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                                                                  EXHIBIT 10.19


                        CONSUMER PORTFOLIO SERVICES, INC.

                            a California corporation

                        1991 STOCK OPTION PLAN as amended

                            Adopted December 16, 1991

                    Shareholder Approval - December 20, 1991

I. PURPOSE

The purpose of this 1991 Stock Option Plan (the "Plan") is to strengthen
Consumer Portfolio Services, Inc. ( the "Corporation") and those corporations
which are or hereafter become subsidiary corporations of the Corporation by
providing an additional means of attracting and retaining competent managerial
personnel and by providing to participating directors, full-time salaried
officers and employees added incentive for high levels of performance and for
unusual efforts to increase the earnings of the Corporation and any subsidiary
corporations. The Plan seeks to accomplish these purposes and achieve these
results by providing a means whereby such directors, officers and employees may
purchase shares of the Common Stock of the Corporation pursuant to the Options
granted in accordance with the Plan. The Plan is intended to comply with the
requirements of Rule 16b-3 under the Securities Exchange Act of 1934, as amended
by the Securities and Exchange Commission in February 1991.

Options granted pursuant to this Plan are intended to be "incentive stock
options" within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code") or "non-qualified' stock options, and shall be
determined and designated as such upon the grant of each Option hereunder.

2. ADMINISTRATION

The Plan is administered by a committee of the Corporation's Board of Directors
(the "Stock Option Committee") consisting of two or more non-employee directors
who are appointed by and serve at the discretion of the full Board of Directors,
provided that no such member shall at any time during the previous one-year
period have been granted options under the Plan, except pursuant to the
prescribed formula or participated in any other plan of the Corporation or any
affiliated issuer other than a so-called formula, plan within the meaning of
Rule 16b-3 under the Securities Exchange Act of 1934. Each member of the Stock
Option Committee shall be automatically granted an option each year to purchase
no more than 100,000 shares of Common Stock at an exercise price equal to the
fair market value of such stock on the date of grant of such option. The number
of options granted to each member shall be based on a formula that will be
approved by the Board of Directors in the future and will be structured to
comply with Rule 16b-3. Any action of the Stock Option Committee with respect to
the administration of the Plan shall be taken pursuant to a majority vote, or
pursuant to the unanimous written consent of its members.

Subject to the express provisions of the Plan, the Stock Option Committee shall
have the authority to grant options, establish the terms and conditions of any
Options granted under the Plan, construe and interpret the Plan, to define the
terms used therein, to prescribe, amend, and rescind rules


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and regulations relating to the administration of the Plan, to determine the
duration and purposes of leaves of absence which may be granted to participants
without constituting a termination of employment for the purposes of the Plan,
and to make all other determinations necessary or advisable for administration
of the Plan. Determinations of the Stock Option Committee on matters referred to
in this Section 2 shall be final and conclusive.

3. PAR

(a) Eligibility Directors, full-time salaried officers and employees of the
Corporation or a subsidiary corporation, (as that term is defined in Section
425(t) of the Code), if any, shall be eligible for selection to participate in
the Plan; provided, however, that no director who is not also a salaried officer
or key employee, with a customary work week in either case of at least forty
(40) hours in the employ of the Corporation or a subsidiary corporation
("non-officer director"), may be granted an Option hereunder unless such Option
is approved by a majority of the Board of Directors, and provided further, that
non-officer directors of the Corporation or a subsidiary corporation shall be
eligible to receive only non-qualified options under the Plan. Subject to the
express provisions of the Plan, the Stock Option Committee shall select from the
class of eligible participants and make recommendations to the Board of
Directors concerning the individuals to whom Options shall be granted, the terms
and provisions of the respective Option agreements (which need not be
identical), the times at which suck Options shall be granted, and the number of
shares subject to each Option. An individual who has been granted an Option
hereunder (the "Optionee") may, if otherwise eligible, be granted additional
Options if the Board of Directors shall so determine.

Members of the Stock Option Committee shall not be eligible to receive grants of
Options under this Plan, except that each member of the Stock Option Committee
shall be automatically granted an option each year to purchase no more than
100,000 shares of Common Stock at an exercise price equal to the fair market
value of such stock on the date of grant of such Option. The number of options
granted to each member shall be based on a formula that will be approved by the
Board of Directors in the future and will be structured to comply with Rule
l6b-3.

The Board of Directors shall determine the individuals who shall receive Options
and the terms and provisions of the Options, and shall grant such Options to
such individuals. Notwithstanding the above, however, the Board of Directors may
delegate to the Stock Option Committee the power to determine the individuals
who shall receive Options, the terms and provisions of such Options, and to
grant Options to such individuals.

(b) Shareholder-Employees Notwithstanding anything to the contrary contained
herein and subject to Section 4 herein, an Option granted to any eligible
director, officer or employee of the Corporation or a subsidiary corporation who
owns, directly or indirectly, at the time of the grant of the Option, more than
ten percent (10%) of the total combined voting power of all classes of capital
stock of the Corporation or a subsidiary corporation shall not qualify as an
Incentive Stock Option unless (I) the purchase price for the stock subject to
the Option is at least 110% of the fair market value of the stock determined at
the time such Option is granted and (ii) the Option by its terms is not
exercisable after five (5) years from the time the Option is granted. The
attribution rules of Section 425(d) of the Internal Revenue Code of 1986, as
amended, shall apply in the determination of ownership of stock for these
purposes.

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(c) Maximum Value of Incentive Stock Options The aggregate fair market value
(determined at the time the Option is granted) of the stock with respect to
which Incentive Stock Options are exercisable for the first time by each
Optionee under the terms of the Plan during any calendar year is limited to
$100,000, but the value of stock for which options may be granted to an employee
in a given year may exceed $100,000.

(d) Substituted Options Any options granted by any other corporation for which
Options under the Plan are substituted ("Substituted Options") pursuant to a
merger, consolidation, acquisition of property or stock, corporate separation or
reorganization or liquidation, shall qualify as Incentive Stock Options under
the Plan, provided that the original options exchanged for the Substituted
Options were Incentive Stock Options.

(e) Non-Qualified Options All Options and Substituted Options granted (which are
not in accordance with the provisions of Section 3(b) hereof; (2) which are in
excess oldie fair market value limitations set forth in Section 3(c) or 3(d)
hereof or (3) which are designated at the time of grant as "non-qualified" shall
be deemed "non-qualified" and shall not qualify as incentive stock options under
Section 422 of the Code. Non-qualified options granted or substituted hereunder
shall be so designated in the Stock Option Agreement entered into between the
Corporation and the Optionee.

4. STOCK SUBJECT TO THE PLAN

As of December 16, 1991, and subject to adjustment as provided in Section 14
hereof, the stock to be offered under the Plan shall be shares of the
Corporation's authorized but unissued Common Stock, (herein called "Shares"),
and the aggregate amount of Shares to be delivered upon exercise of all Options
granted under the Nan shall not exceed 1,100,000 shares. If any Option shall be
cancelled, surrendered, or expire for any reason without having been exercised
in full, the unpurchased shares subject thereto shall again be available for
purposes of the Plan.

5. OPTION PRICE

(a) Except as provided in Section 3(b) above and in Section 5(b) below, the
purchase price of stock subject to each Option shall be determined by the Board
of Directors (or the Stock Option Committee, if authorized), but shall no be
less than one hundred percent (100%) of the fair market value of such stock at
the time such Option is granted.

(b) Where the outstanding shares of stock of another corporation are changed
into or exchanged for the shares of stock of the Corporation without
consideration to that other corporation, subject to the approval of the Board of
Directors, Options may be granted in exchange for options of the other
corporation, and the purchase price of stock subject to each Option so granted
may be fixed at a price less than one hundred percent (100%) of the fair market
value of such stock at the time such Option is granted if the purchase price has
been computed to be not less that the purchase price set forth in the option of
the other corporation, with appropriate adjustment to reflect the exchange ratio
of the shares of stock of the other corporation into shares of stock of the
Corporation.

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(c) The purchase price of shares purchased under the Plan ("Purchase Price")
shalt be paid in full at the time of each such purchase in cash, or bank
cashier's or certified check. In the event the Corporation determines that it is
required to withhold State or Federal income tax as a result of the exercise of
an Option, as a condition to the exercise thereof an Optionee may be required to
make arrangements satisfactory to the Corporation to enable it to satisfy such
withholding requirements.

(d) For purposes of this Paragraph 5, the fair market value of the Corporation's
stock shall be determined in accordance with any reasonable valuation method,
including the valuation methods described in Treasury Regulations Section
20.2031-2.

6. CONTINUATION OF EMPLOYMENT

Nothing contained in the Plan or in any Option agreement shall obligate the
Corporation or any subsidiary corporation to continue to employ any Optionee or
maintain any director's status as suck for any period, or interfere in any way
with the right of the Corporation or a subsidiary corporation to reduce the
Optionee's compensation.

7. OPTION PERIOD AND EXERCISE OF OPTIONS

(a) Each Option and all rights or obligations thereunder shall vest and be
exercisable immediately upon grant or shall vest and be exercisable over a
period of time and in such installments, which need not be equal, and shall
expire, all as the Board of Directors (or the Stock Option Committee if
authorized) may determine, but not later that ten (10) years from the date of
grant, subject to earlier termination as provided elsewhere in the Plan;
provided, however, that any Option granted to an individual who at the time of
the grant of such Option owns ten percent (10%) or more of the outstanding
Shares of the Corporation, and all rights and obligations under said Option,
shall expire no later that five (5) years from the date of grant, subject to
earlier termination as provided elsewhere in the Plan. If an Optionee shall not
in any given installment period purchase all of the shares which the Optionee is
entitled to purchase in such installment period, the Optionee's right to
purchase any Shares not purchased in such installment period shall continue
until expiration of such Option. No Option or installment thereof shall be
exercisable except with respect to whole shares and fractional share interests
shalt be disregarded except that they may be accumulated for purposes of
applying the preceding sentence.

(b) Options granted hereunder shall be exercised by written notice delivered to
the Corporation stating the number of shares with respect to which the Option is
being exercised, together with the purchase price of such shares as provided in
Paragraph 5 (c) hereof if the Option is being exercised by any person other than
the Optionee, said notice shall be accompanied by proof satisfactory to counsel
for the Corporation, of the right of such person to exercise the Option.

(c) Not less than ten shares may be purchased at one time unless the number
purchased is the total number which may be purchased under the Option.

(d) No shares shall be issuable upon exorcise of any Option unless and until (i)
in the opinion of the counsel for the Corporation, all applicable requirements
of law and of regulatory bodies having jurisdiction over such issuance shall
have been fully complied with and (ii) if required by federal or state law or
regulation, the Optionee shall have paid to the Corporation the amount, if any,
required to be withheld on the amount deemed to be compensation to Optionee as a
result of exercise of his or her Option, or make other arrangements satisfactory
to the Corporation, in its sole discretion, to satisfy all applicable income tax
withholding requirements.

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(e) Notwithstanding any provision in any stock option agreement pertaining to
the time of exercise of a Stock Option, or part thereof, and subject to the
terms of Section 15 hereof; upon delivery of notice to the Optionee from the
Stock Option Committee or the Board of Directors of the pendency of a
Terminating Event, as defined in Section 15 hereof; which notice shall be given
at least thirty (30) days prior to the Terminating Event, the entire Stock
Option shall be exercisable in full and not only as to those shares with respect
to which installments, if any, have then accrued, subject, however, to actual
consummation of the Terminating Event and subject to earlier expiration or
termination as provided elsewhere in the Plan. If the Terminating Event is not
consummated, after notice thereof is given to the Optionee, then the Stock
Option shall remain exercisable in accordance with its terms.

8. EXTENSION OF TERM OF STOCK OPTION AGREEMENTS

With the consent of the Optionee, the Corporation may amend an outstanding stock
option agreement to extend its term or modify its vesting or exercise periods,
so long as the amended Option could have been granted originally on the same
terms as the amended Option.

9. NONTRANSFERABILITY OF OPTIONS

Each Option shall, by its terms, be nontransferable by the Optionee other than
by will or the laws of descent and distribution and shall be exercisable during
the Optionee's lifetime only by the Optionee.

10. CESSATION OF EMPLOYMENT

Except as provided in Section II hereof, if, for any reason ether than death, an
Optionee ceases to be employed by the Corporation or a subsidiary corporation,
or ceases to be a director of the Corporation or a subsidiary, the Options
granted to such Optionee shall expire not later than ninety (90) days thereafter
or on the day specified pursuant to the provisions of Section 7 (a) hereof,
whichever is earlier. During the 90-day period after cessation of employment or
service as a director, such Options shall be exercisable only as to those
installments, if any, which were accrued as of the date on which such Optionee
ceased to be employed by the Corporation or the subsidiary corporation or ceased
to serve as a director of the Corporation or the subsidiary corporation.

11. TERMINATION OF CAUSE

If the Stock Option Agreement so provides and if an Optionees employment by the
Corporation or a subsidiary corporation is terminated for cause, the Options
granted to such Optionee shalt expire immediately upon notice of such option
termination given by the Board to the Optionee. Termination for cause shall
include termination for malfeasance or gross negligence in the performance of
duties or conviction of illegal activity in connection therewith or any conduct
detrimental to the interests of the Corporation or a subsidiary corporation and,
in any event, the determination of the Board of Directors with respect thereto
shall be final and conclusive.

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12. DEATH OF OPTIONEE

If an Optionee dies while employed by the Corporation or a subsidiary
corporation, or while serving as a director of the corporation, or during the
90-day period referred to in Section 10 hereof, the Options granted to such
Optionee shall expire one year after the date of such death or on the day
specified pursuant to the provisions of Section 7 (a) hereof, whichever is
earlier. After such death but before such expiration, the person or persons to
whom such Optionee rights under the Options shall have passed by will or by the
applicable laws of descent and distribution, or the executor or administrator of
the Optionees estate, shall have the right to exercise such Options to the
extent that installments, if any, were accrued as of the date on which the
Optionee died.

13. DISABILITY OF OPTIONEE

If an Optionee is disabled while employed by the Corporation or a subsidiary
corporation, or while serving as a director of the Corporation or a subsidiary
corporation, or during the 90-day period referred to in Section 10 hereof, the
Options granted to such Optionee shall expire one year after the date of such
disability or on the day specified pursuant to the provisions of Section 7 (a)
hereof, whichever is earlier. After such disability but before such expiration,
such Optionee or a guardian or conservator of the 0ptionee's estate, as duly
appointed by a court of competent jurisdiction, shall have the right to exercise
such Options to the extent that installments, if any, have accrued as of the
date on which the

Optionee became disabled or ceased to be employed by the Corporation or a
subsidiary corporation or ceases to be a director as a result of his or her
disability. For the purpose of this Section 13, an Optionee shall be deemed to
have become "disabled" if it shall appear to the Board of Directors (or the
Stock Option Committee, if authorized), upon written certification delivered to
the Corporation by a qualified licensed physician, that the Optionee has become
permanently and totally unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment which can be
expected to result in death, or which has lasted or can be expected to last for
a continuous period of not less than twelve months.

14. ADJUSTMENT UPON CHANGES IN CAPITALIZATION

If the outstanding shares of stock of the Corporation are increased, decreased,
or changed into, or exchanged for a different number or kind of shares or
securities of the Corporation through reorganization, merger, recapitalization,
reclassification, stock split, stock dividend, stock consolidation, or
otherwise, without consideration to the Corporation, an appropriate and
proportionate adjustment shall be made in the number and kind of shares as to
which Options may be granted. A corresponding adjustment changing the number or
kind of shares and the exercise prices per share allocated to unexercised
Options, or portions thereof, which shall have been granted prior to any such
change shall likewise be made. Any such adjustment, however, in an outstanding
Option shall be made without change in the total price applicable to the
unexercised portion of the Option, but with a corresponding adjustment in the
price for each share subject to the Option. Any adjustment under this Section
shall be made by the Board of Directors, whose determination as to what
adjustments shall be made, and the extent thereof, shall be final anti
conclusive. No fractional shares of stock shall be issued or made available
under the Plan on account of any such adjustment and fractional share interests
shall be disregarded, except that they may be accumulated for purposes of
applying Section 7 (a) hereof.

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15. TERMINATING EVENTS

Not less than thirty (30) days prior to consummation of a plan of dissolution or
liquidation of the Corporation, or consummation of a plan of reorganization,
merger or consolidation of the Corporation with one or more corporations, as a
result of which the Corporation is not the surviving corporation, or upon the
sale of all or substantially all the assets of the Corporation to another
corporation, person or entity, or in the event of any other transaction
involving the Corporation where there is a change in ownership of fifty percent
(50%) or more of the voting power of the stock of the Corporation then
outstanding ("Change in Control"), except as may result from a transfer of
shares to another corporation in exchange for at least eighty percent (80%)
control of that corporation, each such event being referred to herein as a
"Terminating Event", the Stock Option Committee or the Board of Directors shall
notify each Optionee in writing of the pendency of the Terminating Event. Upon
delivery of said notice, any Option granted prior to the Terminating Event shall
be, notwithstanding the provisions of Section 7 hereof, exercisable in full and
not only as to those shares with respect to which installments, if any, have
then accrued, subject, however, to actual consummation of the Terminating Event
and subject to earlier expiration or termination as provided elsewhere in the
Plan.

Upon the effective date of any Change in Control, any Option or portion thereof
not exercised pursuant to the Section 15 shall remain exercisable in accordance
with its terms and the Plan shall not terminate but shall remain in full force
and effect.

Upon the effective date of any Terminating Event other than a Change in Control,
any Option or portion thereof not exercised shall terminate; provided, however,
that such Option or portion thereof not exercised shall not terminate if any
Optionee elects, in the discretion of such Optionee, not to exercise all or any
portion of his or her Option prior to the effective date of the Terminating
Event and the successor employer corporation, or a parent or subsidiary
corporation thereof, solely at the option of such successor corporation or
parent or subsidiary corporation, agrees to assume such Options theretofore
granted or to substitute for such Options new options covering stock of a
successor employer corporation, of a parent or subsidiary corporation thereof,
with appropriate adjustments as to the number and kind of shares and prices.

Upon the effective date of any Terminating Event other than a Change in Control,
the Plan shall terminate, unless provision is made in connection with the
Terminating Event for assumption of Options theretofore granted, or substitute
for such Options new options covering stock of a successor employer corporation,
or a parent of subsidiary corporation thereof; solely at the option of such
successor corporation or parent or subsidiary corporation, with appropriated
adjustments as to number and kind of shares and prices.

If for any reason the Terminating Event is not consummated, Stock Options
granted pursuant to the Plan shall remain exercisable in accordance with their
respective terms.

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16. AMENDMENT AND TERMINATION OF PLAN

The Board of Directors of the Corporation may at any time and from time to time
suspend, amend, or terminate the Plan and may, with the consent of Optionee,
make such modifications of the terms and conditions of the Option as it shall
deem advisable; provided that, except as permitted under the provisions of
Section 14 hereof, no amendment of modification may be adopted without the
Corporation having first obtained the approval of the affirmative vote of at
least a majority of the Corporations outstanding Shares entitled to vote, if
such amendment or modification would:

         (a) increase the maximum number of shares which may be purchased
         pursuant to Options granted under the Plan, either in the aggregate or
         by an individual;

         (b) change the minimum purchase price of stock subject to Options;

         (c) increase the maximum term of Options provided for herein beyond the
         term permitted in the Plan;

         (d) permit Options to be granted to anyone other that a full-time
         salaried officer or a key employee of the Corporation or a subsidiary
         corporation; or

         (e) change any provision of the Plan which would affect the
         qualification as an Incentive Stock Option within the meaning of
         Section 422 of the Code of any option granted as an Incentive Stock
         Option under the Plan.

Notwithstanding the above, the Board of Directors (and the Stock Option
Committee, if authorized) may grant to an Optionee, if otherwise eligible,
additional Options or, with the consent of Optionee, grant a new Option in lieu
of an outstanding Option for a number of shares, at a purchase price, and for a
term which in any respect is greater or less than that of the earlier Option,
subject to the limitations of Sections 3, 4, 5 and 7 (a) hereof; and subject
further to the condition that an Optionees Incentive Stock Options cannot be
cancelled, exchanged or substituted for any other option.

No Option may be granted during any suspension of the Plan or after termination
of the Plan. Amendment, suspension, or termination of the Plan shall not (except
as otherwise provided in Section 1 4 hereof), without the consent of the
Optionee, alter or impair any rights or obligations under any Option theretofore
granted.

17. TIME OF GRANTING OPTIONS

The time an Option is granted shall be the day of the action of the Board of
Directors (or action of the Stock Option Committee, if authorized) described in
the second paragraph of Section 3 (a) hereof; provided, however, that if
appropriated resolutions of the Board of Directors (or the Stock Option
Committee, if authorized) indicate that an Option is granted as of a future
date, the time such Option is granted shall be such future dale. if action by
the Board of Directors (or the Stock Option Committee, if authorized) is taken
by unanimous written consent of its members, the action of the Board of
Directors (or the Stock Option Committee) member signs the consent. All Options
granted under this Plan shall he granted on or before December 15, 2001.

18. PRIVILEGES OF STOCK OWNERSHIP; SECURITIES LAW COMPLIANCE; NOTICE OF SALE

No Optionee shall be entitled to the privileges of stock ownership as to shares
of stock not actually issued and delivered. No shares shall be purchased upon
the exercise of an Option unless and until all then applicable requirements of
all regulatory agencies having jurisdiction and applicable requirements of


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securities exchanges upon which the stock of the Corporation is listed, if any,
shall have been fully complied with. The Optionee shall, not more than five days
after each such sale or other disposition, give the Corporation notice in
writing of the sale or other disposition of shares purchased pursuant to Options
granted hereunder.

19. EFFECTIVE DATE OF THE PLAN

The Plan shall be deemed adopted as of December 16, 1991, the date of its
approval by the Board of Directors, and shall be effective immediately subject
to approval by the holders of at least a majority of the Corporation's
outstanding Shares entitled to vote thereon, by unanimous written consent or
voting in person or by proxy, at a duly held stockholders' meeting.

20. TERMINATION

Unless previously terminated by the Board of Directors or a provided in Section
15 hereof, the Plan shall terminate at the close of business on December 15,
2001, and no Options shall be granted under the Plan thereafter, but such
termination shall not affect any Option theretofore granted.

21. OPTION AGREEMENT

Each Option shall be evidenced by a written Stock Option Agreement executed by
the Corporation and the Optionee and shall contain each of the provisions and
agreements herein specifically required to be contained therein, and such other
terms and conditions as are deemed desirable and are not inconsistent with the
Plan.

22. EXCULPATION AND INDEMNIFICATION

To the extent permitted by applicable law in effect from time to time, no member
of the Board of Directors or Stock Option Committee shall be liable for any
action or omission of any other member of the Board of Directors or Stock Option
Committee nor for any act or omission on the member's own part except the
member's own willful misconduct or gross negligence. The Corporation and its
subsidiary corporations shall pay expenses incurred by, and shall satisfy a
judgment of fine rendered or levied against, a present or former director or
member of the Stock Option Committee in any action brought by a third party
against such person (whether or not the Corporation is joined as a party
defendant) to impose a liability or penalty on such person while a director or
member of the Stock Option Committee arising with respect to the Plan or
administration thereof or out of membership on the Stock Option Committee or by
the Corporation, or all or any combination of the preceding; provided, that the
Board of Directors determines in good faith that such director or member was
acting in good faith, within what such director or member reasonably believed to
be the scope of his or her authority and for a purpose which he or she
reasonably believed to be in the best interest of the Corporation or its
subsidiaries, if any. Payments authorized hereunder include amounts paid and
expenses incurred in settling any such action or threatened action. This Section
shall not apply to any action instituted or maintained in the right of the
Corporation by a shareholder or holder of a voting trust certificate
representing shares of the Corporation or any subsidiary corporation thereof The
provisions of this Section shall apply to the estate, executor, administrator,
heirs legatees and devisees of directors and members of the Stock Option
Committee, and the term "person" as used in this Section shall include the
estate, executor, administrator, heirs, legatees and devisees of such person.

END OF PLAN


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