AAMES FINANCIAL CORP/DE
EXHIBIT 10.11(A)
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<TYPE>EX-10.11(A)
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<FILENAME>a2026323zex-10_11a.txt
<DESCRIPTION>EXHIBIT 10.11(A)
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                                                               EXHIBIT 10.11(a)

                       MANAGEMENT INVESTMENT AGREEMENT

                  MANAGEMENT INVESTMENT AGREEMENT (this "AGREEMENT") dated as of
October 1, 1999, between Aames Financial Corporation, a Delaware corporation
(the "COMPANY"), and William Cook, an individual residing at [XXXADDRESS DELETED
FOR PRIVACYXXX] (the "MANAGEMENT INVESTOR").

                  WHEREAS, the Management Investor is a senior management
employee of the Company; and

                  WHEREAS, the Management Investor desires to purchase from the
Company, and the Company desires to sell to the Management Investor, shares of
the Company's Series C Convertible Preferred Stock, par value $0.001 per share
("SERIES C PREFERRED STOCK)," under the terms and conditions set forth in this
Agreement.

                  NOW THEREFORE, in consideration of the premises and the mutual
covenants contained in this Agreement, and other good and valuable
consideration, the sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:

                  SECTION 1.  SALE AND DELIVERY.

                  (a)      Upon the terms and subject to the conditions set
forth herein, and in reliance upon the representations and warranties of the
Management Investor hereinafter set forth, the Company shall issue, sell and
deliver to the Management Investor, and the Management Investor shall purchase
from the Company, 300,000 shares of Series C Preferred Stock (such shares of
Series C Preferred Stock are referred to collectively herein as the "SHARES") at
the price per share equal to $1.00.

                  (b)      The purchase price for the Shares being purchased by
the Management Investor shall be paid by delivery by the Management Investor to
the Company of (i) $150,000 (the "Closing Payment") and (ii) a 6.5% recourse
promissory note having an original principal amount equal to the total purchase
price of the Shares minus the Closing Payment (the "NOTE"), which Note is
attached hereto as EXHIBIT A.

                  (c)      The purchase and sale of Shares shall occur at the
time and place specified by the Company for such closing, which shall be not
more than 60 days after the date hereof (the "CLOSING DATE"), and at the closing
of such purchase and sale of Shares:

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                  (i)      the Company shall deliver to the Management Investor
         certificates representing the Shares (the "Certificates"), duly
         endorsed for transfer, transferring to the Management Investor good and
         marketable title to such Shares, free and clear of all liens and
         encumbrances; and

                  (ii)     the Management Investor shall deliver to the
         Company:
                           (A) the Closing Payment;

                           (B) the Note; and

                           (C) a pledge agreement (the "PLEDGE AGREEMENT")
                  attached hereto as EXHIBIT B, pursuant to which Pledge
                  Agreement, among other things, the Management Investor's
                  obligations under the Note shall be secured by the
                  following: (i) a pledge of (a) the Shares, (b) the shares
                  of Common Stock that may be acquired upon conversion of the
                  Shares (the "UNDERLYING COMMON SHARES"), and (c) certain
                  other collateral described therein; and (ii) delivery of
                  the Certificates.

                  SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE MANAGEMENT
INVESTOR. The Management Investor hereby represents and warrants to the
Company as follows:

                  (a)      The Shares (and the Underlying Common Shares) to be
purchased by such Management Investor will be acquired for investment for the
Management Investor's own account and not with a view to the resale or
distribution of any part thereof, except in compliance with the provisions of
the Securities Act of 1933, as amended (the "SECURITIES ACT"), or an exemption
therefrom, and in compliance with the terms of this Agreement. The Management
Investor is a senior management employee of the Company and is fully familiar
with the business of the Company and with the risks associated with the purchase
of the Shares pursuant to this Agreement. The Management Investor is an
accredited investor as defined under Rule 501(a) under the Securities Act.

                  (b)      The Management Investor understands that the Shares
and the Underlying Common Shares are characterized as "restricted securities"
under the federal securities laws inasmuch as they are being acquired from the
Company in a transaction not involving a public offering and that under such
laws and applicable regulations such Shares (and the Underlying Common Shares)
may be resold without registration under the Securities Act only in certain
limited circumstances.

                  (c)      The Management Investor further agrees that each
certificate representing the Shares (and the Underlying Common

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Shares) shall be stamped or otherwise imprinted with a legend substantially
in the following form:

                  "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE
                  TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS SUCH SECURITIES
                  HAVE BEEN REGISTERED UNDER ACT OR AN EXEMPTION FROM
                  REGISTRATION IS AVAILABLE.

                  THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
                  RESTRICTIONS ON TRANSFER AND TO THE OTHER TERMS SET FORTH IN
                  THAT CERTAIN MANAGEMENT INVESTMENT AGREEMENT, DATED AS OF
                  OCTOBER 1, 1999, AND BY A CERTAIN RELATED PLEDGE AGREEMENT,
                  BETWEEN THE COMPANY AND William Cook, A COPY OF WHICH
                  AGREEMENTS HAVE BEEN FILED WITH THE SECRETARY OF THE COMPANY
                  AND ARE AVAILABLE UPON REQUEST."

                  SECTION 3. RESTRICTIONS ON TRANSFER OF SHARES. For a period
commencing on the Closing Date and ending on the fifth anniversary of the
Closing Date, the Management Investor may not sell, transfer, assign, pledge,
hypothecate or otherwise dispose of (each, a "TRANSFER") any of the Shares
(or the Underlying Common Shares), without the prior express written consent
of the Company, PROVIDED, HOWEVER, that the foregoing restriction on transfer
shall not apply (i) if Capital Z Financial Services Fund II. L.P. ("CAPITAL
Z") Beneficially Owns (as defined in the Purchase Agreement referred to
below) less than (A) fifty percent (50%) of the number of shares of Senior
Preferred Stock (as defined in the Purchase Agreement referred to below)
purchased by Capital Z on the Initial Closing Date (as defined in the
Purchase Agreement referred to below) (the "ORIGINAL PREFERRED SHARES") or
(B) if any Original Preferred Shares shall thereafter have been converted
into Common Stock, fifty percent (50%) of the sum of (x) the aggregate number
of shares Common Stock owned by Capital Z as a result of such conversion(s)
plus (y) the aggregate number of shares Common Stock into which any remaining
Original Preferred Shares owned by Capital Z may be converted (determined
without regard to any limitations on conversion of such shares prior to the
Recapitalization (as defined in the Purchase Agreement referred to below)),
in each case subject to adjustment for splits, combinations,
reclassifications and similar events; (ii) if the Management Investor dies,
retires, is terminated by the Company, or terminates his employment with the
Company, subject to the provisions of Section 4 hereof; or (iii) a Change of
Control (as defined in the New Option Plan (as such term is defined in the
Purchase Agreement referred to below)) has occurred, but only if


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a Capital Z Realization Event (as defined in the New Option Plan) has also
occurred on or prior to such Change of Control, and PROVIDED, FURTHER, that
notwithstanding the foregoing restriction on transfer, the Management
Investor may transfer, during the twelve-month period ending on the first
anniversary of the Closing Date and during each succeeding twelve-month
period, up to 25% of the total number of Underlying Common Shares (whether
structured as a transfer of Shares, Underlying Shares or a combination
thereof) acquired hereunder (subject to adjustment for splits, combinations,
reclassifications and similar events), it being further agreed that the
Management Investor may request the Company's Board of Directors to allow the
Management Investor to transfer Shares (or Underlying Common Shares) in
excess of the 25% limitation described in this proviso if extraordinary
liquidity needs have arisen with respect to the Management Investor, and, in
such event, the Company (through its Board of Directors) will consider such
request in good faith and will not unreasonably withhold its consent to a
waiver of such limitation. The "Purchase Agreement" referred to herein shall
mean the Preferred Stock Purchase Agreement by and between the Company and
Capital Z, dated as of December 23, 1998, as the same may be amended or
modified.

                  SECTION 4.  COMPANY'S OPTION TO PURCHASE SHARES.

                  (a)      In the event of the death or retirement from, or
termination of employment for any reason with, the Company of the Management
Investor (a "TERMINATION DATE"), the Company shall have the option, but not the
obligation, to purchase all, or any portion, of the Shares (and any Underlying
Common Shares that may have been acquired upon conversion of the Shares) then
owned by the Management Investor at the Fair Market Value (as hereinafter
defined) per Share and/or Underlying Common Share on the Business Day
immediately prior to the date on which the Company exercises its option to
purchase in accordance with the this Section 4. The Company may exercise the
foregoing option at any time within 30 days after the Termination Date, by
written notice to the Management Investor, or his legal representative in the
case of death, stating a date and time for consummation of the purchase no less
than 10 nor more than 30 days after giving of such notice. "Fair Market Value"
per Share or per Underlying Common Share, as of any particular date, shall mean
(a) in the case of a Share, the product obtained by multiplying (I) the Formula
Number (as defined in the Certificate of Designations for the Series C Preferred
Stock) in effect as of such date by (II) the Current Market Price (as


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defined in the Certificate of Designations for the Series C Preferred Stock)
for the period of 15 consecutive Trading Days (as defined in the Certificate
of Designations for the Series C Preferred Stock) prior to such date, or (b)
in the case of an Underlying Share, the Current Market Price for the period
of 15 consecutive Trading Days prior to such date.

                  (b)      At the closing of the purchase of Shares (and any
Underlying Common Shares) by the Company pursuant to Section 4(a), the
Management Investor will deliver the Shares (and any Underlying Common Shares)
to the Company against payment by the Company to the Management Investor of the
purchase price for such Shares (and any Underlying Common Shares). Such purchase
price shall be paid in cash, PROVIDED that if any principal or accrued but
unpaid interest is then outstanding under the Note, the cash portion of the
purchase price shall be reduced by the amount of such outstanding principal and
accrued interest on the Note (with such reduction being applied first to any
accrued interest and then to principal), and, if no principal or accrued
interest is then remaining on the Note, the Note shall be canceled.

                  SECTION 5. FURTHER ASSURANCES. The Management Investor shall,
upon request of the Company, execute and deliver any additional documents and
take such further actions as may reasonably be deemed by the Company to be
necessary or desirable to carry out the provisions hereof.

                  SECTION 6. NOTICES. All notices, requests, claims, demands and
other communications under this Agreement shall be sufficiently given if sent by
registered or certified mail, postage prepaid, or overnight air courier service,
or telecopy or facsimile transmission (with hard copy to follow) to the parties
at the following addresses (or at such other address for a party as shall be
specified by like notice): (i) if to the Company, to Aames Financial
Corporation, 2 California Plaza, 350 South Grand Avenue, Los Angeles, California
90071, Attention: General Counsel, telecopy number (323) 210-5026; and (ii) if
to the Management Investor, to the address set forth for the Management Investor
in the preamble to this Agreement or by telecopy to_________________.

                  SECTION 7. HEADINGS. The headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

                  SECTION 8. COUNTERPARTS; EFFECTIVENESS. This Agreement may be
executed in two or more counterparts, all of


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which shall be considered one and the same agreement and shall become
effective when one or more counterparts have been signed by each of the
Company and the Management Investor and delivered to the Company and the
Management Investor.

                  SECTION 9. ENTIRE AGREEMENT. This Agreement (including the
documents and instruments referred to herein) constitutes the entire agreement,
and supersedes all prior agreements and understandings, both written and oral,
among the parties with respect to the subject matter hereof.

                  SECTION 10. GOVERNING LAW. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of Delaware, without
regard to any applicable conflicts of law principles of such State.

                  SECTION 11. SUCCESSORS AND ASSIGNS. Neither this Agreement nor
any of the rights, interests or obligations under this Agreement shall be
assigned, in whole or in part, by operation of law or otherwise, by any of the
parties without the prior written consent of the other parties. Any assignment
in violation of the foregoing shall be void.

                  SECTION 12. ENFORCEMENT. Each party agrees that irreparable
damage would occur and that the other party hereto would not have any adequate
remedy at law in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that each party shall be entitled to an injunction or
injunctions to prevent breaches by the other party hereto of this Agreement and
to enforce specifically the terms and provisions of this Agreement in any court
of the United States located in the State of Delaware or in Delaware State
court, this being in addition to any other remedy to which they are entitled at
law or in equity. In addition, each of the parties hereto (i) consents to submit
such party to the personal jurisdiction of any Federal court located in the
State of Delaware or any Delaware State court in the event any dispute arises
out of this Agreement or any of the transactions contemplated hereby, (ii)
agrees that such party will not attempt to deny or defeat such personal
jurisdiction by motion or other request for leave from any such court and (iii)
agrees that such party will not bring any action relating to this Agreement or
any of the transactions contemplated hereby in any court other than a Federal
court sitting in the State of Delaware of in Delaware State court.


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                  SECTION 13. SEVERABILITY. If any term or provision hereof, or
the application thereof to any circumstance, shall, to any extent, be held by a
court of competent jurisdiction to be invalid or unenforceable with respect to
such jurisdiction, and only to such extent, and the remainder of the terms and
provisions hereof, and the application thereof to any other circumstance, shall
remain in full force and effect, shall not in any way be affected, impaired or
invalidated, and shall be enforced to the fullest extent permitted by law, and
the parties hereto shall reasonably negotiate in good faith a substitute term or
provision that comes as close as possible to the invalidated or unenforceable
term or provision, and that puts each party in a position as nearly comparable
as possible to the position each such party would have been in but for the
finding of invalidity or unenforceability, while remaining valid and
enforceable.

                  SECTION 14. AMENDMENT; MODIFICATION; WAIVER. No amendment,
modification or waiver in respect of this Agreement shall be effective against
any party unless it shall be in writing and signed by such party.

                  SECTION 15. EXPENSES. The Company and the Management Investor
shall each bear their own legal fees and other costs and expenses with respect
to the negotiation, execution and delivery of this Agreement and consummation of
the transactions contemplated hereby.


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                  IN WITNESS WHEREOF, the Company and the Management Investor
have caused this Agreement to be duly executed and delivered as of the date
first written above.




                                       AAMES FINANCIAL CORPORATION



                                       By:    /s/ DAVID A. SKLAR
                                              ------------------------
                                       Name:  David A. Sklar
                                       Title: Executive Vice President


                                       MANAGEMENT INVESTOR:


                                              /s/ WILLIAM COOK
                                       -------------------------------
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