AS AMENDED THROUGH OCTOBER 26,1999
                                  (And Reflecting Adjustment for the
                                  Ten-for-One Stock Split in July 1996
                                  and the Two-for-One Stock Split in
                                  November 1997)


                           OCWEN FINANCIAL CORPORATION
                      1991 NON-QUALIFIED STOCK OPTION PLAN

                                    ARTICLE I
                                   DEFINITIONS

      As used herein, the following terms have the meanings hereinafter set
forth unless the context clearly indicates to the contrary:

      (a)  "Board"  shall  mean  the  Board  of  Directors  of  the
           Company.

      (b)  "Committee" shall mean the Compensation Committee of the Board, which
           shall consist of not less than the minimum number of persons from
           time to time required by Rule 16b-3, each of whom, to the extent
           necessary to comply with Rule 16b-3 only, shall be a "Non-Employee
           Director" within the meaning of Rule 16b-3.

      (c)  "Company" shall mean Ocwen Financial Corporation, a Florida
           corporation.

      (d)  "Exchange Act" shall mean the Securities Exchange Act of 1934, as
           amended.

      (e)  "Fair Value" shall mean the book value of the Stock as determined by
           the Committee until such time as the Stock is registered under the
           Exchange Act, following which time the Committee shall determine the
           method to establish fair market value.

      (f)  "Option" shall mean an option to purchase Stock granted pursuant to
           the provisions of Article VI hereof.

      (g)  "Optionee"  shall  mean a person to whom an  Option  has
           been granted hereunder.

      (h)  "Option Price" shall mean the price at which an Optionee may purchase
           a share of stock under a Stock Option Agreement which price may be
           less than Fair Value at the time the Option is granted.

      (i)  "Plan" shall mean the Ocwen Financial Corporation 1991 Non-Qualified
           Stock Option Plan, as amended.

      (j)  "Rule 16b-3" shall mean Rule 16b-3 as promulgated and interpreted by
           the Securities and Exchange Commission under the Exchange Act, or any
           successor rule or regulation thereto as in effect from time to time.

      (k)  "Stock" shall mean the common stock, $.01 par value, of the Company
           or, in the event that the outstanding shares of Stock are hereinafter
           changed into or exchanged

<PAGE>

           for shares of a different stock or securities of the Company or some
           other corporation, such other stock or securities.

      (l)  "Stock Option Agreement" shall mean an agreement between the Company
           and the Optionee under which the Optionee may purchase Stock
           hereunder.

      (m)  "Subsidiary" shall mean any corporation, the majority of the
           outstanding voting stock of which is owned, directly or indirectly,
           by the Company.

                                   ARTICLE II
                                    THE PLAN

      2.1 NAME. This plan shall be known as the "Ocwen Financial Corporation
1991 Non-Qualified Stock Option Plan."

      2.2 PURPOSE. The purpose of the Plan is to advance the interests of the
Company, its Subsidiaries and its shareholders by affording certain officers and
other key employees of the Company and its Subsidiaries an opportunity to
acquire or increase their proprietary interests in the Company by granting such
persons Options to purchase Stock in the Company. The Options will promote the
growth and profitability of the Company and its Subsidiaries because the
Optionees will be provided with an additional incentive to achieve the Company's
objectives through participation in its success and growth and by encouraging
their continued employment with the Company.

      2.3 EFFECTIVE DATE; TERMINATION DATE. The effective date of the Plan is
December 1, 1991. The Plan shall terminate, and no further Options shall be
granted hereunder, after November 30, 2006.

                                   ARTICLE III
                                  PARTICIPANTS

      Any "key employee," as determined by the Committee, including executive
personnel, department heads and directors, of the Company or its Subsidiaries
shall be eligible to participate in the Plan, provided that they are full-time
employees of the Company or any of its Subsidiaries.

                                   ARTICLE IV
                                 ADMINISTRATION

      4.1 DUTIES AND POWERS OF COMMITTEE. The Plan shall be administered by the
Committee. In administering the Plan, the Committee's actions and determinations
shall be binding on all interested parties. Subject to the express provisions of
the Plan, the Committee shall have the sole discretion and authority to
determine from among eligible key employees those to whom an Option shall be
granted, the number of shares of Stock subject to the Option, and the terms and

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<PAGE>

conditions of the Stock Option Agreement. Subject to the express provisions of
the Plan, the Committee shall also have complete authority to interpret the
Plan, to prescribe, amend and rescind rules and regulations relating to it, to
determine the details and provisions of each Stock Option Agreement, and to make
all other determinations necessary or advisable in the administration of the
Plan, including, without limitation, the amending or altering of the Plan and
any Options granted hereunder as may be required to comply with or to conform to
any federal, state or local laws or regulations. The Committee shall have the
power to authorize the issuance of Stock in accordance with the provisions of
the Plan. No member of the Committee shall be liable to any person for any
determination made in good faith with respect to the Plan or any Option granted
hereunder.

      4.2 COMMITTEE PROCEDURES. The Committee may make such rules and
regulations for the conduct of its business as it may deem necessary or
appropriate. A majority of the members of the Committee shall constitute a
quorum, and any action taken by a majority at a meeting at which a quorum is
present or any action taken without a meeting evidenced by a writing executed by
all the members of the Committee, shall constitute the action of the Committee.
The Committee shall keep minutes of its meetings.

      The Company shall supply full and timely information to the Committee on
all matters relating to eligible persons as the Committee may require. The
Company shall furnish the Committee with such clerical and other assistance as
is necessary in the performance of its duties.

      4.3 AUTHORITY OF THE BOARD. Notwithstanding anything to the contrary
contained in the Plan, the Plan also may be administered by the Board only to
the extent permitted by Rule 16b-3. In the event of such administration by the
Board, all references to the Committee in the Plan shall be deemed to refer to
the Board and any employee-director of the Company shall be eligible to be
designated a "key employee" for purposes of the Plan.

                                    ARTICLE V
                         SHARES OF STOCK SUBJECT TO PLAN

      5.1 LIMITATIONS. Subject to any adjustment pursuant to the provisions of
Section 5.2 hereof, the maximum number of shares of Stock which may be issued
and sold hereunder shall not exceed 20,000,000 shares. Shares subject to an
Option may be either authorized and unissued shares or shares issued and later
acquired by the Company. Any shares of Stock that are subject to an Option and
which are forfeited, and any shares of Stock that for any other reason are not
issued to an Optionee, shall automatically become available again for use under
the Plan if Rule 16b-3 under the Exchange Act, as such rule may be amended, or
any successor rule, and interpretations thereof by the Securities and Exchange
Commission or its staff permit such share replenishment.

      5.2 ANTIDILUTION. In the event that the outstanding shares of Stock are
changed into or exchanged for a different number or kind of shares or other
securities of the Company or of another

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<PAGE>

corporation by reason of merger, consolidation, reorganization,
recapitalization, reclassification, combination of shares, stock splitup or
stock dividend:

           (a)  The aggregate number and kind of shares of Stock on which
                Options may be granted hereunder shall be adjusted
                appropriately;

           (b)  The rights under outstanding Options granted hereunder, both as
                to the number of subject shares and the Option Price, shall be
                adjusted appropriately; and

           (c)  Where dissolution or liquidation of the Company is involved, the
                Optionee shall have the right, immediately prior to such
                dissolution or liquidation, to exercise his Option, in whole or
                in part, to the extent that it shall not have been exercised,
                subject, however, to the limitations set forth in Article VI
                hereof.

      The foregoing adjustments and the manner of application thereof shall be
determined solely by the Committee, and any such adjustment may provide for the
elimination of fractional share interests. The adjustments required under this
Article shall apply to any successor or successors of the Company and shall be
made regardless of the number or type of successive events requiring adjustments
hereunder.

                                   ARTICLE VI
                                     OPTIONS

      6.1 OPTION GRANT AND AGREEMENT. Each Option granted hereunder shall be
evidenced by minutes of a meeting or the written consent of the Committee and by
a written Stock Option Agreement dated as of the date of grant and executed by
the Company and the Optionee. As to each grant hereunder, the terms of the
Option, including the Option's exercise price, shall be stated in the Stock
Option Agreement or incorporated therein by reference to the resolution or
written consent of the Committee setting the terms of the Option. The terms and
conditions of the Option shall be consistent with the Plan.

      6.2 OPTION PRICE. The Option Price of the Stock subject to each Option
shall be determined by the Committee.

      6.3 EXERCISE PERIOD. The period for the exercise of each Option shall be
ten years from the date of grant, unless the Option is earlier terminated as may
be provided in the Stock Option Agreement.

      6.4 OPTION EXERCISE. An Option shall be exercisable in full or in part,
subject to the terms of the Stock Option Agreement, prior to expiration or
termination of the Option.

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<PAGE>

      An Option may be exercised at any time or from time to time during the
term of the Option as to any or all full shares, but not at any time as to less
than 50 shares unless the remaining shares subject to the Option are less than
50 shares. The Option Price is to be paid in full in cash upon the exercise of
the Option, and the Company shall not be required to deliver certificates for
such shares until such payment has been made; provided, however, that in lieu of
cash all or any portion of the Option Price may be paid in such other manner as
may be acceptable to the Committee prior to delivery of the certificate(s)
representing said Stock which may, in the sole discretion of the Committee,
include the tendering to the Company shares of Stock duly endorsed for transfer
and owned by the Optionee, to be credited against the Option Price at their Fair
Value on the date of exercise. The holder of an Option shall not have any of the
rights of a stockholder with respect to the shares of Stock subject to the
Option until such shares have been issued or transferred to him upon the
exercise of his Option.

      An Option shall be exercised by written notice of intent to exercise the
Option with respect to a specified number of shares of Stock, which notice shall
include the agreement to sign and abide by the terms and conditions of all then
applicable stockholders' agreements and transfer restrictions and by payment in
full to the Company in accordance with the preceding paragraph of the Option
Price for the number of shares of Stock with respect to which the Option is then
being exercised. The foregoing notice and payment shall be delivered to the
Secretary of the Company. In addition to and at the time of payment of the
Option Price, the Optionee shall pay to the Company in cash the full amount of
any federal and state withholding or other employment taxes applicable to the
taxable income of such Optionee resulting from such exercise; provided, however,
that in lieu of cash all or any portion of such tax obligations, together with
additional taxes not exceeding the actual additional taxes to be owed by the
Optionee as a result of such exercise, may, in the sole discretion of the
Committee and upon the irrevocable election of the Optionee, be paid by
tendering to the Company shares of Stock duly endorsed for transfer and owned by
the Optionee for more than six months, in that number of shares having a Fair
Value at the time of exercise equal to the amount of such taxes thereby being
paid.

      6.5 NONTRANSFERABILITY OF OPTION. No Option shall be transferred by an
Optionee otherwise than by will or the laws of descent and distribution. During
the lifetime of an Optionee, his Option shall be exercisable only by him (or by
his guardian or legal representative, should one be appointed).

                                   ARTICLE VII
                               STOCK CERTIFICATES

      The Company shall not be required to issue or deliver a certificate for
shares of Stock purchased upon the exercise of any Option granted hereunder or
any portion thereof, prior to fulfillment of all of the following conditions:

                                       5
<PAGE>

      (a)  The execution of all then applicable stockholders' agreements and
           agreement to all then applicable transfer restrictions;

      (b)  The obtaining of any approval or other clearance from any federal or
           state governmental agency which the Company upon the advice of
           counsel shall determine to be necessary or advisable; and

      (c)  The lapse of such reasonable period of time following the exercise of
           the Option as may be appropriate for reasons of administrative
           convenience.

                                  ARTICLE VIII
                 TERMINATION, AMENDMENT AND MODIFICATION OF PLAN

      The Board may at any time terminate the Plan and may at any time and from
time to time and in any respect amend or modify the Plan; provided, however,
that if the Plan is approved by the stockholders of the Company, the Board may
not thereafter, without further stockholder approval, amend the Plan to:

      (a)  Increase the total number of shares of Stock subject to the Plan;

      (b)  Materially change or modify the class of employees that may
           participate in the Plan; or

      (c)  Otherwise materially increase the benefits accruing to participants
           under the Plan.

      No termination, amendment or modification of the Plan shall adversely
affect any Option previously granted hereunder without the written consent of
the Optionee or his guardian, legal representative or legatee.

                                   ARTICLE IX
                                  MISCELLANEOUS

      9.1 PLAN BINDING ON SUCCESSORS. The Plan shall be binding upon the
successors and assigns of the Company.

      9.2 SINGULAR, PLURAL; GENDER. Whenever used herein, nouns in the singular
shall include the plural, and the masculine pronoun shall include the feminine
gender.

      9.3 HEADINGS, ETC., NO PART OF PLAN. Headings of articles and sections
hereof are inserted for convenience and reference; they constitute no part of
the Plan.
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