WITNESSETH:

                       SECOND EXTENSION OF TERM AGREEMENT

         This Second Extension of Term Agreement is made as of November 19, 1999
by and between OCWEN ASSET INVESTMENT CORP., a Florida corporation (the
"Company"), and OCWEN CAPITAL CORPORATION, a Florida corporation (the
"Manager"), with respect to the First Amended and Restated Management Agreement,
dated as of May 19, 1997, and amended and restated as of May 5, 1998, and
extended as of May 19, 1999 (the "Management Agreement"), between the Company
and the Manager.

                                   WITNESSETH:

                  WHEREAS, the Company and the Manager are parties to the
Management Agreement;

                  WHEREAS, Section 13 of the Management Agreement provides that
the Management Agreement shall continue in force until November 19, 1999;

                  WHEREAS, the parties desire to extend the term of the
Management Agreement indefinitely; and

                  WHEREAS, the Board of Directors of the Company approved the
indefinite extension of the term of the Management Agreement.


                  NOW THEREFORE, in consideration of the premises, the parties
hereto agree as follows:

                  SECTION 1. EXTENSION OF TERM. The first two paragraphs of
Section 13 of the Management Agreement are hereby deleted in their entirety and
replaced by the following:

                  This Agreement shall continue in force until terminated by the
                  Manager or by the Company as described below or elsewhere in
                  this Agreement.

                  Notwithstanding any other provision to the contrary, this
                  Agreement may be terminated by the Manager, upon 60 days'
                  written notice, on any anniversary of this Second Extension of
                  Term Agreement.

                  SECTION 2. EFFECT OF EXTENSION. Except as expressly set forth
herein, this Second Extension of Term Agreement shall not by implication alter,
modify, amend or in any way affect any of the other terms, conditions,




obligations, covenants or agreements contained in the Management Agreement, all
of which shall continue in full force and effect.

                  IN WITNESS WHEREOF, the parties hereto have executed this
Second Extension of Term Agreement as of the date first written above.


                          OCWEN ASSET INVESTMENT CORP.

                          By: /s/ XXXXXXXXX X. XXXXX
                             ---------------------------------------------------
                                  Xxxxxxxxx X. Xxxxx
                                  President


                          OCWEN CAPITAL CORPORATION

                          By: /s/ XXXX X. XXXXX
                             ---------------------------------------------------
                                  Xxxx X. Xxxxx
                                  Senior Managing Director

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