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 this 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 of $1.9 million for the six months ended June
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  adversely  affect our stock price.  The net loss in 1998 was due in large
part to:

    o  a charge of  approximately  $9.1 million  ($5.6  million,  net of income
         taxes) to discontinued  operations in the first quarter of 1998 for the
         closure of our branch office network;
    o  a charge of  approximately  $6.0  million  ($3.6  million,  net of income
         taxes) to discontinued  operations during the third quarter of 1998 due
         primarily to higher than anticipated loan losses and servicing expenses
         in connection with our branch office loan portfolio;
    o  a charge of $2.0  million ($1.2 million,  net of income taxes) during the
         third quarter of 1998 to write off costs associated with our attempt to
         spin off Cygnet Financial  Corporation through a rights offering to our
         stockholders; and
    o  a  change  in the  fourth  quarter  of  1998  in  the  way  we  structure
         securitization transactions for accounting purposes.

We may not be able to  continue  to  obtain  the  financing  we need to fund our
operations.

    We have borrowed,  and will continue to borrow,  substantial amounts to fund
our operations.  Our operations  require large amounts of capital.  If we cannot
obtain the  financing  we need on a timely  basis and on  favorable  terms,  our
business will be adversely  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.

    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  $8 million of
the capacity while our guarantee to the First Merchants contract purchaser is in
effect.  As of June 30, 1999,  we owed  approximately  $76.6  million  under the
revolving  facility,  and had the ability to borrow an additional $29.3 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.


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    Our  securitization   subsidiaries  are  wholly-owned   "bankruptcy  remote"
entities.   Their  assets,  including  the  line  items  "Residuals  in  Finance
Receivables Sold" and "Investments Held in Trust," within dealership operations,
which are  components  of Finance  Receivables  on our  balance  sheet,  are not
available to satisfy the claims of our creditors.

    On November 17, 1998,  we  announced  that we were  changing the way that we
structure  transactions  under  our  securitization  program.  In the  past,  we
structured these  transactions as sales for accounting  purposes.  In the fourth
quarter of 1998, however,  we began to structure  securitizations for accounting
purposes to retain the  financed  receivables  and  related  debt on our balance
sheet and recognize the income over the life of the contracts. In the past, gain
on sales  of  loans in  securitization  transactions  has been  material  to our
results of  operation.  This  change has  caused  and will  continue  to cause a
material adverse effect on our reported earnings until the net interest earnings
from new contracts  added to our balance sheet  approximates  those net revenues
that we historically recognized on our securitization sales.

    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. We
believe that we are in compliance with the terms and conditions of the revolving
facility and our other 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.

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 periods,  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, certain 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.

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    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.

    Historically,  a  significant  portion  of the  contracts  we  service  were
originated  in states  that did not impose  limits on the  interest  rate that a
lender may charge.  However, we have expanded, and will continue to expand, into
states that impose interest rate limitations.  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.

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  could experience  problems with the recent  conversion of our loan servicing
and data processing operations to a single computer system.

    We recently  converted our chain of  dealerships  and related loan servicing
data processing  operations to a single computer system.  These  conversions can
cause various  problems that can affect our servicing  operations  and result in
increases  in  contract  delinquencies  and  charge-offs  and  decreases  in our
servicing  income.  Failure  to  successfully  complete  our  conversions  could
materially affect our business and profitability.

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<PAGE>


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  June 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. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Year 2000 Readiness Disclosure."

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 intend to update 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.  We purchased 78% of First Merchants' senior bank debt at a 10%
discount. We agreed to pay the selling banks additional  consideration up to the
amount of this 10% discount (or  approximately  $7.6 million) if First Merchants
makes cash payments or issues notes at market rates to its  unsecured  creditors
and  equity  holders  in excess of 10% of their  allowed  claims  against  First
Merchants.  First  Merchants  may make  future cash  payments  to its  unsecured
creditors and equity holders from recoveries on the contracts  which  originally
secured  the  senior  bank debt and from  certain  residual  interests  in First
Merchants'  securitized  loan pools,  after First  Merchants  pays certain other
amounts ("Excess  Collections").  Under First Merchants' plan of reorganization,
we will split these Excess Collections with First Merchants.

    If we satisfy  certain  requirements,  we may be able to issue shares of our
common stock in exchange for all or part of First Merchants' share of the Excess
Collections.  This  would  reduce the cash  distributions  that could be made to
First Merchants'  unsecured  creditors  and/or equity holders.  We would then be
entitled to receive First Merchants'  share of the Excess  Collections up to the
price of the shares we issue.  The shares  would be priced at 98% of the average
closing  price of our common  stock for the 10 trading days prior to the date of
issuance.  This  market  price  must be at least  $8.00  per  share or we cannot
exercise this option.

    Even if we are able to issue common stock for this purpose:

    o  the  number of shares  that we issue may not be  sufficient  to prevent
         First Merchants from paying unsecured creditors and equity holders more
         than 10% of their claims against First  Merchants.  Should this happen,
         we would be required to pay the selling banks additional  consideration
         (up to  approximately  $7.6  million)  for our purchase of 78% of First
         Merchants' senior bank debt; and
    o  the issuance of shares would cause dilution to our common stock.

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<PAGE>


    We also have other risks in the First Merchants' bankruptcy case:

    o  we 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  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 asserted that First Merchants
         was in default on the DIP  Facility.  We have  negotiated  a settlement
         with them that has cured the asserted default and increased our funding
         obligation by $2.0 million, in exchange for other concessions; and
    o  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 17  1/2%  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 1997, we completed three significant  acquisitions  (Seminole,  E-Z Plan,
and  Kars).  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.

    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.  In recent years,  several  consumer  finance
companies have completed public offerings. Through these public offerings, these
companies  have been able to raise the capital  necessary to fund  expansion and
support  increased  purchases of contracts.  These  companies have increased the
competition for the purchase of contracts, in many cases purchasing contracts at
higher prices than we would be willing to pay.

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    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 adverse 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 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.

    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  1.6
         million  shares of our common stock to various  parties  with  exercise
         prices ranging from $6.75 to $20.00 per share;
    o  we may be required to 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 First Merchants' portion of the Excess Collections.

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

    Mr. Ernest C. Garcia, II, our Chairman,  and principal  stockholder,  or his
affiliates held approximately 32% of our outstanding common stock as of June 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.

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