This Subordination Agreement (this "Agreement") is made as of this 17th day of November, 1998, by and
between Stanwich Financial Services Corp., a Rhode Island corporation ("Stanwich"), John G. Poole, an
individual ("Poole"), Levine Leichtman Capital Partners II, L.P., a California limited partnership ("LLCP"), and
Consumer Portfolio Services, Inc., a California corporation ("CPS").
A. Pursuant to the terms of that certain Debt Restructure Agreement of even date herewith by and among CPS,
Stanwich and Poole (the "Debt Restructure Agreement"), CPS is issuing (i) a Convertible Subordinated 12.5%
Note in the principal amount of $4,000,000 to Stanwich (the "$4 Million Stanwich Note") and (ii) a Convertible
Subordinated 12.5% Note in the principal amount of $1,000,000 to Poole (the "Poole Note").
B. Stanwich is the holder of (i) two Partially Convertible Subordinated 9% Notes dated June 12, 1997, each in
the principal amount of $5,000,000 (the "$5 Million Stanwich Notes"), and (ii) five Partially Convertible
Subordinated 9% Notes dated June 12, 1997, each in the principal amount of $1,000,000 (the "$1 Million
Stanwich Notes" and, together with the $4 Million Stanwich Note and the $5 Million Stanwich Notes, the
C. Stanwich has pledged both of the $5 Million Stanwich Notes and one of the $1 Million Stanwich Notes
(collectively, the "Pledged Notes") to certain financial institutions pursuant to the terms of various agreements (as
such agreements as in effect on the date hereof, the "Note Pledge Agreements").
D. LLCP and CPS are parties to that certain Securities Purchase Agreement of even date herewith (the "LLCP
Purchase Agreement") pursuant to which CPS has agreed to issue to LLCP, and LLCP has agreed to purchase
from CPS as of the date hereof a Senior Subordinated Primary Note in the principal amount of $25,000,000.
E. The execution of this Agreement by Stanwich, Poole and CPS is a condition precedent to the obligation of