REGISTRATION RIGHTS AGREEMENT
AGREEMENT made as of July 21, 1998, between CONSUMER PORTFOLIO SERVICES, INC., a
California corporation (the "Company"), and STANWICH FINANCIAL SERVICES CORP., a Rhode Island
This Agreement is made pursuant to the Subscription Agreement for Common Stock ("Subscription
Agreement"), dated July 21, 1998, between the Company and the Purchaser, under which the Company has
agreed to issue and sell, and the Purchaser has agreed to buy, Four Hundred Forty-Three Thousand Four
Hundred Fifty-Nine shares of the common stock, no par value, of the Company.
To induce the Purchaser to provide funds to the Company pursuant to the terms of the Subscription Agreement,
the Company has agreed to provide the registration rights set forth in this Agreement. This Agreement shall
become effective upon the issuance of any shares of common stock of the Company to the Purchaser (or any
other assignee of the Purchaser's rights under the Subscription Agreement) pursuant to the terms of the
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree
1. Certain Definitions. As used in this Agreement, the following terms shall have the following respective
(a) "Agreement" shall mean this Registration Rights Agreement.
(b) "Exchange Act" shall mean the Securities Exchange Act of 1934, as the same has been or may hereafter be
(c) "Holder" means any person owning or having the right to acquire the Shares or the Prior Shares, respectively.
(d) "Indemnified Party" shall mean a party entitled to indemnification under Section 7 of this Agreement.
(e) "Indemnifying Party" shall mean the party required to provide indemnification under Section 7 of this
(f) "Other Shareholders" shall mean, collectively, officers or director