................16 Section 15.5. Amendment.............................................19 ..................................................16 Section 15.6. Severability..........................................19 ...............................................16 Section 15.7. Headings..............................................19 ...................................................16 Section 15.8. Governing Law.........................................19 ..............................................16 Section 15.9. Mutual Waiver of Jury Trial...........................19 ................................16 THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY SUCH APPLICABLE STATE LAWS, OR IN VIOLATION OF THE PROVISIONS OF THIS WARRANT. To Purchase 1,250,000 5,000,000 Shares of Common Series C Convertible Preferred Stock of AAMES FINANCIAL CORPORATION THIS IS TO CERTIFY THAT Capital Z ManagementSpecialty Finance Partners, Inc., a Bermuda general partnership ("SFP") or its registered assigns, is entitled, at any time prior to December 31May __, 2004 2005 (the "Expiration Date"), to purchase from Aames Financial Corporation, a Delaware corporation (the "Company"), 1,250,000 5,000,000 shares of common stockSeries C Convertible Preferred Stock, par value $0.001 per share, of the Company (the "Common Series C Preferred Stock"), subject to adjustment as provided herein, in whole or in part, including fractional parts, at a purchase price of $1.00 [_____] per share (the "Exercise Price"), subject to adjustment as set forth herein, all on the terms and conditions and pursuant to the provisions hereinafter set forth. Capitalized terms not otherwise defined herein are used as defined in the Preferred Stock Purchase Agreement.

Notice Generally. 18 Section 15.4. Successors and Assigns.................................................................18 Section 15.5. Amendment...........................................................................................19 Section 15.6. Severability.....................................................................................19 Section 15.7. Headings.............................................................................................19 Section 15.8. Governing Law...................................................................................19 Section 15.9. Mutual Waiver of Jury Trial.......................................................19 THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY SUCH APPLICABLE STATE LAWS, OR IN VIOLATION OF THE PROVISIONS OF THIS WARRANT. To Purchase 1,250,000 3,000,000* Shares of Common Stock of AAMES FINANCIAL CORPORATION THIS IS TO CERTIFY THAT Capital Z Management, Inc.[____________________________], or its registered assigns, is entitled, subject to the provisions of the last sentence of this paragraph, at any time after June 30, 1999 and prior to December 31__, 2004 (the "Expiration Date"), to purchase from Aames Financial Corporation, a Delaware corporation (the "Company"), 1,250,000 3,000,000[*] shares of common stock, par value $0.001 per share, of the Company (the "Common Stock"), subject to adjustment as provided herein, in whole or in part, including fractional parts, at a purchase price of $1.00 per share (the "Exercise Price"), subject to adjustment as set forth herein, all on the terms and conditions and pursuant to the provisions hereinafter set forth. Capitalized terms not otherwise defined herein are used as defined in the Preferred Stock Purchase Agreement. Notwithstanding anything to the contrary set forth in this Warrant, this Warrant shall not be exercisable by the holder hereof if the Recapitalization is completed prior to June 30, 1999.

Notice Generally. 18 20 Section 15.4. Successors and Assigns................................18 .....................................21 Section 15.5. Amendment.............................................19 ..................................................21 Section 15.6. Severability..........................................19 ...............................................21 Section 15.7. Headings..............................................19 ...................................................21 Section 15.8. Governing Law.........................................19 ..............................................21 Section 15.915.10. Mutual Waiver of Jury Trial...........................19 ..............................21 THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY SUCH APPLICABLE STATE LAWS, OR IN VIOLATION OF THE PROVISIONS OF THIS WARRANT. To Purchase 1,250,000 5,000,000 Shares of Common Series D Convertible Preferred Stock of AAMES FINANCIAL CORPORATION THIS IS TO CERTIFY THAT Capital Z ManagementSpecialty Finance Partners, Inc., a Bermuda general partnership ("SFP") or its registered assigns, is entitled, at any time prior to December 31July 7, 2004 2005 (the "Expiration Date"), to purchase from Aames Financial Corporation, a Delaware corporation (the "Company"), 1,250,000 5,000,000 shares of common stockSeries D Convertible Preferred Stock, par value $0.001 per share, of the Company (the "Common Series D Preferred Stock"), subject to adjustment as provided herein, in whole or in part, including fractional parts, at a purchase price of $1.00 0.85 per share (the "Exercise Price"), subject to adjustment as set forth herein, all on the terms and conditions and pursuant to the provisions hereinafter set forth. Notwithstanding anything to the contrary set forth in this Warrant, this Warrant shall not be exercisable by the holder hereof until the day on which the Company files a Certificate of Designations relating to the Series D Preferred Stock with the Secretary of State of the State of Delaware. Capitalized terms not otherwise defined herein are used as defined in the Preferred Stock Purchase Agreement.

Notice Generally. 18 17 Section 15.4. Successors and Assigns...................................................................................................18 Section 15.5. Amendment.............................................19 ................................................................................18 Section 15.6. Severability..........................................19 .............................................................................18 Section 15.7. Headings..............................................19 .................................................................................18 Section 15.8. Governing Law.........................................19 ............................................................................18 Section 15.915.10. Mutual Waiver of Jury Trial...........................19 ..............................................................18 THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY SUCH APPLICABLE STATE LAWS, OR IN VIOLATION OF THE PROVISIONS OF THIS WARRANT. To Purchase 1,250,000 5,000,000 Shares of Common Series C Convertible Preferred Stock of AAMES FINANCIAL CORPORATION THIS IS TO CERTIFY THAT Capital Z ManagementSpecialty Finance Partners, Inc., a Bermuda general partnership ("SFP") or its registered assigns, is entitled, at any time prior to December 31the date on which the Additional Closing (as defined in the Preferred Stock Purchase Agreement, 2004 dated as of May 19, 2000 and as subsequently amended, by and between the Company and SFP) occurs (the "Expiration Date"), to purchase from Aames Financial Corporation, a Delaware corporation (the "Company"), 1,250,000 5,000,000 shares of common stockSeries C Convertible Preferred Stock, par value $0.001 per share, of the Company (the "Common Series C Preferred Stock"), subject to adjustment as provided herein, in whole or in part, including fractional parts, at a purchase price of $1.00 0.85 per share (the "Exercise Price"), subject to adjustment as set forth herein, all on the terms and conditions and pursuant to the provisions hereinafter set forth. Capitalized terms not otherwise defined herein are used as defined in the Preferred Stock Purchase Agreement.

Notice Generally. 18 19 Section 15.4. Successors and Assigns................................18 .....................................19 Section 15.5. Amendment.............................................19 ..................................................20 Section 15.6. Severability..........................................19 ...............................................20 Section 15.7. Headings..............................................19 ...................................................20 Section 15.8. Governing Law.........................................19 ..............................................20 Section 15.915.10. Mutual Waiver of Jury Trial...........................19 ...............................20 THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY SUCH APPLICABLE STATE LAWS, OR IN VIOLATION OF THE PROVISIONS OF THIS WARRANT. WARRANT To Purchase 1,250,000 [5,000,000] Shares of Common Series D Convertible Preferred Stock of AAMES FINANCIAL CORPORATION THIS IS TO CERTIFY THAT Capital Z ManagementSpecialty Finance Partners, Inc., a Bermuda general partnership ("SFP") or its registered assigns, is entitled, at any time prior to December 31June __, 2004 2005 (the "Expiration Date"), to purchase from Aames Financial Corporation, a Delaware corporation (the "Company"), 1,250,000 [5,000,000] shares of common stockSeries D Convertible Preferred Stock, par value $0.001 per share, of the Company (the "Common Series D Preferred Stock"), subject to adjustment as provided herein, in whole or in part, including fractional parts, at a purchase price of $1.00 [_____]per share (the "Exercise Price"), subject to adjustment as set forth herein, all on the terms and conditions and pursuant to the provisions hereinafter set forth. Notwithstanding anything to the contrary set forth in this Warrant, this Warrant shall not be exercisable by the holder hereof until the day on which the Company files a Certificate of Designations relating to the Series D Preferred Stock with the Secretary of State of the State of Delaware. Capitalized terms not otherwise defined herein are used as defined in the Preferred Stock Purchase Agreement.

Notice Generally. 18 19 Section 15.4. Successors and Assigns................................18 ...................................................................20 Section 15.5. Amendment.............................................19 ................................................................................20 Section 15.6. Severability..........................................19 .............................................................................20 Section 15.7. Headings..............................................19 .................................................................................21 Section 15.8. Governing Law.........................................19 ............................................................................21 Section 15.9. Mutual Waiver of Jury Trial...........................19 ..............................................................21 THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY SUCH APPLICABLE STATE LAWS, OR IN VIOLATION OF THE PROVISIONS OF THIS WARRANT. To Purchase 1,250,000 92,075 Shares of Common Stock of AAMES FINANCIAL CORPORATION THIS IS TO CERTIFY THAT Capital Z Management, Inc.Xxxx X. Xxxxx, or its his/her registered assigns, is entitled, at any time prior to December 31, 2004 (the "Expiration Date"), to purchase from Aames Financial Corporation, a Delaware corporation (the "Company"), 1,250,000 92,075 shares of common stock, par value $0.001 per share, of the Company (the "Common Stock"), subject to adjustment as provided herein, in whole or in part, including fractional parts, at a purchase price of $1.00 per share (the "Exercise Price"), subject to adjustment as set forth herein, all on the terms and conditions and pursuant to the provisions hereinafter set forth. Capitalized terms not otherwise defined herein are used as defined in the Preferred Stock Purchase Agreement. Notwithstanding anything to the contrary set forth in this Warrant, this Warrant shall not be exercisable by the holder hereof for a number of shares of Common Stock in excess of the number of shares as are authorized but not issued on reserved for issuance at the time of exercise.

Notice Generally. 18 Section 22 15.3. Remedies...........................................................................................23 15.4. Successors and Assigns................................18 Section .............................................................................23 15.5. Amendment.............................................19 Section ..........................................................................................23 15.6. Severability..........................................19 Section .......................................................................................23 15.7. Headings..............................................19 Section ...........................................................................................24 15.8. Governing Law.........................................19 Section 15.9. Mutual Waiver of Jury Trial...........................19 ......................................................................................24 SIGNATURES EXHIBITS Exhibit A - Subscription Form Exhibit B - Assignment Form SCHEDULE Schedule 1 - Permitted Issuances THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE PURSUANT TO ANY STATE SECURITIES LAWS OF ANY STATE AND REGULATIONS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY SUCH APPLICABLE STATE LAWS, OR IN VIOLATION OF SUCH ACT, THE RULES AND REGULATIONS THEREUNDER OR THE PROVISIONS OF THIS WARRANT. Warrant No. 1 WARRANT To Purchase 1,250,000 Common Shares of Common Stock of AAMES FINANCIAL EMCORE CORPORATION THIS IS TO CERTIFY THAT Capital Z Management, Inc.GENERAL ELECTRIC COMPANY, or its registered assigns, is entitled, at any time prior to December 31, 2004 during the Exercise Period (the "Expiration Date"as hereinafter defined), to purchase from Aames Financial CorporationEMCORE CORPORATION, a Delaware New Jersey corporation (the "Company"), 1,250,000 shares the number of common stock, par value $0.001 per share, of the Company Common Shares (the "Common Stock"), as hereinafter defined and subject to adjustment as provided herein) described herein, in whole or in part, including fractional parts, at a purchase price of $1.00 22.875 per share (the "Exercise Price"), subject to adjustment as set forth provided herein, ) all on the terms and conditions and pursuant to the provisions hereinafter set forth. Capitalized terms not otherwise defined herein are used as defined in the Preferred Stock Purchase Agreement.

Notice Generally. 18 Section 15.4. Successors and Assigns............................................................................... 18 Section 15.5. Amendment.............................................19 ............................................................ 18 Section 15.6. Severability................................................................................................... 19 Section 15.7. Headings........................................................................................................... 19 Section 15.8. Governing Law................................................................................................. 19 Section 15.9. Mutual Waiver of Jury Trial..................................................................... 19 104 THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY SUCH APPLICABLE STATE LAWS, OR IN VIOLATION OF THE PROVISIONS OF THIS WARRANT. To Purchase 1,250,000 Shares of Common Stock of AAMES FINANCIAL CORPORATION THIS IS TO CERTIFY THAT Capital Z Management, Inc., or its registered assigns, is entitled, at any time prior to December 31, 2004 (the "Expiration Date"), to purchase from Aames Financial Corporation, a Delaware corporation (the "Company"), 1,250,000 shares of common stock, par value $0.001 per share, of the Company (the "Common Stock"), subject to adjustment as provided herein, in whole or in part, including fractional parts, at a purchase price of $1.00 per share (the "Exercise Price"), subject to adjustment as set forth herein, all on the terms and conditions and pursuant to the provisions hereinafter set forth. Capitalized terms not otherwise defined herein are used as defined in the Preferred Stock Purchase Agreement.

Notice Generally. 18 Section 15 15.3. Remedies...................................................15 15.4. Successors and Assigns................................18 Section .....................................16 15.5. Amendment.............................................19 Section ..................................................16 -i- 101 15.6. Severability..........................................19 Section ............................................16 15.7. Headings..............................................19 Section ................................................16 15.8. Governing Law.........................................19 Section 15.9. Mutual Waiver of Jury Trial...........................19 ...........................................16 SIGNATURES EXHIBITS Exhibit A - Subscription Form Exhibit B - Assignment Form 102 THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY SUCH APPLICABLE STATE LAWS, OR IN VIOLATION OF SUCH ACT, THE RULES AND REGULATIONS THEREUNDER OR THE PROVISIONS OF THIS WARRANT. INITIAL WARRANT PRICE $____________ PER SHARE WARRANT To Purchase 1,250,000 Common Shares of Common Stock of AAMES FINANCIAL CORPORATION ADVANCED LIGHTING TECHNOLOGIES, INC. THIS IS TO CERTIFY THAT Capital Z Management, Inc.GENERAL ELECTRIC COMPANY, or its registered assigns, is entitled, at any time prior to December 31, 2004 during the Exercise Period (the "Expiration Date"as hereinafter defined), to purchase from Aames Financial CorporationADVANCED LIGHTING TECHNOLOGIES, a Delaware INC., an Ohio corporation (the "Company"), 1,250,000 shares of common stock, par value $0.001 per share, of the Company up to __________________ Common Shares (the "as hereinafter defined) (such Common Stock")Shares, subject to adjustment as provided herein, are referred to herein as the "Warrant Shares") as described herein, in whole or in part, including fractional parts, at a purchase price of $1.00 the Current Warrant Price (as defined herein) per share (the "Exercise Price"), subject to adjustment as set forth provided herein, ) all on the terms and conditions and pursuant to the provisions hereinafter set forth. Capitalized terms not otherwise defined herein are used as defined in the Preferred Stock Purchase Agreement.

Notice Generally. 18 Section 15.421 13.3. Remedies..............................................................................22 13.4. Successors and Assigns................................18 Section 15.5................................................................22 13.5. Amendment.............................................19 Section 15.6.............................................................................22 13.6. Severability..........................................19 Section 15.7..........................................................................22 13.7. Headings..............................................19 Section 15.8..............................................................................23 13.8. Governing Law.........................................19 Section 15.9. Mutual Waiver of Jury Trial...........................19 .........................................................................23 SIGNATURES...........................................................................................24 EXHIBITS.............................................................................................25 Exhibit A - Subscription Form........................................................................25 Exhibit B - Assignment Form..........................................................................26 THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE DISPOSED OF SUCH EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION OR AN EXEMPTION THEREFROM STATEMENT UNDER SUCH ACT AND UNDER ANY SUCH APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS. IN ADDITION TO THE RESTRICTIONS SET FORTH IN THE SECURITIES PURCHASE AGREEMENT AND THE SUPPLEMENTAL SECURITIES PURCHASE AGREEMENT BY AND AMONG KRAUXX'X XXXNITURE, OR INC., GENERAL ELECTRIC CAPITAL CORPORATION AND JAPAN OMNIBUS LTD., THIS WARRANT IS SUBJECT TO THE RESTRICTIONS SET FORTH IN VIOLATION THE STOCKHOLDERS AGREEMENT BY AND AMONG KRAUXX'X XXXNITURE, INC. AND THE STOCKHOLDERS PARTIES THERETO, COPIES OF SUCH AGREEMENTS ARE ON FILE IN THE OFFICES OF THE PROVISIONS OF THIS WARRANTCORPORATION. No. of Shares of Common Stock: 600,000 WARRANT To Purchase 1,250,000 Shares of Common Stock of AAMES FINANCIAL CORPORATION KRAUXX'X XXXNITURE, INC. THIS IS TO CERTIFY THAT Capital Z Management, Inc.GENERAL ELECTRIC CAPITAL CORPORATION, or its registered assigns, is entitled, at any time prior to December 31, 2004 the Expiration Date (the "Expiration Date"as hereinafter defined), to purchase from Aames Financial CorporationKRAUXX'X XXXNITURE, INC., a Delaware corporation (the "Company"), 1,250,000 600,000 shares of common stock, par value $0.001 per share, of the Company Common Stock (the "Common Stock"), as hereinafter defined and subject to adjustment as provided herein), in whole or in part, including fractional parts, at a purchase price of $1.00 1.25 per share (the "Exercise Price"), subject to adjustment as set forth hereinshare, all on the terms and conditions and pursuant to the provisions hereinafter set forth. Capitalized terms not otherwise defined herein are used as defined in the Preferred Stock Purchase Agreement.

Notice Generally. 18 Section 15.421 12.3. Remedies.................................................22 12.4. Successors and Assigns................................18 Section 15.5...................................22 12.5. Amendment.............................................19 Section 15.6................................................22 12.6. Severability..........................................19 Section 15.7.............................................22 12.7. Headings..............................................19 Section 15.8.................................................22 12.8. Governing Law.........................................19 Section 15.9. Mutual Waiver of Jury Trial...........................19 ............................................22 EXHIBITS EXHIBIT A EXHIBIT B THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE DISPOSED OF SUCH EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION OR AN EXEMPTION THEREFROM STATEMENT UNDER SUCH ACT AND UNDER ANY SUCH APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS, OR IN VIOLATION OF THE PROVISIONS OF THIS WARRANT. No. of Shares of Common Stock: Warrant No. To Purchase 1,250,000 Shares of Common Stock of AAMES FINANCIAL CORPORATION NETEGRITY, INC. THIS IS TO CERTIFY THAT Capital Z Management, Inc.___________________________, or its registered assignsassigns (the "Warrantholder"), is entitled, at any time prior to December 31, 2004 the Expiration Date (the "Expiration Date"as hereinafter defined), to purchase from Aames Financial CorporationNeTegrity, Inc., a Delaware corporation (the "Company"), 1,250,000 __________ shares of common stock, par value $0.001 per share, of the Company Common Stock (the "Common Stock"), as hereinafter defined and subject to adjustment as provided herein), in whole or in part, including fractional parts, at a purchase price of $1.00 2.00 per share (the "Exercise Price"), subject to adjustment as set forth hereinshare, all on the terms and conditions and pursuant to the provisions hereinafter set forth. Capitalized terms not otherwise defined herein are used as defined in the Preferred Stock Purchase Agreement.

Notice Generally. 18 Section 15.421 13.3. Remedies..............................................................................22 13.4. Successors and Assigns................................18 Section 15.5................................................................22 13.5. Amendment.............................................19 Section 15.6.............................................................................22 13.6. Severability..........................................19 Section 15.7..........................................................................22 13.7. Headings..............................................19 Section 15.8..............................................................................23 13.8. Governing Law.........................................19 Section 15.9. Mutual Waiver of Jury Trial...........................19 .........................................................................23 SIGNATURES...........................................................................................24 EXHIBITS.............................................................................................25 Exhibit A - Subscription Form........................................................................25 Exhibit B - Assignment Form..........................................................................26 THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE DISPOSED OF SUCH EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION OR AN EXEMPTION THEREFROM STATEMENT UNDER SUCH ACT AND UNDER ANY SUCH APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS. IN ADDITION TO THE RESTRICTIONS SET FORTH IN THE SECURITIES PURCHASE AGREEMENT AND THE SUPPLEMENTAL SECURITIES PURCHASE AGREEMENT BY AND AMONG KRAUXX'X XXXNITURE, OR INC., GENERAL ELECTRIC CAPITAL CORPORATION AND JAPAN OMNIBUS LTD., THIS WARRANT IS SUBJECT TO THE RESTRICTIONS SET FORTH IN VIOLATION THE STOCKHOLDERS AGREEMENT BY AND AMONG KRAUXX'X XXXNITURE, INC. AND THE STOCKHOLDERS PARTIES THERETO, COPIES OF SUCH AGREEMENTS ARE ON FILE IN THE OFFICES OF THE PROVISIONS OF THIS WARRANTCORPORATION. No. of Shares of Common Stock: 140,000 WARRANT To Purchase 1,250,000 Shares of Common Stock of AAMES FINANCIAL CORPORATION KRAUXX'X XXXNITURE, INC. THIS IS TO CERTIFY THAT Capital Z Management, Inc.JAPAN OMNIBUS LTD., or its registered assigns, is entitled, at any time prior to December 31, 2004 the Expiration Date (the "Expiration Date"as hereinafter defined), to purchase from Aames Financial CorporationKRAUXX'X XXXNITURE, INC., a Delaware corporation (the "Company"), 1,250,000 140,000 shares of common stock, par value $0.001 per share, of the Company Common Stock (the "Common Stock"), as hereinafter defined and subject to adjustment as provided herein), in whole or in part, including fractional parts, at a purchase price of $1.00 1.25 per share (the "Exercise Price"), subject to adjustment as set forth hereinshare, all on the terms and conditions and pursuant to the provisions hereinafter set forth. Capitalized terms not otherwise defined herein are used as defined in the Preferred Stock Purchase Agreement.

Notice Generally. 18 19 Section 15.4. Successors and Assigns................................18 ...................................................................20 Section 15.5. Amendment.............................................19 ................................................................................20 Section 15.6. Severability..........................................19 .............................................................................20 Section 15.7. Headings..............................................19 .................................................................................21 Section 15.8. Governing Law.........................................19 ............................................................................21 Section 15.9. Mutual Waiver of Jury Trial...........................19 ..............................................................21 THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY SUCH APPLICABLE STATE LAWS, OR IN VIOLATION OF THE PROVISIONS OF THIS WARRANT. To Purchase 1,250,000 184,153 Shares of Common Stock of AAMES FINANCIAL CORPORATION THIS IS TO CERTIFY THAT Capital Z Management, Inc.Xxxxxx Spass, or its his/her registered assigns, is entitled, at any time prior to December 31, 2004 (the "Expiration Date"), to purchase from Aames Financial Corporation, a Delaware corporation (the "Company"), 1,250,000 184,153 shares of common stock, par value $0.001 per share, of the Company (the "Common Stock"), subject to adjustment as provided herein, in whole or in part, including fractional parts, at a purchase price of $1.00 per share (the "Exercise Price"), subject to adjustment as set forth herein, all on the terms and conditions and pursuant to the provisions hereinafter set forth. Capitalized terms not otherwise defined herein are used as defined in the Preferred Stock Purchase Agreement. Notwithstanding anything to the contrary set forth in this Warrant, this Warrant shall not be exercisable by the holder hereof for a number of shares of Common Stock in excess of the number of shares as are authorized but not issued on reserved for issuance at the time of exercise.

Notice Generally. 18 15 Section 15.4. Successors and Assigns................................18 ....................................16 Section 15.5. Amendment.............................................19 .................................................16 Section 15.6. Severability..........................................19 ..............................................16 Section 15.7. Headings..............................................19 ..................................................16 Section 15.8. Governing Law.........................................19 .............................................17 Section 15.9. Mutual Waiver of Jury Trial...........................19 ...............................17 THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY SUCH APPLICABLE STATE LAWS, OR IN VIOLATION OF THE PROVISIONS OF THIS WARRANT. To Purchase 1,250,000 5,000,000 Shares of Common Series C Convertible Preferred Stock of AAMES FINANCIAL CORPORATION THIS IS TO CERTIFY THAT Capital Z ManagementSpecialty Finance Partners, Inc., a Bermuda general partnership ("SFP") or its registered assigns, is entitled, at any time prior to December 31May __, 2004 2005 (the "Expiration Date"), to purchase from Aames Financial Corporation, a Delaware corporation (the "Company"), 1,250,000 5,000,000 shares of common stockSeries C Convertible Preferred Stock, par value $0.001 per share, of the Company (the "Common Series C Preferred Stock"), subject to adjustment as provided herein, in whole or in part, including fractional parts, at a purchase price of $1.00 [_____] per share (the "Exercise Price"), subject to adjustment as set forth herein, all on the terms and conditions and pursuant to the provisions hereinafter set forth. Capitalized terms not otherwise defined herein are used as defined in the Preferred Stock Purchase Agreement.

Notice Generally. 18 19 Section 15.4. Successors and Assigns................................18 ...................................................................20 Section 15.5. Amendment.............................................19 ................................................................................20 Section 15.6. Severability..........................................19 .............................................................................20 Section 15.7. Headings..............................................19 .................................................................................21 Section 15.8. Governing Law.........................................19 ............................................................................21 Section 15.9. Mutual Waiver of Jury Trial...........................19 ..............................................................21 THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY SUCH APPLICABLE STATE LAWS, OR IN VIOLATION OF THE PROVISIONS OF THIS WARRANT. To Purchase 1,250,000 3,125 Shares of Common Stock of AAMES FINANCIAL CORPORATION THIS IS TO CERTIFY THAT Capital Z Management, Inc.Xxxx X. Xxxxxxx, or its his/her registered assigns, is entitled, at any time prior to December 31, 2004 (the "Expiration Date"), to purchase from Aames Financial Corporation, a Delaware corporation (the "Company"), 1,250,000 3,125 shares of common stock, par value $0.001 per share, of the Company (the "Common Stock"), subject to adjustment as provided herein, in whole or in part, including fractional parts, at a purchase price of $1.00 per share (the "Exercise Price"), subject to adjustment as set forth herein, all on the terms and conditions and pursuant to the provisions hereinafter set forth. Capitalized terms not otherwise defined herein are used as defined in the Preferred Stock Purchase Agreement. Notwithstanding anything to the contrary set forth in this Warrant, this Warrant shall not be exercisable by the holder hereof for a number of shares of Common Stock in excess of the number of shares as are authorized but not issued on reserved for issuance at the time of exercise.

Notice Generally. 18 19 Section 15.4. Successors and Assigns................................18 .....................................19 Section 15.5. Amendment.............................................19 ..................................................20 Section 15.6. Severability..........................................19 ...............................................20 Section 15.7. Headings..............................................19 ...................................................20 Section 15.8. Governing Law.........................................19 ..............................................20 Section 15.915.10. Mutual Waiver of Jury Trial...........................19 ...............................20 THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY SUCH APPLICABLE STATE LAWS, OR IN VIOLATION OF THE PROVISIONS OF THIS WARRANT. To Purchase 1,250,000 5,000,000 Shares of Common Series C Convertible Preferred Stock of AAMES FINANCIAL CORPORATION THIS IS TO CERTIFY THAT Capital Z ManagementSpecialty Finance Partners, Inc., a Bermuda general partnership ("SFP") or its registered assigns, is entitled, at any time prior to December 31the date on which the Additional Closing (as defined in the Preferred Stock Purchase Agreement, 2004 dated as of May 19, 2000 and as subsequently amended, by and between the Company and SFP) occurs (the "Expiration Date"), to purchase from Aames Financial Corporation, a Delaware corporation (the "Company"), 1,250,000 5,000,000 shares of common stockSeries C Convertible Preferred Stock, par value $0.001 per share, of the Company (the "Common Series C Preferred Stock"), subject to adjustment as provided herein, in whole or in part, including fractional parts, at a purchase price of $1.00 0.85 per share (the "Exercise Price"), subject to adjustment as set forth herein, all on the terms and conditions and pursuant to the provisions hereinafter set forth. Capitalized terms not otherwise defined herein are used as defined in the Preferred Stock Purchase Agreement.

Notice Generally. 18 Section 15.422 14.3. Remedies........................................................ 23 14.4. Successors and Assigns................................18 Section 15.5.......................................... 23 14.5. Amendment.............................................19 Section 15.6....................................................... 24 14.6. Severability..........................................19 Section 15.7.................................................... 24 14.7. Headings..............................................19 Section 15.8........................................................ 24 14.8. Governing Law.........................................19 Section 15.9. Mutual Waiver of Jury Trial...........................19 ................................................... 24 THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE SECURITIES OR "BLUE SKY" LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY SUCH APPLICABLE STATE LAWS, OR IN VIOLATION OF SUCH ACT OR LAWS, THE RULES AND REGULATIONS THEREUNDER OR THE PROVISIONS OF THIS WARRANT. To Purchase 1,250,000 Shares of Common Stock of AAMES FINANCIAL CORPORATION THE FINOVA GROUP INC. THIS IS TO CERTIFY THAT Capital Z Management, Inc.LEUCADIA NATIONAL CORPORATION, or its permitted registered assigns, is entitled, at any time prior to December 31, 2004 during the Exercise Period (the "Expiration Date"as hereinafter defined), to purchase from Aames Financial CorporationTHE FINOVA GROUP INC., a Delaware corporation (the "Company"), 1,250,000 shares of common stock, par value $0.001 per share, of the Company (the "Common Stock"), subject to adjustment as provided herein, in whole or in part, including fractional partssuch number of shares of Common Stock (as hereinafter defined and subject to adjustment as provided herein) that is equal to twenty percent (20%) (the "Maximum Percentage") of the Diluted Common Stock as of the date on which this Warrant is exercised, after giving effect to the exercise of this Warrant, at a an aggregate purchase price of $1.00 per share 125,000,000, subject to downward adjustment as provided herein (the "Exercise Maximum Aggregate Price"), subject to adjustment as set forth herein, all on the terms and subject to the conditions and pursuant to the provisions hereinafter set forth. Capitalized terms not otherwise defined herein are used as defined in the Preferred Stock Purchase Agreement.

Notice Generally. 18 17 Section 15.4. Successors and Assigns...................................................................................................18 Section 15.5. Amendment.............................................19 ................................................................................18 Section 15.6. Severability..........................................19 .............................................................................18 Section 15.7. Headings..............................................19 .................................................................................18 Section 15.8. Governing Law.........................................19 ............................................................................18 Section 15.915.10. Mutual Waiver of Jury Trial...........................19 ..............................................................18 THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY SUCH APPLICABLE STATE LAWS, OR IN VIOLATION OF THE PROVISIONS OF THIS WARRANT. WARRANT To Purchase 1,250,000 [5,000,000] Shares of Common Series D Convertible Preferred Stock of AAMES FINANCIAL CORPORATION THIS IS TO CERTIFY THAT Capital Z ManagementSpecialty Finance Partners, Inc., a Bermuda general partnership ("SFP") or its registered assigns, is entitled, at any time prior to December 31June __, 2004 2005 (the "Expiration Date"), to purchase from Aames Financial Corporation, a Delaware corporation (the "Company"), 1,250,000 [5,000,000] shares of common stockSeries D Convertible Preferred Stock, par value $0.001 per share, of the Company (the "Common Series D Preferred Stock"), subject to adjustment as provided herein, in whole or in part, including fractional parts, at a purchase price of $1.00 [_____]per share (the "Exercise Price"), subject to adjustment as set forth herein, all on the terms and conditions and pursuant to the provisions hereinafter set forth. Notwithstanding anything to the contrary set forth in this Warrant, this Warrant shall not be exercisable by the holder hereof until the day on which the Company files a Certificate of Designations relating to the Series D Preferred Stock with the Secretary of State of the State of Delaware. Capitalized terms not otherwise defined herein are used as defined in the Preferred Stock Purchase Agreement.

Notice Generally. 18 Section 15.4. Successors and Assigns.......................................................................................18 Section 15.5. Amendment.................................................................................................................19 Section 15.6. Severability...........................................................................................................19 Section 15.7. Headings...................................................................................................................19 Section 15.8. Governing Law.........................................................................................................19 Section 15.9. Mutual Waiver of Jury Trial.............................................................................19 THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY SUCH APPLICABLE STATE LAWS, OR IN VIOLATION OF THE PROVISIONS OF THIS WARRANT. To Purchase 1,250,000 3,000,000* Shares of Common Stock of AAMES FINANCIAL CORPORATION THIS IS TO CERTIFY THAT Capital Z Management, Inc.[____________________________], or its registered assigns, is entitled, subject to the provisions of the last sentence of this paragraph, at any time after June 30, 1999 and prior to December 31__, 2004 (the "Expiration Date"), to purchase from Aames Financial Corporation, a Delaware corporation (the "Company"), 1,250,000 3,000,000* shares of common stock, par value $0.001 per share, of the Company (the "Common Stock"), subject to adjustment as provided herein, in whole or in part, including fractional parts, at a purchase price of $1.00 per share (the "Exercise Price"), subject to adjustment as set forth herein, all on the terms and conditions and pursuant to the provisions hereinafter set forth. Capitalized terms not otherwise defined herein are used as defined in the Preferred Stock Purchase Agreement. Notwithstanding anything to the contrary set forth in this Warrant, this Warrant shall not be exercisable by the holder hereof if the Recapitalization is completed prior to June 30, 1999.

Notice Generally. 18 19 Section 15.4. Successors and Assigns................................18 ...................................................................20 Section 15.5. Amendment.............................................19 ................................................................................20 Section 15.6. Severability..........................................19 .............................................................................20 Section 15.7. Headings..............................................19 .................................................................................21 Section 15.8. Governing Law.........................................19 ............................................................................21 Section 15.9. Mutual Waiver of Jury Trial...........................19 ..............................................................21 THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY SUCH APPLICABLE STATE LAWS, OR IN VIOLATION OF THE PROVISIONS OF THIS WARRANT. WARRANT To Purchase 1,250,000 184,153 Shares of Common Stock of AAMES FINANCIAL CORPORATION THIS IS TO CERTIFY THAT Capital Z Management, Inc.Xxxxxx X. Xxxxxxxxxx, or its his/her registered assigns, is entitled, at any time prior to December 31, 2004 (the "Expiration Date"), to purchase from Aames Financial Corporation, a Delaware corporation (the "Company"), 1,250,000 184,153 shares of common stock, par value $0.001 per share, of the Company (the "Common Stock"), subject to adjustment as provided herein, in whole or in part, including fractional parts, at a purchase price of $1.00 per share (the "Exercise Price"), subject to adjustment as set forth herein, all on the terms and conditions and pursuant to the provisions hereinafter set forth. Capitalized terms not otherwise defined herein are used as defined in the Preferred Stock Purchase Agreement. Notwithstanding anything to the contrary set forth in this Warrant, this Warrant shall not be exercisable by the holder hereof for a number of shares of Common Stock in excess of the number of shares as are authorized but not issued on reserved for issuance at the time of exercise.

Notice Generally. 18 17 Section 15.4. Successors and Assigns..................................................................................................18 Section 15.5. Amendment.............................................19 ...............................................................................18 Section 15.6. Severability..........................................19 ............................................................................18 Section 15.7. Headings..............................................19 ................................................................................18 Section 15.8. Governing Law.........................................19 ...........................................................................18 Section 15.915.10. Mutual Waiver of Jury Trial...........................19 .............................................................18 THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY SUCH APPLICABLE STATE LAWS, OR IN VIOLATION OF THE PROVISIONS OF THIS WARRANT. To Purchase 1,250,000 5,000,000 Shares of Common Series D Convertible Preferred Stock of AAMES FINANCIAL CORPORATION THIS IS TO CERTIFY THAT Capital Z ManagementSpecialty Finance Partners, Inc., a Bermuda general partnership ("SFP") or its registered assigns, is entitled, at any time prior to December 31July 7, 2004 2005 (the "Expiration Date"), to purchase from Aames Financial Corporation, a Delaware corporation (the "Company"), 1,250,000 5,000,000 shares of common stockSeries D Convertible Preferred Stock, par value $0.001 per share, of the Company (the "Common Series D Preferred Stock"), subject to adjustment as provided herein, in whole or in part, including fractional parts, at a purchase price of $1.00 0.85 per share (the "Exercise Price"), subject to adjustment as set forth herein, all on the terms and conditions and pursuant to the provisions hereinafter set forth. Notwithstanding anything to the contrary set forth in this Warrant, this Warrant shall not be exercisable by the holder hereof until the day on which the Company files a Certificate of Designations relating to the Series D Preferred Stock with the Secretary of State of the State of Delaware. Capitalized terms not otherwise defined herein are used as defined in the Preferred Stock Purchase Agreement.

Notice Generally. 18 Section 15.4. Successors and Assigns................................18 .........................................19 Section 15.5. Amendment...................................................................................................19 Section 15.6. Severability.............................................................................................19 Section 15.7. Headings.....................................................................................................19 Section 15.8. Governing Law...........................................................................................19 Section 15.9. Mutual Waiver of Jury Trial...............................................................19 THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY SUCH APPLICABLE STATE LAWS, OR IN VIOLATION OF THE PROVISIONS OF THIS WARRANT. To Purchase 1,250,000 3,000,000 Shares of Common Stock of AAMES FINANCIAL CORPORATION THIS IS TO CERTIFY THAT Capital Z Management, Inc., or its registered assigns, is entitled, subject to the provisions of the last sentence of this paragraph, at any time after June 30, 1999 and prior to December 31, 2004 (the "Expiration Date"), to purchase from Aames Financial Corporation, a Delaware corporation (the "Company"), 1,250,000 3,000,000 shares of common stock, par value $0.001 per share, of the Company (the "Common Stock"), subject to adjustment as provided herein, in whole or in part, including fractional parts, at a purchase price of $1.00 per share (the "Exercise Price"), subject to adjustment as set forth herein, all on the terms and conditions and pursuant to the provisions hereinafter set forth. Capitalized terms not otherwise defined herein are used as defined in the Preferred Stock Purchase Agreement. Notwithstanding anything to the contrary set forth in this Warrant, (i) this Warrant shall not be exercisable by the holder hereof if the Recapitalization is completed prior to June 30, 1999 and (ii) if the Recapitalization is not completed prior to June 30, 1999, this Warrant shall be exercisable by the holder hereof into the greater of (x) 1,221,398 shares of Common Stock and (y) such number of shares of Common Stock as may be available for issuance by the Company, up to a maximum of 3,000,000 shares of Common Stock.

Notice Generally. 18 Section 15 15.3. Remedies...................................................15 15.4. Successors and Assigns................................18 Section .....................................16 15.5. Amendment.............................................19 Section ..................................................16 15.6. Severability..........................................19 Section ............................................16 15.7. Headings..............................................19 Section ................................................16 15.8. Governing Law.........................................19 Section 15.9. Mutual Waiver of Jury Trial...........................19 ...........................................16 SIGNATURES EXHIBITS Exhibit A - Subscription Form Exhibit B - Assignment Form THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY SUCH APPLICABLE STATE LAWS, OR IN VIOLATION OF SUCH ACT, THE RULES AND REGULATIONS THEREUNDER OR THE PROVISIONS OF THIS WARRANT. INITIAL WARRANT PRICE $____________ PER SHARE WARRANT To Purchase 1,250,000 Common Shares of Common Stock of AAMES FINANCIAL CORPORATION ADVANCED LIGHTING TECHNOLOGIES, INC. THIS IS TO CERTIFY THAT Capital Z Management, Inc.GENERAL ELECTRIC COMPANY, or its registered assigns, is entitled, at any time prior to December 31, 2004 during the Exercise Period (the "Expiration Date"as hereinafter defined), to purchase from Aames Financial CorporationADVANCED LIGHTING TECHNOLOGIES, a Delaware INC., an Ohio corporation (the "Company"), 1,250,000 shares of common stock, par value $0.001 per share, of the Company up to __________________ Common Shares (the "as hereinafter defined) (such Common Stock")Shares, subject to adjustment as provided herein, are referred to herein as the "Warrant Shares") as described herein, in whole or in part, including fractional parts, at a purchase price of $1.00 the Current Warrant Price (as defined herein) per share (the "Exercise Price"), subject to adjustment as set forth provided herein, ) all on the terms and conditions and pursuant to the provisions hereinafter set forth. Capitalized terms not otherwise defined herein are used as defined in the Preferred Stock Purchase Agreement.

Notice Generally. 18 19 Section 15.4. Successors and Assigns................................18 ...................................................................20 Section 15.5. Amendment.............................................19 ................................................................................20 Section 15.6. Severability..........................................19 .............................................................................20 Section 15.7. Headings..............................................19 .................................................................................21 Section 15.8. Governing Law.........................................19 ............................................................................21 Section 15.9. Mutual Waiver of Jury Trial...........................19 ..............................................................21 THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY SUCH APPLICABLE STATE LAWS, OR IN VIOLATION OF THE PROVISIONS OF THIS WARRANT. To Purchase 1,250,000 18,675 Shares of Common Stock of AAMES FINANCIAL CORPORATION THIS IS TO CERTIFY THAT Capital Z Management, Inc.Xxxx X. Xxxx, or its his/her registered assigns, is entitled, at any time prior to December 31, 2004 (the "Expiration Date"), to purchase from Aames Financial Corporation, a Delaware corporation (the "Company"), 1,250,000 18,675 shares of common stock, par value $0.001 per share, of the Company (the "Common Stock"), subject to adjustment as provided herein, in whole or in part, including fractional parts, at a purchase price of $1.00 per share (the "Exercise Price"), subject to adjustment as set forth herein, all on the terms and conditions and pursuant to the provisions hereinafter set forth. Capitalized terms not otherwise defined herein are used as defined in the Preferred Stock Purchase Agreement. Notwithstanding anything to the contrary set forth in this Warrant, this Warrant shall not be exercisable by the holder hereof for a number of shares of Common Stock in excess of the number of shares as are authorized but not issued on reserved for issuance at the time of exercise.

Notice Generally. 18 15 Section 15.4. Successors and Assigns................................18 ...................................................................16 Section 15.5. Amendment.............................................19 ................................................................................16 Section 15.6. Severability..........................................19 .............................................................................16 Section 15.7. Headings..............................................19 .................................................................................16 Section 15.8. Governing Law.........................................19 ............................................................................16 Section 15.9. Mutual Waiver of Jury Trial...........................19 ..............................................................16 THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY SUCH APPLICABLE STATE LAWS, OR IN VIOLATION OF THE PROVISIONS OF THIS WARRANT. WARRANT To Purchase 1,250,000 5,000,000 Shares of Common Series C Convertible Preferred Stock of AAMES FINANCIAL CORPORATION THIS IS TO CERTIFY THAT Capital Z ManagementSpecialty Finance Partners, Inc., a Bermuda general partnership ("SFP") or its registered assigns, is entitled, at any time prior to December 31May __, 2004 2005 (the "Expiration Date"), to purchase from Aames Financial Corporation, a Delaware corporation (the "Company"), 1,250,000 5,000,000 shares of common stockSeries C Convertible Preferred Stock, par value $0.001 per share, of the Company (the "Common Series C Preferred Stock"), subject to adjustment as provided herein, in whole or in part, including fractional parts, at a purchase price of $1.00 [_____] per share (the "Exercise Price"), subject to adjustment as set forth herein, all on the terms and conditions and pursuant to the provisions hereinafter set forth. Capitalized terms not otherwise defined herein are used as defined in the Preferred Stock Purchase Agreement.