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EXHIBIT-99
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS AND RISK FACTORS

The Company wishes to take advantage of the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995 and is filing this cautionary
statement in connection with such safe harbor legislation. The Company's Form
10-K, this Form 10-Q, any other Form 10-Q, any Form 8-K, other SEC filings, or
any other written or oral statements made by or on behalf of the Company may
include forward looking statements which reflect the Company's current views
with respect to future events and financial performance. The words "believe,"
"expect," "anticipate," "intend," "forecast," "project," and similar expressions
identify forward looking statements.

The Company wishes to caution investors that any forward looking statements made
by or on behalf of the Company are subject to uncertainties and other factors
that could cause actual results to differ materially from such statements. These
uncertainties and other factors include, but are not limited to, the Risk
Factors listed below (many of which have been discussed in prior SEC filings by
the Company). Though the Company has attempted to list comprehensively these
important factors, the Company wishes to caution investors that other factors
may in the future prove to be important in affecting the Company's results of
operations. New factors emerge from time to time and it is not possible for
management to predict all of such factors, nor can it assess the impact of each
such factor on the business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from forward looking
statements.

Investors are further cautioned not to place undue reliance on such forward
looking statements as they speak only of the Company's views as of the date the
statement was made. The Company undertakes no obligation to publicly update or
revise any forward looking statements, whether as a result of new information,
future events, or otherwise.

RISK FACTORS

Investing in the securities of the Company involves certain risks. In addition
to the other information included elsewhere in this Form 10-Q, investors should
give careful consideration to the following risk factors which may impact the
Company's performance and the price of its stock.

No Assurance of Profitability

    The Company began operations in 1992 and incurred significant operating
losses in 1994 and 1995. The Company recorded net earnings of $5.9 million in
1996 and net earnings in 1997 of $9.5 million. However, the Company incurred net
losses in the three month period ended March 31, 1998 of $1.9 million due
primarily to a charge of $9.1 million (approximately $5.6 million, net of income
taxes) for discontinued operations and in the three month period ended September
30, 1997 of $1.8 million due in large part to a charge of $10.0 million
(approximately $6.0 million, net of income taxes) against Residuals in Finance
Receivables Sold. There can be no assurance that the Company will return to
profitability in future periods.

    The Company's ability to return to and subsequently sustain profitability
will depend primarily upon its ability to: (i) expand its revenue generating
operations while not proportionately increasing its administrative overhead;
(ii) originate and purchase contracts with an acceptable level of credit risk;
(iii) effectively collect payments due on the contracts in its portfolio; (iv)
locate sufficient financing, with acceptable terms, to fund the expansion of
used car sales and the origination and purchase of additional contracts; (v)
adapt to the increasingly competitive market in which it operates; and (vi)
properly execute the split-off transaction and related business strategy.
Outside factors, such as the economic, regulatory, and judicial environments in
which it operates, will also have an effect on the Company's business. The
Company's inability to achieve or maintain any or all of these objectives could
have a material adverse effect on the Company.

Dependence on Securitizations

    In recent periods, the Company's earnings (loss) from operations have been
significantly impacted by the sales of contract receivables and the earnings
(loss) recorded by the Company on the Residuals in Finance Receivables Sold. The
Company's ability to successfully complete securitizations in the future may be
affected by several factors, including the condition of securities markets
generally, conditions in the asset-backed securities markets specifically, and
the credit quality of the Company's portfolio. The amount of any gain on sale in
connection with securitizations is based upon certain estimates and assumptions,
which may not subsequently be realized. To the extent that actual cash flows on
a securitization differ materially from the original securitization assumptions,
and in the opinion of management those differences appear to be other than
temporary in nature, the Company is required 
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to revalue the Residuals in Finance Receivables Sold, and record a charge to
earnings based upon the reduction. In addition, the Company records ongoing
income based upon the cash flows on Residuals in Finance Receivables Sold. The
income recorded on the Residuals in Finance Receivables Sold will vary from
quarter to quarter based upon cash flows received in a given period. To the
extent that cash flows are deficient, charge offs of finance receivables exceed
estimates, or assumptions that were applied to the underlying portfolio are not
realized, and in the opinion of management those differences appear to be other
than temporary in nature, the Company is required to revalue the Residuals in
Finance Receivables Sold, and record a charge to earnings.

    During the year ended December 31, 1997, the Company recorded a charge for
continuing operations of $5.7 million ($3.4 million after taxes) against the
Residuals in Finance Receivables Sold. The charge resulted from an upward
revision in the Company's net charge off assumptions related to the underlying
contract portfolios supporting the Company's Residuals in Finance Receivables
Sold. Although the Company believes the charge was adequate to adjust the
assumptions to a level which will more closely approximate future net losses in
the underlying contract portfolio, there can be no assurance in that regard.

    CRC and CRC II (the Securitization Subsidiaries), are the Company's
wholly-owned special purpose "bankruptcy remote" entities. Their assets include
Residuals in Finance Receivables Sold and Investments Held in Trust, in the
amounts of $24.7 million and $13.9 million, respectively, at March 31, 1998,
which amounts would not be available to satisfy claims of creditors of the
Company

Dependence on External Financing; Cash Position

    The Company has borrowed, and will continue to borrow, substantial amounts
to fund its operations. In this regard, the Company's operations, are highly
capital intensive. Currently, the Company receives financing pursuant to the
Revolving Facility with GE Capital, which has a maximum commitment of $100.0
million. Under the Revolving Facility, the Company may borrow up to 65.0% of the
principal balance of eligible Company Dealership contracts and up to 86.0% of
the principal balance of eligible Third Party Dealer contracts. However, an
amount up to $10.0 million of the borrowing capacity under the Revolving
Facility is not available at any time when the guarantee of the Company to the
contract purchaser is in effect. The Revolving Facility is secured by
substantially all of the Company's assets. In addition, the Revolving Facility
and/or other credit facilities of the Company contain various restrictive
covenants that limit, among other things, the Company's ability to engage in
mergers and acquisitions, incur additional indebtedness, and pay dividends or
make other distributions, and also requires the Company to meet certain
financial tests. Although the Company believes it is currently in compliance
with the terms and conditions of the Revolving Facility and such other
facilities, other than the interest coverage ratio for which the Company
obtained a waiver, there can be no assurance that the Company will be able to
continue to satisfy such terms and conditions or that the Revolving Facility
will be extended beyond its current expiration date. In addition, the Company
has established a Securitization Program pursuant to which the Company is
subject to numerous terms and conditions. Failure of the Company to engage in
securitization transactions could have a material adverse effect on the Company.

    The Company's cash and cash equivalents decreased from $3.5 million at
December 31, 1997 to $514,000 at March 31, 1998. This decrease is due in large
part to the growth of the Cygnet Dealer Program loan portfolio and the making of
debtor-in-possession loans in connection with the reorganization of FMAC as well
as the growth in property and equipment and discontinued operations. The Company
is currently evaluating its alternatives for the future financing of the Cygnet
Dealer Program, including its financing, in part, through the split-off. On
January 28, 1998, the Company borrowed $7 million from Greenwich Capital (the
"Greenwich Loan"), the proceeds of which were utilized to reduce the Revolving
Facility. The Greenwich Loan was repaid on April 1, 1998. The Company is
currently evaluating other longer term financing options, including certain
additional financing transactions that may be entered into with Greenwich
Capital. There can be no assurance that any further securitizations will be
completed or that the Company will be able to secure additional financing when
and as needed in the future, or on terms acceptable to the Company.

Poor Creditworthiness of Borrowers; High Risk of Credit Losses

    Substantially all of the contracts that the Company services are with
Sub-Prime Borrowers. Due to their poor credit histories and/or low incomes,
Sub-Prime Borrowers are generally unable to obtain credit from traditional
financial institutions, such as banks, savings and loans, credit unions, or
captive finance companies owned by automobile manufacturers. The Company has
established an Allowance for Credit Losses, which approximated 18.5% as of
contract principal balances as of March 31, 1998 and December 31, 1997,
respectively, to cover anticipated credit losses on the contracts currently in
its portfolio. The Company believes its current Allowance for 
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Credit Losses is adequate to absorb anticipated credit losses. However, there is
no assurance that the Company has adequately provided for, or will adequately
provide for, such credit risks or that credit losses in excess of its Allowance
for Credit Losses will not occur in the future. A significant variation in the
timing of or increase in credit losses on the Company's portfolio would have a
material adverse effect on the Company.

    The Company's discontinued operations operate the Cygnet Dealer Program,
pursuant to which the Company provides qualified Third Party Dealers with
warehouse purchase facilities and operating lines of credit primarily secured by
such dealers' retail installment contract portfolios and/or inventory. While the
Company requires Third Party Dealers to meet certain minimum net worth and
operating history criteria to be considered for inclusion in the Cygnet Dealer
Program, the Company will, nevertheless, be extending credit to dealers who may
not otherwise be able to obtain debt financing from traditional lending
institutions such as banks, credit unions, and major finance companies.
Consequently, similar to its other financing activities, the Company will be
subject to a high risk of credit losses that could have a material adverse
effect on the Company and on the Company's ability to meet its own financing
obligations.

Potential Change in Business Strategy-Discontinued Operations

In February 1998, the Company announced its intention to close its Branch Office
network, and exit this line of business in the first quarter of 1998. The
closure was substantially complete by March 31, 1998. Further, in April 1998,
the Company announced that its Board of Directors had directed management to
proceed with separating current operation into two publicly held companies. The
Company's continuing operations will focus exclusively on the retail sale of
used cars through its chain of dealerships, as well as the collection and
servicing of the resulting loans. The Company would also retain its existing
securitization program and the residual interests in all securitization
transactions previously effected by the Company, its existing insurance
operations relating to its dealership activities, and its rent-a-car franchise
business (which is generally inactive). It is anticipated that a new company
will be formed to operate all non-dealership operations. There can be no
assurance that the Company will effect a split-off of any business operation;
what form that such a transaction would take if implemented, including whether
stockholders will receive or be able to acquire equity interests in any
operation split-off; or that any split-off would prove successful or
economically beneficial to the Company or its stockholders. Further, failure to
implement a split-off could adversely affect the Company's operations and
financial condition, as well as the market for its Common Stock and warrants. In
addition, under the Company's most recent securitizations, absent consent of the
interested parties, a split-off of its servicing operations would constitute a
"termination event," under which the insurer in respect of the securitization
could terminate the Company's servicing rights. Further, upon a termination
event, distributions in connection with the Company's residual interest in such
securitization effectively would be suspended until the interest of third party
holders is paid in full.

    In connection with its strategic evaluation, the Company determined to close
its Branch Office network but to continue to pursue its Cygnet Dealer Program
and the bulk purchase and/or servicing of contracts originated by other subprime
lenders, which it believes is a more efficient method of purchasing or obtaining
servicing rights to sub-prime automobile contracts. There can be no assurance
that the restructuring of the Company's Third Party Dealer operations and focus
on the purchase and/or servicing of large contract portfolios will prove
successful, will enhance the Company's profitability or, if pursued, will
facilitate a split-off, or other disposition of these operations. There can also
be no assurance that the Company will be able to maintain sufficient liquidity
to fund additional bulk contract purchases.

During the three month period ended March 31, 1998, the Company recorded a
charge of $9.1 million (approximately $5.6 million, net of income taxes) for
discontinued operations. There can be no assurance that the charge will prove
adequate or that upward or downward adjustments to the charge will not be
required in future periods.

Data Processing and Technology and Year 2000

    The success of any participant in the sub-prime industry, including the
Company, depends in part on its ability to continue to adapt its technology, on
a timely and cost-effective basis, to meet changing customer and industry
standards and requirements. The Company recently converted to a new loan
servicing and collection data processing system at its Gilbert, Arizona facility
which services the Company's Arizona, Nevada, and New Mexico Company Dealership
loan portfolios as well as substantially all of the Third Party Dealer Branch
Office loan portfolio. In connection with the conversion, the Company confronted
various implementation and integration issues, which management believes have
resulted in increases in both contract delinquencies and charge offs. Although
many of these issues have been resolved, failure to promptly and fully resolve
all issues could have a material adverse effect on the Company.

    The Company services its loan portfolios on loan servicing and collection
data processing systems on various 
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platforms. The Company is in the process of converting substantially all of its
Continuing Operations loan servicing and collection data processing to a single
loan servicing and collection data processing system. Failure to successfully
complete the conversion to a single loan servicing and data processing system
could have a material adverse effect on the Company.

    The Company has commenced a study of its computer systems in order to assess
its exposure to year 2000 issues. The Company expects to make the necessary
modifications or changes to its computer information systems to enable proper
processing of transactions relating to the year 2000 and beyond. The Company
estimates that it will cost from $500,000 to $1.0 million to modify its existing
systems, should it choose to do so. The Company will evaluate appropriate
courses of action, including replacement of certain systems whose associated
costs would be recorded as assets and subsequently amortized or modification of
its existing systems which costs would be expensed as incurred. However, failure
of the Company to fully address and resolve its year 2000 issues, including
modification of its existing systems, replacement of such systems, or other
matters could have a material adverse effect on the Company.

    The Company is dependent on its loan servicing and collection facilities as
well as long-distance and local telecommunications access in order to transmit
and process information among its various facilities. The Company maintains a
standard program whereby it prepares and stores off site back ups of its main
system applications and data files on a routine basis. Due primarily to the
Company's recent acquisitions and significant growth, the Company believes that
its current disaster response plan will need to be revised. Although management
intends to update the disaster response plan during 1998, there can be no
assurance a failure will not occur in the interim or that the plan as revised
will prevent or enable timely resolution of any systems failure. Further, a
natural disaster, calamity, or other significant event that causes long-term
damage to any of these facilities or that interrupts its telecommunications
networks could have a material adverse effect on the Company.

Risks Relating to FMAC Transaction

     In recent periods, the Company's discontinued operations have been actively
involved in the reorganization proceeding of FMAC. There can be no assurance
that the servicing rights and interests in the residual interests in
securitizations obtained by the Company's discontinued operations will prove
valuable or profitable. None of the consideration given or to be given by the
Company is conditioned upon the profit ultimately achieved by the Company's
discontinued operations. Further, the FMAC Warrants, Bank Group Warrants and
Stock Option Shares will further dilute the Company's equity and could adversely
affect the market and price for the Common Stock. The Company has guaranteed a
10.35% return on certain contracts acquired from FMAC and sold to the an
unrelated party, subject to a maximum guarantee of $10.0 million. Although FMAC
has provided a similar guarantee to the Company payable out of certain
distributions from residual interests held by FMAC in securitization
transactions, there can be no assurance that there will be sufficient
distributions from the residual interests to support the guarantee. The
Company's debtor-in-possession loans to FMAC and certain fees payable to the
Company would also be payable out of certain expected tax refunds of FMAC and/or
distributions from residual interests in FMAC's securitization transactions.
Although the Company's discontinued operations anticipates collecting such
items, there can be no assurance that these loans or fees will be paid. Payments
pursuant to the residual interests may not be made until the senior certificates
in the securitization transactions are paid in full. Certain benefits to the
Company and the Company's discontinued operations in the transaction would be
contingent on the Company, a wholly-owned subsidiary of the Company, or an
Authorized Servicer servicing the Owned Contracts and/or certain other
receivables currently serviced by FMAC. In the event that the Company, its
subsidiary, or an Authorized Servicer does not obtain or retain such servicing
rights, the Company could be materially adversely affected. In addition, the
Company has the ability to issue the Stock Option Shares to FMAC in lieu of
FMAC's right to receive its portion of cash distributions from the Excess
Collections Split for the benefit of its unsecured creditors. The Company's
ability to issue the Stock Option Shares is subject to certain conditions. If
the Company is unable to issue the Stock Option Shares, it may be required to
pay Additional Consideration to certain of the banks from whom the Company
acquired the Senior Bank Debt.

Potential Issuance of Dilutive Securities

     In connection with the confirmed FMAC Plan of Reorganization, the Company
has the right to issue the Stock Option Shares to FMAC in lieu of making cash
distributions otherwise payable to FMAC from proceeds of certain residual
interests in securities held by FMAC or its subsidiaries. Should the Company
make such an election, it would issue all or a portion of the Stock Option
Shares for 98% of the average of the closing prices of the Company's Common
Stock for the ten trading days prior to the date of issuance and would
thereafter retain the cash distributions collected from such residual
interests. In addition, the Company has granted warrants to purchase a total of
approximately 1.5 million shares of Common Stock of the Company to various
parties with exercise prices ranging from $6.75 to $20.00 per share. Such
issuances or warrant exercises could prove to be dilutive for the Company's
then existing stockholders.
     
No Assurance of Successful Acquisitions

    In 1997, the Company completed three significant acquisitions (Seminole, EZ
Plan, and Kars) and intends to consider additional acquisitions, alliances, and
transactions involving other companies that could complement the Company's
existing business. There can be no assurance that suitable acquisition parties,
joint venture candidates, or transaction counterparties can be identified, or
that, if identified, any such transactions will be consummated on terms
favorable to the Company, or at all. Furthermore, there can be no assurance that
the Company will be able to integrate successfully such acquired businesses,
including those recently acquired, into its existing operations, which could
increase the Company's operating expenses in the short-term and adversely affect
the Company. Moreover, these types of transactions by the Company may result in
potentially dilutive issuances of equity securities, the incurrence of
additional debt, and amortization of expenses related to goodwill and intangible
assets, all of which could adversely affect the Company's profitability. As of
March 31, 1998, the Company had goodwill totaling 
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approximately $14.7 million, the components of which will be amortized over a
period of 15 to 20 years. These transactions involve numerous risks, such as the
diversion of the attention of the Company's management from other business
concerns, the entrance of the Company into markets in which it has had no or
only limited experience, and the potential loss of key employees of the acquired
company, all of which could have a material adverse effect on the Company.

Highly Competitive Industry

    Although the used car sales industry has historically been highly
fragmented, it has attracted significant attention from a number of large
companies, including AutoNation, U.S.A. and Driver's Mart, which have entered
the used car sales business or developed large used car sales operations. Many
franchised new car dealerships have also increased their focus on the used car
market. The Company believes that these companies are attracted by the
relatively high gross margins that can be achieved in this market and the
industry's lack of consolidation. Many of these companies and franchised dealers
have significantly greater financial, marketing, and other resources than the
Company. Among other things, increased competition could result in increased
wholesale costs for used cars, decreased retail sales prices, and lower margins.

    Like the sale of used cars, the business of purchasing and servicing
contracts originated from the sale of used cars to Sub-Prime Borrowers is highly
fragmented and very competitive. Various companies have increased the
competition for the purchase of contracts, in many cases purchasing contracts at
prices that the Company believes are not commensurate with the associated risk.
There are numerous financial services companies serving, or capable of serving,
this market, including traditional financial institutions such as banks, savings
and loans, credit unions, and captive finance companies owned by automobile
manufacturers, and other non-traditional consumer finance companies, many of
which have significantly greater financial and other resources than the Company.
Increased competition may cause downward pressure on the interest rates the
Company charges on contracts originated by its Company Dealerships or cause the
Company to reduce or eliminate the nonrefundable acquisition discount on the
contracts it purchases in bulk, which could have a material adverse effect on
the Company. Similarly, increased competition may be another reason for a
potential Company spin-off to third parties or shareholders of Third Party
Dealer operations, including its third party purchasing and servicing
operations, Cygnet Dealer Program, and all or portions of their related
portfolios.

General Economic Conditions

    The Company's business is directly related to sales of used cars, which are
affected by employment rates, prevailing interest rates, and other general
economic conditions. While the Company believes that current economic conditions
favor continued growth in the markets it serves and those in which it seeks to
expand, a future economic slowdown or recession could lead to decreased sales of
used cars and increased delinquencies, repossessions, and credit losses that
could hinder the Company's business. Because of the Company's focus on the
sub-prime segment of the automobile financing industry, its actual rate of
delinquencies, repossessions, and credit losses could be higher under adverse
conditions than those experienced in the used car sales and finance industry in
general.

Industry Considerations and Legal Contingencies

    Several major used car finance companies have announced major downward
adjustments to their financial statements, violations of loan covenants, related
litigation, and other events. In addition, certain of these companies have filed
for bankruptcy protection. These events have had a disruptive effect on the
market for securities of sub-prime automobile finance companies, have resulted
in a tightening of credit to the sub-prime markets, and could lead to enhanced
regulatory oversight. Furthermore, companies in the used vehicle financing
market have been named as defendants in an increasing number of class action
lawsuits brought by customers alleging violations of various federal and state
consumer credit and similar laws and regulations. There can be no assurance that
these trends and events will not have significant negative impact on the
Company.

Need to Establish and Maintain Relationships with Third Party Dealers

    Pursuant to the Cygnet Dealer Program, the Company enters into financing
agreements with qualified Third Party Dealers. The Company's Third Party Dealer
financing activities depend in large part upon its ability to establish and
maintain relationships with such dealers. While the Company believes that it has
been successful in developing and maintaining relationships with Third Party
Dealers in the markets that it currently serves, there can be no assurance that
the Company will be successful in maintaining or increasing its existing Third
Party Dealer base, or that a sufficient number of qualified dealers will become
involved in the Cygnet Dealer Program.
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Geographic Concentration

    Company Dealership operations are currently located in Arizona, Georgia,
California, Texas, Florida, Nevada, and New Mexico. Because of this
concentration, the Company's business may be adversely affected in the event of
a downturn in the general economic conditions existing in the Company's primary
markets.

Sensitivity to Interest Rates

    A substantial portion of the Company's financing income results from the
difference between the rate of interest it pays on the funds it borrows and the
rate of interest it earns on the contracts in its portfolio. While the contracts
the Company owns bear interest at a fixed rate, the indebtedness that the
Company incurs under its Revolving Facility bears interest at a floating rate.
In the event the Company's interest expense increases, it would seek to
compensate for such increases by raising the interest rates on its Company
Dealership contracts, increasing the acquisition discount at which it purchases
portfolios in bulk, or raising the retail sales prices of its used cars. To the
extent the Company were unable to do so, the Company's net interest margins
would decrease, thereby adversely affecting the Company's profitability.

Impact of Usury Laws

    Historically, a significant portion of the Company's used car sales
activities were conducted in, and a significant portion of the contracts the
Company services were originated in, Arizona, which does not impose limits on
the interest rate that a lender may charge. However, the Company has expanded,
and will continue to expand, its operations into states that impose usury
limits, such as Florida and Texas. The Company attempts to mitigate these rate
restrictions by raising the retail prices of its used cars or purchasing
contracts originated in these states at a higher discount. The Company's
inability to mitigate rate restrictions in states imposing usury limits would
adversely affect the Company's planned expansion and its results of operations.
There can be no assurance that the usury limitations to which the Company is or
may become subject or that additional laws, rules, and regulations that may be
adopted in the future will not adversely affect the Company's business.

Dependence Upon Key Personnel

    The Company's future success will depend upon the continued services of the
Company's senior management as well as the Company's ability to attract
additional members to its management team with experience in the used car sales
and financing industry. The unexpected loss of the services of any of the
Company's key management personnel, or its inability to attract new management
when necessary, could have a material adverse effect upon the Company. The
Company has entered into employment agreements (which include non-competition
provisions) with certain of its officers. The Company does not currently
maintain any key person life insurance on any of its executive officers.

Control by Principal Stockholder

    Mr. Ernest C. Garcia, II, the Company's Chairman, Chief Executive Officer,
and principal stockholder, holds approximately 25.1% of the outstanding Common
Stock, including 136,500 shares held by The Garcia Family Foundation, Inc., an
Arizona non-profit corporation, and 20,000 shares held by Verde Investments,
Inc., a real estate investment corporation, controlled by Mr. Garcia. As a
result, Mr. Garcia has a significant influence upon the activities of the
Company, as well as on all matters requiring approval of the stockholders,
including electing or removing members of the Company's Board of Directors,
causing the Company to engage in transactions with affiliated entities, causing
or restricting the sale or merger of the Company, and changing the Company's
dividend policy. Mr. Garcia has indicated that he intends to resign his position
as Chief Executive Officer concurrent with the completion of the split-off
transaction.

Potential Anti-Takeover Effect of Preferred Stock

    The Company's Certificate of Incorporation authorizes the Company to issue
"blank check" Preferred Stock, the designation, number, voting powers,
preferences, and rights of which may be fixed or altered from time to time by
the Board of Directors. Accordingly, the Board of Directors has the authority,
without stockholder approval, to issue Preferred Stock with dividend,
conversion, redemption, liquidation, sinking fund, voting, and other rights that
could adversely affect the voting power or other rights of the holders of the
Common Stock. The Preferred Stock could be utilized, under certain
circumstances, to discourage, delay, or prevent a merger, tender offer, or
change in control of 
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the Company that a stockholder might consider to be in its best interests.
Although the Company has no present intention of issuing any shares of its
authorized Preferred Stock, there can be no assurance that the Company will not
do so in the future.

Regulation, Supervision, and Licensing

    The Company's operations are subject to ongoing regulation, supervision, and
licensing under various federal, state, and local statutes, ordinances, and
regulations. Among other things, these laws require that the Company obtain and
maintain certain licenses and qualifications, limit or prescribe terms of the
contracts that the Company originates and/or purchases, require specified
disclosures to customers, limit the Company's right to repossess and sell
collateral, and prohibit the Company from discriminating against certain
customers. The Company is also subject to federal and state franchising and
insurance laws.

    The Company believes that it is currently in substantial compliance with all
applicable material federal, state, and local laws and regulations. There can be
no assurance, however, that the Company will be able to remain in compliance
with such laws, and such failure could result in fines or interruption or
cessation of certain of the business activities of the Company and could have a
material adverse effect on the operations of the Company. In addition, the
adoption of additional statutes and regulations, changes in the interpretation
of existing statutes and regulations, or the Company's entrance into
jurisdictions with more stringent regulatory requirements could have a material
adverse effect on the Company.

Possible Volatility of Stock Price

    The market price of the Common Stock has been and may continue to be
volatile in response to such factors as, among others, variations in the
anticipated or actual results of operations of the Company or other companies in
the used car sales and finance industry, changes in conditions affecting the
economy generally, analyst reports, or general trends in the industry.