EXHIBIT-99

                                  RISK FACTORS

    There are various risks in purchasing  our  securities  and investing in our
business,  including those described below. You should carefully  consider these
risk factors together with all other information included in this Form 10-Q.

Future  losses  could  impair our ability to raise  capital or borrow  money and
consequently affect our stock price.

    Although we recorded  earnings from  continuing  operations of $11.5 million
for the nine months ended September 30, 2000, $8.7 million for the twelve months
ended  December 31, 1999 and $3.5 million in 1998,  we cannot assure you that we
will be profitable in future periods.  Losses in future periods could impair our
ability  to raise  additional  capital  or  borrow  money as  needed,  and could
decrease our stock price.

We may not be able to obtain the financing we need to fund our  operations  and,
as a result, our profitability could be reduced.

    Our operations require large amounts of capital. We have borrowed,  and will
continue to borrow,  substantial  amounts to fund our  operations.  If we cannot
obtain the  financing  we need on a timely  basis and on  favorable  terms,  our
business and profitability could be materially adversely affected.  We currently
obtain our financing through three primary sources:  a revolving credit facility
with General  Electric Capital  Corporation,  securitization  transactions,  and
loans from other sources.

    Revolving  Credit Facility with GE Capital.  Our revolving  facility with GE
Capital  is  our  primary   source  of  operating   capital.   We  have  pledged
substantially  all of our assets to GE Capital to secure the  borrowings we make
under this  facility.  Although this  facility has a maximum  commitment of $125
million,  the amount we can borrow is limited by the amount of certain  types of
assets  that we own.  When we have used all our  capacity  under  the  revolving
facility, our liquidity can be adversely affected unless we can find alternative
financing  sources.  The revolving facility expires in June 2001 and, even if we
continue to satisfy the terms and conditions of the revolving  facility,  we may
not be able to extend its term beyond the current  expiration date. If we cannot
extend the term of the  revolving  facility  or  replace  that  facility  with a
substitute facility, our operations would be materially adversely affected.

    Securitization  Transactions - We can restore capacity under the GE facility
from time to time by securitizing portfolios of finance receivables. Our ability
to  successfully  complete  securitizations  and how  favorable the terms of our
securitizations will be to us may be affected by several factors, including:

o        the condition of securities markets generally;
o        conditions in the asset-backed securities markets specifically;
o        the credit quality of our loan portfolio; and
o        the performance of our servicing operations.

    Contractual  Restrictions  -  The  revolving  facility,  the  securitization
program, and our other credit facilities contain various restrictive  covenants.
Under  these  credit  facilities,  we must also meet  certain  financial  tests.
Failure to satisfy the covenants in our credit facilities or our  securitization
program could preclude us from further  borrowing under the defaulted  facility,
could cause cross defaults to our other debt, and could prevent us from securing
alternate sources of funds necessary to operate our business.

    Recent  Waivers.  From time to time,  we incur  technical or other  breaches
under our material  credit  facilities,  and we have  obtained  waivers from the
applicable  lenders.  There can be no assurance that we will continue to receive
waivers and our inability to obtain these waivers may have a material  impact on
our ability to obtain or retain operating capital.

We have a high risk of credit losses because of the poor creditworthiness of our
borrowers.

    Substantially  all of the sales  financing that we extend and the loans that
we service are with sub-prime  borrowers.  Sub-prime  borrowers generally cannot
borrow money from traditional lending  institutions,  such as banks, savings and
loans,  credit  unions,  and  captive  finance  companies  owned  by  automobile
manufacturers,  because of their poor credit histories and/or low incomes. Loans
to sub-prime  borrowers  are difficult to collect and are subject to a high risk
of loss.  We have  established  an  allowance  for  credit  losses  to cover our
anticipated  credit  losses.  We  periodically  review  and may make  upward  or
downward  adjustments  to the  allowance  based  upon  whether  we  believe  the
allowance  is adequate to cover our  anticipated  credit  losses.  However,  our
allowance  may not be  sufficient  to cover our credit  losses or we may need to
increase our provision or allowance if certain adverse factors arise,  including
unanticipated  or  material   increases  in  delinquencies  or  charge  offs.  A
significant  variation  in the  timing of or  increase  in credit  losses in our
portfolio,  or a  substantial  increase in our allowance or provision for credit
losses, would have a material adverse effect on our net earnings.

Interest rates affect our profitability.

    Much of our financing income results from the difference between the rate of
interest  that we pay on the funds we borrow  and the rate of  interest  that we
earn on the loans in our portfolio.  While we earn interest on the loans that we
own at a fixed rate,  we pay  interest  on our  borrowings  under our  revolving
facility at a floating rate. When interest rates increase,  our interest expense
increases  and our net  interest  margins  decrease.  Increases  in our interest
expense that we cannot  offset by  increases  in interest  income will lower our
profitability.

Laws that limit the interest  rates that we can charge can adversely  affect our
profitability.

    We operate in many  states that impose  limits on the  interest  rate that a
lender may charge. When a state limits the amount of interest that we can charge
on our  installment  sales  loans,  we may not be able to offset  any  increased
interest expense caused by rising interest rates or greater levels of borrowings
under our credit  facilities.  Therefore,  these interest rate  limitations  can
adversely affect our profitability.

Government  regulation may limit our ability to recover and enforce  receivables
or to repossess and sell collateral.

    We are  subject to ongoing  regulation,  supervision,  and  licensing  under
various federal, state, and local statutes,  ordinances, and regulations.  If we
do not comply  with these laws,  we could be fined or certain of our  operations
could be interrupted or shut down.  Failure to comply could,  therefore,  have a
material adverse effect on our operations. Among other things, these laws:

o require that we obtain and maintain  certain  licenses and  qualifications;  o
limit or  prescribe  terms of the loans that we  originate  and/or  purchase;  o
require specified  disclosures to customers;  o limit our right to repossess and
sell  collateral;   and  o  prohibit  us  from  discriminating  against  certain
customers.

    We  believe  that  we are  currently  in  substantial  compliance  with  all
applicable material federal, state, and local laws and regulations.  We may not,
however,  be able to remain in  compliance  with such  laws.  In  addition,  the
adoption of additional  statutes and regulations,  changes in the interpretation
of existing statutes and regulations,  or our entry into jurisdictions with more
stringent  regulatory  requirements could also have a material adverse effect on
our operations.

    We are  subject  to  pending  actions  and  investigations  relating  to our
compliance  with  various  laws and  regulations.  While we do not believe  that
ultimate resolution of these matters will result in a material adverse effect on
our business or financial  condition  (such as fines,  injunctions  or damages),
there can be no assurance in this regard.

Events  happening to other  companies in our industry can  adversely  affect our
operations and the value of our securities.

    In past years, several major used car finance companies have announced major
downward  adjustments  to  their  financial   statements,   violations  of  loan
covenants,  related litigation,  and other events. Companies in the used vehicle
sales and  financing  market have also been named as defendants in an increasing
number of class action  lawsuits  brought by customers  claiming  violations  of
various federal and state consumer credit and similar laws and  regulations.  In
addition,  some of these companies have filed for bankruptcy  protection.  These
events:

o  have  lowered  the  value  of  securities  of  sub-prime  automobile  finance
companies;  o have made it more difficult for sub-prime lenders to borrow money;
and o could cause more restrictive regulation of this industry.

If our current  contingency plan is inadequate,  we could have a system failure,
which could  adversely  affect our ability to collect on loans,  and comply with
statutory requirements.

    We  depend  on  our  loan  servicing  and   collection   facilities  and  on
long-distance  and local  telecommunications  access  to  transmit  and  process
information among our various  facilities.  We use a standard program to prepare
and store off-site backup tapes of our main system  applications  and data files
on a routine basis. We regularly revise our contingency plan; however,  the plan
as revised may not prevent a systems  failure or allow us to timely  resolve any
systems failures. Also, a natural disaster, calamity, or other significant event
that causes  long-term  damage to any of these facilities or that interrupts our
telecommunications  networks  could  have  a  material  adverse  effect  on  our
operations.

We have continuing risks relating to the First Merchants transaction.

    We have entered into several  transactions in the bankruptcy  proceedings of
First  Merchants  Acceptance  Corporation.  We  have  the  right  to 17  1/2% of
recoveries on First Merchants'  residual  interests in certain  securitized loan
pools and other loans. However, if we lose our right to service these loans, our
share of these  residual  interests  can be  reduced or  eliminated.  This could
affect our future cash flow and profitability.  In addition,  if we meet certain
conditions,  we have the right to issue our common  stock to First  Merchants or
its  unsecured  creditors  or equity  holders in exchange for a portion of First
Merchants' 82 1/2% share of collections on the residual  interests.  However, we
must  estimate  anticipated  collections  in advance to determine  the amount of
stock to issue,  and if our  estimates  are not accurate we could issue too many
shares of our common stock and dilute our shareholders.

We have slowed our growth which eventually could negatively  affect our earnings
and profitability or, even if we make acquisitions,  they may be unsuccessful or
strain or divert our resources from more profitable operations.

    In 1999, we completed two acquisitions. Although we have decided to slow our
growth for the foreseeable  future and have not made any  acquisitions  thus far
this  year,  we intend  to  consider  additional  acquisitions,  alliances,  and
transactions  involving  other  companies  that could  complement  our  existing
business if we can do so with little to no capital or if we can raise additional
capital  for any  such  transactions.  However,  we may  not be  able  to  raise
additional  capital or identify  suitable  acquisition  parties,  joint  venture
candidates,  or  transaction  counterparties.  Also,  even  if we  can  identify
suitable parties,  we may not be able to consummate these  transactions on terms
that we find  favorable.  Further,  a failure to grow, or obtain  capital for or
allocate  sufficient  resources to the growth of our business,  could eventually
negatively  affect our  earnings  and/or  profitability,  which could  adversely
affect the value of our outstanding securities.

    We may also not be able to  successfully  integrate any  businesses  that we
acquire  into our  existing  operations.  If we  cannot  successfully  integrate
acquisitions,  our operating  expenses may increase.  This increase would affect
our net  earnings,  which could  adversely  affect the value of our  outstanding
securities.  Moreover,  these types of  transactions  may result in  potentially
dilutive issuance of equity  securities,  the incurrence of additional debt, and
amortization of expenses related to goodwill and intangible assets, all of which
could adversely affect our profitability.  These  transactions  involve numerous
other risks as well,  including the diversion of management attention from other
business  concerns,  entry into  markets in which we have had no or only limited
experience,  and the  potential  loss of key  employees  of acquired  companies.
Occurrence of any of these risks could have a material adverse effect on us.

Increased competition could adversely affect our operations and profitability.

    Our primary  competitors  are the numerous small buy-here  pay-here used car
dealers that operate in the sub-prime segment of the used car sales industry. We
attempt to distinguish  ourselves from our competitors  through name recognition
and other factors.  However the advertising and infrastructure required by these
efforts  increase our  operating  expenses.  There is no  assurance  that we can
successfully distinguish ourselves and compete in this industry. In addition, in
recent years, a number of larger companies with significant  financial and other
resources, have entered or announced plans to enter the used car sales industry.
Although  these  companies do not  currently  compete  with us in the  sub-prime
segment of the market, they compete with us in the purchase of inventory,  which
can result in increased  wholesale  costs for used cars and lower margins.  They
could also enter the sub-prime segment of the market at any time.

    Increased competition may cause downward pressure on the interest rates that
we charge on loans  originated  by our  dealerships.  Either change could have a
material effect on the value of our securities.

The success of our operations depends on certain key personnel.

    We believe that our ability to successfully  implement our business strategy
and to operate  profitably  depends on the  continued  employment  of our senior
management  team.  The  unexpected  loss  of the  services  of  any  of our  key
management  personnel or our inability to attract new management  when necessary
could have a material  adverse  effect on our  operations.  We do not  currently
maintain key person life insurance on any member of our senior  management  team
other than Gregory B. Sullivan, our President and Chief Executive Officer.

We may issue  stock in the future  that will  dilute  the value of our  existing
stock.

    We have the ability to issue common stock or securities  exercisable  for or
convertible  into common  stock,  which may dilute the  securities  our existing
stockholders  now hold. In  particular,  issuance of any or all of the following
securities may dilute the value of the securities that our existing stockholders
now hold: o we have granted  warrants to purchase a total of  approximately  1.2
million shares of our common stock to various

          parties,  with exercise prices ranging from $6.75 to $20.00 per share;
o we may issue additional warrants in connection with future transactions;  o we
may issue common stock under our various stock option plans; and

o         we may  issue  common  stock in the  First  Merchants  transaction  in
          exchange for an increased  share of  collections on certain loans that
          we service for First Merchants.

The voting power of our principal stockholder may limit your voting rights.

    Mr. Ernest C. Garcia, II, our Chairman, or his affiliates held approximately
32.2% of our outstanding  common stock as of December 31, 1999, which percentage
has increased as a result of our 2000 Exchange Offer and stock  repurchases.  As
of September 30, Mr. Garcia owned  approximately 36.5% of our outstanding common
stock. As a result,  Mr. Garcia has a significant  influence upon our activities
as well as on all matters requiring approval of our stockholders.  These matters
include  electing or  removing  members of our board of  directors,  engaging in
transactions  with  affiliated  entities,  causing  or  restricting  our sale or
merger,  and changing  our  dividend  policy.  The  interests of Mr.  Garcia may
conflict with the interests of our other stockholders.

If we continue  to purchase  our common  stock or if our  principal  shareholder
purchases  our common  stock,  doing so will  enhance  his  ability to take over
and/or control us.

    On October 3, 2000, our chairman and principal shareholder, Mr. Garcia, made
an offer to the board of directors to purchase all of our outstanding  shares of
common stock not already held by him.  While Mr. Garcia has since  withdrawn his
offer,  he has  indicated  in his  filings  with  the  Securities  and  Exchange
Commission that he has a continuing interest in acquiring all of our outstanding
common stock. He may or may not make another offer. If we continue to repurchase
our  outstanding  shares of common stock,  engage in any exchange offers for our
common stock as we have done in the past or if Mr.  Garcia  purchases our common
stock, the percentage of the company owned by Mr. Garcia will increase.  If this
happens, it will enhance Mr. Garcia's ability to take over and/or control us.

There is a potential anti-takeover or dilutive effect if we issue preferred
stock.

    Our  certificate  of  incorporation  authorizes  us to issue  "blank  check"
preferred  stock. Our board of directors may fix or change from time to time the
designation,  number, voting powers, preferences, and rights of this stock. Such
issuance's  could  make it more  difficult  for a third  party to  acquire us by
reducing the voting  power or other  rights of the holders of our common  stock.
Preferred stock can also reduce the market value of the common stock.

There may be  adverse  consequences  from  issuing  blank  check  common  stock,
including a potential anti-takeover or dilutive effect.

    We have  approval  from our  shareholders  to amend  and  have  amended  our
certificate  of  incorporation  to  authorize us to issue  additional  series of
common stock which we refer to as "blank check" common stock. Upon the filing of
such an amendment to our  certificate of  incorporation,  our board of directors
may  create  new series of common  stock  from time to time in  addition  to the
existing common stock and may fix:

     o the designation,  voting powers,  liquidation rights,  conversion rights,
     redemption rights,  dividends and distributions,  preferences and relative,
     participating,  optional and other rights,  if any, of each such series;  o
     the  qualifications,  limitations  or  restrictions,  if any,  of each such
     series; and o the number of shares constituting each such series.

Blank check common stock could also:

     o negatively  affect  shareholder  rights and the value of existing  common
     stock;  o have rights  that are  preferential  or superior to the  existing
     common stock; o track the performance of certain assets,  groups of assets,
     businesses or subsidiaries of the company;

     o  increase  the  complexity  and  administrative   costs  of  our  capital
     structure,  which could negatively  impact our financial  condition and the
     value of our common stock; o create potential conflicts of interest and our
     board of directors  could make decisions  that adversely  affect holders of
     our  existing  common  stock;  and/or  o give  rise to  occasions  when the
     interests of holders of one series might  diverge or appear to diverge from
     the interests of holders of another series.

     Blank  check  common  stock also may be viewed as being an  "anti-takeover"
device.  Our board could create and issue series of common stock with terms that
could make a takeover  attempt by a third party more  difficult  to complete and
such stock may also be used in  connection  with the  issuance of a  stockholder
rights plan, sometimes called a "poison pill."