Exhibit-99

                                  Risk Factors

    There are various  risks in  purchasing  our  securities or investing in our
business,  including those described below. You should carefully  consider these
risk  factors  together  with all other  information  included in the Form 10-Q.
Capitalized  terms not  otherwise  defined  in this  Exhibit  99 shall  have the
meaning assigned to them in the Form 10-Q.

Future losses could impair our ability to raise capital or borrow money, as well
as affect our stock price.

    Although we recorded earnings from continuing operations of $6.1 million for
the nine months ended September 30, 1999, we incurred a net loss of $5.7 million
in 1998.  We cannot  assure you that we will be  profitable  in future  periods.
Losses in  subsequent  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  continue  to  obtain  the  financing  we need to fund our
operations.

    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 affected. We currently obtain our
financing through three primary sources:

   o   a revolving credit facility with General Electric Capital Corporation;
   o   securitization transactions; and
   o   loans  from other  sources  including a  $38.0  million  loan  secured by
          residual interests held by us in respect of our  securitizations  (the
          "Residual Loan").

    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.  In  addition,  we cannot  borrow  approximately  $3 million
attributable  to a guarantee.  As of September 30, 1999,  we owed  approximately
$60.0  million under the  revolving  facility,  and had the ability to borrow an
additional $29.8 million.  The revolving  facility expires in June 2000. 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.

    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  in the  future 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 contract portfolio; and
   o   the performance of our servicing operations.

    As a result of an increase in our  delinquencies,  distributions to us under
the  residual  interests  we  retain  in some of our  securitizations  are being
withheld and our cash flow  reduced.  In  addition,  we could be  terminated  as
servicer under some of these securitizations. These events could also affect our
ability to obtain  securitization  or other financing in the future or the terms
offered to us for such financing.

    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. Except
as otherwise  noted in our Form 10-Q, we believe that we are in compliance  with
the  material  terms and  conditions  of the  revolving  facility  and our other
material  credit  facilities.  Failure to satisfy  the  covenants  in our credit
facilities  and/or our  securitization  program,  could preclude us from further
borrowing  under the  defaulted  facility  and could  prevent  us from  securing
alternate sources of funds necessary to operate our business.

    Recent Waivers. From time to time, we may incur technical breaches under our
material credit facilities.  To the extent we incur any such breaches, we obtain
or receive waivers from the applicable lender(s).  As a result of an increase in

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delinquencies,  we  recently  obtained a waiver to a technical  covenant  breach
under the Residual  Loan.  Although we have taken  actions to seek to reduce our
delinquencies,  there can be no assurance that delinquencies will decline,  that
future  covenant  breaches  will not occur  relating to  delinquencies  or other
matters, and that waivers would be obtained in such event.

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 contracts
that we service are with  sub-prime  borrowers.  Sub-prime  borrowers  generally
cannot obtain credit from  traditional  financial  institutions,  such as banks,
savings  and  loans,  credit  unions,  or  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.  However, we cannot assure you that we have
adequately  provided for such credit risks or that we will  continue to do so in
the  future.  A  significant  variation  in the timing of or  increase in credit
losses  in our  portfolio  would  have a  material  adverse  effect  on our  net
earnings.

    We also  operate our Cygnet  dealer  program,  under which we provide  third
party  dealers  who finance the sale of used cars to  sub-prime  borrowers  with
financing  primarily  secured  by those  dealers'  retail  installment  contract
portfolios  and/or  inventory.  While we  require  third  party  dealers to meet
certain minimum net worth and operating history criteria before we loan money to
them,  these  dealers may not  otherwise be able to obtain debt  financing  from
traditional  lending  institutions.  We have established an allowance for credit
losses to cover our  anticipated  credit losses.  However,  we cannot assure you
that we have adequately  provided for such credit risks or that we will continue
to do so in the future. Like our other financing activities, these loans subject
us to a high risk of credit losses that could have a material  adverse effect on
our net earnings and ability to meet our other financing obligations.

We are affected by various industry considerations and legal contingencies.

    In recent 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.

    Compliance with  additional  regulatory  requirements  may also increase our
operating expenses and reduce our profitability.

Interest rates affect our profitability.

    A substantial  portion of our financing  income  results from the difference
between  the rate of  interest  we pay on the  funds we  borrow  and the rate of
interest we earn on the  contracts in our  portfolio.  While we earn interest on
the  contracts we own at a fixed rate, we pay interest on our  borrowings  under
our GE 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 we can  charge  can  adversely  affect our
profitability.

    We operate in many states that do impose  limits on the interest rate that a
lender may charge.  When a state  limits the amount of interest we can charge on
our  installment  sales  contracts,  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.

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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 contracts 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
the Company (such as fines,  injunctions or damages),  there can be no assurance
in this regard.

Our computer systems may be subject to a Year 2000 date failure.

    We could be affected by failures of our business  systems,  as well as those
of our suppliers and vendors,  due to Year 2000 issues. Any failure could result
in a disruption of our collection efforts, which would impair our operations. We
have evaluated and remediated our mission critical computer systems to determine
our exposure to Year 2000  issues.  We have made  modifications  to our computer
systems  that we  believe  will  allow  them to  properly  process  transactions
relating  to the Year 2000 and  beyond.  Even  though we  believe  our Year 2000
issues  have  been  resolved,  there  can be no  assurances  that  all of  these
modifications  have been properly made or that the modifications  will not cause
other system  problems.  We estimate  that we will spend between $2.4 million to
$2.7 million for Year 2000 evaluation, remediation, testing, and replacement. We
have spent approximately $2.4 million through September 30, 1999. We can also be
adversely affected by Year 2000 issues in the business systems of our suppliers,
vendors, and business partners, such as utility suppliers,  banking partners and
telecommunication  service providers.  We can also be adversely affected if Year
2000  issues  result  in  business  disruptions  or  failures  that  impact  our
customers'  ability to make their loan  payments.  Failure to fully  address and
resolve  these Year 2000  issues  could have a  material  adverse  effect on our
operations.

We could have a system failure if our current contingency plan is not adequate.

    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.  However,  we believe  that we need to revise  our  current
contingency  plan  because  of our recent  system  conversions  and  significant
growth.  Although we are updating our contingency  plan during 1999, there could
be a failure in the interim. In addition,  the plan as revised may not prevent a
systems  failure or allow us to timely  resolve any  systems  failure.  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 certain risks relating to the First Merchants transaction.

    We have entered into several  transactions in the bankruptcy  proceedings of
First Merchants, and have certain risks in the First Merchants' bankruptcy case:

   o   We  purchased  First  Merchants`  senior bank debt and sold the contracts
          securing the bank claims at a profit to a third party  purchaser  (the
          "Contract   Purchaser").   We  guaranteed  the  Contract  Purchaser  a
          specified  return  on the  contracts  with  a  current  maximum  of $8
          million. Although we obtained a related guarantee from First Merchants

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          secured  by  certain  assets,  there is no  assurance  that the  First
          Merchants  guarantee  will  cover  all of our  obligations  under  our
          guarantee to the Contract Purchaser.

   o    We  have made  debtor-in-possession  loans to  First Merchants,  secured
           by  certain  assets.   We  have  continuing   obligations  under  our
           debtor-in-possession  credit facility.  We have recently negotiated a
           settlement with them that has cured an asserted default and increased
           our  funding  obligation  by $2.0  million,  in  exchange  for  other
           concessions.  Although  repayment  of the DIP  Facility is secured by
           certain assets of First  Merchants,  there is no guarantee that First
           Merchants can fully repay the DIP Facility.

   o    We  have the right to 17 1/2% of  recoveries  on the  contracts  sold to
           the Contract  Purchaser and from certain residual  interests in First
           Merchants' securitized loan pools, after First Merchants pays certain
           other  amounts  ("Excess  Collections").   We  entered  into  various
           agreements to service the contracts in the securitized pools of First
           Merchants and the  contracts  sold to the Contract  Purchaser.  If we
           lose our right to service  these  contracts,  our share of the Excess
           Collections can be reduced or eliminated.

    Each of the risks  described in this section  could have a material  adverse
effect on our operations.

We may  make  acquisitions  that  are  unsuccessful  or  strain  or  divert  our
resources.

    In 1999, we have  completed one  acquisition  and have another  pending.  We
intend  to  consider  additional   acquisitions,   alliances,  and  transactions
involving other companies that could  complement our existing  business.  We may
not, however, be able to identify suitable  acquisition  parties,  joint venture
candidates, or transaction counterparties. Additionally, even if we can identify
suitable parties,  we may not be able to consummate these  transactions on terms
that we find favorable.

    Furthermore,  we may 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 in the short-term.
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 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 our  profitability.  In addition to
the risks already mentioned,  these  transactions  involve numerous other risks,
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.

    Although a large number of smaller companies have  historically  operated in
the used car sales industry,  this industry has attracted  significant attention
from a number of large  companies.  These large  companies  include  AutoNation,
U.S.A.,  CarMax, and Driver's Mart. These companies have either entered the used
car  sales  business  or  announced  plans  to  develop  large  used  car  sales
operations.  Many franchised new car dealerships have also increased their focus
on the used car market.  We believe 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 we do.
Increased  competition  in our dealership  operations  could result in increased
wholesale costs for used cars, decreased retail sales prices, and lower margins.

       There are numerous financial  services  companies serving,  or capable of
serving, our market. These companies include traditional financial  institutions
such as banks,  savings and loans,  credit unions, and captive finance companies
owned by automobile  manufacturers,  as well as other  non-traditional  consumer
finance companies,  many of which have significantly greater financial and other
resources than our own. Increased competition may cause downward pressure on the
interest rates that we charge.  This pressure could affect the interest rates we
charge  on  contracts  originated  by our  dealerships  or cause us to reduce or
eliminate the acquisition discount on the contracts we purchase from third party
dealers.  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

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management  personnel or our inability to attract new management  when necessary
could have a material  adverse effect on our operations.  We currently  maintain
key person life insurance on our President and Chief Executive Officer,  Gregory
B.  Sullivan.  Other than Mr.  Sullivan,  we do not  maintain  key  person  life
insurance on any members of our senior management team.

We may be  required  to 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  contracts
          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% of our outstanding common stock as of September 30, 1999. 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.

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
issuances  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.