CONSOLIDATED REGISTRATION RIGHTS AGREEMENT
THIS CONSOLIDATED REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of
November 17, 1998 by and between Consumer Portfolio Services, Inc., a California corporation (the
"Company"), and the following parties (collectively, the "Stanwich Parties"): Stanwich Financial Corp, a Rhode
Island corporation ("Stanwich"), and John G. Poole ("Poole").
A. Stanwich is the holder of seven Partially Convertible Subordinated 9% Notes, each dated June 12, 1997 and
issued by the Company to Stanwich, in the following principal amounts (collectively, the "1997 Stanwich Notes"):
two such notes for $5,000,000 each, and five such notes for $1,000,000 each. Each of the 1997 Stanwich
Notes contains provisions granting to the holder thereof the right to convert 20% of the principal thereof into
shares of Common Stock at the rate of $11.86 per shares, subject to adjustment as provided therein.
B. Stanwich is the holder of 443,450 shares of Common Stock, which it subscribed for and purchased from the
Company on or about July 21, 1998 (the "1998 Issued Shares").
C. The Company and the Stanwich Parties are parties to a certain Debt Restructure Agreement of even date
herewith (the "Restructure Agreement") pursuant to which, simultaneously herewith, the Company has (i) issued
to Stanwich a certain Convertible Subordinated 12.5% Note dated the date hereof in the principal amount of
$4,000,000 (the "1998 Stanwich Note") and (ii) issued to Poole a certain Convertible Subordinated 12.5% Note
dated the date hereof in the principal amount of $1,000,000 (the "Poole Note"). The principal of each of the
1998 Stanwich and the Poole Note is convertible into shares of Common Stock at the rate of $3.00 per share,
subject to adjustment as provided therein.
D. The Company is obligated to enter into this Agreement under the terms of the Restructure Agreement.
E. In consideration of the substantial direct and indirect benefits which the Company will